10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________________________________________________________________

 FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______                    

Commission file number: 001-14667

________________________________________________________________________________________________________

Mr. Cooper Group Inc.

(Exact name of registrant as specified in its charter)

Delaware	91-1653725
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
8950 Cypress Waters Blvd, Coppell, TX	75019
(Address of principal executive offices)	(Zip Code)
(469) 549-2000
Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value per share	COOP	The Nasdaq Stock Market

____________________________________________________________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12(b)-2 of the Exchange Act.

Large Accelerated Filer	x	Accelerated Filer	☐
Non-Accelerated Filer	¨	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  x

Number of shares of common stock, $0.01 par value, outstanding as of July 22, 2022 was 71,650,299.

MR. COOPER GROUP INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021	3
	Condensed Consolidated Statements of Operations (unaudited) for the Three and Six Months Ended June 30, 2022 and 2021	4
	Condensed Consolidated Statements of Stockholders’ Equity (unaudited) for the Three and Six Months Ended June 30, 2022 and 2021	5
	Condensed Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2022 and 2021	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	9
	1. Nature of Business and Basis of Presentation	9
	2. Dispositions	10
	3. Mortgage Servicing Rights and Related Liabilities	11
	4. Advances and Other Receivables	13
	5. Mortgage Loans Held for Sale	14
	6. Loans Subject to Repurchase from Ginnie Mae	15
	7. Goodwill and Intangible Assets	15
	8. Derivative Financial Instruments	16
	9. Indebtedness	18
	10. Securitizations and Financings	19
	11. Earnings Per Share	20
	12. Income Taxes	21
	13. Fair Value Measurements	22
	14. Capital Requirements	25
	15. Commitments and Contingencies	25
	16. Segment Information	27
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	58
Item 4.	Controls and Procedures	59
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	60
Item 1A.	Risk Factors	60
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	60
Item 3.	Defaults Upon Senior Securities	60
Item 4.	Mine Safety Disclosures	60
Item 5.	Other Information	60
Item 6.	Exhibits	61

2

PART I. Financial Information

Item 1. Financial Statements

MR. COOPER GROUP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(millions of dollars, except share data)

	June 30, 2022		December 31, 2021
	(unaudited)
Assets
Cash and cash equivalents	$	514	$	895
Restricted cash	115		146
Mortgage servicing rights at fair value	6,151		4,223
Advances and other receivables, net of reserves of $150 and $167, respectively	892		1,228
Mortgage loans held for sale at fair value	2,072		4,381
Property and equipment, net of accumulated depreciation of $112 and $122, respectively	72		98
Deferred tax assets, net	750		991
Other assets	2,329		2,242
Total assets	$	12,895	$	14,204
Liabilities and Stockholders’ Equity
Unsecured senior notes, net	$	2,672	$	2,670
Advance and warehouse facilities, net	3,407		4,997
Payables and other liabilities	2,223		2,392
MSR related liabilities - nonrecourse at fair value	556		778
Total liabilities	8,858		10,837
Commitments and contingencies (Note 15)
Preferred stock at $0.00001 - 10 million shares authorized, zero shares issued, zero shares outstanding; aggregate liquidation preference of zero	—		—
Common stock at $0.01 par value - 300 million shares authorized, 93.2 million shares issued	1		1
Additional paid-in-capital	1,094		1,116
Retained earnings	3,688		2,879
Treasury shares at cost - 21.6 million and 19.4 million shares, respectively	(747)		(630)
Total Mr. Cooper stockholders’ equity	4,036		3,366
Non-controlling interests	1		1
Total stockholders’ equity	4,037		3,367
Total liabilities and stockholders’ equity	$	12,895	$	14,204

See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited).

3

MR. COOPER GROUP INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(millions of dollars, except for earnings per share data)

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenues:
Service related, net	$	460	$	(8)	$	1,215	$	572
Net gain on mortgage loans held for sale	139		582		436		1,261
Total revenues	599		574		1,651		1,833
Expenses:
Salaries, wages and benefits	203		277		431		554
General and administrative	125		148		235		325
Total expenses	328		425		666		879
Interest income	50		51		86		97
Interest expense	(111)		(119)		(217)		(245)
Other (expense) income, net	(5)		486		217		486
Total other (expense) income, net	(66)		418		86		338
Income from continuing operations before income tax expense	205		567		1,071		1,292
Less: Income tax expense	54		140		262		306
Net income from continuing operations	151		427		809		986
Net income from discontinued operations	—		12		—		14
Net income	151		439		809		1,000
Less: Undistributed earnings attributable to participating stockholders	—		4		—		9
Net income attributable to common stockholders	$	151	$	435	$	809	$	991
Earnings from continuing operations per common share attributable to Mr. Cooper:
Basic	$	2.08	$	4.91	$	11.04	$	11.13
Diluted	$	2.03	$	4.72	$	10.74	$	10.65
Earnings from discontinued operations per common share attributable to Mr. Cooper:
Basic	$	—	$	0.14	$	—	$	0.16
Diluted	$	—	$	0.13	$	—	$	0.15
Earnings per common share attributable to Mr. Cooper:
Basic	$	2.08	$	5.05	$	11.04	$	11.29
Diluted	$	2.03	$	4.85	$	10.74	$	10.80

    

See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited).

4

MR. COOPER GROUP INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(millions of dollars, except share data)

	Preferred Stock			Common Stock
	Shares (in thousands)	Amount		Shares (in thousands)	Amount		Additional Paid-in Capital		Retained Earnings		Treasury Share Amount		Total Mr. Cooper Stockholders’ Equity		Non-controlling Interests		Total Stockholders’ Equity
Balance at March 31, 2021	1,000	$	—	86,135	$	1	$	1,113	$	1,995	$	(206)	$	2,903	$	1	$	2,904
Shares issued / (surrendered) under incentive compensation plan	—	—		14	—		(1)		—		—		(1)		—		(1)
Share-based compensation	—	—		—	—		8		—		—		8		—		8
Net income	—	—		—	—		—		439		—		439		—		439
Balance at June 30, 2021	1,000	$	—	86,149	$	1	$	1,120	$	2,434	$	(206)	$	3,349	$	1	$	3,350
Balance at March 31, 2022	—	$	—	73,906	$	1	$	1,085	$	3,537	$	(647)	$	3,976	$	1	$	3,977
Shares issued / (surrendered) under incentive compensation plan	—	—		6	—		—		—		—		—		—		—
Share-based compensation	—	—		—	—		9		—		—		9		—		9
Repurchase of common stock	—	—		(2,261)	—		—		—		(100)		(100)		—		(100)
Net income	—	—		—	—		—		151		—		151		—		151
Balance at June 30, 2022	—	$	—	71,651	$	1	$	1,094	$	3,688	$	(747)	$	4,036	$	1	$	4,037

See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited).

5

MR. COOPER GROUP INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(millions of dollars, except share data)

	Preferred Stock			Common Stock
	Shares (in thousands)	Amount		Shares (in thousands)	Amount		Additional Paid-in Capital		Retained Earnings		Treasury Share Amount		Total Mr. Cooper Stockholders’ Equity		Non-controlling Interests		Total Stockholders’ Equity
Balance at January 1, 2021	1,000	$	—	89,457	$	1	$	1,126	$	1,434	$	(58)	$	2,503	$	1	$	2,504
Shares issued / (surrendered) under incentive compensation plan	—	—		1,197	—		(20)		—		—		(20)		—		(20)
Share-based compensation	—	—		—	—		14		—		—		14		—		14
Repurchase of common stock	—	—		(4,505)	—		—		—		(148)		(148)		—		(148)
Net income	—	—		—	—		—		1,000		—		1,000		—		1,000
Balance at June 30, 2021	1,000	$	—	86,149	$	1	$	1,120	$	2,434	$	(206)	$	3,349	$	1	$	3,350
Balance at January 1, 2022	—	$	—	73,777	$	1	$	1,116	$	2,879	$	(630)	$	3,366	$	1	$	3,367
Shares issued / (surrendered) under incentive compensation plan	—	—		856	—		(39)		—		18		(21)		—		(21)
Share-based compensation	—	—		—	—		17		—		—		17		—		17
Repurchase of common stock	—	—		(2,982)	—		—		—		(135)		(135)		—		(135)
Net income	—	—		—	—		—		809		—		809		—		809
Balance at June 30, 2022	—	$	—	71,651	$	1	$	1,094	$	3,688	$	(747)	$	4,036	$	1	$	4,037

See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited).

6

MR. COOPER GROUP INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(millions of dollars)

	Six Months Ended June 30,
	2022		2021
Operating Activities
Net income	$	809	$	1,000
Less: Net income from discontinued operations	—		14
Net income from continuing operations	809		986
Adjustments to reconcile net income from continuing operations to net cash attributable to operating activities:
Deferred tax expense	241		215
Net gain on mortgage loans held for sale	(436)		(1,261)
Provision for servicing and non-servicing reserves	11		21
Fair value changes in mortgage servicing rights	(663)		190
Fair value changes in MSR related liabilities	131		2
Depreciation and amortization for property and equipment and intangible assets	20		31
Gain on sale of business	—		(487)
Gain on disposition of assets	(223)		—
Other operating activities	39		32
Repurchases of forward loan assets out of Ginnie Mae securitizations	(2,686)		(5,812)
Mortgage loans originated and purchased for sale, net of fees	(19,370)		(47,560)
Sales proceeds and loan payment proceeds for mortgage loans held for sale	24,510		52,923
Changes in assets and liabilities:
Advances and other receivables	311		48
Other assets	4		101
Payables and other liabilities	(116)		4
Net cash attributable to operating activities - continuing operations	2,582		(567)
Net cash attributable to operating activities - discontinued operations	—		453
Net cash attributable to operating activities	2,582		(114)
Investing Activities
Property and equipment additions, net of disposals	(9)		(26)
Purchase of mortgage servicing rights	(1,151)		(217)
Proceeds on sale of mortgage servicing rights	275		13
Other investing activities	—		(17)
Net cash attributable to investing activities - continuing operations	(885)		(247)
Net cash attributable to investing activities - discontinued operations	—		—
Net cash attributable to investing activities	(885)		(247)
Financing Activities
(Decrease) increase in advance and warehouse facilities	(1,597)		1,047
Repayments of excess spread financing	(292)		—
Settlements of excess spread financing	(61)		(81)
Repurchase of common stock	(135)		(148)
Other financing activities	(24)		(23)
Net cash attributable to financing activities - continuing operations	(2,109)		795
Net cash attributable to financing activities - discontinued operations	—		(441)
Net cash attributable to financing activities	(2,109)		354
Net decrease in cash, cash equivalents, and restricted cash	(412)		(7)
Cash, cash equivalents, and restricted cash - beginning of period	1,041		913
Cash, cash equivalents, and restricted cash - end of period(1)	$	629	$	906
Supplemental Disclosures of Non-cash Investing Activities
Equity consideration received from disposition of assets	$	250	$	—
Purchase of mortgage servicing rights	$	45	$	7
Forward mortgage servicing rights sales price holdback	$	15	$	—
Consideration from sale of business	$	—	$	499

7

(1)The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the condensed consolidated balance sheets.

	June 30, 2022		June 30, 2021
Cash and cash equivalents	$	514	$	716
Restricted cash	115		113
Restricted cash within assets of discontinued operations	—		77
Total cash, cash equivalents, and restricted cash	$	629	$	906

See accompanying Notes to the Condensed Consolidated Financial Statements (unaudited). 

8

MR COOPER GROUP INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(millions of dollars, unless otherwise stated)

1. Nature of Business and Basis of Presentation

Nature of Business

Mr. Cooper Group Inc., collectively with its consolidated subsidiaries, (“Mr. Cooper,” the “Company,” “we,” “us” or “our”) provides servicing, origination and transaction-based services related to single family residences throughout the United States with operations under its primary brands: Mr. Cooper® and Xome®. Mr. Cooper is one of the largest home loan originators and servicers in the country focused on delivering a variety of servicing and lending products, services and technologies. The Company’s corporate website is located at www.mrcoopergroup.com. The Company has provided a glossary of terms, which defines certain industry-specific and other terms that are used herein, in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of this Form 10-Q.

Basis of Presentation

The interim condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Reports on Form 10-K for the year ended December 31, 2021.

The interim condensed consolidated financial statements are unaudited; however, in the opinion of management, all adjustments, consisting of normal recurring items, considered necessary for a fair presentation of the results of the interim periods have been included. Dollar amounts are reported in millions, except per share data and other key metrics, unless otherwise noted.

Share-based compensation for restricted stock units granted to employees of the Company, consultants, and non-employee directors is based on the fair market value of the Company’s common stock on the grant date and recognized as an expense over the requisite employee service period on a straight-line basis using an accelerated attribution model. Shares for these awards are issued to employees from treasury stock.

Basis of Consolidation

The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, other entities in which the Company has a controlling financial interest and those variable interest entities (“VIE”) where the Company’s wholly-owned subsidiaries are the primary beneficiaries. Assets and liabilities of VIEs and their respective results of operations are consolidated from the date that the Company became the primary beneficiary through the date the Company ceases to be the primary beneficiary. The Company applies the equity method of accounting to investments where it is able to exercise significant influence, but not control, over the policies and procedures of the entity and owns less than 50% of the voting interests. These investments are initially measured at cost and subsequently adjusted for Company’s proportionate share of earnings and losses in the investee. Investments in certain companies over which the Company does not exert significant influence are recorded at fair value, or at cost upon election of measurement alternative, at the end of each reporting period. Intercompany balances and transactions on consolidated entities have been eliminated.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates due to factors such as adverse changes in the economy, macro-economic uncertainty, changes in interest rates, secondary market pricing for loans held for sale and derivatives, strength of underwriting and servicing practices, changes in prepayment assumptions, declines in home prices or discrete events adversely affecting specific borrowers and such differences could be material.

Reclassifications

Certain reclassifications have been made in the 2021 condensed consolidated statement of cash flows to conform to 2022 presentation. Such reclassifications were not material and did not affect total revenues or net income.

9

Recent Accounting Guidance Adopted

The Company did not adopt any accounting guidance during the six months ended June 30, 2022 that had a material impact on its condensed consolidated financial statements or disclosures.

2. Dispositions

Sale of Mortgage Servicing Platform

On March 31, 2022, the Company completed the sale of certain assets and liabilities of its servicing and subservicing technology platform for performing and non-performing mortgage loans (the “Mortgage Servicing Platform”) to Sagent M&C, LLC (“Sagent”), in exchange for Class A-1 Common Units equal to 19.9% ownership of Sagent, and the sale of certain tangible personal property of the Company used in the conduct of the Mortgage Servicing Platform in exchange for $9.9 in cash, for total consideration of $260 (the “Sagent Transaction”). In connection with the Sagent Transaction, the Company recorded a gain of $223, which was included in other income, net within the condensed consolidated statements of operations, and recorded $4 transaction costs during the six months ended June 30, 2022. No transaction costs were recorded in the three months ended June 30, 2022. The net carrying amount of assets and liabilities transferred in connection with the Sagent Transaction was $31 and reported under Corporate/Other.

The Company accounted for the equity interest under the equity method of accounting, as the Company has the ability to exercise significant influence over Sagent’s operating and financial decisions but does not own a majority equity interest or otherwise control the respective entity. Under the equity method of accounting, the investment is initially stated at cost and subsequently adjusted for additional investments and the Company’s proportionate share of Sagent’s earnings or losses and distributions. The initial cost of the equity interest recorded was $250, which represented the fair value as of March 31, 2022.

Sale of Reverse Servicing Portfolio

In 2021, the Company completed the sale of its reverse servicing portfolio, operating under Champion Mortgage brand (“Champion”), to Mortgage Assets Management, LLC and its affiliates (“MAM”) for total consideration of $1,640. Upon close of the transaction, MAM assumed Champion’s reverse portfolio and related operations. The Company recorded transaction costs of $5 during the three and six months ended June 30, 2021. The carrying amounts of assets and liabilities associated with the reverse servicing operation were reported under the Servicing segment. The sale of business represents a strategic shift in the Company’s operations. Therefore, the sale of the reverse servicing portfolio qualifies for reporting as discontinued operations, and the related results of operations are reported as discontinued operations in the condensed consolidated statements of operations for prior periods presented.

As part of the transaction, the Company entered into a transitional servicing agreement with MAM, under which the Company was compensated for continuing to subservice the reverse loans through the date that the loans were transferred out of Company’s servicing system. The transfer of the loans out of the Company’s servicing system was completed on April 1, 2022. In addition, the Company retained certain loans, primarily related to previously liquidated loans. As of June 30, 2022, the retained total assets and total liabilities were $34 and $26, respectively. As of December 31, 2021, the retained total assets and total liabilities were $55 and $39, respectively. The retained assets and liabilities are included in other assets, and payables and other liabilities, respectively, on the condensed consolidated balance sheets.

The following table sets forth the condensed consolidated statements of operations data for discontinued operations for the three and six months ended June 30, 2021:

	Three Months Ended June 30, 2021		Six Months Ended June 30, 2021
Revenue - service related, net	$	1	$	9
Salaries, wages and benefits expense	(8)		(16)
General and administrative expense	71		64
Interest income	43		87
Interest expense	(30)		(64)
Loss on classification as discontinued operations	(61)		(61)
Income from discontinued operations before income tax expense	16		19
Less: Income tax expense	4		5
Net income from discontinued operations	$	12	$	14

10

3. Mortgage Servicing Rights and Related Liabilities

The following table sets forth the carrying value of the Company’s mortgage servicing rights (“MSRs”) and the related liabilities. In estimating the fair value of all mortgage servicing rights and related liabilities, the impact of the current environment was considered in the determination of key assumptions.

MSRs and Related Liabilities	June 30, 2022		December 31, 2021
MSRs - fair value	$	6,151	$	4,223
Excess spread financing - fair value	$	532	$	768
Mortgage servicing rights financing - fair value	24		10
MSR related liabilities - nonrecourse at fair value	$	556	$	778

Mortgage Servicing Rights

The following table sets forth the activities of MSRs:

	Six Months Ended June 30,
MSRs - Fair Value	2022		2021
Fair value - beginning of period	$	4,223	$	2,703
Additions:
Servicing retained from mortgage loans sold	360		554
Purchases of servicing rights	1,178		218
Dispositions:
Sales of servicing assets	(289)		(12)
Changes in fair value:
Changes in valuation inputs or assumptions used in the valuation model (MSR MTM)	1,124		321
Changes in valuation due to amortization	(461)		(511)
Other changes	16		34
Fair value - end of period	$	6,151	$	3,307

During the six months ended June 30, 2022 and 2021, the Company sold $20,052 and $1,076 in unpaid principal balance (“UPB”) of MSRs, of which $19,367 and $1,008 were retained by the Company as subservicer, respectively.

MSRs are segregated between investor type into agency and non-agency pools (referred to herein as “investor pools”) based upon contractual servicing agreements with investors at the respective balance sheet date to evaluate the MSR portfolio and fair value of the portfolio. Agency investors primarily consist of government sponsored enterprises (“GSE”), such as the Federal National Mortgage Association (“Fannie Mae” or “FNMA”) and the Federal Home Loan Mortgage Corp (“Freddie Mac” or “FHLMC”), and the Government National Mortgage Association (“Ginnie Mae” or “GNMA”). Non-agency investors consist of investors in private-label securitizations.

The following table provides a breakdown of UPB and fair value for the Company’s MSRs:

	June 30, 2022				December 31, 2021
MSRs - UPB and Fair Value Breakdown	UPB		Fair Value		UPB		Fair Value
Investor Pools
Agency	$	364,436	$	5,806	$	302,851	$	3,859
Non-agency	32,951		345		36,357		364
Total	$	397,387	$	6,151	$	339,208	$	4,223

Refer to Note 13, Fair Value Measurements, for further discussion on key weighted-average inputs and assumptions used in estimating the fair value of MSRs.

11

The following table shows the hypothetical effect on the fair value of the Company’s MSRs when applying certain unfavorable variations of key assumptions to these assets for the dates indicated:

	Discount Rate				Total Prepayment Speeds				Cost to Service per Loan
MSRs - Hypothetical Sensitivities	100 bps Adverse Change		200 bps Adverse Change		10% Adverse Change		20% Adverse Change		10% Adverse Change		20% Adverse Change
June 30, 2022
Mortgage servicing rights	$	(258)	$	(495)	$	(150)	$	(293)	$	(66)	$	(132)
December 31, 2021
Mortgage servicing rights	$	(141)	$	(272)	$	(148)	$	(286)	$	(46)	$	(93)

These hypothetical sensitivities should be evaluated with care. The effect on fair value of an adverse change in assumptions generally cannot be determined because the relationship of the change in assumptions to the fair value may not be linear. Additionally, the impact of a variation in a particular assumption on the fair value is calculated while holding other assumptions constant. In reality, changes in one factor may lead to changes in other factors, which could impact the above hypothetical effects.

Excess Spread Financing - Fair Value

The Company had excess spread financing liability of $532 and $768 as of June 30, 2022 and December 31, 2021, respectively. Refer to Note 13, Fair Value Measurements, for key weighted-average inputs and assumptions used in the valuation of excess spread financing liability. In June 2022, the Company entered into an assignment agreement with an investor to repurchase excess spread liabilities for a total purchase price of $277.

The following table shows the hypothetical effect on the Company’s excess spread financing fair value when applying certain unfavorable variations of key assumptions to these liabilities for the dates indicated:

	Discount Rate				Prepayment Speeds
Excess Spread Financing - Hypothetical Sensitivities	100 bps Adverse Change		200 bps Adverse Change		10% Adverse Change		20% Adverse Change
June 30, 2022
Excess spread financing	$	20	$	42	$	13	$	26
December 31, 2021
Excess spread financing	$	26	$	54	$	28	$	58

These hypothetical sensitivities should be evaluated with care. The effect on fair value of an adverse change in assumptions generally cannot be determined because the relationship of the change in assumptions to the fair value may not be linear. Additionally, the impact of a variation in a particular assumption on the fair value is calculated while holding other assumptions constant. In reality, changes in one factor may lead to changes in other factors, which could impact the above hypothetical effects. Also, a positive change in the above assumptions would not necessarily correlate with the corresponding decrease in the net carrying amount of the excess spread financing. Excess spread financing’s cash flow assumptions that are utilized in determining fair value are based on the related cash flow assumptions used in the financed MSRs. Any fair value change recognized in the financed MSRs attributable to related cash flows assumptions would inherently have an inverse impact on the carrying amount of the related excess spread financing.

Mortgage Servicing Rights Financing - Fair Value

The Company had MSR financing liability of $24 and $10 as of June 30, 2022 and December 31, 2021, respectively. Refer to Note 13, Fair Value Measurements, for key weighted-average inputs and assumptions used in the valuation of the MSR financing liability.

12

Servicing Segment Revenues

The following table sets forth the items comprising total revenues for the Servicing segment:

	Three Months Ended June 30,				Six Months Ended June 30,
Total Revenues - Servicing	2022		2021		2022		2021
Contractually specified servicing fees(1)	$	378	$	275	$	705	$	551
Other service-related income(1)	20		214		68		359
Incentive and modification income(1)	9		14		18		28
Late fees(1)	19		16		38		34
Mark-to-market adjustments(2)	200		(140)		753		225
Amortization, net of accretion(3)	(199)		(198)		(401)		(365)
Other(4)	(32)		(76)		(70)		(159)
Total revenues - Servicing	$	395	$	105	$	1,111	$	673

(1)The Company recognizes revenue on an earned basis for services performed. Amounts include subservicing related revenues.

(2)Mark-to-market (“MTM”) adjustments include fair value adjustments on MSR, excess spread financing and MSR financing liabilities. The amount of MSR MTM includes the impact of negative modeled cash flows which have been transferred to reserves on advances and other receivables. The negative modeled cash flows relate to advances and other receivables associated with inactive and liquidated loans that are no longer part of the MSR portfolio. The impact of negative modeled cash flows was $6 and $8 for the three months ended June 30, 2022 and 2021 and $12 and $20 for the six months ended June 30, 2022 and 2021, respectively.

(3)Amortization is net of excess spread accretion of $27 and $70 during the three months ended June 30, 2022 and 2021, respectively. For the six months ended June 30, 2022 and 2021, amortization is net of excess spread accretion of $60 and $146, respectively.

(4)Other represents the excess servicing fee that the Company pays to the counterparties under the excess spread financing arrangements, portfolio runoff and the payments made associated with MSR financing arrangements.

4. Advances and Other Receivables

Advances and other receivables, net, consists of the following:

Advances and Other Receivables, Net	June 30, 2022		December 31, 2021
Servicing advances, net of $14 and $19 purchase discount, respectively	$	915	$	1,263
Receivables from agencies, investors and prior servicers, net of $8 and $12 purchase discount, respectively	127		132
Reserves	(150)		(167)
Total advances and other receivables, net	$	892	$	1,228

The following table sets forth the activities of the servicing reserves for advances and other receivables:

	Three Months Ended June 30,				Six Months Ended June 30,
Reserves for Advances and Other Receivables	2022		2021		2022		2021
Balance - beginning of period	$	152	$	206	$	167	$	208
Provision and other additions(1)	18		26		34		41
Write-offs	(20)		(41)		(51)		(58)
Balance - end of period	$	150	$	191	$	150	$	191

(1)The Company recorded a provision of $6 and $8 through the MTM adjustments in revenues - service related, net, in the condensed consolidated statements of operations during the three months ended June 30, 2022 and 2021, respectively, and $12 and $20 during the six months ended June 30, 2022 and 2021, respectively, for inactive and liquidated loans that are no longer part of the MSR portfolio. Other additions represent reclassifications of required reserves provisioned within other balance sheet accounts as associated serviced loans become inactive or liquidate.

13

Purchase Discount for Advances and Other Receivables

The following tables set forth the activities of the purchase discounts for advances and other receivables:

	Three Months Ended June 30,
	2022				2021
Purchase Discount for Advances and Other Receivables	Servicing Advances		Receivables from Agencies, Investors and Prior Servicers		Servicing Advances		Receivables from Agencies, Investors and Prior Servicers
Balance - beginning of period	$	16	$	8	$	63	$	20
Utilization of purchase discounts	(2)		—		(37)		—
Balance - end of period	$	14	$	8	$	26	$	20

	Six Months Ended June 30,
	2022				2021
Purchase Discount for Advances and Other Receivables	Servicing Advances		Receivables from Agencies, Investors and Prior Servicers		Servicing Advances		Receivables from Agencies, Investors and Prior Servicers
Balance - beginning of period	$	19	$	12	$	72	$	21
Utilization of purchase discounts	(5)		(4)		(46)		(1)
Balance - end of period	$	14	$	8	$	26	$	20

Credit Loss for Advances and Other Receivables

During the three and six months ended June 30, 2022, the Company increased the current expected credit loss (“CECL”) reserve by $3 and $7, respectively. During the three and six months ended June 30, 2021, the Company increased the CECL reserve by $3 and $4, respectively. In addition, the Company had no write-offs during the three months ended June 30, 2022 and wrote off $5 of the CECL reserve during the six months ended June 30, 2022. As of June 30, 2022, the total CECL reserve was $33, of which $25 and $8 were recorded in reserves and purchase discount for advances and other receivables, respectively. As of June 30, 2021, the total CECL reserve was $42, of which $25 and $17 were recorded in reserves and purchase discount for advances and other receivables, respectively.

The Company determined that the credit-related risk associated with applicable financial instruments typically increase with the passage of time. The CECL reserve methodology considers these financial instruments collectible to a point in time of 39 months. Any projected remaining balance at the end of the collection period is considered a loss and factors into the overall CECL loss rate required.

5. Mortgage Loans Held for Sale

Mortgage loans held for sale are recorded at fair value as set forth below:

Mortgage Loans Held for Sale	June 30, 2022		December 31, 2021
Mortgage loans held for sale – UPB	$	2,098	$	4,257
Mark-to-market adjustment(1)	(26)		124
Total mortgage loans held for sale	$	2,072	$	4,381

(1)The mark-to-market adjustment includes net change in unrealized gain/loss, premium on correspondent loans and fees on direct-to-consumer loans. The mark-to-market adjustment is recorded in net gain on mortgage loans held for sale in the condensed consolidated statements of operations.

14

The following table sets forth the activities of mortgage loans held for sale:

	Six Months Ended June 30,
Mortgage Loans Held for Sale	2022		2021
Balance - beginning of period	$	4,381	$	5,720
Loans sold	(24,251)		(52,128)
Mortgage loans originated and purchased, net of fees	19,370		47,560
Repurchase of loans out of Ginnie Mae securitizations	2,686		5,812
Net change in unrealized loss on retained loans held for sale	(115)		(5)
Net transfers of mortgage loans held for sale(1)	1		2
Balance - end of period	$	2,072	$	6,961

(1)Amount reflects transfers to other assets for loans transitioning into REO status and transfers to advances and other receivables, net, for claims made on certain government insurance mortgage loans. Transfers out are net of transfers in upon receipt of proceeds from an REO sale or claim filing.

During the six months ended June 30, 2022 and 2021, the Company received proceeds of $24,510 and $52,923, respectively, on the sale of mortgage loans held for sale, resulting in gains of $259 and $795, respectively.

The total UPB and fair value of mortgage loans held for sale on non-accrual status was as follows:

	June 30, 2022				December 31, 2021
Mortgage Loans Held for Sale	UPB		Fair Value		UPB		Fair Value
Non-accrual(1)	$	113	$	103	$	104	$	94

(1)Non-accrual UPB includes $103 and $94 of UPB related to Ginnie Mae repurchased loans as of June 30, 2022 and December 31, 2021, respectively.

The total UPB of mortgage loans held for sale for which the Company has begun formal foreclosure proceedings was $46 and $16 as of June 30, 2022 and December 31, 2021, respectively.

6. Loans Subject to Repurchase from Ginnie Mae

Forward loans are sold to Ginnie Mae in conjunction with the issuance of mortgage backed securities. The Company, as the issuer of the mortgage backed securities, has the unilateral right to repurchase any individual loan in a Ginnie Mae securitization pool if that loan meets certain criteria, including payments not being received from borrowers for greater than 90 days. Once the Company has the unilateral right to repurchase a delinquent loan, it has effectively regained control over the loan and recognizes these rights to the loan on its condensed consolidated balance sheets and establishes a corresponding repurchase liability regardless of the Company’s intention to repurchase the loan. The Company had loans subject to repurchase from Ginnie Mae of $1,400 and $1,496 as of June 30, 2022 and December 31, 2021, respectively, which are included in both other assets and payables and other liabilities in the condensed consolidated balance sheets. Loans subject to repurchase from Ginnie Mae as of June 30, 2022 and December 31, 2021 include $1,241 and $1,301 loans in forbearance related to the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), respectively, whereby no payments have been received from borrowers for greater than 90 days.

7. Goodwill and Intangible Assets

The Company had goodwill of $120 as of June 30, 2022 and December 31, 2021, and intangible assets of $11 and $14 as of June 30, 2022 and December 31, 2021, respectively. Goodwill and intangible assets are included in other assets within the condensed consolidated balance sheets.

15

8. Derivative Financial Instruments

Derivative instruments are used as part of the overall strategy to manage exposure to market risks primarily associated with fluctuations in interest rates related to the Originations and Servicing segments. Derivative instruments utilized by the Company primarily include interest rate lock commitments (“IRLCs”), loan purchase commitments (“LPCs”), forward Mortgage Backed Securities (“MBS”) purchase commitments, Eurodollar and Treasury futures and interest rate swap futures. The changes in value on the derivative instruments associated with hedging loans held for sale fair value are recorded in earnings as a component of net gain on mortgage loans held for sale on the condensed consolidated statements of operations and condensed consolidated statement of cash flows, while changes in the value of derivative instruments associated with the MSR portfolio fair value are recorded in service related, net on the condensed consolidated statements of operations and in changes in other assets or other liabilities on the condensed consolidated statements of cash flows.

The following tables provide the outstanding notional balances, fair values of outstanding positions and recorded gains/(losses) for the derivative financial instruments. Gains(losses) include both realized and unrealized gains (losses) of each derivative financial instrument.

		June 30, 2022				Six Months Ended June 30, 2022
Derivative Financial Instruments	Expiration Dates	Outstanding Notional		Fair Value		Gains/(Losses)
Assets
Mortgage loans held for sale
Loan sale commitments	2022	$	246	$	8	$	(17)
Derivative financial instruments
IRLCs	2022	2,103		62		(72)
LPCs	2022	325		3		—
Treasury futures	2022	30		—		3
Forward MBS trades	2022	1,798		12		429
Total derivative financial instruments - assets		$	4,256	$	77	$	360
Liabilities
Derivative financial instruments
IRLCs	2022	$	56	$	1	$	(1)
LPCs	2022	186		1		1
Treasury futures	2022	902		18		(185)
Forward MBS trades	2022	1,716		13		(31)
Total derivative financial instruments - liabilities		$	2,860	$	33	$	(216)

16

		June 30, 2021				Six Months Ended June 30, 2021
Derivative Financial Instruments	Expiration Dates	Outstanding Notional		Fair Value		Gains/(Losses)
Assets
Mortgage loans held for sale
Loan sale commitments	2021	$	1,514	$	39	$	(63)
Derivative financial instruments
IRLCs	2021	6,730		204		(210)
LPCs	2021	1,984		10		(29)
Forward MBS trades	2021	9,749		27		271
Swap futures	2021	60		—		1
Total derivative financial instruments - assets		$	18,523	$	241	$	33
Liabilities
Derivative financial instruments
IRLCs	2021	$	9	$	—	$	—
LPCs	2021	708		1		(1)
Forward MBS trades	2021	11,747		25		(126)
Swap futures	2021	—		—		(4)
Total derivative financial instruments - liabilities		$	12,464	$	26	$	(131)

The Company held $37 and $27 in collateral deposits as of June 30, 2022 and December 31, 2021, respectively. Collateral deposits are recorded in other assets in the Company’s condensed consolidated balance sheets. The Company does not offset fair value amounts recognized for derivative instruments with amounts collected or deposited on derivative instruments in the condensed consolidated balance sheets.

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9. Indebtedness

Advance and Warehouse Facilities

					June 30, 2022				December 31, 2021
	Maturity Date	Collateral	Capacity Amount		Outstanding		Collateral Pledged		Outstanding		Collateral Pledged
Advance Facilities
$400 advance facility(1)	August 2023	Servicing advance receivables	$	400	$	173	$	243	$	234	$	318
$350 advance facility	October 2022	Servicing advance receivables	350		156		186		160		197
$350 advance facility	January 2023	Servicing advance receivables	350		145		172		162		190
$75 advance facility	December 2022	Servicing advance receivables	75		49		70		58		89
Advance facilities principal amount					523		671		614		794
Warehouse Facilities
$4,000 warehouse facility	February 2023	Mortgage loans or MBS	4,000		661		771		1,224		1,341
$2,500 warehouse facility	October 2022	Mortgage loans or MBS	2,500		532		550		991		1,024
$1,500 warehouse facility	June 2023	Mortgage loans or MBS	1,500		180		180		356		345
$750 warehouse facility	October 2022	Mortgage loans or MBS	750		241		253		256		270
$600 warehouse facility(2)	September 2023	Mortgage loans or MBS	600		91		101		409		425
$500 warehouse facility	June 2023	Mortgage loans or MBS	500		9		10		188		194
$500 warehouse facility	September 2022	Mortgage loans or MBS	500		117		120		419		430
$500 warehouse facility	June 2023	Mortgage loans or MBS	500		57		68		39		39
$500 warehouse facility	August 2023	Mortgage loans or MBS	500		31		32		38		39
$450 warehouse facility	April 2023	Mortgage loans or MBS	450		—		—		87		89
$325 warehouse facility	December 2022	Mortgage loans or MBS	325		1		1		67		67
$250 warehouse facility(3)	April 2023	Mortgage loans or MBS	250		—		—		5		6
$200 warehouse facility	April 2023	Mortgage loans or MBS	200		19		25		46		58
$30 warehouse facility(4)	January 2022	Mortgage loans or MBS	—		—		—		—		—
Warehouse facilities principal amount					1,939		2,111		4,125		4,327
MSR Facilities
$800 warehouse facility(1)(5)	August 2023	MSR	800		260		2,008		260		1,107
$600 warehouse facility(6)	April 2023	MSR	600		400		883		—		838
$400 warehouse facility(2)	September 2023	MSR	400		65		1,376		—		745
$400 warehouse facility	June 2024	MSR	400		200		710		—		—
$50 warehouse facility	November 2023	MSR	50		25		77		10		124
MSR facilities principal amount					950		5,054		270		2,814
Advance, warehouse and MSR facilities principal amount					3,412		$	7,836	5,009		$	7,935
Unamortized debt issuance costs					(5)				(12)
Advance and warehouse facilities, net					$	3,407			$	4,997

(1)Total capacity for this facility is $1,200, of which $400 is internally allocated for advance financing and $800 is internally allocated for MSR financing; capacity is fully fungible and is not restricted by these allocations, in comparison to $1,200, $940, and $260 respectively in 2021.

(2)The capacity amount for this facility is $1,000, of which $400 is a sublimit for MSR financing.

(3)The capacity amount for this warehouse facility decreased from $600 to $250 in 2022.

(4)This facility was terminated in January 2022.

(5)The capacity amount for this warehouse facility increased from $260 to $800 in 2022.

(6)The capacity amount for this warehouse facility increased from $400 to $600 in 2022.

The weighted average interest rate for advance facilities was 3.1% and 3.4% for the three months ended June 30, 2022 and 2021, respectively, and 2.8% and 3.2% for the six months ended June 30, 2022 and 2021, respectively. The weighted average interest rate for warehouse and MSR facilities was 3.1% and 2.1% for three months ended June 30, 2022 and 2021, respectively, and 2.6% and 2.2% for the six months ended June 30, 2022 and 2021, respectively.

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Unsecured Senior Notes

Unsecured senior notes consist of the following:

Unsecured Senior Notes	June 30, 2022		December 31, 2021
$850 face value, 5.500% interest rate payable semi-annually, due August 2028	$	850	$	850
$650 face value, 5.125% interest rate payable semi-annually, due December 2030	650		650
$600 face value, 6.000% interest rate payable semi-annually, due January 2027	600		600
$600 face value, 5.750% interest rate payable semi-annually, due November 2031	600		600
Unsecured senior notes principal amount	2,700		2,700
Unamortized debt issuance costs	(28)		(30)
Unsecured senior notes, net	$	2,672	$	2,670

The indentures provide that on or before certain fixed dates, the Company may redeem up to 40% of the aggregate principal amount of the unsecured senior notes with the net proceeds of certain equity offerings at fixed redemption prices, plus accrued and unpaid interest, to the redemption dates, subject to compliance with certain conditions. In addition, the Company may redeem all or a portion of the unsecured senior notes at any time on or after certain fixed dates at the applicable redemption prices set forth in the indentures plus accrued and unpaid interest, to the redemption dates. No notes were repurchased or redeemed during the six months ended June 30, 2022 and 2021.

As of June 30, 2022, the expected maturities of the Company’s unsecured senior notes based on contractual maturities are as follows:

Year Ending December 31,	Amount
2022 through 2026	$	—
Thereafter	2,700
Total unsecured senior notes principal amount	$	2,700

Interest Expense

Interest expense primarily includes interest incurred on advance and warehouse facilities, unsecured senior notes, excess spread financing and compensating bank balances, as well as bank fees. The Company incurred interest expense related to advance and warehouse facilities, unsecured senior notes and excess spread financing of $90 and $176 for the three and six months ended June 30, 2022, respectively, and $90 and $183 for the three and six months ended June 30, 2021, respectively.

Financial Covenants

The Company’s credit facilities contain various financial covenants which primarily relate to required tangible net worth amounts, liquidity reserves, leverage requirements, and profitability requirements, which are measured at the Company’s operating subsidiary, Nationstar Mortgage LLC. The Company was in compliance with its required financial covenants as of June 30, 2022.

10. Securitizations and Financings

Variable Interest Entities

In the normal course of business, the Company enters into various types of on- and off-balance sheet transactions with special purpose entities (“SPEs”) determined to be VIEs, which primarily consist of securitization trusts established for a limited purpose. Generally, these SPEs are formed for the purpose of securitization transactions in which the Company transfers assets to an SPE, which then issues to investors various forms of debt obligations supported by those assets.

The Company has determined that the SPEs created in connection with certain advance facilities trusts should be consolidated as the Company is the primary beneficiary of each of these entities.

19

A summary of the assets and liabilities of the Company’s transactions with VIEs included in the Company’s condensed consolidated balance sheets is presented below:

	June 30, 2022		December 31, 2021
Consolidated Transactions with VIEs	Transfers Accounted for as Secured Borrowings		Transfers Accounted for as Secured Borrowings
Assets
Restricted cash	$	45	$	50
Advances and other receivables, net	358		387
Total assets	$	403	$	437
Liabilities
Advance facilities, net(1)	$	301	$	322
Payables and other liabilities	—		1
Total liabilities	$	301	$	323

(1)Refer to advance facilities in Note 9, Indebtedness, for additional information.

The following table shows a summary of the outstanding collateral and certificate balances for securitization trusts for which the Company was the transferor, including any retained beneficial interests and MSRs, that were not consolidated by the Company:

Unconsolidated Securitization Trusts	June 30, 2022		December 31, 2021
Total collateral balances - UPB	$	1,034	$	1,122
Total certificate balances	$	1,012	$	1,112

The Company has not retained any variable interests in the unconsolidated securitization trusts that were outstanding as of June 30, 2022 and December 31, 2021. Therefore, it does not have a significant maximum exposure to loss related to these unconsolidated VIEs.

A summary of mortgage loans transferred by the Company to unconsolidated securitization trusts that are 60 days or more past due are presented below:

Principal Amount of Transferred Loans 60 Days or More Past Due	June 30, 2022		December 31, 2021
Unconsolidated securitization trusts	$	127	$	138

11. Earnings Per Share

The Company computes earnings per share using the two-class method, which is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. The Series A Preferred Stock is considered participating securities because it has dividend rights determined on an as-converted basis in the event of Company’s declaration of a dividend or distribution for common shares. In 2021, the Company repurchased a total of 14.8 million shares of its common stock from affiliates of Kohlberg Kravis Roberts & Co. L.P. (“KKR”), a related party of the Company. In addition, in August 2021, the Company repurchased 1.0 million shares of its preferred stock from affiliates of KKR. After giving effect to these transactions, KKR no longer held any equity interests in the Company.

20

The following table sets forth the computation of basic and diluted net income per common share (amounts in millions, except per share amounts):

	Three Months Ended June 30,				Six Months Ended June 30,
Computation of Earnings Per Share	2022		2021		2022		2021
Net income from continuing operations	$	151	$	427	$	809	$	986
Less: Undistributed earnings from continuing operations attributable to participating stockholders	—		4		—		9
Net income from continuing operations attributable to Mr. Cooper common stockholders	$	151	$	423	$	809	$	977
Net income from discontinued operations	$	—	$	12	$	—	$	14
Less: Undistributed earnings from discontinued operations attributable to participating stockholders	—		—		—		—
Net income from discontinued operations attributable to Mr. Cooper common stockholders	$	—	$	12	$	—	$	14
Net income	$	151	$	439	$	809	$	1,000
Less: Undistributed earnings attributable to participating stockholders	—		4		—		9
Net income attributable to common stockholders	$	151	$	435	$	809	$	991
Earnings from continuing operations per common share attributable to Mr. Cooper:
Basic	$	2.08	$	4.91	$	11.04	$	11.13
Diluted	$	2.03	$	4.72	$	10.74	$	10.65
Earnings from discontinued operations per common share attributable to Mr. Cooper:
Basic	$	—	$	0.14	$	—	$	0.16
Diluted	$	—	$	0.13	$	—	$	0.15
Earnings per common share attributable to Mr. Cooper:
Basic	$	2.08	$	5.05	$	11.04	$	11.29
Diluted	$	2.03	$	4.85	$	10.74	$	10.80
Weighted average shares of common stock outstanding (in thousands):
Basic	72,709		86,142		73,278		87,791
Dilutive effect of stock awards	1,618		2,664		2,052		3,123
Dilutive effect of participating securities	—		839		—		839
Diluted	74,327		89,645		75,330		91,753

12. Income Taxes

For the three and six months ended June 30, 2022, the effective tax rate for continuing operations was 26.0% and 24.4%, respectively, which differed from the statutory federal rate of 21% primarily due to state income taxes and nondeductible executive compensation. The effective tax rate increased during the three and six months ended June 30, 2022 compared to the same period in 2021, primarily due to the impact of quarterly discrete tax items relative to the income before taxes for the respective periods, including the excess tax benefit from stock-based compensation and prior period tax credits.

21

For the three and six months ended June 30, 2021, the effective tax rate for continuing operations was 24.8% and 23.7% which differed from the statutory federal rate of 21% primarily due to state income taxes, as well as unfavorable permanent differences including executive compensation.

13. Fair Value Measurements

Fair value is a market-based measurement, not an entity-specific measurement, and should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, a three-tiered fair value hierarchy has been established based on the level of observable inputs used in the measurement of fair value (e.g., Level 1 representing quoted prices for identical assets or liabilities in an active market; Level 2 representing values using observable inputs other than quoted prices included within Level 1; and Level 3 representing estimated values based on significant unobservable inputs).

There have been no significant changes to the valuation techniques and inputs used by the Company in estimating fair values of Level 2 and Level 3 assets and liabilities as disclosed in the Company’s Annual Reports on Form 10-K for the year ended December 31, 2021.

The following tables present the estimated carrying amount and fair value of the Company’s financial instruments and other assets and liabilities measured at fair value on a recurring basis:

	June 30, 2022
			Recurring Fair Value Measurements
Fair Value - Recurring Basis	Total Fair Value		Level 1		Level 2		Level 3
Assets
Mortgage loans held for sale	$	2,072	$	—	$	2,072	$	—
Mortgage servicing rights	6,151		—		—		6,151
Equity securities	59		5		—		54
Derivative financial instruments
IRLCs	62		—		—		62
LPCs	3		—		—		3
Forward MBS trades	12		—		12		—
Liabilities
Derivative financial instruments
IRLCs	1		—		—		1
LPCs	1		—		—		1
Forward MBS trades	13		—		13		—
Treasury futures	18		—		18		—
Mortgage servicing rights financing	24		—		—		24
Excess spread financing	532		—		—		532

22

	December 31, 2021
			Recurring Fair Value Measurements
Fair Value - Recurring Basis	Total Fair Value		Level 1		Level 2		Level 3
Assets
Mortgage loans held for sale	$	4,381	$	—	$	4,381	$	—
Mortgage servicing rights	4,223		—		—		4,223
Equity securities	63		9		—		54
Derivative financial instruments
IRLCs	134		—		—		134
Forward MBS trades	7		—		7		—
LPCs	3		—		—		3
Liabilities
Derivative financial instruments
Forward MBS trades	8		—		8		—
LPCs	2		—		—		2
Swap futures	6		—		6		—
Mortgage servicing rights financing	10		—		—		10
Excess spread financing	768		—		—		768

The tables below present a reconciliation for all of the Company’s Level 3 assets and liabilities measured at fair value on a recurring basis:

	Six Months Ended June 30, 2022
	Assets						Liabilities
Fair Value - Level 3 Assets and Liabilities	Mortgage servicing rights		Equity securities		IRLCs		Excess spread financing		Mortgage servicing rights financing
Balance - beginning of period	$	4,223	$	54	$	134	$	768	$	10
Changes in fair value included in earnings	663		—		(72)		117		14
Purchases	1,178		—		—		—		—
Issuances	360		—		—		—		—
Sales	(289)		—		—		—		—
Repayments	—		—		—		(292)		—
Settlements	—		—		—		(61)		—
Other changes	16		—		—		—		—
Balance - end of period	$	6,151	$	54	$	62	$	532	$	24

	Six Months Ended June 30, 2021
	Assets				Liabilities
Fair Value - Level 3 Assets and Liabilities	Mortgage servicing rights		IRLCs		Excess spread financing		Mortgage servicing rights financing
Balance - beginning of period	$	2,703	$	414	$	934	$	33
Changes in fair value included in earnings	(190)		(210)		14		(12)
Purchases	218		—		—		—
Issuances	554		—		—		—
Sales	(12)		—		—		—
Settlements	—		—		(81)		—
Other changes	34		—		—		—
Balance - end of period	$	3,307	$	204	$	867	$	21

23

No transfers were made in or out of Level 3 fair value assets and liabilities for the Company during the six months ended June 30, 2022 and 2021.

The tables below present the quantitative information for significant unobservable inputs used in the fair value measurement of Level 3 assets and liabilities.

	June 30, 2022									December 31, 2021
	Range						Weighted Average			Range						Weighted Average
Level 3 Inputs	Min			Max						Min			Max
MSR(1)
Discount rate	10.4		%	13.7		%	11.3		%	9.5		%	13.7		%	10.9		%
Prepayment speed	6.7		%	14.0		%	7.7		%	11.7		%	16.4		%	13.0		%
Cost to service per loan(2)	$	58		$	114		$	74		$	59		$	168		$	77
Average life(3)							7.9 years									5.8 years
IRLCs
Value of servicing (reflected as a percentage of loan commitment)	—		%	4.5		%	1.8		%	(0.7)		%	2.4		%	1.4		%
Excess spread financing(1)
Discount rate	10.0		%	13.8		%	11.3		%	9.5		%	13.8		%	11.2		%
Prepayment speed	7.4		%	14.0		%	9.7		%	12.8		%	15.2		%	13.4		%
Average life(3)							6.5 years									5.4 years
Mortgage servicing rights financing
Advance financing and counterparty fee rates	4.8		%	8.5		%	7.2		%	4.5		%	7.9		%	6.5		%
Annual advance recovery rates	17.7		%	23.4		%	19.0		%	19.2		%	23.0		%	21.3		%

(1)The inputs are weighted by investor.

(2)Presented in whole dollar amounts.

(3)Average life is included for informational purposes.

The tables below present a summary of the estimated carrying amount and fair value of the Company’s financial instruments not carried at fair value:

	June 30, 2022
	Carrying Amount		Fair Value
Financial Instruments			Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	514	$	514	$	—	$	—
Restricted cash	115		115		—		—
Advances and other receivables, net	892		—		—		892
Loans subject to repurchase from Ginnie Mae	1,400		—		1,400		—
Financial liabilities
Unsecured senior notes, net	2,672		2,152		—		—
Advance and warehouse facilities, net	3,407		—		3,412		—
Liability for loans subject to repurchase from Ginnie Mae	1,400		—		1,400		—

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	December 31, 2021
	Carrying Amount		Fair Value
Financial Instruments			Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	895	$	895	$	—	$	—
Restricted cash	146		146		—		—
Advances and other receivables, net	1,228		—		—		1,228
Loans subject to repurchase from Ginnie Mae	1,496		—		1,496		—
Financial liabilities
Unsecured senior notes, net	2,670		2,737		—		—
Advance and warehouse facilities, net	4,997		—		5,009		—
Liability for loans subject to repurchase from Ginnie Mae	1,496		—		1,496		—

14. Capital Requirements

Certain of the Company’s secondary market investors require minimum net worth (“capital”) requirements, as specified in the respective selling and servicing agreements. In addition, these investors may require capital ratios in excess of the stated requirements to approve large servicing transfers. To the extent that these requirements are not met, the Company’s secondary market investors may utilize a range of remedies ranging from sanctions, suspension or ultimately termination of the Company’s selling and servicing agreements, which would prohibit the Company from further originating or securitizing these specific types of mortgage loans or being an approved servicer. The Company’s various capital requirements related to its outstanding selling and servicing agreements are measured based on the Company’s operating subsidiary, Nationstar Mortgage LLC. As of June 30, 2022, the Company was in compliance with its selling and servicing capital requirements.

15. Commitments and Contingencies

Litigation and Regulatory

The Company and its subsidiaries are routinely and currently involved in a significant number of legal proceedings, including, but not limited to, judicial, arbitration, regulatory and governmental proceedings related to matters that arise in connection with the conduct of the Company’s business. The legal proceedings are at varying stages of adjudication, arbitration or investigation and are generally based on alleged violations of consumer protection, securities, employment, contract, tort, common law fraud and other numerous laws, including, without limitation, the Equal Credit Opportunity Act, Fair Debt Collection Practices Act, Fair Credit Reporting Act, Real Estate Settlement Procedures Act, National Housing Act, Homeowners Protection Act, Service Member’s Civil Relief Act, Telephone Consumer Protection Act, Truth in Lending Act, Financial Institutions Reform, Recovery, and Enforcement Act of 1989, unfair, deceptive or abusive acts or practices in violation of the Dodd-Frank Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Home Mortgage Disclosure Act, Title 11 of the United States Code (aka the “Bankruptcy Code”), False Claims Act and Making Home Affordable loan modification programs.

In addition, along with others in its industry, the Company is subject to repurchase and indemnification claims and may continue to receive claims in the future, regarding alleged breaches of representations and warranties relating to the sale of mortgage loans, the placement of mortgage loans into securitization trusts or the servicing of mortgage loans securitizations. The Company is also subject to legal actions or proceedings related to loss sharing and indemnification provisions of its various acquisitions. Certain of the pending or threatened legal proceedings include claims for substantial compensatory, punitive and/ or statutory damages or claims for an indeterminate amount of damages.

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The Company operates within highly regulated industries on a federal, state and local level. In the normal and ordinary course of its business, the Company is routinely subject to extensive examinations, investigations, subpoenas, inquiries and reviews by various federal, state and local governmental, regulatory and enforcement agencies, including the Consumer Financial Protection Bureau, the Securities and Exchange Commission, the Department of Justice, the Office of the Special Inspector General for the Troubled Asset Relief Program, the U.S. Department of Housing and Urban Development, various State mortgage banking regulators and various State Attorneys General, related to the Company’s residential loan servicing and origination practices, its financial reporting and other aspects of its businesses. Any pending or potential future investigations, subpoenas, examinations or inquiries may lead to administrative, civil or criminal proceedings or settlements, and possibly result in remedies including fines, penalties, restitution, or alterations in the Company’s business practices, and additional expenses and collateral costs. The Company is cooperating fully in these matters. Responding to these matters requires the Company to devote substantial resources, resulting in higher costs and lower net cash flows. Adverse results in any of these matters could further increase the Company’s operating expenses and reduce its revenues, require it to change business practices and limit its ability to grow and otherwise materially and adversely affect its business, reputation, financial condition and results of operation.

The Company seeks to resolve all legal proceedings and other matters in the manner management believes is in the best interest of the Company and contests liability, allegations of wrongdoing and, where applicable, the amount of damages or scope of any penalties or other relief sought as appropriate in each pending matter. The Company has entered into agreements with a number of entities and regulatory agencies that toll applicable limitations periods with respect to their claims.

On at least a quarterly basis, the Company assesses its liabilities and contingencies in connection with outstanding legal and regulatory and governmental proceedings utilizing the latest information available. Where available information indicates that it is probable a liability has been incurred, and the Company can reasonably estimate the amount of the loss, an accrued liability is established. The actual costs of resolving these proceedings may be substantially higher or lower than the amounts accrued.

As a legal matter develops, the Company, in conjunction with any outside counsel handling the matter, evaluates on an ongoing basis whether such matter presents a loss contingency that is both probable and estimable. If, at the time of evaluation, the loss contingency is not both probable and reasonably estimable, the matter will continue to be monitored for further developments that would make such loss contingency both probable and reasonably estimable. Once the matter is deemed to be both probable and reasonably estimable, the Company will establish an accrued liability and record a corresponding amount to legal-related expense. The Company will continue to monitor the matter for further developments that could affect the amount of the accrued liability that has been previously established. The Company recorded legal-related expenses, net of recoveries, which includes legal settlements and the fees paid to external legal service providers, of $10 and $8 for three and six months ended June 30, 2022, respectively, and $8 and $21 for three and six months ended June 30, 2021, respectively, which are included in general and administrative expenses on the unaudited condensed consolidated statements of operations.

For matters for which a loss is probable or reasonably possible in future periods, whether in excess of a related accrued liability or where there is no accrued liability, the Company may be able to estimate a range of possible loss. In determining whether it is possible to provide an estimate of loss or range of possible loss, the Company reviews and evaluates its material legal matters on an ongoing basis, in conjunction with any outside counsel handling the matter. Management currently believes the aggregate range of reasonably possible loss is $4 to $7 in excess of the accrued liability (if any) related to those matters as of June 30, 2022. This estimated range of possible loss is based upon currently available information and is subject to significant judgment, numerous assumptions and known and unknown uncertainties. The matters underlying the estimated range will change from time to time, and actual results may vary substantially from the current estimate. Those matters for which an estimate is not possible are not included within the estimated range. Therefore, this estimated range of possible loss represents what management believes to be an estimate of possible loss only for certain matters meeting these criteria. It does not represent the Company’s maximum loss exposure and the Company cannot provide assurance that its litigations reserves will not need to be adjusted in the future. Thus, the Company’s exposure and ultimate losses may be higher, possibly significantly so, than the amounts accrued or this aggregate amount.    

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In the Company’s experience, legal proceedings are inherently unpredictable. One or more of the following factors frequently contribute to this inherent unpredictability: the proceeding is in its early stages; the damages sought are unspecified, unsupported or uncertain; it is unclear whether a case brought as a class action will be allowed to proceed on that basis or, if permitted to proceed as a class action, how the class will be defined; the other party is seeking relief other than or in addition to compensatory damages (including, in the case of regulatory and governmental investigations and inquiries, the possibility of fines and penalties); the matter presents meaningful legal uncertainties, including novel issues of law; the Company has not engaged in meaningful settlement discussions; discovery has not started or is not complete; there are significant facts in dispute; predicting possible outcomes depends on making assumptions about future decisions of courts or governmental or regulatory bodies or the behavior of other parties; and there are a large number of parties named as defendants (including where it is uncertain how damages or liability, if any, will be shared among multiple defendants). Generally, the less progress that has been made in the proceedings or the broader the range of potential results, the harder it is for the Company to estimate losses or ranges of losses that is reasonably possible the Company could incur.

Based on current knowledge, and after consultation with counsel, management believes that the current legal accrued liability within payables and accrued liabilities, is appropriate, and the amount of any incremental liability arising from these matters is not expected to have a material adverse effect on the consolidated financial condition of the Company, although the outcome of such proceedings could be material to the Company’s operating results and cash flows for a particular period depending, on among other things, the level of the Company’s revenues or income for such period. However, in the event of significant developments on existing cases, it is possible that the ultimate resolution, if unfavorable, may be material to the Company’s condensed consolidated financial statements.

Other Loss Contingencies

As part of the Company’s ongoing operations, it acquires servicing rights of mortgage loan portfolios that are subject to indemnification based on the representations and warranties of the seller. From time to time, the Company will seek recovery under these representations and warranties for incurred costs. The Company believes all balances sought from sellers recorded in advances and other receivables represent valid claims. However, the Company acknowledges that the claims process can be prolonged due to the required time to perfect claims at the loan level. Because of the required time to perfect or remediate these claims, management relies on the sufficiency of documentation supporting the claim, current negotiations with the counterparty and other evidence to evaluate whether a reserve is required for non-recoverable balances. In the absence of successful negotiations with the seller, all amounts claimed may not be recovered. Balances may be written-off and charged against earnings when management identifies amounts where recoverability from the seller is not likely. As of June 30, 2022, the Company believes all recorded balances for which recovery is sought from the seller are valid claims, and no evidence suggests additional reserves are warranted.

Loan and Other Commitments

The Company enters into IRLCs with prospective borrowers whereby the Company commits to lend a certain loan amount under specific terms and interest rates to the borrower. The Company also enters into LPCs with prospective sellers. These loan commitments are treated as derivatives and are carried at fair value. See Note 8, Derivative Financial Instruments, for more information.

16. Segment Information

The Company’s segments are based upon the Company’s organizational structure, which focuses primarily on the services offered. Corporate functional expenses are allocated to individual segments based on the actual cost of services performed, direct resource utilization, estimate of percentage use for shared services or headcount percentage for certain functions. Facility costs are allocated to individual segments based on cost per headcount for specific facilities utilized. Group insurance costs are allocated to individual segments based on global cost per headcount. Non-allocated corporate expenses include the administrative costs of executive management and other corporate functions that are not directly attributable to Company’s operating segments. Revenues generated on inter-segment services performed are valued based on similar services provided to external parties.

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In the third quarter of 2021, the Company updated its presentation of segments to align with a change in the reporting package provided to the Chief Operating Decision Maker. In 2021, the Company sold its Title business, Valuations business and Field Services business. The Title, Valuations and Field Services businesses were previously reported under the Xome segment. With the sale of the majority of Xome’s operations and the related changes to business structure and internal reporting, the Xome segment is no longer considered a reportable segment. Accordingly, beginning in the third quarter of 2021, the Company began reporting Xome’s financial results within Corporate/Other. Prior year financial information has been adjusted retrospectively to reflect the updated presentation.

On December 1, 2021, the Company completed the sale of its reverse servicing portfolio, operating under the Champion Mortgage brand, to MAM and its affiliates. The reverse servicing operation was previously reported in the Company’s Servicing segment. The reverse servicing operation is presented as discontinued operations in Company’s condensed financial statements for all periods presented and, as such, is not included in the continuing operations of the Servicing segment.

On March 31, 2022, the Company completed the sale of its Mortgage Servicing Platform to Sagent and recorded a gain of $223, which was included in other income, net within the condensed statements of operations and reported under Corporate/Other. Refer to Note 2, Dispositions for further details.

The following tables present financial information by segment:

	Three Months Ended June 30, 2022
Financial Information by Segment	Servicing		Originations		Corporate/Other		Consolidated
Revenues
Service related, net	$	414	$	24	$	22	$	460
Net (loss) gain on mortgage loans held for sale	(19)		158		—		139
Total revenues	395		182		22		599
Total expenses	143		126		59		328
Interest income	35		15		—		50
Interest expense	(61)		(10)		(40)		(111)
Other expense, net	—		—		(5)		(5)
Total other (expenses) income, net	(26)		5		(45)		(66)
Income (loss) from continuing operations before income tax expense (benefit)	$	226	$	61	$	(82)	$	205
Depreciation and amortization for property and equipment and intangible assets from continuing operations	$	5	$	5	$	(1)	$	9
Total assets	$	9,645	$	1,381	$	1,869	$	12,895

	Three Months Ended June 30, 2021
Financial Information by Segment	Servicing		Originations		Corporate/Other		Consolidated
Revenues
Service related, net	$	(92)	$	45	$	39	$	(8)
Net gain on mortgage loans held for sale	197		385		—		582
Total revenues	105		430		39		574
Total expenses	121		226		78		425
Interest income	25		26		—		51
Interest expense	(65)		(23)		(31)		(119)
Other income, net	—		—		486		486
Total other (expenses) income, net	(40)		3		455		418
(Loss) income from continuing operations before income tax (benefit) expense	$	(56)	$	207	$	416	$	567
Depreciation and amortization for property and equipment and intangible assets from continuing operations	$	7	$	6	$	3	$	16
Total assets	$	15,973	$	4,582	$	2,753	$	23,308

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	Six Months Ended June 30, 2022
Financial Information by Segment	Servicing		Originations		Corporate/Other		Consolidated
Revenues
Service related, net	$	1,115	$	66	$	34	$	1,215
Net (loss) gain on mortgage loans held for sale	(4)		440		—		436
Total revenues	1,111		506		34		1,651
Total expenses	266		300		100		666
Interest income	54		32		—		86
Interest expense	(115)		(22)		(80)		(217)
Other income, net	—		—		217		217
Total other (expenses) income, net	(61)		10		137		86
Income from continuing operations before income tax expense	$	784	$	216	$	71	$	1,071
Depreciation and amortization for property and equipment and intangible assets from continuing operations	$	10	$	9	$	1	$	20
Total assets	$	9,645	$	1,381	$	1,869	$	12,895

	Six Months Ended June 30, 2021
Financial Information by Segment	Servicing		Originations		Corporate/Other		Consolidated
Revenues
Service related, net	$	349	$	88	$	135	$	572
Net gain on mortgage loans held for sale	324		937		—		1,261
Total revenues	673		1,025		135		1,833
Total expenses	231		457		191		879
Interest income	48		49		—		97
Interest expense	(136)		(48)		(61)		(245)
Other income, net	—		—		486		486
Total other (expenses) income, net	(88)		1		425		338
Income from continuing operations before income tax expense	$	354	$	569	$	369	$	1,292
Depreciation and amortization for property and equipment and intangible assets from continuing operations	$	12	$	10	$	9	$	31
Total assets	$	15,973	$	4,582	$	2,753	$	23,308

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CAUTIONS REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of the U.S. federal securities laws. These forward-looking statements include, without limitation, statements concerning plans, objectives, goals, projections, strategies, core initiatives, future events or performance, and underlying assumptions and other statements, which are not statements of historical facts, including the projected impact of COVID-19 on our business, financial performance and operating results. When used in this discussion, the words “anticipate,” “appears,” “believe,” “foresee,” “intend,” “should,” “expect,” “estimate,” “project,” “plan,” “may,” “could,” “will,” “are likely” and similar expressions are intended to identify forward-looking statements. These statements involve predictions of our future financial condition, performance, plans and strategies and are thus dependent on a number of factors including, without limitation, assumptions and data that may be imprecise or incorrect. Specific factors that may impact performance or other predictions of future actions have, in many but not all cases, been identified in connection with specific forward-looking statements. As with any projection or forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances, and we are under no obligation to, and express disclaim any obligation, to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.

A number of important factors exist that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such a difference include, but are not limited to:

•economic, financial and public health disruptions caused by the COVID-19 pandemic and federal, state and local governmental responses to the pandemic;

•our ability to maintain or grow the size of our servicing portfolio;

•our ability to maintain or grow our originations volume and profitability;

•our ability to recapture voluntary prepayments related to our existing servicing portfolio;

•our shift in the mix of our servicing portfolio to subservicing, which is highly concentrated;

•delays in our ability to collect or be reimbursed for servicing advances;

•our ability to obtain sufficient liquidity and capital to operate our business;

•changes in prevailing interest rates;

•our ability to successfully implement our strategic initiatives;

•our ability to realize anticipated benefits of our previous acquisitions;

•our ability to use net operating loss carryforwards and other tax attributes;

•changes in our business relationships or changes in servicing guidelines with Fannie Mae, Freddie Mac and Ginnie Mae;

•our ability to pay down debt;

•our ability to manage legal and regulatory examinations and enforcement investigations and proceedings, compliance requirements and related costs;

•our ability to prevent cyber intrusions and mitigate cyber risks; and

•our ability to maintain our licenses and other regulatory approvals.

All of these factors are difficult to predict, contain uncertainties that may materially affect actual results and may be beyond our control. New factors emerge from time to time, and it is not possible for our management to predict all such factors or to assess the effect of each such new factor on our business. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and any of these statements included herein may prove to be inaccurate. Given the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements, or our objectives and plans will be achieved. Please refer to Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in this report and in our Annual Report on Form 10-K for the year ended December 31, 2021 for further information on these and other risk factors affecting us.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2021. The following discussion contains, in addition to the historical information, forward-looking statements that include risks, assumptions and uncertainties that could cause actual results to differ materially from those anticipated by such statements.

Dollar amounts are reported in millions, except per share data and other key metrics, unless otherwise noted.

We have provided a glossary of terms, which defines certain industry-specific and other terms that are used herein, at the end of the MD&A section.

Overview

We are a leading servicer and originator of residential mortgage loans. Our purpose is to keep the dream of homeownership alive, and we do this as a servicer by helping mortgage borrowers manage what is typically their largest financial asset, and by helping our investors maximize the returns from their portfolios of residential mortgages. We have a track record of significant growth, having expanded our servicing portfolio from $10 billion in 2009 to $804 billion as of June 30, 2022. We believe this track record reflects our strong operating capabilities, which include a low-cost servicing platform, strong loss mitigation skills, a commitment to compliance, a customer-centric culture, a demonstrated ability to retain customers, growing origination capabilities, and significant investment in technology.

Our strategy is to position the Company for sustainable long-term growth, drive improved efficiency and profitability, and generate a return on tangible equity of 12% or higher. Key strategic priorities include the following:

•Strengthen our balance sheet by building capital and liquidity, and managing interest rate and other forms of risk;

•Improve efficiency by driving continuous improvement in unit costs for Servicing and Originations segments, as well as by taking corporate actions to eliminate costs throughout the organization;

•Grow our servicing portfolio to $1 trillion in UPB by acquiring new customers and retaining existing customers;

•Achieve a refinance recapture rate of 60%;

•Delight our customers and keep Mr. Cooper a great place for our team members to work;

•Reinvent the customer experience by acting as the customer’s advocate and by harnessing technology to deliver digital solutions that are personalized and friction-less;

•Sustain the talent of our people and the culture of our organization; and

•Maintain strong relationships with agencies, investors, regulators, and other counterparties and a strong reputation for compliance and customer service.

Impact of the COVID-19 Pandemic

We implemented the provisions of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), which makes available forbearance plans for up to eighteen months for borrowers under government and government agency mortgage programs, which we extended to borrowers in our private label mortgage servicing portfolio. As of June 30, 2022, approximately 1.0% of our customers were on a forbearance plan, down from a peak of 7.2% in July 2020. We include loans in forbearance related to the CARES Act, whereby no payments have been received from borrowers for greater than 90 days, in loans subject to repurchase rights from Ginnie Mae in other assets and payables and other liabilities on a gross basis. The balance decreased to $1,241 as of June 30, 2022 from $1,301 as of December 31, 2021.

Anticipated Trends

In the second quarter of 2022, our servicing portfolio grew to $804 billion and we made progress towards our $1 trillion UPB goal. We expect to see continued portfolio growth in 2022, at a measured pace, through acquisitions or execution of additional subservicing contracts for the remainder of the year. In addition, we continue to expect the Servicing segment to benefit from rising interest rates, including decreased amortization, lower prepayment speeds and increased interest income. In the second quarter, our Originations segment met our strategic target of 60% refinance recapture and expect continued strong performance from refinance recapture through the end of the year.

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In 2022, the inflation rate has continued to increase. Inflationary pressures may limit a borrower’s disposable income, which can decrease customers’ ability to enter into mortgage transactions. Inflationary pressures, along with supply chain disruptions, may also increase our operating costs. However, historically changes in interest rates have a greater impact on our financial results than changes in inflation. While interest rates are greatly influenced by changes in the inflation rate, they do not necessarily change at the same rate or extent as the inflation rate.

Results of Operations

Table 1. Consolidated Operations

	Three Months Ended June 30,
	2022		2021		Change
Revenues - operational(1)	$	399	$	714	$	(315)
Revenues - mark-to-market	200		(140)		340
Total revenues	599		574		25
Total expenses	328		425		(97)
Total other (expenses) income, net	(66)		418		(484)
Income from continuing operations before income tax expense	205		567		(362)
Less: Income tax expense	54		140		(86)
Net income from continuing operations	$	151	$	427	$	(276)

(1)Revenues - operational consists of total revenues, excluding mark-to-market.

During the three months ended June 30, 2022, income from continuing operations before income tax expense decreased to $205 from $567 in 2021. The decrease was primarily driven by the change in total other (expenses) income, net, partially offset by lower total expenses. The change in total other (expenses) income, net was primarily due to completion of the sale of our Title business, which resulted in a $487 gain in 2021. The decrease in total expenses was primarily driven by lower salaries, wages and benefits in our Originations segment due to lower headcount in both the direct-to-consumer and correspondent channels as a result of right sizing the organization consistent with lower origination volumes. See further discussions in the Segment Results section of the MD&A.

The effective tax rate for continuing operations during the three months ended June 30, 2022 was 26.0% as compared to 24.8% in 2021. The change in effective tax rate is primarily attributable to the impact of quarterly discrete tax items relative to income before taxes for the respective period, including the excess tax benefit from stock-based compensation and prior period tax credits.

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Table 1.1 Consolidated Operations

	Six Months Ended June 30,
	2022		2021		Change
Revenues - operational(1)	$	898	$	1,608	$	(710)
Revenues - mark-to-market	753		225		528
Total revenues	1,651		1,833		(182)
Total expenses	666		879		(213)
Total other income, net	86		338		(252)
Income from continuing operations before income tax expense	1,071		1,292		(221)
Less: Income tax expense	262		306		(44)
Net income from continuing operations	$	809	$	986	$	(177)

(1)Revenues - operational consists of total revenues, excluding mark-to-market.

During the six months ended June 30, 2022, income from continuing operations before income tax expense decreased to $1,071 from $1,292 in 2021. The decrease was primarily driven by a decrease in total other income (expenses), net and total revenues, partially offset by lower total expenses. Total other income (expenses), net decreased primarily due to a $223 gain recorded in the first quarter of 2022 upon completion of the Sagent Transaction compared to a $487 gain recorded in the second quarter of 2021 upon completion of the sale of our Title business. See further discussions in Note 2, Dispositions, in the Notes to the Condensed Consolidated Financial Statements. Total revenues decreased primarily due to a decrease in revenues from our Originations segment due to lower origination volumes, partially offset by an increase in favorable mark-to-market adjustments from our Servicing segment, both primarily driven by higher mortgage rates in 2022. The decrease in total expenses was primarily driven by lower salaries, wages and benefits in our Originations segment due to lower headcount as we right sized the organization in both the direct-to-consumer and correspondent channels as a result of lower origination volumes. See further discussions in the Segment Results section of the MD&A.

The effective tax rate for continuing operations during the six months ended June 30, 2022 was 24.4% as compared to 23.7% in 2021. The change in effective tax rate is primarily attributable to the impact of quarterly discrete tax items relative to income before taxes for the respective period, including the excess tax benefit from stock-based compensation and prior period tax credits.

Segment Results

Our operations are conducted through two segments: Servicing and Originations.

•The Servicing segment performs operational activities on behalf of investors or owners of the underlying mortgages, including collecting and disbursing borrower payments, investor reporting, customer service, modifying loans where appropriate to help borrowers stay current, and when necessary performing collections, foreclosures, and the sale of REO.

•The Originations segment originates residential mortgage loans through our direct-to-consumer channel, which provides refinance options for our existing customers, and through our correspondent channel, which purchases or originates loans from mortgage bankers.

Refer to Note 16, Segment Information, in the Notes to the Condensed Consolidated Financial Statements for a summary of segment results.

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Servicing Segment

The Servicing segment’s strategy is to generate income by growing the portfolio and maximizing the servicing margin. We believe several competitive strengths have been critical to our long-term growth as a servicer, including our low-cost platform that creates operating leverage, our skill in mitigating losses for investors, our commitment to strong customer service and regulatory compliance, our history of successfully boarding new loans, and the ability to retain existing customers by offering attractive refinance options. We believe that our operational capabilities are reflected in our strong servicer ratings.

Table 2. Servicer Ratings

	Fitch(1)	Moody’s(2)	S&P(3)
Rating date	May 2021	April 2022	June 2022
Residential	RPS2	SQ2-	Above Average
Master Servicer	RMS2+	SQ2+	Above Average
Special Servicer	RSS2	SQ2-	Above Average
Subprime Servicer	RPS2	SQ2-	Above Average

(1)Fitch Rating Scale of 1 (Highest Performance) to 5 (Low/No Proficiency)

(2)Moody’s Rating Scale of SQ1 (Strong Ability/Stability) to SQ5 (Weak Ability/Stability)

(3)S&P Rating Scale of Strong to Weak

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The following tables set forth the results of operations for the Servicing segment:

Table 3. Servicing Segment Results of Operations

	Three Months Ended June 30,
	2022				2021				Change
	Amt			bps(1)	Amt			bps(1)	Amt			bps
Revenues
Operational	$	394		20	$	443		27	$	(49)		(7)
Amortization, net of accretion	(199)			(10)	(198)			(12)	(1)			2
Mark-to-market	200			10	(140)			(9)	340			19
Total revenues	395			20	105			6	290			14
Expenses
Salaries, wages and benefits	84			4	70			4	14			—
General and administrative
Servicing support fees	24			1	22			1	2			—
Corporate and other general and administrative expenses	32			2	30			2	2			—
Foreclosure and other liquidation related recoveries, net	(2)			—	(8)			—	6			—
Depreciation and amortization	5			—	7			—	(2)			—
Total general and administrative expenses	59			3	51			3	8			—
Total expenses	143			7	121			7	22			—
Other income (expense)
Other interest income	35			2	25			2	10			—
Advance interest expense	(8)			(1)	(8)			—	—			(1)
Other interest expense	(53)			(3)	(57)			(4)	4			1
Interest expense	(61)			(4)	(65)			(4)	4			—
Total other expenses, net	(26)			(2)	(40)			(2)	14			—
Income (loss) before income tax expense (benefit)	$	226		11	$	(56)		(3)	$	282		14
Weighted average cost - advance facilities	3.1		%		3.4		%		(0.3)		%
Weighted average cost - excess spread financing	8.7		%		9.0		%		(0.3)		%

(1)Calculated basis points (“bps”) are as follows: Annualized dollar amount/Total average UPB X 10000.

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Table 3.1 Servicing - Revenues

	Three Months Ended June 30,
	2022			2021			Change
	Amt		bps(1)	Amt		bps(1)	Amt		bps
MSR Operational Revenue
Base servicing fees	$	324	16	$	223	14	$	101	2
Modification fees(2)	4		—	7		—	(3)		—
Incentive fees(2)	—		—	—		—	—		—
Late payment fees(2)	15		1	14		1	1		—
Other ancillary revenues(2)	15		1	210		13	(195)		(12)
Total MSR operational revenue	358		18	454		28	(96)		(10)
Base subservicing fees and other subservicing revenue(2)	68		3	65		4	3		(1)
Total servicing fee revenue	426		21	519		32	(93)		(11)
MSR financing liability costs	(5)		—	(6)		(1)	1		1
Excess spread payments and portfolio runoff	(27)		(1)	(70)		(4)	43		3
Total operational revenue	394		20	443		27	(49)		(7)
Amortization, Net of Accretion
MSR amortization	(226)		(11)	(268)		(16)	42		5
Excess spread accretion	27		1	70		4	(43)		(3)
Total amortization, net of accretion	(199)		(10)	(198)		(12)	(1)		2
Mark-to-Market Adjustments
MSR MTM	326		16	(200)		(13)	526		29
MTM Adjustments(3)	(94)		(4)	31		2	(125)		(6)
Excess spread / financing MTM	(32)		(2)	29		2	(61)		(4)
Total MTM adjustments	200		10	(140)		(9)	340		19
Total revenues - Servicing	$	395	20	$	105	6	$	290	14

    

(1)Calculated basis points (“bps”) are as follows: Annualized dollar amount/Total average UPB X 10000.

(2)Certain ancillary and other non-base fees related to subservicing operations are separately presented as other subservicing revenues.

(3)MTM Adjustments includes the impact of negative modeled cash flows which have been transferred to reserves on advances and other receivables. The negative modeled cash flows relate to advances and other receivables associated with inactive and liquidated loans that are no longer part of the MSR portfolio. The impact of negative modeled cash flows was $6 and $8 during the three months ended June 30, 2022 and 2021, respectively. In addition, MTM Adjustments included a negative $89 and positive $39 impact from MSR hedging activities during the three months ended June 30, 2022 and 2021, respectively.

Servicing Segment Revenues

The following provides the changes in revenues for the Servicing segment:

Servicing - Operational revenue decreased during the three months ended June 30, 2022 as compared to 2021 primarily due to a decrease in other ancillary revenue from early-buyout revenues associated with loans bought out of GNMA securitization, modified and redelivered following GNMA guidelines primarily driven by a decrease in mortgage loans remaining in forbearance program in 2022. The decrease was partially offset by an increase in base servicing fees primarily due to a larger servicing UPB portfolio in 2022.

MSR amortization decreased during the three months ended June 30, 2022 as compared to 2021, primarily due to lower prepayments driven by higher mortgage rates in 2022, partially offset by a higher average MSR UPB and higher average MSR fair value.

The change in MSR MTM and excess spread and financing MTM during the three months ended June 30, 2022 compared to 2021, was primarily due to an increase in mortgage rates in 2022 compared to 2021, which impacted prepayment speeds and increased the fair value of the MSR.

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Subservicing - There were no material changes for Subservicing fees during the three months ended June 30, 2022 as compared to 2021.

Servicing Segment Expenses

Total expenses increased during the three months ended June 30, 2022 as compared to 2021, primarily driven by an increase in salaries, wages and benefits resulting from higher headcount-related costs due to growth of our servicing portfolio.

Servicing Segment Other Income (Expenses), net

Total other expenses, net decreased during the three months ended June 30, 2022 as compared to 2021, primarily due to higher other interest income driven by higher interest income earned on custodial balances due to higher interest rates.

Table 4. Servicing Segment Results of Operations

	Six Months Ended June 30,
	2022				2021				Change
	Amt			bps(1)	Amt			bps(1)	Amt			bps
Revenues
Operational	$	759		20	$	813		26	$	(54)		(6)
Amortization, net of accretion	(401)			(11)	(365)			(12)	(36)			1
Mark-to-market	753			20	225			7	528			13
Total revenues	1,111			29	673			21	438			8
Expenses
Salaries, wages and benefits	159			5	136			4	23			1
General and administrative
Servicing support fees	35			1	43			1	(8)			—
Corporate and other general and administrative expenses	58			1	60			2	(2)			(1)
Foreclosure and other liquidation related expenses (recoveries), net	4			—	(20)			—	24			—
Depreciation and amortization	10			—	12			—	(2)			—
Total general and administrative expenses	107			2	95			3	12			(1)
Total expenses	266			7	231			7	35			—
Other income (expense)
Other interest income	54			1	48			1	6			—
Advance interest expense	(14)			—	(18)			—	4			—
Other interest expense	(101)			(3)	(118)			(4)	17			1
Interest expense	(115)			(3)	(136)			(4)	21			1
Total other expenses, net	(61)			(2)	(88)			(3)	27			1
Income before income tax expense	$	784		20	$	354		11	$	430		9
Weighted average cost - advance facilities	2.8		%		3.2		%		(0.4)		%
Weighted average cost - excess spread financing	8.9		%		9.0		%		(0.1)		%

(1)Calculated basis points (“bps”) are as follows: Annualized dollar amount/Total average UPB X 10000.

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Table 4.1 Servicing - Revenues

	Six Months Ended June 30,
	2022			2021			Change
	Amt		bps(1)	Amt		bps(1)	Amt		bps
MSR Operational Revenue
Base servicing fees	$	596	16	$	447	14	$	149	2
Modification fees(2)	9		—	13		1	(4)		(1)
Incentive fees(2)	—		—	1		—	(1)		—
Late payment fees(2)	30		1	29		1	1		—
Other ancillary revenues(2)	57		1	352		11	(295)		(10)
Total MSR operational revenue	692		18	842		27	(150)		(9)
Base subservicing fees and other subservicing revenue(2)	137		3	130		4	7		(1)
Total servicing fee revenue	829		21	972		31	(143)		(10)
MSR financing liability costs	(10)		—	(13)		(1)	3		1
Excess spread payments and portfolio runoff	(60)		(1)	(146)		(4)	86		3
Total operational revenue	759		20	813		26	(54)		(6)
Amortization, Net of Accretion
MSR amortization	(461)		(12)	(511)		(16)	50		4
Excess spread accretion	60		1	146		4	(86)		(3)
Total amortization, net of accretion	(401)		(11)	(365)		(12)	(36)		1
Mark-to-Market Adjustments
MSR MTM	1,124		29	321		10	803		19
MTM Adjustments(3)	(240)		(6)	(94)		(3)	(146)		(3)
Excess spread / financing MTM	(131)		(3)	(2)		—	(129)		(3)
Total MTM adjustments	753		20	225		7	528		13
Total revenues - Servicing	$	1,111	29	$	673	21	$	438	8

(1)Calculated basis points (“bps”) are as follows: Annualized dollar amount/Total average UPB X 10000.

(2)Certain ancillary and other non-base fees related to subservicing operations are separately presented as other subservicing revenues. In addition, other subservicing revenue for the six months ended June 30, 2022 includes revenue related to an interim subserviced portfolio that transferred on April 1, 2022. See further discussions in Note 2, Dispositions, in the Notes to the Condensed Consolidated Financial Statements.

(3)MTM Adjustments includes the impact of negative modeled cash flows which have been transferred to reserves on advances and other receivables. The negative modeled cash flows relate to advances and other receivables associated with inactive and liquidated loans that are no longer part of the MSR portfolio. The impact of negative modeled cash flows was $12 and $20 during the six months ended June 30, 2022 and 2021, respectively. In addition, MTM Adjustments included a negative $229 and $74 impact from MSR hedging activities during the six months ended June 30, 2022 and 2021, respectively.

Servicing Segment Revenues

The following provides the changes in revenues for the Servicing segment:

Servicing - Operational revenue decreased during the six months ended June 30, 2022 as compared to 2021 primarily due to a decrease in other ancillary revenue from early-buyout revenues associated with loans bought out of GNMA securitization, modified and redelivered following GNMA guidelines primarily driven by a decrease in mortgage loans remaining in forbearance program in 2022, partially offset by an increase in base servicing fees primarily due to a larger servicing UPB portfolio in 2022.

MSR amortization decreased during the six months ended June 30, 2022 as compared to 2021, primarily due to lower prepayments driven by higher mortgage rates in 2022, partially offset by a higher average MSR UPB and higher average MSR fair value.

The change in MSR MTM and excess spread and financing MTM during the six months ended June 30, 2022 compared to 2021, was primarily due to an increase in mortgage rates in 2022 compared to 2021, which impacted prepayment speeds and increased the fair value of the MSR.

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Subservicing - There were no material changes for Subservicing fees during the six months ended June 30, 2022 as compared to 2021.

Servicing Segment Expenses

Total expenses increased during the six months ended June 30, 2022 as compared to 2021, primarily driven by a change in foreclosure and other liquidation related expenses (recoveries), net and an increase in salaries, wages and benefits. We had foreclosure and other liquidation related recoveries, net in 2021 due to the release of loss reserves on servicing advances as a result of loan modification programs related to COVID-19 pandemic compared to foreclosure and other liquidation related expenses, net in 2022, partially offset by lower servicing support fees. The increase in salaries, wages and benefits was primarily due to higher headcount-related costs due to growth of our servicing portfolio.

Servicing Segment Other Income (Expenses), net

Total other expenses, net decreased during the six months ended June 30, 2022 as compared to 2021, primarily due to a decrease in other interest expense due to lower compensating interest expense and bank fees.

Table 5. Servicing Portfolio - Unpaid Principal Balances

					Three Months Ended June 30,				Six Months Ended June 30,
					2022		2021		2022		2021
Average UPB
MSRs					$	389,255	$	290,946	$	372,628	$	286,233
Subservicing and other					406,484		356,354		400,024		345,792
Total average UPB					$	795,739	$	647,300	$	772,652	$	632,025
	June 30, 2022						June 30, 2021
	UPB		Carrying Amount		bps		UPB		Carrying Amount		bps
MSRs
Agency	$	364,436	$	5,806	159		$	248,799	$	2,955	119
Non-agency	32,951		345		105		38,656		352		91
Total MSRs	397,387		6,151		155		287,455		3,307		115
Subservicing and other(1)
Agency	381,101		N/A				352,643		N/A
Non-agency	25,130		N/A				14,219		N/A
Total subservicing and other	406,231		N/A				366,862		N/A
Total ending balance	$	803,618	$	6,151			$	654,317	$	3,307
MSRs UPB Encumbrance									June 30, 2022		June 30, 2021
MSRs - unencumbered									$	308,295	$	143,420
MSRs - encumbered(2)									89,092		144,035
MSRs UPB									$	397,387	$	287,455

(1)Subservicing and other includes (i) loans we service for others, (ii) residential mortgage loans originated but have yet to be sold, and (iii) agency REO balances for which we own the mortgage servicing rights.

(2)The encumbered MSRs consist of residential mortgage loans included within our excess spread financing transactions and MSR financing liability.

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The following tables provide a rollforward of our MSR and subservicing and other portfolio UPB:

Table 6. Servicing and Subservicing and Other Portfolio UPB Rollforward

	Three Months Ended June 30, 2022						Three Months Ended June 30, 2021
	MSR		Subservicing and Other		Total		MSR		Subservicing and Other		Total
Balance - beginning of period	$	411,840	$	383,959	$	795,799	$	276,028	$	352,481	$	628,509
Additions:
Originations	7,794		—		7,794		20,907		1,374		22,281
Acquisitions / Increase in subservicing(1)	(6,437)		77,120		70,683		12,414		49,642		62,056
Deductions:
Dispositions	(666)		(40,585)		(41,251)		(18)		(4,815)		(4,833)
Principal reductions and other	(3,819)		(3,520)		(7,339)		(2,688)		(3,627)		(6,315)
Voluntary reductions(2)	(11,118)		(10,724)		(21,842)		(18,989)		(28,162)		(47,151)
Involuntary reductions(3)	(112)		(19)		(131)		(123)		(31)		(154)
Net changes in loans serviced by others	(95)		—		(95)		(76)		—		(76)
Balance - end of period	$	397,387	$	406,231	$	803,618	$	287,455	$	366,862	$	654,317

(1)Includes transfers to/from Subservicing and Other.

(2)Voluntary reductions are related to loan payoffs by customers.

(3)Involuntary reductions refer to loan chargeoffs.

During the three months ended June 30, 2022, our MSR UPB decreased primarily due to voluntary reductions and net transfers to our subservicing and other portfolio, partially offset by originations. During the three months ended June 30, 2022, our subservicing and other portfolio UPB increased primarily due to portfolio growth from our subservicing clients, partially offset by dispositions.

Table 6.1 Servicing and Subservicing and Other Portfolio UPB Rollforward

	Six Months Ended June 30, 2022						Six Months Ended June 30, 2021
	MSR		Subservicing and Other		Total		MSR		Subservicing and Other		Total
Balance - beginning of period	$	339,208	$	370,520	$	709,728	$	271,189	$	336,513	$	607,702
Additions:
Originations	18,404		—		18,404		44,530		2,878		47,408
Acquisitions / Increase in subservicing(1)	72,949		113,591		186,540		17,061		102,960		120,021
Deductions:
Dispositions	(685)		(45,573)		(46,258)		(68)		(5,945)		(6,013)
Principal reductions and other	(7,386)		(6,888)		(14,274)		(5,390)		(6,858)		(12,248)
Voluntary reductions(2)	(24,724)		(25,380)		(50,104)		(39,463)		(62,617)		(102,080)
Involuntary reductions(3)	(217)		(39)		(256)		(256)		(69)		(325)
Net changes in loans serviced by others	(162)		—		(162)		(148)		—		(148)
Balance - end of period	$	397,387	$	406,231	$	803,618	$	287,455	$	366,862	$	654,317

(1)Includes transfers to/from Subservicing and Other.

(2)Voluntary reductions are related to loan payoffs by customers.

(3)Involuntary reductions refer to loan chargeoffs.

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During the six months ended June 30, 2022, our MSR UPB increased primarily due to acquisitions, partially offset by voluntary reductions and principal reductions. During the six months ended June 30, 2022, our subservicing and other portfolio UPB increased primarily due to portfolio growth from our subservicing clients, partially offset by dispositions and voluntary reductions.

The table below summarizes the overall performance of the servicing and subservicing portfolio:

Table 7. Key Performance Metrics - Servicing and Subservicing Portfolio(1)

					June 30, 2022			June 30, 2021
Loan count(2)					3,926,303			3,461,557
Average loan amount(3)					$	204,645		$	189,026
Average coupon - agency(4)					3.5		%	3.8		%
Average coupon - non-agency(4)					4.4		%	4.4		%
60+ delinquent (% of loans)(5)					2.7		%	4.5		%
90+ delinquent (% of loans)(5)					2.4		%	4.2		%
120+ delinquent (% of loans)(5)					2.2		%	4.0		%
	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022			2021
Total prepayment speed (12-month constant prepayment rate)	11.0	%	26.0	%	12.9		%	28.4		%

(1)Characteristics and key performance metrics of our servicing portfolio exclude UPB, and loan counts acquired but not yet boarded and currently serviced by others.

(2)As of June 30, 2022 and 2021, loan count includes 40,132 and 123,194 loans in forbearance related to the CARES Act, respectively.

(3)Average loan amount is presented in whole dollar amounts.

(4)The weighted average coupon amounts presented in the table above are only reflective of our owned MSR portfolio that is reported at fair value.

(5)Loan delinquency is based on the current contractual due date of the loan. In the case of a completed loan modification, delinquency is based on the modified due date of the loan. Loan delinquency includes loans in forbearance.

Delinquency is an assumption in determining the mark-to-market adjustment and is a key indicator of MSR portfolio performance. Delinquent loans contribute to lower MSR values due to higher costs to service and increased carrying costs of advances. Delinquency rates decreased from 2021 as the COVID-19 pandemic’s effect on the macroeconomic environment declines. Delinquency rates increased slightly when compared with first quarter of 2022 and due to macro-economic uncertainty, delinquency rates may continue to increase during the remainder of 2022; however, we do not anticipate a significant increase in foreclosures in excess of pre-pandemic levels due to the effectiveness of the forbearance programs in place and the historically high levels of equity that borrowers have accrued which provides borrowers with additional options.

Table 8. MSRs Loan Modifications and Workout Units

	Three Months Ended June 30,			Six Months Ended June 30,
	2022	2021	Change	2022	2021	Change
Modifications(1)	11,899	17,545	(5,646)	30,316	33,180	(2,864)
Workouts(2)	13,822	18,036	(4,214)	27,903	36,377	(8,474)
Total modifications and workout units	25,721	35,581	(9,860)	58,219	69,557	(11,338)

(1)Modifications consist of agency programs, including forbearance options under the CARES Act, designed to adjust the terms of the loan (e.g., reduced interest rates).

(2)Workouts consist of other loss mitigation options designed to assist borrowers and keep them in their homes, but do not adjust the terms of the loan. Workouts exclude loans which did not miss a contractual payment during forbearance related to the CARES Act.

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Total modifications during the three and six months ended June 30, 2022 decreased compared to 2021 primarily due to a decrease in modifications related to loans impacted by the COVID-19 pandemic. Total workouts during the three and six months ended June 30, 2022 decreased compared to 2021 primarily due to a decrease in customers who were exiting forbearance plans, as there were fewer customers in forbearance.

Servicing Portfolio and Related Liabilities

The following table sets forth the activities of MSRs:

Table 9. MSRs - Fair Value Rollforward

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Fair value - beginning of period	$	6,006	$	3,354	$	4,223	$	2,703
Additions:
Servicing retained from mortgage loans sold	160		266		360		554
Purchases of servicing rights	163		151		1,178		218
Dispositions:
Sales of servicing assets	(285)		(10)		(289)		(12)
Changes in fair value:
Due to changes in valuation inputs or assumptions used in the valuation model (MSR fair value MTM):
Agency	338		(175)		1,114		197
Non-agency	(12)		(25)		10		124
Changes in valuation due to amortization:
Scheduled principal payments	(46)		(25)		(89)		(49)
Prepayments
Voluntary prepayments
Agency	(167)		(233)		(344)		(440)
Non-agency	(11)		(9)		(25)		(20)
Involuntary prepayments
Agency	(2)		(1)		(3)		(2)
Non-agency	—		—		—		—
Other changes(1)	7		14		16		34
Fair value - end of period	$	6,151	$	3,307	$	6,151	$	3,307

(1)Amounts primarily represent negative fair values reclassified from the MSR asset to reserves as underlying loans are removed from the MSR and other reclassification adjustments.    

See Note 3, Mortgage Servicing Rights and Related Liabilities and Note 13, Fair Value Measurements, in the Notes to the Condensed Consolidated Financial Statements, for additional information regarding the range of assumptions and sensitivities related to the fair value measurement of MSRs as of June 30, 2022 and December 31, 2021.

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Excess Spread Financing

As further disclosed in Note 3, Mortgage Servicing Rights and Related Liabilities, in the Notes to the Condensed Consolidated Financial Statements, we have entered into sale and assignment agreements treated as financing arrangements whereby the acquirer has the right to receive a specified percentage of the excess cash flow generated from an MSR. In June 2022, the Company entered into an assignment agreement to repurchase excess spread liabilities for a total purchase price of $277.

The servicing fees associated with an MSR can be segregated into (i) a base servicing fee and (ii) an excess servicing fee. The base servicing fee, along with ancillary income and other revenues, is designed to cover costs incurred to service the specified pool plus a reasonable margin. The remaining servicing fee is considered excess. We sell a percentage of the excess fee as a method for efficiently financing acquired MSRs and the purchase of loans. We do not currently utilize these transactions as a primary source of financing due to the availability of lower cost sources of funding.

Excess spread financings are recorded at fair value, and the impact of fair value adjustments varies primarily due to (i) prepayment speeds (ii) recapture rates and (iii) discount rates. See Note 3, Mortgage Servicing Rights and Related Liabilities and Note 13, Fair Value Measurements, in the Notes to the Condensed Consolidated Financial Statements, for additional information regarding the range of assumptions and sensitivities related to the measurement of the excess spread financing liability as of June 30, 2022 and December 31, 2021.

The following table sets forth the change in the excess spread financing:

Table 10. Excess Spread Financing - Rollforward

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Fair value - beginning of period	$	815	$	934	$	768	$	934
Additions:
New financings	—		—		—		—
Deductions:
Repayments	(292)		—		(292)		—
Settlements	(29)		(40)		(61)		(81)
Changes in fair value:
Agency	32		(29)		105		9
Non-agency	6		2		12		5
Fair value - end of period	$	532	$	867	$	532	$	867

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Originations Segment

The strategy of our Originations segment is to originate or acquire new loans for the servicing portfolio at a more attractive cost than purchasing MSRs in bulk transactions and to retain our existing customers by providing them with attractive refinance and purchase transaction options. The Originations segment plays a strategically important role because its profitability is typically counter cyclical to that of the Servicing segment. Furthermore, by originating or acquiring loans at a more attractive cost than would be the case in bulk MSR acquisitions, the Originations segment improves our overall profitability and cash flow. Our Originations segment is one way that we help underserved consumers access the financial markets. In the six months ended June 30, 2022, our total originations included loans for 15,002 customers with low FICOs (<660), 23,071 customers with income below the U.S. median household income, 12,842 first-time homebuyers, and 4,259 veterans. During this time period, we originated a total of 15,923 Ginnie Mae loans, which are designed for first-time homebuyers and low- and moderate-income borrowers, comprising $4 billion in total proceeds. Once these loans are originated, these underserved borrowers become our servicing customers.

The Originations segment includes two channels:

•Our direct-to-consumer (“DTC”) lending channel relies on our call centers, website and mobile apps, specially trained teams of licensed mortgage originators, predictive analytics and modeling utilizing proprietary data from our servicing portfolio to reach our existing customers who may benefit from a new mortgage. Depending on borrower eligibility, we will refinance existing loans into conventional, government or non-agency products. Through lead campaigns and direct marketing, the direct-to-consumer channel seeks to convert leads into loans in a cost-efficient manner.

•Our correspondent lending channel acquires newly originated residential mortgage loans that have been underwritten to investor guidelines. This includes both conventional and government-insured loans that qualify for inclusion in securitizations that are guaranteed by the GSEs. Our correspondent lending channel enables us to replenish servicing portfolio run-off typically at a better rate of return than traditional bulk or flow acquisitions.

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The following tables set forth the results of operations for the Originations segment:

Table 11. Originations Segment Results of Operations

	Three Months Ended June 30,
	2022			2021			Change
Revenues
Service related, net - Originations(1)	$	24		$	45		$	(21)
Net gain on mortgage loans held for sale
Net gain on loans originated and sold(2)	10			139			(129)
Capitalized servicing rights(3)	148			246			(98)
Total net gain on mortgage loans held for sale	158			385			(227)
Total revenues	182			430			(248)
Expenses
Salaries, wages and benefits	86			164			(78)
General and administrative
Loan origination expenses	15			26			(11)
Corporate and other general administrative expenses	15			17			(2)
Marketing and professional service fees	5			13			(8)
Depreciation and amortization	5			6			(1)
Total general and administrative	40			62			(22)
Total expenses	126			226			(100)
Other income (expenses)
Interest income	15			26			(11)
Interest expense	(10)			(23)			13
Total other income, net	5			3			2
Income before income tax expense	$	61		$	207		$	(146)
Weighted average note rate - mortgage loans held for sale	4.6		%	3.1		%	1.5		%
Weighted average cost of funds (excluding facility fees)	3.1		%	2.1		%	1.0		%

(1)Service related revenues, net - Originations refers to fees collected from customers for originated loans and from other lenders for loans purchased through the correspondent channel, and includes loan application, underwriting and other similar fees.

(2)Net gain on loans originated and sold represents the gains and losses from the origination, purchase, and sale of loans and related derivative instruments. Gain from the origination and sale of loans are affected by the volume and margin of our originations activity and impacted by fluctuations in mortgage rates.

(3)Capitalized servicing rights represent the fair value attributed to mortgage servicing rights at the time in which they are retained in connection with the sale of loans during the period.

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Table 11.1 Originations - Key Metrics

	Three Months Ended June 30,
	2022			2021			Change
Key Metrics
Consumer direct lock pull through adjusted volume(1)	$	3,484		$	8,634		$	(5,150)
Other locked pull through adjusted volume(1)	3,001			9,724			(6,723)
Total pull through adjusted lock volume	$	6,485		$	18,358		$	(11,873)
Funded volume	$	7,767		$	22,227		$	(14,460)
Volume of loans sold	$	9,400		$	24,950		$	(15,550)
Recapture percentage(2)	29.2%			31.9%			(2.7)%
Refinance recapture percentage(3)	59.7%			41.5%			18.2%
Purchase as a percentage of funded volume	37.2%			23.9%			13.3%
Value of capitalized servicing on retained settlements	194 bps			128 bps			66 bps
Originations Margin
Revenue	$	182		$	430		$	(248)
Pull through adjusted lock volume	$	6,485		$	18,358		$	(11,873)
Revenue as a percentage of pull through adjusted lock volume(4)	2.81		%	2.34		%	0.47		%
Expenses(5)	$	121		$	223		$	(102)
Funded volume	$	7,767		$	22,227		$	(14,460)
Expenses as a percentage of funded volume(6)	1.56		%	1.00%			0.56		%
Originations Margin	1.25		%	1.34		%	(0.09)		%

(1)Pull through adjusted volume represents the expected funding from locks taken during the period.

(2)Recapture percentage includes new loan originations for both purchase and refinance transactions where borrower retention and/or property retention occur as a result of a loan payoff from our servicing portfolio. Excludes loans we are contractually unable to solicit.

(3)Refinance recapture percentage includes new loan originations for refinance transactions where borrower retention and property retention occurs as a result of a loan payoff from our servicing portfolio. Excludes loans we are contractually unable to solicit.

(4)Calculated on pull-through adjusted lock volume as revenue is recognized at the time of loan lock.

(5)Expenses include total expenses and total other income (expenses), net.

(6)Calculated on funded volume as expenses are incurred based on closing of the loan.

Income before income tax expense decreased for the three months ended June 30, 2022 as compared to 2021 primarily due to a decrease in total revenues from net gain on loans originated and sold and a decrease in capitalized servicing rights, partially offset by a decrease in total expenses due to lower salaries, wages, and benefits. The Originations Margin for the three months ended June 30, 2022 decreased as compared to 2021 primarily due to a higher ratio of expenses as a percentage of funded volume driven by a lower funded volume due to higher mortgage rates in 2022, partially offset by higher revenue as a percentage of pull through adjusted lock volume.

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Originations Segment Revenues

Total revenues decreased during the three months ended June 30, 2022 compared to 2021 primarily driven by a decline in net gain on loans originated and sold and a decrease in capitalized servicing rights. Revenues from net gain on loans originated and sold decreased in connection with lower favorable fair value adjustment on loans held for sale and mark-to-market on interest rate locks and loan commitments, partially offset by a lower unfavorable mark-to-market adjustments on loans derivatives and hedges. Additionally, the decrease in capitalized servicing rights was primarily driven by lower origination volumes, partially offset by an increase in value of capitalized servicing retained on settlements due to higher mortgage rates in 2022.

Originations Segment Expenses

Total expenses during the three months ended June 30, 2022 decreased when compared to 2021 primarily due to a decline in salaries, wages and benefits expense, and loan origination expenses. Salaries, wages and benefits expense declined in 2022 primarily due to decreased headcount in both the direct-to-consumer and correspondent channels as a result of right sizing the organization consistent with lower origination volumes. Loan origination expenses declined in 2022 primarily due to cost reduction initiatives in connection with decreased origination volumes.

Originations Segment Other Income (Expenses), Net

Interest income relates primarily to mortgage loans held for sale. Interest expense is associated with the warehouse facilities utilized to finance newly originated loans. Total other income, net, during the three months ended June 30, 2022 increased as compared to 2021 primarily due to lower interest expense, partially offset by a decrease in interest income both driven by lower funded volume.

Table 12. Originations Segment Results of Operations

	Six Months Ended June 30,
	2022			2021			Change
Revenues
Service related, net - Originations(1)	$	66		$	88		$	(22)
Net gain on mortgage loans held for sale
Net gain on loans originated and sold(2)	129			417			(288)
Capitalized servicing rights(3)	311			520			(209)
Total net gain on mortgage loans held for sale	440			937			(497)
Total revenues	506			1,025			(519)
Expenses
Salaries, wages and benefits	207			331			(124)
General and administrative
Loan origination expenses	35			53			(18)
Corporate and other general administrative expenses	32			37			(5)
Marketing and professional service fees	17			26			(9)
Depreciation and amortization	9			10			(1)
Total general and administrative	93			126			(33)
Total expenses	300			457			(157)
Other income (expenses)
Interest income	32			49			(17)
Interest expense	(22)			(48)			26
Total other income, net	10			1			9
Income before income tax expense	$	216		$	569		$	(353)
Weighted average note rate - mortgage loans held for sale	3.8		%	3.0		%	0.8		%
Weighted average cost of funds (excluding facility fees)	2.6		%	2.2		%	0.4		%

(1)Service related revenues, net - Originations refers to fees collected from customers for originated loans and from other lenders for loans purchased through the correspondent channel, and includes loan application, underwriting and other similar fees.

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(2)Net gain on loans originated and sold represents the gains and losses from the origination, purchase, and sale of loans and related derivative instruments. Gain from the origination and sale of loans are affected by the volume and margin of our originations activity and impacted by fluctuations in mortgage rates.

(3)Capitalized servicing rights represent the fair value attributed to mortgage servicing rights at the time in which they are retained in connection with the sale of loans during the period.

Table 12.1 Originations - Key Metrics

	Six Months Ended June 30,
	2022			2021			Change
Key Metrics
Consumer direct lock pull through adjusted volume(1)	$	10,230		$	18,956		$	(8,726)
Other locked pull through adjusted volume(1)	6,587			22,669			(16,082)
Total pull through adjusted lock volume	$	16,817		$	41,625		$	(24,808)
Funded volume	$	19,340		$	47,360		$	(28,020)
Volume of loans sold	$	23,090		$	51,261		$	(28,171)
Recapture percentage(2)	34.2%			31.5%			2.7%
Refinance recapture percentage(3)	52.9%			38.6%			14.3%
Purchase as a percentage of funded volume	28.5%			17.7%			10.8%
Value of capitalized servicing on retained settlements	179 bps			128 bps			51 bps
Originations Margin
Revenue	$	506		$	1,025		$	(519)
Pull through adjusted lock volume	$	16,817		$	41,625		$	(24,808)
Revenue as a percentage of pull through adjusted lock volume(4)	3.01		%	2.46		%	0.55		%
Expenses(5)	$	290		$	456		$	(166)
Funded volume	$	19,340		$	47,360		$	(28,020)
Expenses as a percentage of funded volume(6)	1.50		%	0.96%			0.54		%
Originations Margin	1.51		%	1.50		%	0.01		%

(1)Pull through adjusted volume represents the expected funding from locks taken during the period.

(2)Recapture percentage includes new loan originations for both purchase and refinance transactions where borrower retention and/or property retention occur as a result of a loan payoff from our servicing portfolio. Excludes loans we are contractually unable to solicit.

(3)Refinance recapture percentage includes new loan originations for refinance transactions where borrower retention and property retention occurs as a result of a loan payoff from our servicing portfolio. Excludes loans we are contractually unable to solicit.

(4)Calculated on pull-through adjusted lock volume as revenue is recognized at the time of loan lock.

(5)Expenses include total expenses and total other income (expenses), net.

(6)Calculated on funded volume as expenses are incurred based on closing of the loan.

Income before income tax expense decreased for the six months ended June 30, 2022 as compared to 2021 primarily due to a decrease in total revenues from net gain on loans originated and sold and a decrease in capitalized servicing rights, partially offset by a decrease in total expenses due to lower salaries, wages, and benefits. The Originations Margin for the six months ended June 30, 2022 increased as compared to 2021 primarily due to a higher ratio of revenue as a percentage of pull through adjusted lock volume driven by higher margins from a shift in channel mix from correspondent to direct-to-consumer, partially offset by higher expenses as a percentage of funded volume. Direct-to-consumer channel mix for the six months ended June 30, 2022 was 61% compared to 46% in 2021.

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Originations Segment Revenues

Total revenues decreased during the six months ended June 30, 2022 compared to 2021 primarily driven by a decline in net gain on loans originated and sold and a decrease in capitalized servicing rights. Revenues from net gain on loans originated and sold decreased in connection with lower favorable mark-to-market adjustments on loans derivatives and hedges, partially offset by a lower unfavorable mark-to-market on interest rate locks and loan commitments and fair value adjustment on loans held for sale. Additionally, the decrease in capitalized servicing rights was primarily driven by lower origination volumes, partially offset by an increase in value of capitalized servicing retained on settlements due to higher mortgage rates in 2022.

Originations Segment Expenses

Total expenses during the six months ended June 30, 2022 decreased when compared to 2021 primarily due to a decline in salaries, wages and benefits expense, and loan origination expenses. Salaries, wages and benefits expense declined in 2022 primarily due to decreased headcount as we right sized the organization in both the direct-to-consumer and correspondent channels as a result of lower origination volumes. Loan origination expenses declined in 2022 primarily due to cost reduction initiatives in connection with decreased origination volumes.

Originations Segment Other Income (Expenses), Net

Interest income relates primarily to mortgage loans held for sale. Interest expense is associated with the warehouse facilities utilized to finance newly originated loans. Total other income, net, during the six months ended June 30, 2022 increased as compared to 2021 primarily due to lower interest expense, partially offset by a decrease in interest income both driven by lower funded volume.

Corporate/Other

Corporate/Other represents unallocated overhead expenses, including the costs of executive management and other corporate functions that are not directly attributable to our operating segments, and interest expense on our unsecured senior notes. In the third quarter of 2021, we began presenting the Xome financial results under Corporate/Other due to the sale of our Title, Valuation and Field Services businesses. Prior periods amounts have been updated to reflect the change in segment presentation. Xome continues to operate its REO exchange business, which facilitates the sale of foreclosed properties. See Note 16, Segment Information, for further details on the change in reportable segments.

The following table set forth the selected financial results for Corporate/Other:

Table 13. Corporate/Other Selected Financial Results

	Three Months Ended June 30,						Six Months Ended June 30,
	2022		2021		Change		2022		2021		Change
Corporate/Other - Operations
Total revenues	$	22	$	39	$	(17)	$	34	$	135	$	(101)
Total expenses	59		78		(19)		100		191		(91)
Interest expense	40		31		9		80		61		19
Other (expense) income, net	(5)		486		(491)		217		486		(269)
Key Metrics
Average exchange inventory under management	19,454		14,196		5,258		16,812		14,203		2,609

Total revenues and total expenses decreased during the three and six months ended June 30, 2022 as compared to 2021 primarily due to sale of our Title business in 2021.

Interest expense increased in the three and six months ended June 30, 2022 as compared to 2021 primarily due to the issuance of the unsecured senior notes due 2031 in the fourth quarter of 2021.

The change in other (expense) income, net, in the three months ended June 30, 2022 as compared to 2021 was primarily due to a gain of $487 that was recorded in the second quarter of 2021 upon completion of the sale of our Title business. The change in other (expense) income, net, in the six months ended June 30, 2022 as compared to 2021 was primarily due to a gain of $223 that was recorded in the first quarter of 2022 upon completion of the Sagent Transaction as compared to a gain of $487 that was recorded in the second quarter of 2021 upon completion of the sale of our Title business.

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Liquidity and Capital Resources

We measure liquidity by unrestricted cash and availability of borrowings on our MSR facilities and other facilities. We held cash and cash equivalents on hand of $514 as of June 30, 2022 compared to $895 as of December 31, 2021. During the six months ended June 30, 2022, we bought back 3.0 million shares of our outstanding common stock for a total cost of $135 as part of our stock repurchase program. We have sufficient borrowing capacity to support our operations. During the three months ended June 30, 2022, we increased capacity on our MSR facilities by $600, including a new multi-year $400 facility and an additional $200 upsize to an existing facility. As of June 30, 2022, total borrowing capacity was $16,000, of which $12,588 was unused.

As of June 30, 2022, our total advance facility capacity was $1,175, of which $652 remained unused. For more information on our advance facilities, see Note 9, Indebtedness in the Notes to the Condensed Consolidated Financial Statements.

Sources and Uses of Cash

Our primary sources of funds for liquidity include: (i) servicing fees and ancillary revenues; (ii) advance and warehouse facilities, other secured borrowings and the unsecured senior notes; and (iii) payments received in connection with the sale of excess spread.

Our primary uses of funds for liquidity include: (i) funding of servicing advances; (ii) originations of loans; (iii) payment of interest expenses; (iv) payment of operating expenses; (v) repayment of borrowings and repurchases or redemptions of outstanding indebtedness; (vi) payments for acquisitions of MSRs; and (vii) payment of our technology expenses.

We believe that our cash flows from operating activities, as well as capacity through existing facilities, provide adequate resources to fund our anticipated ongoing cash requirements. We rely on these facilities to fund operating activities. As the facilities mature, we anticipate renewal of these facilities will be achieved. Future debt maturities will be funded with cash and cash equivalents, cash flow from operating activities and, if necessary, future access to capital markets. We continue to optimize the use of balance sheet cash to avoid unnecessary interest carrying costs.

In addition, derivative instruments are used as part of the overall strategy to manage exposure to market risks primarily associated with fluctuations in interest rates related to originations. See Note 8, Derivative Financial Instruments, in the Notes to the Condensed Consolidated Financial Statements in Item 1, Financial Statements and Supplementary Data, which is incorporated herein for a summary of our derivative transactions.

In the normal course of business, we enter into various types of on- and off-balance sheet transactions with special purpose entities (“SPEs”) determined to be variable interest entities (“VIEs”), which primarily consist of securitization trusts established for a limited purpose. Generally, these SPEs are formed for the purpose of securitization transactions in which we transfer assets to an SPE, which then issues to investors various forms of debt obligations supported by those assets. In these securitization transactions, we typically receive cash and/or other interests in the SPE as proceeds for the transferred assets. See Note 10, Securitizations and Financings, in the Notes to the Condensed Consolidated Financial Statements in Item 1, Financial Statements and Supplementary Data, which is incorporated herein for a summary of our transactions with VIEs and unconsolidated balances, and details of their impact on our condensed consolidated financial statements.

Cash Flows

The table below presents cash flows information:

Table 14. Cash Flows

	Six Months Ended June 30,
	2022		2021		Change
Net cash attributable to:
Operating activities	$	2,582	$	(114)	$	2,696
Investing activities	(885)		(247)		(638)
Financing activities	(2,109)		354		(2,463)
Net (decrease) in cash, cash equivalents, and restricted cash	$	(412)	$	(7)	$	(405)

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Operating activities

Our operating activities generated cash of $2,582 during the six months ended June 30, 2022 compared to cash used of $114 in 2021. The change in cash attributable to operating activities was primarily related to continuing operations, driven by $2,454 in cash generated from originations net sales activities in 2022 compared to $449 of cash used in 2021, as a result of sales proceeds and loan payment proceeds exceeding loan purchases.

Investing activities

Our investing activities used cash of $885 during the six months ended June 30, 2022 compared to cash used of $247 in 2021. The increase in cash used in investing activities was primarily related to continuing operations, driven by an increase of $934 in cash used for the purchase of mortgage servicing rights in 2022, partially offset by an increase of $262 in cash generated by proceeds on sales of mortgage servicing rights.

Financing activities

Our financing activities used cash of $2,109 during the six months ended June 30, 2022 compared to cash generated of $354 in 2021. The change in cash attributable to financing activities was primarily related to continuing operations, driven by a net repayment of $1,597 in 2022 compared to net borrowing of $1,047 in 2021 on our advance and warehouse facilities.

Capital Resources

Capital Structure and Debt

We require access to external financing resources from time to time depending on our cash requirements, assessments of current and anticipated market conditions and after-tax cost of capital. If needed, we believe additional capital could be raised through a combination of issuances of equity, corporate indebtedness, asset-backed acquisition financing and/or cash from operations. Our access to capital markets can be impacted by factors outside our control, including economic conditions.

Financial Covenants

Our credit facilities contain various financial covenants, which primarily relate to required tangible net worth amounts, liquidity reserves, leverage requirements, and profitability requirements. These covenants are measured at our operating subsidiary, Nationstar Mortgage LLC. As of June 30, 2022, we were in compliance with our required financial covenants.

Seller/Servicer Financial Requirements

We are also subject to net worth, liquidity and capital ratio requirements established by the Federal Housing Finance Agency (“FHFA”) for Fannie Mae and Freddie Mac Seller/Servicers, and Ginnie Mae for single family issuers, as summarized below. These requirements apply to our operating subsidiary, Nationstar Mortgage, LLC.

Minimum Net Worth

▪FHFA - a net worth base of $2.5 plus 25 basis points of outstanding UPB for total loans serviced.

▪Ginnie Mae - a net worth equal to the base of $2.5 plus 35 basis points of the issuer’s total single-family effective outstanding obligations.

Minimum Liquidity

•FHFA - 3.5 basis points of total Agency Mortgage Servicing UPB plus incremental 200 basis points of total nonperforming Agency, measured at 90+ delinquencies, servicing in excess of 6% total Agency servicing UPB.

•Ginnie Mae - the greater of $1 or 10 basis points of our outstanding single-family MBS.

Minimum Capital Ratio

▪FHFA and Ginnie Mae - a ratio of Tangible Net Worth to Total Assets greater than 6%.

Secured Debt to Gross Tangible Asset Ratio

•Ginnie Mae - a secured debt to gross tangible asset ratios no greater than 60%.

As of June 30, 2022, we were in compliance with our seller/servicer financial requirements for FHFA and Ginnie Mae.

Since we have a Ginnie Mae single-family servicing portfolio that exceeds $75 billion in UPB, we are also required to obtain an external primary servicer rating and issuer credit ratings from two different rating agencies and receive a minimum rating of a B or its equivalent. We are permitted to satisfy minimum liquidity requirements using a combination of AAA rated government securities that are marked to market in addition to cash and certain cash equivalents.

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In addition, Fannie Mae or Freddie Mac may require capital ratios in excess of stated requirements. Refer to Note 14, Capital Requirements, in the Notes to the Condensed Consolidated Financial Statements for additional information.

Table 15. Debt

	June 30, 2022		December 31, 2021
Advance facilities principal amount	$	523	$	614
Warehouse facilities principal amount	1,939		4,125
MSR facilities principal amount	950		270
Unsecured senior notes principal amount	2,700		2,700

Advance Facilities

As part of our normal course of business, we borrow money to fund servicing advances. Our servicing agreements require that we advance our own funds to meet contractual principal and interest payments for certain investors, and to pay taxes, insurance, foreclosure costs and various other items that are required to preserve the assets being serviced. Delinquency rates and prepayment speeds affect the size of servicing advance balances, and we exercise our ability to stop advancing principal and interest where the pooling and servicing agreements permit, where the advance is deemed to be non-recoverable from future proceeds. These servicing requirements affect our liquidity. We rely upon several counterparties to provide us with financing facilities to fund a portion of our servicing advances. As of June 30, 2022, we had a total borrowing capacity of $1,175, of which we could borrow an additional $652.

Warehouse and MSR Facilities

Loan origination activities generally require short-term liquidity in excess of amounts generated by our operations. The loans we originate are financed through several warehouse lines on a short-term basis. We typically hold the loans for approximately 30 days and then sell or place the loans in government securitizations in order to repay the borrowings under the warehouse lines. Our ability to fund current operations depends upon our ability to secure these types of short-term financings on acceptable terms and to renew or replace the financings as they expire. As of June 30, 2022, we had a total borrowing capacity of $14,825 for warehouse and MSR facilities, of which we could borrow an additional $11,936.

Unsecured Senior Notes

In 2021, we completed an offering of an unsecured senior note with a maturity date of 2031. We pay interest semi-annually to the holders of these notes at interest rates ranging from 5.125% to 6.000%. For more information regarding our indebtedness, see Note 9, Indebtedness, in the Notes to the Condensed Consolidated Financial Statements.

Contractual Obligations

As of June 30, 2022, no material changes to our outstanding contractual obligations were made from the amounts previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021.

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Critical Accounting Policies and Estimates

Various elements of our accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. In particular, we have identified the following policies that, due to the judgment, estimates and assumptions inherent in those policies, are critical to an understanding of our condensed consolidated financial statements. These policies relate to fair value measurements, particularly those determined to be Level 3 as discussed in Note 13, Fair Value Measurements, in the Notes to the Condensed Consolidated Financial Statements and valuation and realization of deferred tax assets. We believe that the judgment, estimates and assumptions used in the preparation of our condensed consolidated financial statements are appropriate given the factual circumstances at the time. However, given the sensitivity of these critical accounting policies on our condensed consolidated financial statements, the use of other judgments, estimates and assumptions could result in material differences in our results of operations or financial condition. Fair value measurements considered to be Level 3 representing estimated values based on significant unobservable inputs primarily include (i) the valuation of MSRs, (ii) the valuation of excess spread financing, and (iii) the valuation of IRLCs. For further information on our critical accounting policies and estimates, please refer to the Company’s Annual Reports on Form 10-K for the year ended December 31, 2021. There have been no material changes to our critical accounting policies and estimates since December 31, 2021.

Other Matters

Recent Accounting Developments

Below lists recently issued accounting pronouncements applicable to us but not yet adopted.

Accounting Standards Update 2020-04 and 2021-01, collectively implemented as Accounting Standards Codification Topic 848 (“ASC 848”), Reference Rate Reform provide temporary optional expedients and exceptions for applying generally accepted accounting principles to contract modifications, hedge accounting and other transactions affected by the transitioning away from reference rates that are expected to be discontinued, such as interbank offered rates and LIBOR. If LIBOR ceases to exist or if the methods of calculating LIBOR change from current methods for any reasons, interest rates on our floating rate loans, obligation derivatives, and other financial instruments tied to LIBOR rates, may be affected and need renegotiation with its lenders. In January 2021, ASU 2021-01 was issued to clarify that all derivatives instruments affected by changes to the interests’ rates used for discounting, margining alignment due to reference rate reform are in scope of ASC 848. ASU 2020-04 and ASU 2021-01 were effective March 2020 and January 2021, respectively, for contract modifications, existing hedging relationships and other impacted transactions through December 31, 2022. The guidance in ASU 2020-04 and ASU 2021-01 is optional and may be elected over time as reference rate reform activities occur. We have not elected to apply any of the amendments through June 30, 2022 and are currently assessing the impact of ASU 2020-04 and ASU 2021-01 on our consolidated financial statements.

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GLOSSARY OF TERMS

This Glossary of Terms defines some of the terms that are used throughout this report and does not represent a complete list of all defined terms used.

Advance Facility. A secured financing facility to fund advance receivables which is backed by a pool of mortgage servicing advance receivables made by a servicer to a certain pool of mortgage loans.

Agency. Government entities guaranteeing the mortgage investors that the principal amount of the loan will be repaid; the Federal Housing Administration, the Department of Veterans Affairs, the US Department of Agriculture and Ginnie Mae (and collectively, the “Agencies”)

Agency Conforming Loan.  A mortgage loan that meets all requirements (loan type, maximum amount, LTV ratio and credit quality) for purchase by Fannie Mae, Freddie Mac, or insured by the FHA, USDA or guaranteed by the VA or sold into Ginnie Mae.

Asset-Backed Securities (“ABS”). A financial security whose income payments and value is derived from and collateralized (or “backed”) by a specified pool of underlying receivables or other financial assets.

Bulk acquisitions or purchases. MSR portfolio acquired on non-retained basis through an open market bidding process.

Base Servicing Fee.  The servicing fee retained by the servicer, expressed in basis points, in an excess MSR arrangement in exchange for the provision of servicing functions on a portfolio of mortgage loans, after which the servicer and the co-investment partner share the excess fees on a pro rata basis.

Conventional Mortgage Loans.  A mortgage loan that is not guaranteed or insured by the FHA, the VA or any other government agency. Although a conventional loan is not insured or guaranteed by the government, it can still follow the guidelines of GSEs and be sold to the GSEs.

Correspondent lender, lending channel or relationship.  A correspondent lender is a lender that funds loans in their own name and then sells them off to larger mortgage lenders. A correspondent lender underwrites the loans to the standards of an investor and provides the funds at close.

Delinquent Loan. A mortgage loan that is 30 or more days past due from its contractual due date.

Department of Veterans Affairs (“VA”).  The VA is a cabinet-level department of the U.S. federal government, which guarantees certain home loans for qualified borrowers eligible for securitization with GNMA.

Direct-to-consumer originations (“DTC”).  A type of mortgage loan origination pursuant to which a lender markets refinancing and purchase money mortgage loans directly to selected consumers through telephone call centers, the Internet or other means.

Excess Servicing Fees.  In an excess MSR arrangement, the servicing fee cash flows on a portfolio of mortgage loans after payment of the base servicing fee.

Excess Spread.  MSRs with a co-investment partner where the servicer receives a base servicing fee and the servicer and co-investment partner share the excess servicing fees. This co-investment strategy reduces the required upfront capital from the servicer when purchasing or investing in MSRs.

Exchange inventory. Consists of Xome’s residential real estate inventory ranging from pre-foreclosure to bank-owned properties.

Federal National Mortgage Association (“Fannie Mae” or “FNMA”). FNMA was federally chartered by the U.S. Congress in 1938 to support liquidity, stability, and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. Fannie Mae buys mortgage loans from lenders and resells them as mortgage-backed securities in the secondary mortgage market.

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Federal Housing Administration (“FHA”).  The FHA is a U.S. federal government agency within the Department of Housing and Urban Development (HUD). It provides mortgage insurance on loans made by FHA-approved lenders in compliance with FHA guidelines throughout the United States.

Federal Housing Finance Agency (“FHFA”).  A U.S. federal government agency that is the regulator and conservator of Fannie Mae and Freddie Mac and the regulator of the 12 Federal Home Loan Banks.

Federal Home Loan Mortgage Corporation (“Freddie Mac” or “FHLMC”).  Freddie Mac was chartered by Congress in 1970 to stabilize the nation’s residential mortgage markets and expand opportunities for homeownership and affordable rental housing. Freddie Mac participates in the secondary mortgage market by purchasing mortgage loans and mortgage-related securities for investment and by issuing guaranteed mortgage-related securities.

Forbearance. An agreement between the mortgage servicer or lender and borrower for a temporary postponement of mortgage payments. It is a form of repayment relief granted by the lender or creditor in lieu of forcing a property into foreclosure.

Government National Mortgage Association (“Ginnie Mae” or “GNMA”). GNMA is a self-financing, wholly owned U.S. Government corporation within HUD. Ginnie Mae guarantees the timely payment of principal and interest on MBS backed by federally insured or guaranteed loans - mainly loans insured by the FHA or guaranteed by the VA. Ginnie Mae securities are the only MBS to carry the full faith and credit guarantee of the U.S. federal government.

Government-Sponsored Enterprise (“GSE”).  Certain entities established by the U.S. Congress to provide liquidity, stability and affordability in residential housing. These agencies are Fannie Mae, Freddie Mac and the 12 Federal Home Loan Banks.

Interest Rate Lock Commitments (“IRLC”). Agreements under which the interest rate and the maximum amount of the mortgage loan are set prior to funding the mortgage loan.

Loan Modification.  Temporary or permanent modifications to loan terms with the borrower, including the interest rate, amortization period and term of the borrower’s original mortgage loan. Loan modifications are usually made to loans that are in default, or in imminent danger of defaulting.

Loan-to-Value Ratio (“LTV”). The unpaid principal balance of a mortgage loan as a percentage of the total appraised or market value of the property that secures the loan. An LTV over 100% indicates that the UPB of the mortgage loan exceeds the value of the property.

Lock period. A set of periods of time that a lender will guarantee a specific rate is set prior to funding the mortgage loan.

Loss Mitigation.  The range of servicing activities provided by a servicer in an attempt to minimize the losses suffered by the owner of a defaulted mortgage loan. Loss mitigation techniques include short-sales, deed-in-lieu of foreclosures and loan modifications, among other options.

Mortgage-Backed Securities (“MBS”). A type of asset-backed security that is secured by a group of mortgage loans.

Mortgage Servicing Right (“MSRs”).  The right and obligation to service a loan or pool of loans and to receive a servicing fee as well as certain ancillary income. MSRs may be bought and sold, resulting in the transfer of loan servicing obligations. MSRs are designated as such when the benefits of servicing the loans are expected to adequately compensate the servicer for performing the servicing.

MSR Facility.  A line of credit backed by mortgage servicing rights that is used for financing purposes. In certain cases, these lines may be a sub-limit of another warehouse facility or alternatively exist on a stand-alone basis. These facilities allow for same or next day draws at the request of the borrower.

Non-Conforming Loan.  A mortgage loan that does not meet the standards of eligibility for purchase or securitization by Fannie Mae, Freddie Mac or Ginnie Mae.

Originations.  The process through which a lender provides a mortgage loan to a borrower.

Pull through adjusted lock volume. Represents the expected funding from locks taken during the period.

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Prepayment Speed. The rate at which voluntary mortgage prepayments occur or are projected to occur. The statistic is calculated on an annualized basis and expressed as a percentage of the outstanding principal balance.

Primary Servicer.  The servicer that owns the right to service a mortgage loan or pool of mortgage loans. This differs from a subservicer, which has a contractual agreement with the primary servicer to service a mortgage loan or pool of mortgage loans in exchange for a subservicing fee based upon portfolio volume and characteristics.

Prime Mortgage Loan.  Generally, a high-quality mortgage loan that meets the underwriting standards set by Fannie Mae or Freddie Mac and is eligible for purchase or securitization in the secondary mortgage market. Prime Mortgage loans generally have lower default risk and are made to borrowers with excellent credit records and a monthly income at least three to four times greater than their monthly housing expenses (mortgage payments plus taxes and other debt payments) as well as significant other assets. Mortgages not classified as prime mortgage loans are generally called either sub-prime or Alt-A.

Private Label Securitizations. Securitizations that do not meet the criteria set by Fannie Mae, Freddie Mac or Ginnie Mae.

Real Estate Owned (”REO”). Property acquired by the servicer on behalf of the owner of a mortgage loan or pool of mortgage loans, usually through foreclosure or a deed-in-lieu of foreclosure on a defaulted loan. The servicer or a third-party real estate management firm is responsible for selling the REO. Net proceeds of the sale are returned to the owner of the related loan or loans. In most cases, the sale of REO does not generate enough to pay off the balance of the loan underlying the REO, causing a loss to the owner of the related mortgage loan.

Recapture. Voluntarily prepaid loans that are expected to be refinanced by the related servicer.

Refinancing.  The process of working with existing borrowers to refinance their mortgage loans. By refinancing loans for borrowers we currently service, we retain the servicing rights, thereby extending the longevity of the servicing cash flows.

Reverse Mortgage Loan. A reverse mortgage loan, most commonly a Home Equity Conversion Mortgage, enables seniors to borrow against the value of their home, and no payment of principal or interest is required until the death of the borrower or the sale of the home. These loans are designed to go through the foreclosure and claim process to recover loan balance.

Servicing. The performance of contractually specified administrative functions with respect to a mortgage loan or pool of mortgage loans. Duties of a servicer typically include, among other things, collecting monthly payments, maintaining escrow accounts, providing periodic monthly statements to the borrower and monthly reports to the loan owners or their agents, managing insurance, monitoring delinquencies, executing foreclosures (as necessary), and remitting fees to guarantors, trustees and service providers. A servicer is generally compensated with a specific fee outlined in the contract established prior to the commencement of the servicing activities.

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Servicing Advances.  In the course of servicing loans, servicers are required to make advances that are reimbursable from collections on the related mortgage loan or pool of loans. There are typically three types of servicing advances: P&I Advances, T&I Advances and Corporate Advances.

(i) P&I Advances cover scheduled payments of principal and interest that have not been timely paid by borrowers. P&I Advances serve to facilitate the cash flows paid to holders of securities issued by the residential MBS trust. The servicer is not the insurer or guarantor of the MBS and thus has the right to cease the advancing of P&I, when the servicer deems the next advance nonrecoverable. 

(ii) T&I Advances pay specified expenses associated with the preservation of a mortgaged property or the liquidation of defaulted mortgage loans, including but not limited to property taxes, insurance premiums or other property-related expenses that have not been timely paid by borrowers in order for the lien holder to maintain its interest in the property. 

(iii) Corporate Advances pay costs, fees and expenses incurred in foreclosing upon, preserving defaulted loans and selling REO, including attorneys’ and other professional fees and expenses incurred in connection with foreclosure and liquidation or other legal proceedings arising in the course of servicing the defaulted mortgage loans. 

Servicing Advances are reimbursed to the servicer if and when the borrower makes a payment on the underlying mortgage loan at the time the loan is modified or upon liquidation of the underlying mortgage loan but are primarily the responsibility of the investor/owner of the loan. The types of servicing advances that a servicer must make are set forth in its servicing agreement with the owner of the mortgage loan or pool of mortgage loans. In some instances, a servicer is allowed to cease Servicing Advances, if those advances will not be recoverable from the property securing the loan.

Subservicing.  Subservicing is the process of outsourcing the duties of the primary servicer to a third-party servicer. The third-party servicer performs the servicing responsibilities for a fee and is typically not responsible for making servicing advances, which are subsequently reimbursed by the primary servicer. The primary servicer is contractually liable to the owner of the loans for the activities of the subservicer.

Unpaid Principal Balance (“UPB”).  The amount of principal outstanding on a mortgage loan or a pool of mortgage loans. UPB is used together with the servicing fees and ancillary incomes as a means of estimating the future revenue stream for a servicer.

U.S. Department of Agriculture (“USDA”). The USDA is a cabinet-level department of the U.S. federal government, which guarantees certain home loans for qualified borrowers.

Warehouse Facility.  A type of line of credit facility used to temporarily finance mortgage loan originations to be sold in the secondary market. Pursuant to a warehouse facility, a loan originator typically agrees to transfer to a counterparty certain mortgage loans against the transfer of funds by the counterpart, with a simultaneous agreement by the counterpart to transfer the loans back to the originator at a date certain, or on demand, against the transfer of funds from the originator.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Refer to the discussion included in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2021. There have been no material changes in the types of market risks faced by us since December 31, 2021. Our market risks include the broad effects of the COVID-19 pandemic. While the pandemic’s effect on the macroeconomic environment has yet to be fully determined and could continue for months or years, the pandemic and governmental programs created as a response to the pandemic, has affected and will continue to affect our business, financial conditions and results of operations.

Sensitivity Analysis

We assess our market risk based on changes in interest rates utilizing a sensitivity analysis. The sensitivity analysis measures the potential impact on fair values based on hypothetical changes (increases and decreases) in interest rates.

We use a duration-based model in determining the impact of interest rate shifts on our loan portfolio, certain other interest-bearing liabilities measured at fair value and interest rate derivatives portfolios. The primary assumption used in these models is that an increase or decrease in the benchmark interest rate produces a parallel shift in the yield curve across all maturities.

We utilize a discounted cash flow analysis to determine the fair value of MSRs and the impact of parallel interest rate shifts on MSRs. The discounted cash flow model incorporates prepayment speeds, discount rate, costs to service, delinquencies, ancillary revenues, recapture rates and other assumptions that management believes are consistent with the assumptions that other similar market participants use in valuing the MSRs. The key assumptions to determine fair value include prepayment speed, discount rate and cost to service. However, this analysis ignores the impact of interest rate changes on certain material variables, such as the benefit or detriment on the value of future loan originations, non-parallel shifts in the spread relationships between MBS, swaps and U.S. Treasury rates and changes in primary and secondary mortgage market spreads. For mortgage loans, IRLCs and forward delivery commitments on MBS, we rely on a model in determining the impact of interest rate shifts. In addition, the primary assumption used for IRLCs, is the borrower’s propensity to close their mortgage loans under the commitment.

Our total market risk is influenced by a wide variety of factors including market volatility and the liquidity of the markets. There are certain limitations inherent in the sensitivity analysis presented, including the necessity to conduct the analysis based on a single point in time and the inability to include the complex market reactions that normally would arise from the market shifts modeled.

We used June 30, 2022 market rates on our instruments to perform the sensitivity analysis. The estimates are based on the market risk sensitive portfolios described in the preceding paragraphs and assume instantaneous, parallel shifts in interest rate yield curves. These sensitivities are hypothetical and presented for illustrative purposes only. Changes in fair value based on variations in assumptions generally cannot be extrapolated because the relationship of the change in fair value may not be linear.

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The following table summarizes the estimated change in the fair value of our assets and liabilities sensitive to interest rates as of June 30, 2022 given hypothetical instantaneous parallel shifts in the yield curve. Actual results could differ materially.

Table 16. Change in Fair Value

	June 30, 2022
	Down 25 bps		Up 25 bps
Increase (decrease) in assets
Mortgage servicing rights at fair value	$	(162)	$	150
Mortgage loans held for sale at fair value	9		(10)
Derivative financial instruments:
Interest rate lock commitments	15		(18)
Forward MBS trades	(11)		13
Treasury futures	1		(1)
Total change in assets	(148)		134
Increase (decrease) in liabilities
Mortgage servicing rights financing at fair value	(2)		2
Excess spread financing at fair value	(6)		5
Derivative financial instruments:
Interest rate lock commitments	(2)		3
Forward MBS trades	7		(8)
Treasury futures	(24)		24
Total change in liabilities	(27)		26
Total, net change	$	(121)	$	108

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of June 30, 2022.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2022, our disclosure controls and procedures are effective. Disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the three months ended June 30, 2022, no changes in our internal control over financial reporting occurred that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

For a description of our material legal proceedings, see Note 15, Commitments and Contingencies, of the Notes to the Condensed Consolidated Financial Statements within Part I, Item 1. Financial Statements, of this Form 10-Q.

Item 1A. Risk Factors

There have been no material changes or additions to the risk factors previously disclosed under “Risk Factors” included in our Annual Report on Form 10-K filed for the year ended December 31, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In 2021, our Board of Directors authorized a stock repurchase plan that allows the repurchase of up to $500 of our outstanding common stock. During the three months ended June 30, 2022, we repurchased shares of our common stock at a total cost of $100 under our share repurchase program. The number and average price of shares purchased are set forth in the table below:

Period	(a) Total Number of Shares (or Units) Purchased	(b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Appropriate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Program
April 2022	—	$	—	—	$	217
May 2022	1,929	$	44.35	1,929	$	131
June 2022	332	$	43.66	332	$	117
Total	2,261			2,261

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

		Incorporated by Reference
Exhibit  Number	Description	Form	File No.	Exhibit	Filing Date	Filed or Furnished Herewith
10.1	Mortgage Loan Participation Sale Agreement dated as of August 30, 2016 between JPMorgan Chase Bank, National Association, as purchaser and Nationstar Mortgage LLC, as seller, conformed through Amendment No. 7					X
10.2	Omnibus Amendment, Consent and Acknowledgment Agreement, effective as of February 1, 2019 by and between JPMorgan Chase Bank, National Association, as Purchaser and Nationstar Mortgage LLC (successor by merger to Pacific Union Financial, LLC), as seller					X
10.3	Master Repurchase Agreement dated as of May 17, 2019 among Nationstar Sub 1J LLC and Nationstar REO Sub 1J LLC, as seller parties, Nationstar Mortgage LLC, as guarantor and JPMorgan Chase Bank, National Association, as buyer, conformed through Amendment No. 9					X
10.4	Loan and Security Agreement dated as of August 20, 2020 among Nationstar Mortgage LLC, as borrower, Morgan Stanley Bank, N.A., as initial lender and Morgan Stanley Mortgage Capital Holdings LLC, as administrative agent					X
10.5	Amendment No. 1 to Loan and Security Agreement, dated as of September 17, 2021 among Nationstar Mortgage LLC, as borrower, Morgan Stanley Bank, N.A., as initial lender and Morgan Stanley Mortgage Capital Holdings LLC, as administrative agent					X
10.6	Third Amended and Restated Master Repurchase Agreement, entered into as of August 31, 2020 by and between Bank of America, N.A., as buyer and Nationstar Participation Sub 1BM LLC, as seller, and acknowledged, guaranteed and agreed to by Nationstar Mortgage LLC, as guarantor or pledgor					X
10.7	Amendment Number Nineteen to the Second Amended and Restated Master Repurchase Agreement dated as of January29, 2016 between Barclays Bank PLC, as agent and Nationstar Mortgage LLC, as seller dated June 3, 2022					X
31.1	Certification by Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					X
31.2	Certification by Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					X
32.1	Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					X
32.2	Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					X

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		Incorporated by Reference
Exhibit  Number	Description	Form	File No.	Exhibit	Filing Date	Filed or Furnished Herewith
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.					X
101.SCH	Inline XBRL Taxonomy Extension Schema Document					X
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document					X
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document					X
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document					X
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document					X
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101.)					X

+     The schedules and other attachments referenced in this exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or attachment will be furnished supplementary to the Securities and Exchange Commission upon request.

**    Management, contract, compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MR. COOPER GROUP INC.
July 27, 2022	/s/ Jay Bray
Date	Jay Bray Chief Executive Officer (Principal Executive Officer)
July 27, 2022	/s/ Jaime Gow
Date	Jaime Gow Executive Vice President & Chief Financial Officer (Principal Financial and Accounting Officer)

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EX-10.1

Exhibit 10.1

MORTGAGE LOAN PARTICIPATION SALE AGREEMENT
CONFORMED THROUGH AMENDMENT NO. 7

between

NATIONSTAR MORTGAGE LLC

as Seller,

and

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as Purchaser

August 30, 2016

MORTGAGE LOAN PARTICIPATION SALE AGREEMENT

This is a MORTGAGE LOAN PARTICIPATION SALE AGREEMENT (“Agreement”), dated as of August 30, 2016 between JPMorgan Chase Bank, National Association (“Purchaser”) and Nationstar Mortgage LLC (“Seller”).

R E C I T A L S

WHEREAS, Seller desires to sell from time to time to Purchaser a 100% participation interest in all of Seller’s right, title and interest in and to designated pools of fully amortizing first lien residential Mortgage Loans (defined below) (each such pool of Mortgage Loans so purchased and sold, a “Mortgage Pool”), evidenced by a Participation Certificate, and Purchaser, at its sole election, agrees to purchase such Participation Certificates evidencing such participation interests from Seller in accordance with the terms and conditions set forth in this Agreement and the Custodial Agreement. This Agreement is not a commitment by Purchaser to enter into Transactions with Seller but rather sets forth the procedures to be used in connection with periodic requests for Purchaser to enter into Transactions with the Seller. Seller hereby acknowledges that Purchaser is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement.

WHEREAS, Seller acknowledges that it will cause each Mortgage Pool purchased hereunder as evidenced by a Participation Certificate to be converted into an Agency Security relating to such Mortgage Pool, such Agency Security to be backed by and to relate to the Mortgage Loans subject to the Mortgage Pools. In furtherance thereof, Seller agrees to cause the related Agency Security to be issued and delivered on or before the Settlement Date under the terms and conditions provided herein.

WHEREAS, coincident with each Mortgage Pool purchase, Seller will have validly assigned to Purchaser all of Seller’s rights and obligations under one or more forward purchase commitments each evidencing an institution’s commitment to purchase on a mandatory basis on a designated purchase date an agreed upon principal amount of the related Agency Security.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Purchaser and Seller, intending to be legally bound, hereby agree as follows:

Section 1.Definitions.

Capitalized terms used in this Agreement shall have the meanings ascribed to them below.

“Accepted Servicing Practices”: With respect to each Mortgage Loan, such standards which comply with the applicable standards and requirements under: (i) an applicable Agency Program and related provisions of the applicable Agency Guide pursuant to which the related Agency Security is intended to be issued, and/or (ii) any applicable FHA, USDA and/or VA program and related provisions of applicable FHA, USDA and/or VA servicing guidelines.

“Act of Insolvency”: With respect to any Person (a) the commencement by that Person as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law, or a request by that Person for the appointment of a receiver, trustee, custodian or similar official for that Person or any substantial part of its property; (b) the commencement of any such case or proceeding against that Person, or another’s seeking such appointment, or the filing against that Person of an application for a protective decree that (i) is consented to or not timely contested by that Person, or (ii) results in the entry of

an order for relief, such an appointment, the issuance of such a protective decree or the entry of an order having similar effect, or (iii) is not dismissed within sixty (60) days; (c) the making by that Person of a general assignment for the benefit of creditors; (d) the admission in writing by that Person that it is unable to pay its debts as they become due, or the nonpayment of its debts generally as they become due; or (e) the board of directors, managers, members or partners, as the case may be, of that Person taking any action in furtherance of any of the foregoing.

“Additional Collateral”: Has the meaning ascribed thereto in Section 7(d) hereof.

“Affiliate”: As to a specified Person, any other Person (a) that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the specified Person; (b) that is a director, manager, trustee, general partner or executive officer of the specified Person or serves in a similar capacity in respect of the specified Person; (c) that, directly or indirectly through one or more intermediaries, is the beneficial owner of ten percent (10%) or more of any class of equity securities of the specified Person or (d) of which the specified Person is directly or indirectly the owner of ten percent (10%) or more of any class of equity securities (or equivalent equity interests). For the purposes of this definition, “control” means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling”, “controlled by” and “under common control with” have meanings correlative to the meaning of “control”.

“Agency”: The Government National Mortgage Association (“GNMA”), the Federal National Mortgage Association (“Fannie Mae”), and the Federal Home Loan Mortgage Corporation (“Freddie Mac”), as applicable.

“Agency Approvals”: Has the meaning ascribed thereto in Section 9(a)(xxviii) hereof.

“Agency Eligible Mortgage Loan”: A mortgage loan that complies in all material respects with the eligibility requirements for swap or purchase by the designated Agency, under the applicable Agency Guide and/or applicable Agency Program.

“Agency Guaranty Fee”: Such fee, payable monthly by Seller to the Agency, as set by the Agency and as in effect at the time a Transaction is commenced, the amount of which with respect to each Mortgage Loan shall be specified as a percentage of par by notice from Seller to Purchaser and on the Mortgage Loan Schedule.

“Agency Guide”: Respecting GNMA Securities, the GNMA Mortgage-Backed Securities Guide; respecting Fannie Mae Securities, the Fannie Mae Selling Guide and the Fannie Mae Servicing Guide; and respecting Freddie Mac Securities, the Freddie Mac Sellers’ and Servicers’ Guide; in each case as such Agency Guide may be amended from time to time.

“Agency Program”: The specific mortgage-backed securities swap or purchase program under the relevant Agency Guide or as otherwise approved by the Agency pursuant to which the Agency Security for a given Transaction is to be issued.

“Agency Security”: A fully modified pass-through mortgage-backed certificate guaranteed by GNMA, a guaranteed mortgage pass-through certificate issued by Fannie Mae, or a mortgage participation certificate issued by Freddie Mac, in each case representing or backed by the Mortgage Pool which is the subject of a Transaction. The particular Agency Security for the relevant Agency is alternatively referred to as: “GNMA Securities” (in the case of GNMA), “Fannie Mae Securities” (in the case of Fannie Mae) and “Freddie Mac Securities” (in the case of Freddie Mac).

“Agency Security Face Amount”: The original unpaid principal balance of the Agency Security.

“Agency Security Issuance Deadline”: The date by which the Agency Security must be issued and delivered to Purchaser, which, unless otherwise agreed to by Purchaser as provided herein, shall occur no later than the Settlement Date.

“Agency Security Issuance Failure”: Failure of the Agency Security to be issued for any reason whatsoever on or before the Agency Security Issuance Deadline, or a prior good faith determination by Seller or Purchaser that such Agency Security will not be issued on or before such time.

“Anti-Corruption Laws”: All laws, rules, and regulations of any jurisdiction applicable to the Seller or any of its Subsidiaries from time to time concerning or relating to bribery or corruption.

“Anti-Money Laundering Laws”: Federal, state and local anti-money laundering laws, orders and regulations, including the USA Patriot Act of 2001, the Bank Secrecy Act, OFAC regulations and applicable Executive Orders.

“Available Warehouse Facilities”: As the context requires, (i) the aggregate amount at any time of used and unused available warehouse lines of credit, purchase facilities, repurchase facilities, early purchase program facilities and off-balance sheet funding facilities (whether committed or uncommitted) to finance residential mortgage loans available to Seller at such time or (ii) such warehouse lines of credit, purchase facilities, repurchase facilities, early purchase program facilities and off-balance sheet funding facilities themselves.

“Bankruptcy Code”: The United States Bankruptcy Code of 1978, as amended from time to time.

“Basic Collateral”: Has the meaning ascribed thereto in Section 7(c) hereof.

“Benchmark Administration Changes”: With respect to the Benchmark (including any Benchmark Replacement Rate), any technical, administrative or operational changes (including without limitation changes to the timing and frequency of determining rates and making payments of interest, length of lookback periods, and other administrative matters as may be appropriate, in the sole and good faith discretion of Purchaser, to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by Purchaser in a manner substantially consistent with market practice (or, if Purchaser determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such Benchmark exists, in such other manner of administration as Purchaser decides is reasonably necessary in connection with the administration of this Agreement).

“Benchmark Replacement Rate”: A rate determined by Purchaser in accordance with Section 2(h) hereof.

“Blanket Bond Required Endorsement”: Endorsement of Seller’s mortgage banker’s blanket bond insurance policy to (i) provide that for any loss affecting Purchaser’s interest, Purchaser will be named on the loss payable draft as its interest may appear and (ii) provide Purchaser access to coverage under the theft of secondary market institution’s money or collateral clause of policy.

“Breach”: Has the meaning ascribed thereto in Section 9(c) hereof.

“Business Day”: Any day other than (i) a Saturday or Sunday, (ii) any day on which banking institutions are authorized or required by law, executive order or governmental decree to be closed in the State of New York or (iii) any day on which the New York Stock Exchange is closed.

“Capital Lease Obligations”: For any Person, all obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) Property to the extent such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP, and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.

“Change in Control”: Either of the following events (a) less than 100% of Seller’s equity securities are owned, directly or indirectly, by NMH, (b) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than one or more Permitted Holders, becomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), of more than the greater of (x) 35% of the then-outstanding voting power of NMH’s voting equity interests and (y) the percentage of the then-outstanding voting power of NMH’s voting equity interests owned, in the aggregate, directly or indirectly, beneficially and of record, by the Permitted Holders, determined after such person’s or group’s most recent acquisition of outstanding voting power of NMH’s voting equity interests; unless the Permitted Holders have, at such time, the right or the ability by voting power, contract or otherwise to elect or designate for election at least a majority of NMH’s board of directors or (c) a sale of all or substantially all of the assets of Seller.

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

“Collateral”: Has the meaning ascribed thereto in Section 7(d) hereof.

“Compliance Certificate”: A compliance certificate substantially in the form referenced in a Master Repurchase Agreement (or otherwise in form and substance acceptable to Purchaser), completed, executed by a responsible officer of Seller and submitted to Purchaser.

“Custodial Account”: An account established pursuant to Section 5(c) hereof.

“Custodial Agreement”: The Custodial Agreement, dated as of the date hereof, among Seller, Purchaser and the Custodian, as supplemented, amended or restated from time to time.

“Custodian”: Deutsche Bank National Trust Company and its successors shall be the Custodian under the Custodial Agreement.

“Cut-off Date”: The first calendar day of the month in which the Settlement Date is to occur.

“Cut-off Date Principal Balance”: The outstanding principal balance of the Mortgage Loans on the Cut-off Date after giving effect to payments of principal and interest due on or prior to the Cut-off Date whether or not such payments are received.

“Deficient Mortgage Loans”: Has the meaning ascribed thereto in Section 9(c) hereof.

“Designated Servicer”: Has the meaning ascribed thereto in Section 5(f) hereof.

“Dividing Person”: Has the meaning ascribed to such term in the definition of “Division” herein.

“Division”: The division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

“Division Successor”: Any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities and obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person that retains any of its assets, liabilities and obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division.

“Electronic Tracking Agreement”: The Electronic Tracking Agreement, dated as of the date hereof, among Seller, Purchaser, MERS and MERSCORP Holdings, Inc.

“ERISA”: With respect to any Person, means the Employee Retirement Income Security Act of 1974, all rules and regulations promulgated thereunder and any successor statute, rules and regulations, as amended from time to time.

“ERISA Affiliate”: Any corporation or trade or business that, together with Seller is treated as a single employer under Section 414(b) or (c) of the Code or solely for purposes of Section 302 of ERISA and Section 412 of the Code is treated as single employer described in Section 414 of the Code.

“Escrow Payments”: With respect to any Mortgage Loan, the amounts constituting ground rents, taxes, assessments, water rents, sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, condominium charges, and any other payments required to be escrowed by the related mortgagor with the mortgagee pursuant to the Mortgage or any other related document.

“Exchange Act”: The Securities and Exchange Act of 1934, as amended.

“Expenses”: All present and future expenses incurred by or on behalf of the Purchaser in connection with this Agreement or any of the other Program Documents and any amendment, supplement or other modification or waiver related hereto or thereto, whether incurred heretofore or hereafter, including without limitation, attorneys’ fees.

“Fannie Mae Securities”: Has the meaning ascribed to such term in the definition of “Agency Security” herein.

“FDIC”: The Federal Deposit Insurance Corporation or its permitted successors or assigns.

“Fee Letter”: That certain pricing and fee letter between Purchaser and Seller, dated as of the date hereof.

“FHA”: The Federal Housing Administration.

“FHA Approved Mortgagee”: An institution that is approved by the FHA to act as a mortgagee and servicer of record, pursuant to FHA Regulations.

“FHA Insurance Contract”: The contractual obligation of FHA respecting the insurance of an FHA Loan pursuant to the National Housing Act, as amended.

“FHA Loan”: A Mortgage Loan that is the subject of an FHA Insurance Contract as evidenced by a Mortgage Insurance Certificate.

“FHA Regulations”: The regulations promulgated by HUD under the National Housing Act, codified in 24 Code of Federal Regulations, and other HUD issuances relating to FHA Loans, including the related handbooks, circulars, notices and mortgagee letters, and all amendments and additions thereto.

“Freddie Mac Securities”: Has the meaning ascribed to such term in the definition of “Agency Security” herein.

“GAAP”: Generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and the statements and pronouncements of the Financial Accounting Standards Board, or in statements and pronouncements of such other entity as may be approved by a significant segment of the accounting profession.

“GNMA Securities”: Has the meaning ascribed to such term in the definition of “Agency Security” herein.

“Good Delivery”: Has the meaning ascribed to such term in the SIFMA Guide in connection with the standard requirements for the delivery and settlement of an Agency Security.

“Governmental Authority”: Includes the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, any governmental or quasi-governmental department, commission, board, bureau or instrumentality, any court, tribunal or arbitration panel, and, with respect to any Person, any private body having regulatory jurisdiction over any Person or its business or assets (including any insurance company or underwriter through whom that Person has obtained insurance coverage).

“Hedging Arrangement”: Any forward sales contract, forward trade contract, interest rate swap agreement, interest rate cap agreement or other contract pursuant to which Seller has protected itself from the consequences of a loss in the value of a Mortgage Loan or its portfolio of Mortgage Loans because of changes in interest rates or in the market value of mortgage loan assets.

“HUD”: The United States Department of Housing and Urban Development or any successor thereto.

“Indebtedness”: With respect to any Person, on any day (a) all indebtedness or other obligations of such Person (and, if applicable, that Person’s Subsidiaries, on a consolidated basis) that, in accordance with GAAP, should be included in determining total liabilities as shown on the liabilities side of a balance sheet of such Person at such date, and (b) all indebtedness or other obligations of such Person (and, if applicable, that Person’s Subsidiaries, on a consolidated basis) for borrowed money or for the deferred purchase price of property or services; provided that, for purposes of this Agreement, there shall be excluded from Indebtedness on any day loan loss reserves, deferred taxes arising from capitalized excess service fees, operating leases and Qualified Subordinated Debt.

“Individual Takeout Amount”: The principal amount of an Agency Security covered by a particular Takeout Commitment plus accrued interest on such amount, determined in accordance with Good Delivery requirements.

“Initial Balance”: The aggregate outstanding principal balance of the Mortgage Loans evidenced by a Participation Certificate as of the related Purchase Date.

“Initial Remittance Date”: The meaning ascribed thereto in Section 4(c) hereof.

“Lien”: Any lien, claim, charge, restriction, pledge, security interest, mortgage, deed of trust or other encumbrance.

“Losses”: Has the meaning ascribed thereto in Section 5(a) hereof.

“Master Repurchase Agreement”: Each of (i) that certain Master Repurchase Agreement, dated as of June 10, 2016, by and between Nationstar Mortgage LLC (successor by merger to Pacific Union Financial, LLC), as seller, and JPMorgan Chase Bank, N.A., as buyer and (ii) that certain Master Repurchase Agreement, dated as of September 9, 2016, by and between Nationstar Mortgage LLC, as seller, and JPMorgan Chase Bank, N.A., as buyer, in each case as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Master Securities Forward Transaction Agreement”: That certain Master Securities Forward Transaction Agreement, dated as of October 24, 2013 by and between Seller and J.P. Morgan Securities LLC, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Material Adverse Effect”: Any (i) material adverse effect upon the validity, performance or enforceability of any Program Document, (ii) material adverse effect on the reputation, properties, business, condition or prospects, financial or otherwise, of Seller (and its Subsidiaries, on a consolidated basis), (iii) material adverse effect upon the ability of Seller to fulfill its obligations under this Agreement, or (iv) material adverse effect on the value or salability of the Mortgage Loans or Participation Certificates subject to this Agreement, taken as a whole, as determined in each case by Purchaser in Purchaser’s sole good faith discretion.

“Maximum Purchase Price”: Has the meaning set forth in the Fee Letter.

“MERS”: Mortgage Electronic Registration Systems, Inc., a Delaware corporation, or any successor thereto.

“MERS System”: The system of recording transfers of mortgages electronically maintained by MERS.

“Mortgage”: A first lien mortgage or deed of trust securing a Mortgage Note.

“Mortgage File”: The items pertaining to each Mortgage Loan (other than the Mortgage Loan Documents required to be delivered to the Custodian pursuant to the Custodial Agreement) and Agency Program as described in the relevant Agency Guide.

“Mortgage Insurance Certificate”: An original HUD Form 59100 signed by HUD which identifies the Mortgage Loan it accompanies.

“Mortgage Interest Rate”: The annual rate of interest borne by the Mortgage Note.

“Mortgage Loan”: Each mortgage loan included in a Mortgage Pool, in each case secured by a Mortgage on a one- to four-family residence and (if so required by the relevant Agency Program) eligible to be either guaranteed by VA, USDA and/or insured by FHA, or insured by a private mortgage insurer, as applicable.

“Mortgage Loan Documents”: The originals of the Mortgage Notes and other documents and instruments required to be delivered to the Custodian in connection with each Transaction, all pursuant to the Custodial Agreement.

“Mortgage Loan Remittance Report”: Has the meaning ascribed thereto in Section 5(a) hereof.

“Mortgage Loan Schedule”: Has the meaning ascribed thereto in the Custodial Agreement.

“Mortgage Note”: A promissory note or other evidence of indebtedness of the obligor thereunder, representing a Mortgage Loan, and secured by the related Mortgage.

“Mortgage Pool”: Has the meaning ascribed thereto in the introductory recitals to this Agreement.

“Mortgage Pool Ownership Interest”: Has the meaning ascribed thereto in Section 2(b)(i) hereof.

“Mortgaged Property”: The real property securing repayment of the debt evidenced by a Mortgage Note.

“Mortgagor”: The obligor or obligors on a Mortgage Note, including any person who has assumed or guaranteed the obligations of the obligor thereunder

“Multiemployer Plan”: A multiemployer plan defined as such in Section 3(37) of ERISA to which contributions have been or are required to be made by Seller or any ERISA Affiliate and that is covered by Title IV of ERISA.

“Net Mortgage Interest Rate”: With respect to any Mortgage Loan, the Mortgage Interest Rate applicable to such Mortgage Loan less the Servicing Fee.

“NMH”: Nationstar Mortgage Holdings, Inc.

“Obligations”: All of the obligations of the Seller to the Purchaser under the Program Documents.

“Outstanding Transaction”: The meaning ascribed thereto in Section 11 hereof.

“Participation Certificate”: A certificate issued in the name of Purchaser and delivered to Custodian by Seller in connection with each Transaction, substantially in the form attached as an exhibit to the Custodial Agreement, such certificate to evidence the entire (100%) beneficial ownership interest in the related Mortgage Pool.

“Participation Certificate Pass-Through Rate”: With respect to each Participation Certificate, the per annum rate at which interest is passed through to Purchaser which initially shall be the rate of interest specified on such Participation Certificate as the Pass-Through Rate, subject to adjustment as contemplated hereby. The Participation Certificate Pass-Through Rate is based upon the weighted average of the Net Mortgage Interest Rates on the Mortgage Loans.

“Permitted Dividend”: (a) As to any taxable period of Seller for which Seller, if a corporation, makes an S corporation election,or if a multi-member limited liability company or a partnership, does not makes an election with the Internal Revenue Service to be treated as a corporation, an annual or quarterly distribution necessary to enable each shareholder, partner or member, as applicable, of Seller to pay federal or state income taxes attributable to such shareholder, partner or member resulting solely from the allocated share of income of Seller for such period (“Permitted Tax Distributions”) and (b) a regular cash dividend declared by Seller and paid to its shareholders, partners or members, as applicable, provided that such regular cash dividends do not exceed, in the aggregate, during any fiscal year fifty percent (50%) of Seller’s net income for such fiscal year after payment of the Permitted Tax Distributions (as calculated on its annual statement of income).

“Permitted Holders”: Mr. Cooper Group, Inc. and any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, Mr. Cooper Group, Inc. For purposes of this definition, the term “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Permitted Tax Distributions”: is defined in the definition of “Permitted Dividend”.

“Person”: Any individual, corporation, company, voluntary association, partnership, joint venture, limited liability company, trust, unincorporated association or government (or any agency, instrumentality or political subdivision thereof).

“Plan”: An employee benefit or other plan established or maintained by Seller or any ERISA Affiliate and covered by Title IV of ERISA, other than a Multiemployer Plan.

“Pooling Documents”: Each of the original schedules, forms and other documents (other than the Mortgage Loan Documents) required to be delivered by or on behalf of Seller to the relevant Agency, the Purchaser and/or the Custodian, as further described in the Custodial Agreement.

“Potential Servicer Termination Event” A Servicer Termination Event or an event that with notice or lapse of time or both would become a Servicer Termination Event.

“Present Value Adjustment”: The product of (a) the Discount Rate as of the Purchase Date, (b) the Initial Balance, (c) the Takeout Price and (d) a fraction, the numerator of which is the actual number of days elapsed from (and including) the Purchase Date to (but excluding) the Settlement Date and the denominator of which is 360.

“Privacy Requirements” means (a) Title V of the GLB Act,(b) any applicable federal regulations implementing such act codified at 12 CFR Parts 40, 216, 332 and 573, (c) any of the Interagency Guidelines Establishing Standards For Safeguarding Customer Information codified at 12 CFR Parts 30, 168, 170, 208, 211, 225, 263, 308 and 364 that are applicable and (d) any other applicable federal, state and local laws, rules, regulations and orders relating to the privacy and security of Seller’s Customer Information, as such statutes and such regulations, guidelines, laws, rules and orders (the “Safeguards Rules”) may be amended from time to time.

“Program Documents”: This Agreement, the Fee Letter, each Master Repurchase Agreement, the Custodial Agreement, the Electronic Tracking Agreement, each Participation Certificate, each Takeout Commitment and all other documents related thereto.

“Property”: Any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

“Purchase Date”: As to a given Transaction, the date of Seller’s sale and Purchaser’s purchase of the Participation Certificate, as evidenced by Purchaser’s payment to Seller of the Purchase Price.

“Purchase Price”: With respect to any Participation Certificate, an amount equal to the sum of:

(A)the product of the Initial Balance and the Takeout Price;

(B)the product of (i) the product of (1) the Participation Certificate Pass-Through Rate and (2) the Initial Balance; and (ii) a fraction, the numerator of which is the actual number of days elapsed from (and including) the Cut-off Date to (but excluding) the Settlement Date and the denominator of which is 360; and

(C)minus the Present Value Adjustment.

“Qualified Depository”: A depository institution, the accounts of which are insured by the FDIC, which meets the applicable requirements of the relevant Agency for maintaining custodial collection accounts and escrow accounts in connection with servicing residential mortgage loans underlying an Agency Security.

“Qualified Subordinated Debt”: With respect to any Person, all unsecured Indebtedness of such Person, for borrowed money, that is, by its terms or by the terms of a subordination agreement (which terms shall have been approved by Purchaser), in form and substance satisfactory to Purchaser, effectively subordinated in right of payment to all other present and future obligations and all indebtedness of such Person, of every kind and character, owed to Purchaser and which terms or subordination agreement, as applicable, include, among other things, standstill and blockage provisions approved by Purchaser, restrictions on amendments without the consent of Purchaser, non-petition provisions and maturity date or dates for any principal thereof at least 395 days after the date hereof.

“Repurchase Price”: With respect to the 100% beneficial interest in any Mortgage Loan, a price equal to (i) the product of the Initial Balance and the Takeout Price (expressed as a percentage) plus (ii) interest on such Initial Balance at the Mortgage Interest Rate from the date on which interest has been paid and distributed to the Purchaser to the date of repurchase, less amounts received, if any, plus amounts advanced, if any, by the Seller as servicer, in respect of such Mortgage Loan.

“Remittance Date”: The twenty-fifth (25th) day of each month (or if such day is not a Business Day, the Business Day immediately following such twenty-fifth (25th) day).

“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, regulation, procedure 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.

“Responsible Officer”: As to any Person, the chief executive officer, the chief financial officer, the treasurer or the chief operating officer of such Person.

“Sanctions”: All economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State.

“Sanctioned Country”: At any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria).

“Sanctioned Person”: At any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).

“Scheduled Delivery Date”: The date of delivery of any Agency Security to be delivered by an Agency to Purchaser in connection with a Transaction.

“SEC”: The Securities and Exchange Commission.

“Serviced Loans”: All residential mortgage loans serviced or required to be serviced by the Seller under any Servicing Agreement, irrespective of whether the actual servicing is done by another Person (a subservicer) retained by the Seller for that purpose.

“Servicer Termination Event”: Has the meaning ascribed thereto in Section 5(e) hereof.

“Servicing Agreement”: With respect to any Person, the arrangement (whether or not in writing) pursuant to which that Person acts as servicer of residential mortgage loans, whether owned by that Person or by others.

“Servicing Fee”: With respect to any Mortgage Loan and any month, the monthly fee payable to the Seller for the servicing of such Mortgage Loan, such fee being calculated on a Mortgage Loan-by-Mortgage Loan basis and equal to the outstanding principal balance of such Mortgage Loan on which interest accrued in the related month multiplied by a percentage which is set forth on the Mortgage Loan Schedule plus the Agency Guaranty Fee which is also set forth on the Mortgage Loan Schedule.

“Servicing File”: With respect to each Mortgage Loan, the file to be held by Seller in trust for the benefit of Purchaser, solely in a custodial capacity. Such file includes, but is not limited to, originals or copies of all documents in the Mortgage File, computer files, data disks, books, records, payment histories, data tapes, notes and all additional documents generated as a result of or utilized in originating and servicing each Mortgage Loan.

“Servicing Period”: Has the meaning ascribed thereto in Section 2(b)(iv) hereof.

“Servicing Portfolio”: The Seller’s entire portfolio of Serviced Loans.

“Servicing Rights”: All rights and interests of Seller or any other Person, whether contractual, possessory or otherwise, to service, administer and collect Income with respect to residential mortgage loans, and all rights incidental thereto.

“Servicing Transfer Date”: Has the meaning ascribed thereto in Section 6 hereof.

“Settlement Date”: With respect to each Transaction, that date specified as the contractual delivery and settlement date in the related Takeout Commitment(s) pursuant to which Purchaser has the right to deliver Agency Securities to the Takeout Buyer(s).

“SIFMA Guide”: The uniform practices for the clearance and settlement of mortgage backed securities and other related securities, published (and periodically updated as supplemented) by The Securities Industry and Financial Markets Association (“SIFMA”).

“Standard Agency Mortgage Loan Representations”: Has the meaning ascribed thereto in Section 9(b)(iii) hereof.

“Subservicer”: Any entity which is subservicing the Mortgage Loans pursuant to a subservicing agreement with Seller. Each Subservicer and the related subservicing agreement shall be approved in advance by Purchaser.

“Subsidiary”: With respect to any Person, any corporation, partnership or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, partnership or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

“Takeout Amount”: The aggregate of the Individual Takeout Amounts respecting the Agency Security to be issued in connection with a given Transaction, which Takeout Amount shall be required to equal the unpaid principal balance of the Agency Security plus accrued interest.

“Takeout Buyer”: (i) Any member of the MBS Securities Clearing Corporation, (ii) any Person with a master securities forward trade agreement in place with Purchaser, or (iii) any non-member of the MBS Securities Clearing Corporation approved by Purchaser in writing on a case-by-case basis.

“Takeout Commitment”: A trade confirmation from the Takeout Buyer to Seller in electronic format confirming the details of a forward trade between the Takeout Buyer (as buyer) and Seller (as seller) constituting a valid, binding and enforceable mandatory delivery commitment by a Takeout Buyer to purchase on the Settlement Date and at a given Takeout Price the principal amount of the Agency Security described therein.

“Takeout Commitment Assignment”: An assignment executed by Seller, whereby Seller irrevocably assigns its rights but not its obligations under the Takeout Commitment, and which assignment shall be substantially in the form and content of Exhibit A hereto.

“Takeout Price”: As to each Takeout Commitment the purchase price (expressed as a percentage of par) set forth therein.

“Termination Date”: The earlier of (i) June 6, 2023, and (ii) upon the occurrence and continuance of a Servicer Termination Event under the Agreement.

“Transaction”: Each of (i) each agreement by Purchaser to purchase, and by Seller to sell, a Mortgage Pool as evidenced by a Participation Certificate under the terms and conditions of this Agreement; (ii) Seller’s performance of its obligations both hereunder respecting such Mortgage Pool and under the Custodial Agreement; (iii) the issuance and delivery of the related Agency Security together with Seller’s undertakings respecting the facilitation of such Agency Security issuance; (iv) the delivery of the related Agency Security to the Takeout Buyer under each Takeout Commitment; (v) Purchaser’s exercise of its rights and remedies hereunder and in the Custodial Agreement in the event of an Agency Security Issuance Failure or Servicer Termination Event; and (vi) as appropriate, Seller’s servicing of the Mortgage Pool as described herein.

“USDA”: The United States Department of Agriculture or any successor thereto.

“USDA Loan”: A Mortgage Loan that is or will be guaranteed by the USDA.

“USDA Regulations”: The regulations promulgated by the USDA under the Helping Families Save Their Homes Act of 2009, as amended from time to time and codified in 7 Code of Federal Regulations, and other USDA issuances relating to USDA Loans, including the related handbooks, circulars, notices and mortgagee letters.

“VA”: The Department of Veterans Affairs.

“VA Approved Lender”: A lender that is approved by the VA to act as a lender in connection with the origination of any VA Loan subject to a VA Loan Guaranty Agreement.

“VA Loan”: A Mortgage Loan that is or will be the subject of a VA Loan Guaranty Agreement.

“VA Loan Guaranty Agreement”: The obligation of the United States to pay a specific percentage of a Mortgage Loan (subject to a maximum amount) pursuant to the Serviceman’s Readjustment Act, as amended.

“Wire Instructions”: The wiring instructions as provided by the Seller to the Purchaser and attached hereto as Exhibit C.

Section 1.Purchases of Participation Certificates.

(a)Purchaser may in its sole discretion from time to time, purchase one or more Participation Certificates from Seller at the Purchase Price. Prior to Purchaser’s purchase of any Participation Certificate, the Conditions Precedent set forth in Section 8 shall be satisfied or waived.

(b)Simultaneously with the payment by Purchaser of the Purchase Price, in accordance with the warehouse lender’s wire instructions or Seller’s Wire Instructions, as applicable, with respect to a Participation Certificate, Seller hereby agrees to:

(i)irrevocably and absolutely sell, transfer, assign, set over and convey to Purchaser, without recourse but subject to the terms of this Agreement, all right, title and interest of Seller in and to (A) the Participation Certificate and a 100% undivided beneficial ownership interest in the Mortgage Loans subject to such Participation Certificate, (B) any payments or proceeds under any related primary insurance, hazard insurance and FHA insurance policies and VA guarantees and USDA guarantees (if any) or otherwise and (C) the beneficial interests in the Mortgage Loan Documents, Mortgage Files and Servicing Files (collectively, the “Mortgage Pool Ownership Interest”);

(i)irrevocably and absolutely assign and set over to Purchaser all of Seller’s rights (but not its obligations) in and to each Takeout Commitment and does hereby deliver to Purchaser the Takeout Commitment Assignment duly executed by Seller;

(ii)sell, transfer, set over and convey to Purchaser all of Seller’s right, title and interest in and to the Agency Security scheduled to be issued by the applicable Agency; and

(iii)accept its appointment and discharge its performance obligations as servicer of all of the Mortgage Loans subject to the applicable Participation Certificate for the benefit of Purchaser (and any other registered holder of the Participation Certificate) for the period (the “Servicing Period”) from and after the Purchase Date through the earliest to occur of (A) the date of actual issuance, delivery and settlement of the Agency Security to Purchaser, provided such issuance and delivery occurs on or before the Agency Security Issuance Deadline, unless otherwise mutually agreed to by the parties and (B) in the case of an Agency Security Issuance Failure, either (x) any date so designated by Purchaser, but in all events a date occurring no later than the last calendar day of the second month following the month in which the Settlement Date for the related Agency Security was originally scheduled to occur; or (y) the date of Seller’s purchase of the entire Mortgage Pool based on, and as a result of, Seller’s breach of any of its representations and warranties hereunder including without limitation any of the mortgage loan representations herein.

(c)From time to time Seller may make a request of Purchaser by telephone or otherwise to enter into a Transaction. Purchaser shall be under no obligation to enter into the Transaction unless and until (i) it elects to do so, which election shall be evidenced solely by its transfer of appropriate funds to Seller and (ii) the conditions specified herein have been satisfied.

(d)If Purchaser elects to purchase any Participation Certificate, Purchaser shall pay an amount equal to the Purchase Price for such Participation Certificate by wire transfer of immediately available funds in accordance with the warehouse lender’s wire instructions or if there is no warehouse lender, Seller’s Wire Instructions. In the event that Purchaser rejects a Participation Certificate for purchase for any reason and/or does not transmit the Purchase Price, (i) any Participation Certificate delivered to Custodian in anticipation of such purchase shall automatically be null and void and shall be returned by Custodian to Seller and (ii) if Purchaser shall nevertheless receive any portion of the related Takeout Price, Purchaser shall pay such Takeout Price to Seller in accordance with Seller’s Wire Instructions on the date of receipt thereof by Purchaser if Purchaser receives such portion of the Takeout Price prior to 1:00 p.m., New York City time and otherwise, on the next Business Day.

(e)In the event that the Agency Security is not issued on or before the Agency Security Issuance Deadline, Purchaser and Seller may, in the sole discretion of each such party, agree to extend the original Agency Security Issuance Deadline, which agreement shall be evidenced in writing.

(f)To the extent, but only to the extent, the Agency Security is not issued on or before the Agency Security Issuance Deadline or an Agency Security Issuance Failure has occurred, then all payments and recoveries of principal and interest respecting any Mortgage Loan due on or after the Cut-off Date, shall belong to Purchaser.

(g)The terms and conditions of the purchase of each Participation Certificate shall be as set forth in this Agreement and in each Participation Certificate. Each Participation Certificate shall be deemed to incorporate, and Seller shall be deemed to make as of the applicable dates specified herein, for the benefit of Purchaser, the representations and warranties

set forth herein in respect of such Participation Certificate and the Mortgage Loans evidenced by such Participation Certificate.

(h)If prior to any Purchase Date, Purchaser determines in its sole discretion that, by reason of circumstances affecting the relevant market, (i) adequate and reasonable means do not exist for ascertaining the Benchmark, (ii) the applicable Benchmark is no longer in existence, (iii) continued implementation of the Benchmark is no longer administratively feasible or no significant market practice for the administration of the Benchmark exists, (iv) the Benchmark will not adequately and fairly reflect the cost to Purchaser of purchasing Participation Certificates or maintaining Transactions, or (v) the administrator of the applicable Benchmark or a Governmental Authority having jurisdiction over Purchaser has made a public statement identifying a specific date after which the Benchmark shall no longer be made available or used for determining the interest rate of loans, Purchaser may give prompt notice thereof to Seller (each, a “Benchmark Replacement Event”), whereupon the rate that will replace the Benchmark for any immediately succeeding such Purchase Date, and for all subsequent Purchase Dates until such notice has been withdrawn by Purchaser, shall be the greater of (i) an alternative benchmark rate (including any mathematical or other adjustments to such benchmark rate (if any) incorporated therein) and (ii) zero, in lieu of the then-applicable Benchmark (any such rate, a “Benchmark Replacement Rate”), together with any proposed Benchmark Administration Changes, as determined by Purchaser in a manner substantially consistent with Purchaser’s practice for similarly situated counterparties and with substantially similar assets subject thereto.

(i)Subject to the following sentence, Purchaser will have the right to make Benchmark Administration Changes from time to time with respect to the Benchmark (including any Benchmark Replacement Rate), and will promptly notify Seller of the effectiveness of any such changes. Any adoption of Benchmark Administration Changes and any determination of a Benchmark Replacement Rate shall be made by Purchaser in a manner substantially consistent with market practice with respect to similarly situated counterparties with substantially similar assets in similar facilities; provided that the foregoing standard shall only apply to gestation transactions that are under the supervision of Purchaser’s investment bank New York mortgage finance business that administers the Transactions. Notwithstanding anything to the contrary herein or the other Program Documents, any such Benchmark Administration Changes will become effective without any further action or consent of Seller or any other party to this Agreement or the other Program Documents.

Section 2.Takeout Commitments.

(j)Seller, coincident with the commencement of each Transaction, hereby and thereby assigns and sets over to Purchaser, without recourse, free and clear of any lien, claim, participation or encumbrance of any kind, all of Seller’s rights (but not its obligations) under each Takeout Commitment, including without limitation its right and entitlement to receive the entire Takeout Price specified in each Takeout Commitment from a Takeout Buyer. Purchaser agrees that it will deliver to each Takeout Buyer such Agency Security that is sufficient to satisfy all Takeout Commitments, provided that (i) the Agency Security shall have been issued and delivered pursuant to Purchaser in the Agency Security Face Amount, and at least equal to the Cut-off Date Principal Balance, on or before the Settlement Date so as to allow Purchaser to effect Good Delivery of the Agency Security to the Takeout Buyer; and (ii) such Takeout Buyer executes the Takeout Commitment Assignment to Purchaser.

(k)In the event the Takeout Buyer fails to perform its obligations under the related Takeout Commitment as determined under the express terms set forth in such Takeout Commitment, Purchaser and Seller may, but neither is required to, renegotiate the terms of the Takeout Commitment Assignment.

Section 1.Issuance and Delivery of Participation Certificate.

(l)In connection with each Transaction, Seller shall cause a fully executed and completed Participation Certificate to be issued and delivered to the Custodian for authentication and delivery of a copy thereof to Purchaser on or before the Purchase Date. Pursuant to the Custodial Agreement, Custodian shall hold the Participation Certificate for the exclusive use and benefit of Purchaser, as Purchaser’s bailee, and shall deliver a facsimile copy of the Participation Certificate to Purchaser upon authentication. The Participation Certificate shall evidence the entire Mortgage Pool Ownership Interest in the Mortgage Pool. The Participation Certificate shall, by its terms, cease to evidence a Mortgage Pool Ownership Interest (i) (A) with respect to any Agency Security issued by GNMA, when Purchaser (or its designee) is registered as the registered owner of such Security on GNMA's central registry and (B) with respect to any Agency Security issued by Fannie Mae or FHLMC, the later to occur of (x) the issuance of the related Agency Security and (y) the transfer of all of the right, title and ownership interest in that Agency Security to Purchaser or its designee; or (ii) in the event of an Agency Security Issuance Failure, a purchase of the entire Participation Certificate by Seller in an amount equal to the aggregate unpaid principal balance of the Mortgage Loans evidenced by such Participation Certificate plus accrued interest at the Participation Certificate Pass-Through Rate; provided, however, that in the event of an Agency Security Issuance Failure, Purchaser may at its option cause the Participation Certificate to be canceled in exchange for assignment and delivery to Purchaser by the Custodian of the entire Mortgage Pool Ownership Interest, and provided further, that the rights and remedies conferred under such Participation Certificate and this Agreement shall continue to be effective in determining the rights of Purchaser (or other holder of the Participation Certificate) to receive the benefit of any required payments derived from the Mortgage Pool.

(m)Purchaser and any transferee under the Participation Certificate shall be entitled during the term in which a Participation Certificate remains in force and effect to sell, transfer, assign, pledge, or otherwise dispose of such Participation Certificate in accordance with the terms of the Custodial Agreement, all without the consent of Seller. Seller agrees to treat any registered holder of the Participation Certificate as the sole beneficial owner of the Mortgage Pool evidenced thereby, all as further provided in the Custodial Agreement.

(n)Each Participation Certificate shall provide for monthly remittance by Seller to the registered holder thereof of Mortgage Pool payments of principal (including principal prepayments) and interest. The first Remittance Date for Seller’s remittance of Mortgage Loan payments to the holder of a Participation Certificate (“Initial Remittance Date”) shall occur (if at all) on the twenty-fifth (25th) day of the month following the month in which the Settlement Date is scheduled to occur. The remittance on the Initial Remittance Date, or on such earlier date if an Agency Security Issuance Failure has occurred, shall include all Mortgage Pool payments (with the interest component thereof adjusted to the Participation Certificate Pass-Through Rate) received by Seller (or Subservicer).

(o)Upon sale or other disposition by Purchaser as contemplated herein, Purchaser (or a subsequent registered holder of a Participation Certificate) shall surrender the Participation Certificate (to the extent in its possession) to Custodian upon the earliest to occur of (i) the sale or transfer of such Participation Certificate and (ii) the assignment and delivery to Purchaser of the entire Mortgage Pool Ownership Interest.

Section 3.Mortgage Pool Servicing.

(p)General Servicing Standards; Indemnification; Servicing Compensation. Seller and Purchaser each agrees and acknowledges that each Mortgage Pool shall be sold to Purchaser on a servicing retained basis. Purchaser and Seller agree, however, that Purchaser is

engaging, and Purchaser does hereby engage, Seller to provide servicing of each Mortgage Pool for the benefit of Purchaser (and any other registered holder of the Participation Certificate) from the Purchase Date for each Transaction. Seller shall have no further servicing obligations or duties to Purchaser under the terms of this Agreement with respect to the relevant Mortgage Pool upon the expiration of the applicable Servicing Period.

Seller shall separately service and administer each Mortgage Pool in accordance with Accepted Servicing Practices and Seller shall at all times comply with applicable law, FHA Regulations, VA regulations and USDA Regulations, as applicable, and any other applicable rules or regulations so that (among other things) FHA insurance, VA guarantee, USDA guarantee, or private mortgage insurance in respect of any Mortgage Loan remains in full force and effect and is not reduced. Seller shall at all times maintain accurate and complete records of its servicing of the Mortgage Loans, and Purchaser may, at any time during Seller’s normal business hours, on reasonable notice, examine such records. In addition, Seller shall deliver to Purchaser on each Remittance Date (or other date of required remittance of Mortgage Loan payments) occurring during the Servicing Period a written report regarding the status of those Mortgage Loans, in the form, and having the content, of the remittance report required under the relevant Agency Guide and Agency Program respecting the Agency Security originally intended to be issued pursuant to the Transaction (each, a “Mortgage Loan Remittance Report”). Seller shall not consent to a modification of the interest rate of a Mortgage Note, defer or forgive the payment thereof or of any principal, reduce the outstanding principal amount (except for actual payments of principal) or extend the final maturity date of a Mortgage Loan during the Servicing Period or at any other time that it is servicing such Mortgage Loan hereunder for the benefit of Purchaser or its permitted assigns. In addition, the Seller will not make material changes (other than changes required by Applicable Law) to the servicing of the Mortgage Loans without the consent of the Purchaser.

Seller shall indemnify and hold Purchaser harmless against any and all actions, claims, liabilities or other losses (“Losses”) resulting from or otherwise arising in connection with the failure of Seller to perform its Obligations in strict compliance with the terms of this Agreement (which indemnification shall not include consequential damages but shall include, without limitation, any failure to perform servicing obligations, any failure of a Takeout Buyer to perform in a timely manner under its forward purchase commitment if such failure was caused by Seller’s required action or failure to take action under the terms of this Agreement, any Losses attributable to an Agency Security Issuance Failure if such failure was caused by Seller’s required action or failure to take action under the terms of this Agreement, any Losses attributable to the improper servicing of the Mortgage Loans and any Losses attributable to the failure of an Agency to deliver an Agency Security on the Scheduled Delivery Date if such failure was caused by Seller’s required action or failure to take action under the terms of this Agreement).

With respect to any Mortgage Loan, if the related Mortgage Loan is delinquent with respect to either the Mortgage Loan’s first or second scheduled monthly payment subsequent to origination of such Mortgage Loan, Seller shall, upon receipt of notice from Purchaser, promptly indemnify and hold Purchaser harmless against any Losses resulting from or otherwise arising in connection with such delinquent Mortgage Loan.

As compensation for Seller undertaking servicing duties, Seller shall be entitled to receive the Servicing Fee and such other compensation (e.g., late fees and assumption fees) as and in such manner provided for under the applicable provisions of the relevant Agency Guide and Agency Program.

(q)Seller’s Retention of Mortgage Files and Servicing Files. Each Servicing File and Mortgage File shall be held by Seller in order to service the Mortgage Loans pursuant to

this Agreement and are and shall be held in trust by Seller for the benefit of Purchaser as the owner thereof during the Servicing Period or at any other time that it is servicing such Mortgage Loan hereunder for the benefit of Purchaser or its permitted assigns. Seller’s possession of each Servicing File and Mortgage File is at the will of Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan during the Servicing Period pursuant to this Agreement, and such retention and possession by Seller shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage and related Mortgage Loan Documents, and the contents of each Servicing File and Mortgage File is vested in Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of Seller shall immediately vest in Seller for the benefit of Purchaser and shall be retained and maintained, in trust, by Seller at the will of Purchaser in such custodial capacity only. The books and records of Seller shall be appropriately marked to clearly reflect the ownership of the related Mortgage Loans by Seller for the benefit of Purchaser (subject to the rights of the relevant Agency upon issuance of the Agency Security). Seller shall release from its custody the contents of any Mortgage File or Servicing File retained by it only in accordance with this Agreement and/or any applicable Agency Guide, unless such release is required as incidental to the servicing of a Mortgage Loan.

(r)Custodial Collection Account and Escrow Account; Mortgage Loan Payments. Seller shall establish one or more custodial collection accounts and escrow accounts, each in the form of time deposit or demand accounts, and each titled, “Nationstar Mortgage LLC, in trust for JPMorgan Chase Bank, National Association Residential Rate Mortgage Loans and various Mortgagors” (each such account, a “Custodial Account”). Such accounts shall be established with a Qualified Depository acceptable to Purchaser and Seller shall promptly deliver to Purchaser evidence of the establishment of such accounts by delivery to Purchaser of certifications substantially in the form of the above-referenced Account Certifications.

Any funds deposited in any of the foregoing accounts shall at all times be fully insured by the FDIC to the full extent permitted under applicable law. Funds shall be deposited in such accounts, and may be drawn on and invested and reinvested, by Seller solely in a manner consistent with the applicable servicing provisions of the Agency Guide and Agency Program relating to the Agency Security originally intended to be issued in connection with the relevant Transaction.

(s)Subservicers. The Mortgage Loans may be subserviced by a Subservicer on behalf of Seller provided that the Subservicer is a GNMA-approved issuer, Fannie Mae-approved lender, FHLMC seller/servicer, FHA Approved Mortgagee, and VA Approved Lender, in each case in good standing, and no event has occurred, including but not limited to a change in insurance coverage, that would make it unable to comply with the eligibility requirements for lenders/servicers imposed by the relevant Agency Guide or which would require notification to the relevant Agency. Seller shall notify all relevant Subservicers, at the commencement of each Transaction, of Purchaser’s interest under this Agreement. Seller shall pay all fees and expenses of a Subservicer from its own funds, and a Subservicer’s fee shall not exceed the Servicing Fee respecting a particular Mortgage Pool.

At the cost and expense of Seller, without any right of reimbursement from any custodial collection account, Seller shall be entitled to terminate the rights and responsibilities of a Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained herein shall be deemed to prevent or prohibit Seller, at Seller’s option, from electing to service the related Mortgage Loans itself. In the event that Seller’s responsibilities and duties respecting a particular Mortgage Pool expire by reason of expiration or earlier termination of the Servicing Period, if reasonably requested to do so by Purchaser, Seller shall, at

its own cost and expense, terminate the rights and responsibilities of any Subservicers as soon as is reasonably possible.

Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between Seller and a Subservicer or any reference herein to actions taken through a Subservicer or otherwise, Seller shall not be relieved of its Obligations to Purchaser or other registered holder of the Participation Certificate and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and Seller shall remain responsible hereunder for all acts and omissions of a Subservicer as fully as if such acts and omissions were those of Seller. Seller shall be entitled to enter into an agreement with a Subservicer for indemnification of Seller by the Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a Subservicer shall be deemed to be between the Subservicer and Seller alone, and Purchaser shall have no obligations, duties or liabilities with respect to the Subservicer including no obligation, duty or liability to pay the Subservicer’s fees and expenses.

(t)Servicing Termination. Without limiting Purchaser’s rights to terminate Seller as servicer as provided above, Purchaser (or any other registered holder of the related Participation Certificate) shall nonetheless be entitled (and in the case of clause (vi), such termination shall occur automatically), by written notice to Seller (and in the case of clause (vi) below immediately without notice), to effect termination of Seller’s Servicing Rights and obligations respecting the affected Mortgage Pool in the event any of the following circumstances or events (“Servicer Termination Events”) occur and are continuing:

(i)the Seller shall default in the payment of (i) any amount payable by it hereunder or under any other Program Document, (ii) Expenses or (iii) any other obligations under the Program Documents, when the same shall become due and payable, whether at the due date thereof, or by acceleration or otherwise; or

(ii)any representation or warranty made by Seller in this Agreement or any other Program Document is untrue, inaccurate or incomplete in any material respect (each such representation or warranty, a “Materially False Representation”) on or as of the date made; or

(iii)(A) the failure of the Seller to perform, comply with or observe any term, covenant or agreement applicable to the Seller contained in any of, Sections 10(a)(i) (Maintenance of Existence; Conduct of Business), (ix) (Limitation on Distributions), (xi) (Transactions with Affiliates), (xii) (Limitation on Sale of Assets), (xiv) (Only Permitted Indebtedness), (xv) (Mergers, Acquisitions, Subsidiaries), (xvii) (Financial Condition Covenants), (xix) (True and Correct Information), (xxii) (Illegal Activities), (xxiii) (Material Change in Business) or (xxvi) (Agency Approvals; Servicing), after giving effect to any grace period applicable to such covenant or agreement; or (B) the failure of Seller to repurchase any Mortgage Loan pursuant to Section 9(c) hereof; or

(iv)Seller shall fail to observe, keep or perform any duty, responsibility or obligation imposed or required by this Agreement or any other Program Document other than one of the Servicer Termination Events specified or described in another section of this Section 5(e)), and such failure continues unremedied for a period of five (5) days; or

(v)any Act of Insolvency occurs with respect to Seller, any of its Subsidiaries; or

(vi)one or more final judgments or decrees in excess of $20,000,000, alone or in the aggregate, are entered against Seller or any of its Subsidiaries involving claims not paid or not fully covered by insurance and the same are not vacated, discharged or satisfied, or stayed or bonded pending appeal, within thirty (30) days from the date of entry thereof, and Seller or such Subsidiary shall not within said period of thirty (30) days or such longer period during which execution of same shall have been stayed by court order or by written agreement with the judgment creditor, perfect appeal therefrom and cause execution thereof to be stayed during such appeal; or

(vii)any Agency, private investor or any other Person seizes or takes control of the Servicing Portfolio of Seller for breach of any servicing agreement applicable to such Servicing Portfolio or for any other reason whatsoever; or

(viii)any Agency or Governmental Authority revokes or materially restricts the authority of Seller, any of Seller’s Subsidiaries or any Subservicer, to originate, purchase, sell or service residential mortgage loans, as remedy in respect of Seller’s violation of applicable laws or an Agency Guide, which does not include limits on commitment authority, including, without limitation, as a result of any Subservicer’s failure to meet all requisite servicer eligibility qualifications promulgated by any Agency; or

(ix)there is a default under any Indebtedness (after taking into account any applicable grace or cure periods in such agreement) other than a Program Document that Seller has entered into with Purchaser or any of its Affiliates or Subsidiaries; or

(x)Seller fails to pay when due any other Indebtedness beyond any period of grace provided which Indebtedness is in excess of $20,000,000, or there occurs any breach or default with respect to any material term of any such Indebtedness, if the effect of such failure, breach or default is to cause, or to permit the holder or holders thereof (or a trustee on behalf of such holder or holders) to cause, such Indebtedness of such Person to become or be declared due before its stated maturity (upon the giving or receiving of notice, lapse of time or both, or satisfaction of any other condition to acceleration, whether or not any such condition to acceleration has been satisfied); or

(xi)there is a Material Adverse Effect; or

(xii)reserved; or

(xiii)(A) Seller shall assert that any Program Document is not in full force and effect or shall otherwise seek to terminate (other than a termination of this Agreement or any Program Document that is expressly permitted by this Agreement), or disaffirm its obligations under, any such Program Document at any time following the execution thereof or (B) any Program Document ceases to be in full force and effect, or any of Seller’s material obligations under any Program Document shall cease to be in full force and effect (other than as a result of any termination of this Agreement or any Program Document that is expressly permitted by this Agreement), or the enforceability thereof shall be contested by Seller; or

(xiv)any Governmental Authority or any trustee, receiver, conservator or similar official acting or purporting to act under Governmental Authority shall have taken any action to condemn, seize or appropriate, or to assume custody or control of, all or any substantial part of the assets of Seller, any of its Subsidiaries or any Subservicer, or shall have taken any action to displace the management of Seller or any of its Subsidiaries or to curtail its authority in the conduct of the business of Seller or any of its

Subsidiaries, or to restrict the payment of dividends to Seller by any Subsidiary of Seller, and such action shall not have been discontinued or stayed within thirty (30) days; or

(xv)any Change in Control of Seller shall have occurred without Purchaser’s prior written consent; or

(xvi)reserved; or

(xvii)any failure of Seller to maintain its status as a member of MERS in good standing; or

(xviii)reserved; or

(xix)the initiation of any investigation or proceeding in respect of Seller by any Governmental Authority, that is reasonably likely to have a Material Adverse Effect on Seller’s ability to perform its obligations under this Agreement or the other Program Documents; or

(xx)the Pension Benefit Guaranty Corp. shall, or shall indicate its intention to, file notice of a Lien pursuant to Section 4068 of ERISA with regard to any of the assets of Seller or any of its Subsidiaries; or

(xxi)Seller shall become subject to registration as an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended; or

(xxii)Purchaser shall fail to have a valid and perfected first priority security interest in any of the Participation Certificates, including the Servicing Rights thereto, free and clear of any other Lien; or

(xxiii)an Agency Security Issuance Failure that is caused by Seller’s required action or failure to take action under the terms of this Agreement.

(u)Remedies. In the case of the events described in subclause (e)(v), immediately upon the occurrence of any such event, regardless of whether notice of such event shall have been given to or by Purchaser or Seller, and each and every other case, so long as the Servicer Termination Event shall not have been remedied (but only to the extent, and within the time period, of any remedy period provided above), in addition to whatever rights Purchaser may have at law or equity to damages, including injunctive relief and specific performance, by notice in writing to Seller, Purchaser may terminate all the Servicing Rights of Seller and all Outstanding Transactions.

Upon receipt by Seller of such written notice, all authority and power of Seller respecting its interim mortgage servicing duties under this Agreement and any affected Transactions, shall pass to and be vested in the successor servicer appointed by Purchaser (a “Designated Servicer”). Upon written request by Purchaser, Seller shall prepare, execute and deliver to the Designated Servicer any and all documents and other instruments, place in such successor’s possession all Mortgage Files and Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including, but not limited to, the transfer, endorsement and assignment of the Mortgage Loans and related documents, at Seller’s sole expense.

Section 4.Seller Covenants Regarding Transfer of Servicing.

In the event a Servicer Termination Event occurs as described in subclause (vi) of the definition of Servicer Termination Event or Purchaser gives notice to Seller of Purchaser’s intention to transfer servicing to the Designated Servicer upon the occurrence of any other Servicer Termination Event, expiration or earlier termination of the Servicing Period (“Servicing Transfer Date”), then, in each such case Seller agrees at its sole expense to take all reasonable and customary actions, to assist Purchaser, Custodian and Designated Servicer in effectuating and evidencing transfer of servicing to the Designated Servicer in compliance with applicable law on or before the Servicing Transfer Date, including:

(v)Notice to Mortgagors. Seller shall mail to the mortgagor of each Mortgage Loan, by such date as may be required by law, a letter advising the mortgagor of the transfer of the servicing thereof to the Designated Servicer. Seller shall promptly provide the Designated Servicer with copies of all such letters. Purchaser shall cause the Designated Servicer to mail a letter to each such mortgagor advising such mortgagor that the Designated Servicer is the new servicer of the related Mortgage Loan. Such letters shall be mailed by such date as may be required by applicable law.

(w)Notice to Taxing Authorities, Insurance Companies and HUD (if applicable). Seller shall transmit or cause to transmit to the applicable taxing authorities and insurance companies (including primary mortgage insurers, if applicable) and/or agents, not less than fifteen (15) days prior to the Servicing Transfer Date, notification of the transfer of the servicing to the Designated Servicer and instructions to deliver all notices, tax bills and insurance statements, as the case may be, to the Designated Servicer from and after the Servicing Transfer Date. Seller shall promptly provide the Designated Servicer with copies of all such notices. With respect to any FHA-insured/VA guaranteed/USDA guaranteed Mortgage Loans in the Mortgage Pool in addition to the requirements set forth above, Seller shall provide notice to HUD on such forms prescribed by HUD, or to the VA respecting the transfer of insurance credits, as the case may be. Seller shall be obligated to pay all mortgage insurance premiums with respect to FHA/VA/USDA Mortgage Loans until such notice is received by HUD and/or the VA.

(x)Assignment and Endorsements. At Purchaser’s (or Designated Servicer’s) direction and in Purchaser’s sole discretion, Seller shall, at its own cost and expense, prepare and/or complete endorsements to Mortgage Notes and assignments of Mortgages (including any interim endorsements or assignments) prior to the Servicing Transfer Date.

(y)Delivery of Servicing Records. Seller shall forward to the Designated Servicer, not more than thirty (30) days after the Servicing Transfer Date, all Servicing Files, Mortgage Files and any other Mortgage Loan Documents in Seller’s (or any Subservicer’s) possession relating to each Mortgage Loan.

(z)Escrow Payments. Seller shall provide the Designated Servicer on or before the Servicing Transfer Date with immediately available funds by wire transfer in the amount of the net Escrow Payments and suspense balances and all loss draft balances associated with the Mortgage Loans in an affected Mortgage Pool. Seller shall provide the Designated Servicer on or before the Servicing Transfer Date with an accounting statement of Escrow Payments and suspense balances and loss draft balances sufficient to enable the Designated Servicer to reconcile the amount of such payment with the accounts of the Mortgage Loans in the affected Mortgage Pool. Additionally, Seller shall wire to the Designated Servicer on or before the Servicing Transfer Date the amount of any agency, trustee or prepaid Mortgage Loan payments and all other similar amounts held by Seller (or Subservicer).

(aa)Payoffs and Assumptions. Seller shall provide to the Designated Servicer, on or before the Servicing Transfer Date, copies of all assumption and payoff statements generated by Seller (or Subservicer), on the Mortgage Loans.

(ab)Mortgage Payments Received Prior to Servicing Transfer Date. Seller shall forward by wire transfer, on or before the Servicing Transfer Date, all payments received by Seller (or Subservicer) on each Mortgage Loan in the affected Mortgage Pools prior to the Servicing Transfer Date to Purchaser.

(ac)Mortgage Payments Received After Servicing Transfer Date. Seller shall forward the amount of any monthly payments received by Seller (or Subservicer) after the Servicing Transfer Date to the Designated Servicer by overnight mail the next Business Day following receipt thereof. Seller shall notify the Designated Servicer of the particulars of the payment, which notification requirement shall be satisfied (except with respect to Mortgage Loans then in foreclosure or bankruptcy) if Seller (or Subservicer) forwards with its payments sufficient information to the Designated Servicer. Seller shall assume full responsibility for the necessary and appropriate legal application of monthly Mortgage Pool payments received by Seller (or Subservicer) after the Servicing Transfer Date with respect to Mortgage Loans then in foreclosure or bankruptcy; provided, however, necessary and appropriate legal application of such monthly Mortgage Pool payments shall include, but not be limited to, endorsement of a Mortgage Loan monthly payment to the Designated Servicer with the particulars of the payment such as the account number, dollar amount, date received and any special mortgage application instructions.

(ad)Reconciliation. Not less than five (5) days prior to the Servicing Transfer Date, Seller shall reconcile principal balances and make any monetary adjustments reasonably required by the Designated Servicer. Any such monetary adjustments will be transferred between Seller and the Designated Servicer, as appropriate.

(ae)IRS Forms. Seller shall timely file all IRS forms which are required to be filed in relation to the servicing and ownership of the Mortgage Loans. Seller shall provide copies of such forms to the Designated Servicer upon request and shall reimburse the Designated Servicer for any costs or penalties incurred by the Designated Servicer due to Seller’s failure to comply with this paragraph.

In the event Seller fails to perform any of its obligations described in paragraph (a) through (j) above within the time periods specified therein, Purchaser may take, or cause to be taken, at Seller’s expense, any of the actions described therein.

Section 2.Intent of Parties; Security Interest.

(af)It is the express intent of Purchaser and Seller that sale of the Participation Certificate by Seller to Buyer hereunder be, and be treated for all purposes as, a true sale by Seller of the Participation Certificate.

(ag)From and after the issuance of the related Participation Certificate, all funds received on or in connection with such Mortgage Loan shall be deposited in the Custodial Account and held by Seller in trust for the benefit of the registered holder of the related Participation Certificate and shall be disbursed only in accordance with this Agreement.

(ah)The sale of a participation in each Mortgage Loan shall be reflected on Seller’s balance sheet and other financial statements as a sale of assets by Seller. Seller shall be responsible for maintaining, and shall maintain, a complete set of books and records for each

Mortgage Loan which shall be clearly marked to reflect the ownership of each Mortgage Loan by the registered holder of the related Participation Certificate.

(ai)Purchaser and Seller confirm that each of the Transactions contemplated herein are purchases and sales and are not loan transactions. The parties understand and intend that this Agreement and each Transaction constitute a “securities contract” as that term is defined in § 741(7) of the United States Bankruptcy Code. In the event, for any reason, that any Transaction is deemed by any court or regulatory authority, as a result of a change of law or otherwise, not to be a purchase and sale of the relevant Mortgage Pool, then Seller hereby pledges to Purchaser as security for the performance of its obligations under this Agreement and hereby grants, assigns and pledges to Purchaser a fully perfected first priority security interest in the Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Mortgage Loans, the custodial collection accounts and escrow accounts, the Agency Security to be issued as originally contemplated hereunder and the Takeout Commitments (and assignments thereof), together with the Servicing Files, Mortgage Files, Mortgage Loan Documents and Pooling Documents and any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Mortgage Loan; and any other assets relating to the Mortgage Loans (including, without limitation, any other accounts) or any interest in the Mortgage Loans and all products and proceeds of any and all of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Basic Collateral”). Possession of the Mortgage Loan Documents, Pooling Documents and any other documentation relating to the Mortgage Pool or the Agency Security by Custodian or by Seller shall constitute constructive possession by Purchaser. Purchaser shall have all the rights of a secured party pursuant to applicable law, and for such purposes this Agreement shall constitute a security agreement.

(aj)In order to further secure the Seller’s Obligations under this Agreement, Seller and Purchaser intend that Purchaser or its Assignee, as the case may be, shall have, and the Seller hereby grants and pledges to Purchaser or its Assignee a perfected first priority security interest in Seller’s right, title and interest in the Servicing Rights to the Mortgage Loans and the Servicing Files related thereto and the proceeds of any and all of the foregoing in all instances, whether now owned or hereafter acquired, now existing or hereafter created (the “Additional Collateral”; together with the Basic Collateral, the “Collateral”) free and clear of adverse claims. For the avoidance of doubt, upon the issuance of the related Agency Security pursuant to and in accordance with this Agreement, the Purchaser shall release and be deemed to release all of its security interest in the Mortgage Loans, Participation Certificates and Servicing Rights relating thereto.

(ak)The provisions set forth in this Section are intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.

(al)Seller hereby authorizes Purchaser to file such financing statement or statements relating to the Collateral as Purchaser, at its option, may deem appropriate. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section.

Section 5.Conditions Precedent.

(am)It shall be a condition precedent to the parties entering into the initial Transaction, under this Agreement that:

(xxiv)Purchaser receives a certificate of a Responsible Officer attaching certified copies of Seller’s organizational documents and resolutions of Seller authorizing the transactions contemplated hereby;

(xxv)Purchaser receives a certificate of incumbency of authorized representatives which sets forth the names, titles and true signatures of all of those individuals authorized to execute any document or instrument contemplated by this Agreement and the Custodial Agreement;

(xxvi)Purchaser receives an opinion of counsel of the Seller, (A) in the form of Exhibit D or such other form as the Purchaser may accept with respect to Purchaser’s perfected security interest in the related Mortgage Loans and non-contravention, enforceability and corporate opinions with respect to Seller; (B) an opinion with respect to the inapplicability of the Investment Company Act of 1940 to Seller and (C) a true sale opinion; each in form and substance acceptable to Purchaser;

(xxvii)Purchaser receives a fully executed Custodial Agreement;

(xxviii)Purchaser receives a fully executed Fee Letter;

(xxix)Purchaser receives such other documents reasonably requested by Purchaser;

(xxx)reserved;

(xxxi)Purchaser receives the Master Securities Forward Transaction Agreement; and

(xxxii)Purchaser has completed its due diligence of Seller to its satisfaction.

(an)It shall be a condition precedent to the parties entering into all Transactions, under this Agreement that:

(i)Purchaser receives a copy of the Takeout Commitment covering in the aggregate a Takeout Amount equal to the Agency Security Face Amount;

(ii)Purchaser receives the Takeout Commitment Assignment(s), duly executed by Seller, prior to each Purchase Date together with appropriate instructions sufficient to ensure that Purchaser can obtain the consent of each Takeout Buyer to the assignment of the Takeout Commitment;

(iii)Purchaser receives such copies of the relevant Pooling Documents (the originals of which shall have been delivered to the Agency) as Purchaser may request from time to time;

(iv)Purchaser receives a letter from any warehouse lender having a security interest in the Mortgage Loans, addressed to Purchaser, releasing any and all right, title and interest in such Mortgage Loans, substantially in the form of an exhibit to the Custodial Agreement;

(v)Purchaser receives a facsimile copy of the original Participation Certificate fully completed by Seller and authenticated by Custodian;

(vi)no Servicer Termination Event or Potential Servicer Termination Event shall have occurred and be continuing under the Program Documents;

(vii)Purchaser receives an electronic data file for each Transaction, including all fields set forth on Exhibit B hereto;

(viii)the representations and warranties made by the Seller shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);

(ix)after giving effect to the requested Transaction, the aggregate outstanding Purchase Price for all Mortgage Loans subject to Outstanding Transactions under this Agreement shall not exceed the Maximum Purchase Price;

(x)there shall not have occurred a material adverse change in the financial condition of the Purchaser which affects (or can reasonably be expected to affect) materially and adversely the ability of the Purchaser to fund its obligations under this Agreement;

(xi)such Purchase Date occurs at least three (3) Business Days prior to the related Settlement Date.

Section 2.Representations and Warranties.

(a)Seller hereby represents and warrants to Purchaser as of the date hereof and as of the date of each issuance and delivery of a Participation Certificate that:

(xii)Mortgage Loan Schedule. The information set forth in the related Mortgage Loan Schedule and all other information or data furnished by, or on behalf of, Seller to Purchaser is complete, true and correct in all material respects, and the Seller acknowledges that Purchaser has not verified the accuracy of such information or data.

(xiii)Organization and Good Standing. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction under which it was organized, has full legal power and authority to own its property and to carry on its business as currently conducted, and is duly qualified as a foreign entity to do business and is in good standing in each jurisdiction in which the transaction of its business makes such qualification necessary, except in jurisdictions, if any, where a failure to be in good standing has no material adverse effect on the business, operations, assets or financial condition of Seller.

(xiv)Authority and Capacity. Seller has all requisite power, authority and capacity to enter into this Agreement and each other Program Document and to perform the obligations required of it hereunder and thereunder. This Agreement constitutes a valid and legally binding agreement of Seller enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization, conservatorship and similar laws, and by equitable principles. No consent, approval, authorization, license or order of or registration or filing with, or notice to, any Governmental Authority is required under any Requirement of Law before the execution, delivery and performance of or compliance by Seller with this Agreement or any other Program Document or the consummation by Seller of any transaction contemplated thereby, except for those that have already been obtained by Seller, and the

filings and recordings in respect of the Liens created pursuant to this Agreement and the other Program Documents. If Seller is a depository institution, this Agreement is a part of, and will be maintained in, Seller’s official records.

(xv)No Conflict. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated by this Agreement, nor compliance with its terms and conditions, shall conflict with or result in the breach of, or constitute a default under, or result in the creation or imposition of any Lien (other than Liens created pursuant to this Agreement and the other Program Documents) of any nature upon the properties or assets of Seller under, any of the terms, conditions or provisions of Seller’s organizational documents, or any mortgage, indenture, deed of trust, loan or credit agreement or other agreement or instrument to which Seller is now a party or by which it is bound (other than this Agreement).

(xvi)Performance. Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform, and Seller intends to perform, each and every covenant that it is required to perform under this Agreement and the other Program Documents.

(xvii)Ordinary Course Transaction. The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of Seller, and neither the sale, transfer, assignment and conveyance of Mortgage Loans or Participation Certificates to Purchaser nor the pledge, assignment, transfer and granting of a security interest to Purchaser in the Mortgage Loans or Participation Certificates, by Seller pursuant to this Agreement is subject to the bulk transfer or any similar Requirement of Law in any effect in any applicable jurisdiction.

(xviii)Reserved.

(xix)Litigation; Compliance with Laws. There is no Litigation pending or, to Seller’s knowledge threatened, that could reasonably be expected to cause a Material Adverse Effect. Seller has not violated any Requirement of Law applicable to Seller that, if violated, could reasonably be expected to have a Material Adverse Effect.

(xx)Statements Made. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of Seller to Purchaser in connection with the negotiation, preparation or delivery of this Agreement and the other Program Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by or on behalf of Seller to Purchaser in connection with this Agreement and the other Program Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact known to a Responsible Officer that, after due inquiry, could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Program Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to Purchaser for use in connection with the transactions contemplated hereby or thereby.

(xxi)Approved Company. Seller currently holds all approvals, authorizations and other licenses from the Takeout Buyers and the Agencies required under the Agency Guides (or otherwise) to originate, purchase, hold, service and sell

Mortgage Loans of the types underlying the Participation Certificates to be offered for sale to Purchaser hereunder.

(xxii)Reserved.

(xxiii)Solvency. Both as of the date hereof and immediately after giving effect to each Transaction hereunder, the fair value of Seller’s assets is greater than the fair value of Seller’s liabilities (including contingent liabilities if and to the extent required to be recorded as liabilities on the financial statements of Seller in accordance with GAAP), and Seller (1) is not insolvent (as defined in 11 U.S.C. § 101(32)), (2) is able to pay and intends to pay its debts as they mature and (3) does not have an unreasonably small capital to engage in the business in which it is engaged and proposes to engage. Seller does not intend to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature. Seller is not transferring any Mortgage Loans with any intent to hinder, delay or defraud any Person.

(xxiv)Reporting. In its financial statements, Seller intends to report each sale of a Mortgage Loan or Participation Certificate hereunder as a sale in accordance with GAAP. Seller has been advised by or confirmed with its independent public accountants that such sales can be so reported under GAAP on its financial statements.

(xxv)Financial Condition. The balance sheets of Seller provided to Purchaser pursuant to Section 10(a)(viii) (and, if applicable, its Subsidiaries, on a consolidated and consolidating basis) as of the dates of such balance sheets, and the related statements of income, changes in stockholders’ equity and cash flows for the periods ended on the dates of such balance sheets heretofore furnished to Purchaser, fairly present in all material respects the financial condition of Seller and its Subsidiaries as of such dates and the results of its and their operations for the periods ended on such dates. On the dates of such balance sheets, Seller had no known material liabilities, direct or indirect, fixed or contingent, matured or unmatured, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against on, said balance sheets and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of Seller except as heretofore disclosed to Purchaser in writing. Said financial statements were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved. Since the date of the balance sheet most recently provided, there has been no Material Adverse Effect, nor is Seller aware of any state of facts particular to Seller that (with or without notice or lapse of time or both) could reasonably be expected to result in any such Material Adverse Effect.

(xxvi)No Broker. The Seller has not dealt with any broker, investment banker, agent, or other person, except for the Purchaser, who may be entitled to any commission or compensation in connection with the sale of Participation Certificates pursuant to this Agreement.

(xxvii)Investment Company Act. Seller is not required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(xxviii)Eligibility of Custodian. The Custodian is an eligible custodian under the Agency Guide and Agency Program.

(xxix)ERISA. All plans (“Plans”) of a type described in Section 3(3) of ERISA in respect of which Seller or any Subsidiary of Seller is an “employer,” as defined

in Section 3(5) of ERISA, are in substantial compliance with ERISA, and none of such Plans is insolvent or in reorganization, has an accumulated or waived funding deficiency within the meaning of Section 412 of the IRC, and neither Seller nor any Subsidiary of Seller has incurred any material liability (including any material contingent liability) to or on account of any such Plan pursuant to Sections 4062, 4063, 4064, 4201 or 4204 of ERISA. No proceedings have been instituted to terminate any such Plan, and no condition exists that presents a material risk to Seller or a Subsidiary of Seller of incurring a liability to or on account of any such Plan pursuant to any of the foregoing Sections of ERISA. No material liability exists with respect to any Plan in which Seller or any Subsidiary of Seller is an “employer”, or any trust forming a part thereof, that has been terminated since December 1, 1974.

(xxx)Tax Returns and Payments. All federal, state and local income, excise, property and other tax returns required to be filed with respect to Seller’s operations and those of its Subsidiaries in any jurisdiction have been filed on or before the due date thereof (plus any applicable extensions); all such returns are true and correct; all taxes, assessments, fees and other governmental charges upon Seller, and Seller’s Subsidiaries and upon their respective properties, income or franchises, that are, or should be shown on such tax returns to be, due and payable have been paid, including all Federal Insurance Contributions Act (FICA) payments and withholding taxes, if appropriate, other than those that are being contested in good faith by appropriate proceedings, diligently pursued and as to which Seller has established adequate reserves determined in accordance with GAAP, consistently applied. The amounts reserved, as a liability for income and other taxes payable, in the financial statements described in Section 10(a)(viii) are sufficient for payment of all unpaid federal, state and local income, excise, property and other taxes, whether or not disputed, of Seller and its Subsidiaries, accrued for or applicable to the period and on the dates of such financial statements and all years and periods prior thereto and for which Seller and Seller’s Subsidiaries may be liable in their own right or as transferee of the assets of, or as successor to, any other Person.

(xxxi)In Compliance with Applicable Laws. Seller and its Subsidiaries each complies in all material respects with all Requirements of Law applicable to it. Without limiting the foregoing, Seller and its Subsidiaries each complies in all material respects with all applicable (1) Agency Guides, (2) Privacy Requirements, including the GLB Act and Safeguards Rules promulgated thereunder, (3) consumer protection laws and regulations, and (4) licensing and approval requirements applicable to Seller’s and its Subsidiaries’ origination of Mortgage Loans.

(xxxii)Place of Business and Formation. The principal place of business of Seller is located at the address set forth for Seller in Section 16. As of the date hereof, and during the four (4) months immediately preceding that date, the chief executive office of Seller and the office where it keeps its financial books and records relating to its property and all contracts relating thereto and all accounts arising therefrom is and has been located at the address set forth for Seller in Section 16. As of the date hereof, Seller’s jurisdiction of organization is the state specified in Section 16.

(xxxiii)Seller is Principal. Seller is engaging in the Transactions as a principal.

(xxxiv)No Potential Servicer Termination Event. No Potential Servicer Termination Event or Servicer Termination Event has occurred and is continuing.

(xxxv)No Sanctioned Persons. Neither Seller, its Subsidiaries nor any of its or their directors, members, managers, partners, officers, employees, brokers or agents

acting or benefiting in any capacity in connection with this Agreement or any other transaction involving any Purchaser or, to the best of Seller’s knowledge, any Purchaser’s Affiliate, is a Sanctioned Person.

(xxxvi)Anti-Money Laundering Laws. Seller and its Affiliates each complies with all Anti-Money Laundering Laws applicable to it and its agents.

(xxxvii)Anti-Corruption Laws and Sanctions. Seller has implemented and maintains in effect policies and procedures designed to ensure compliance by Seller, its Subsidiaries and their respective directors, members, managers, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and Seller, its Subsidiaries and their respective directors, members, managers, partners, officers, employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. No use of proceeds of any Transaction nor any other transaction contemplated by the Program Documents will violate Anti-Corruption Laws or applicable Sanctions.

(xxxviii)Participation Certificates.

(A)Except to the extent released on or prior to each Transaction, the Seller has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Person, and immediately prior to the sale of the related Participation Certificate to the Purchaser, the Seller was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to the Purchaser hereunder.

(B)The provisions of this Agreement are effective to either constitute a sale of the Participation Certificate and the beneficial interest in the Mortgage Pool to the Purchaser or to create in favor of the Purchaser a valid security interest in all right, title and interest of the Seller in, to and under the Mortgage Pool.

(i)Agency Approvals. Seller (and each subservicer) is approved by GNMA as an approved issuer, Fannie Mae as an approved lender, Freddie Mac as an approved seller/servicer (as the case may be) and by FHA as an approved mortgagee and by VA as an approved VA lender, in each case in good standing (such collective approvals and conditions, “Agency Approvals”), with no event having occurred or Seller (or any subservicer) having any reason whatsoever to believe or suspect will occur prior to the issuance of the Agency Security, including without limitation a change in insurance coverage which would either make Seller (or any subservicer) unable to comply with the eligibility requirements for maintaining all such Agency Approvals or require notification to the relevant Agency or to HUD, FHA, USDA or VA. Should Seller (or any subservicer), for any reason, cease to possess all such Agency Approvals, or should notification to the relevant Agency or to HUD, FHA, USDA or VA be required, Seller shall so notify Purchaser immediately in writing. Notwithstanding the preceding sentence, Seller shall take all necessary action to maintain all of its (and each subservicer’s) Agency Approvals at all times during the term of this Agreement and each outstanding Transaction, unless any such Agency Approval has been voluntarily surrendered by the Seller and there is no certified pool to the Agency pending securitization. Seller (and any subservicer) has adequate financial standing, servicing facilities, procedures and experienced personnel necessary for the sound servicing of residential mortgage loans of the same types as may from time to time constitute Mortgage Loans and in accordance with Accepted Servicing Practices.

(ii)No Reliance. The Seller has made its own independent decisions to enter into the Program Documents and each transaction and as to whether such Transaction is appropriate and proper for it based upon its own judgment and upon advice from such advisors (including without limitation, legal counsel and accountants) as it has deemed necessary. The Seller is not relying upon any advice from Purchaser as to any aspect of the Transactions, including without limitation, the legal, accounting or tax treatment of such Transactions.

(iii)Plan Assets. The Seller is not an employee benefit plan as defined in Section 3 of Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code, and the Mortgage Loans are not “plan assets” within the meaning of 29 CFR §2510.3-101 , as modified by Section 3(42) of ERISA, in Seller’s hands and transactions by or with Seller are not subject to any state or local statute regulating investments of, or fiduciary obligations with respect to governmental plans within the meaning of Section 3(32) of ERISA.

(iv)Takeout Commitment. Any related Takeout Commitment constitutes a valid, binding and enforceable mandatory delivery commitment by a Takeout Buyer to purchase on the Settlement Date and at a given Takeout Price the principal amount of the Agency Security described therein.

(a)Seller hereby represents and warrants to Purchaser with respect to each Mortgage Loan and the related Mortgage Pool as of the relevant Purchase Date and Cut-off Date as follows; provided to the extent that the Cut-off Date is a date following the Purchase Date and any facts or circumstances which did not exist on the Purchase Date shall occur subsequent to the Purchase Date that would render any such representation and warranty materially false if made as of the Cut-off Date, Seller shall have no liability for a breach of such representation and warranty made as of such Cut-off Date:

(xxxix)Agency Eligibility. Each Mortgage Loan is an Agency Eligible Mortgage Loan.

(xl)Mortgage Loan Schedule. The Mortgage Loan Schedule contains a complete listing and schedule of the Mortgage Loans, and the information contained on such Mortgage Loan Schedule is accurate and complete in all material respects.

(xli)Agency Representations. As to both the Mortgage Pool and each Mortgage Loan, all of the representations and warranties made or deemed made respecting same contained in (or incorporated by reference therein) the relevant Agency Guide provisions and Agency Program (collectively, the “Standard Agency Mortgage Loan Representations”) are (and shall be as of all relevant dates) true and correct in all material respects; and except as may be expressly and previously disclosed to Purchaser, Seller has not negotiated with the Agency any exceptions or modifications to such Standard Agency Mortgage Loan Representations.

(xlii)Aggregate Principal Balance. The Cut-off Date Principal Balance respecting the Mortgage Pool shall be at least equal to the Agency Security Face Amount for the Agency Security designated to be issued.

(b)In the event any of Seller’s covenants or agreements, representations or warranties set forth herein are materially breached or determined by either party not to be accurate in any material respect (each a “Breach”), if such Breach can be cured by action of Seller, Seller may attempt to cure such Breach. If such Breach is not cured within five (5) Business Days of the occurrence of such Breach, Purchaser may declare Seller in default of this

Agreement, and Purchaser at its sole election shall be entitled by notice to Seller to immediately require Seller (i) if such Breach relates to any of the representations made pursuant to this Agreement, to purchase the Mortgage Loans which are subject to such Breach (the “Deficient Mortgage Loans”); (ii) if such Breach relates to any of the representations made pursuant to this Agreement and the aggregate principal balance of the Deficient Mortgage Loans, when deducted from the Cut-off Date Principal Balance, would result in a remaining Mortgage Pool principal balance insufficient to support the issuance of an Agency Security to satisfy the Takeout Commitments taken as a whole, to purchase the Deficient Mortgage Loans and, if further elected by Purchaser, to take and accept reassignment to Seller of all of the related Takeout Commitments, in both (i) and (ii) above at the Repurchase Price for the Deficient Mortgage Loans; or (iii) to pay such money damages incurred by Purchaser as a result of a breach of the obligations set forth in Section 5(a) of this Agreement, which damages and expenses shall not include consequential damages or expenses.

At the time of repurchase, the Purchaser and the Seller shall arrange for the reassignment of the Deficient Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Custodian relating to the Deficient Mortgage Loan. In the event of a repurchase, the Seller shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase has taken place and amend the Mortgage Loan Schedule to reflect the withdrawal of the Deficient Mortgage Loan from this Agreement.

In addition to such repurchase, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, including, without limitation, legal fees and related costs, judgment, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach of the Seller representations and warranties contained in this Agreement or enforcement of this provision hereunder. It is understood and agreed that the obligations of the Seller set forth in this Section 9 to cure or repurchase a Deficient Mortgage Loan and to indemnify the Purchaser as provided in this Section 9 constitute the sole remedies of the Purchaser respecting a Breach of the foregoing representations and warranties.

The representations and warranties set forth in this Agreement shall survive transfer of the Participation Certificates to Purchaser and shall continue for so long as the Participation Certificates are subject to this Agreement. Any cause of action against the Seller relating to or arising out of the Breach of any of the representations and warranties made in this Section 9 shall accrue as to any Mortgage Loan upon (i) discovery of such Breach by the Purchaser or notice thereof by the Seller to the Purchaser, (ii) failure by the Seller to cure such Breach or repurchase such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Purchaser for compliance with this Agreement. References herein to the repurchase of a Mortgage Loan shall be deemed to refer to the repurchase of the 100% beneficial interest therein sold to Purchaser.

Section 3.Covenants of Seller.

(c)On and as of the date of this Agreement and each Purchase Date and each day until this Agreement is no longer in force, the Seller covenants as follows:

(xliii)Maintenance of Existence; Conduct of Business. Seller shall preserve and maintain its existence in good standing and all of its rights, privileges, licenses and franchises necessary in the normal conduct of its business, including its eligibility as lender, seller/servicer and issuer described under Section 9(a)(x) and shall maintain is primary business as a mortgage originator and servicer. Except as disclosed to Purchaser, Seller will not make any material change in its accounting treatment and

reporting practices except as required by GAAP. Seller will remain a member of MERS in good standing.

(xliv)Compliance with Applicable Laws. Seller shall comply with all Requirements of Law, a breach of which would reasonably be expected to result in a Material Adverse Effect except where contested in good faith and by appropriate proceedings and with adequate book reserves determined in accordance with GAAP, consistently applied, established therefor. Without limiting the foregoing, Seller shall comply, in all material respects with all applicable (1) Agency Guides, (2) Privacy Requirements, including the GLB Act and Safeguards Rules promulgated thereunder, (3) consumer protection laws and regulations and (4) licensing and approval requirements applicable to Seller’s origination of Mortgage Loans.

(xlv)Compliance with Anti-Corruption Laws. Seller shall, and shall cause each of its Subsidiaries to, maintain in effect and enforce policies and procedures designed to ensure compliance by Seller, its Subsidiaries and their respective directors, members, managers, partners, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

(xlvi)Inspection of Properties and Books. Seller shall permit authorized representatives of Purchaser to (i) discuss the business, operations, assets and financial condition of Seller and Seller’s Subsidiaries with their officers and employees and to examine their books of account, records, reports and other papers and make copies or extracts thereof, (ii) inspect all of Seller’s property and all related information and reports, and (iii) audit Seller’s operations to ensure compliance with the terms of the Program Documents, the GLB Act and other privacy laws and regulations, all at Seller’s expense and at such reasonable times as Purchaser may request. Seller will provide its accountants with a photocopy of this Agreement promptly after the execution hereof and will instruct its accountants to answer candidly any and all questions that the officers of Purchaser or any authorized representatives of Purchaser may address to them in reference to the financial condition or affairs of Seller and Seller’s Subsidiaries. Seller may have its representatives in attendance at any meetings between the officers or other representatives of Purchaser and Seller’s accountants held in accordance with this authorization.

(xlvii)Notices. Seller will promptly notify Purchaser of the occurrence of any of the following and shall provide such additional documentation and cooperation as Purchaser may request with respect to any of the following:

(A)any change in the business address and/or telephone number of Seller;

(B)any merger, consolidation or reorganization of Seller by direct or indirect means. “Indirect” means any change in ownership of a controlling interest of the relevant Person’s direct or indirect parent;

(C)any change of the name or jurisdiction of organization of Seller;

(D)any material adverse change in the financial position of Seller;

(E)receipt by Seller of notice from the holder of any of its Indebtedness of any alleged event of default thereunder;

(F)entry of any court judgment or regulatory order in which Seller or any Subsidiary of Seller is or may be required to pay a claim or claims that is reasonably likely to have a material adverse effect on the financial condition of Seller, on the ability of Seller to perform its obligations under any Program Document, or on the ability of Seller to continue its operations in a manner similar to its current operations;

(G)the filing of any petition, claim or lawsuit against Seller that is reasonably likely to have a material adverse effect on the financial condition of Seller, on the ability of Seller to perform its obligations under any Program Document, or on the ability of Seller to continue its operations in a manner similar to its current operations;

(H)Seller or any Subsidiary of Seller admits to committing, or is found to have committed, a material violation of any Requirement of Law relating to its business operations, including its loan generation, sale or servicing operations, in each case, that is reasonably likely to result in a Material Adverse Effect.

(I)except where disclosure is prohibited by Requirements of Law, the initiation of any investigations, audits, examinations or reviews of Seller by any Agency or Governmental Authority relating to the origination, sale or servicing of mortgage loans by Seller or the business operations of Seller, with the exception of routine and normally scheduled audits or examinations by the regulators of Seller;

(J)any disqualification or suspension of Seller by an Agency, including any notification or knowledge, from any source, of any disqualification or suspension, or any written warning of any such disqualification or suspension or impending or threatened disqualification or suspension;

(K)the receipt by Seller of a notice from an Agency of the occurrence of any actions or inactions, which if not cured, such agency intends, in accordance with Agency Guides, to disqualify or suspend Seller or any Subsidiary of Seller as a seller or servicer, including (if Seller is or becomes a Freddie Mac-approved seller or servicer) those events or reasons for disqualification or suspension enumerated in Chapter 5 of the Freddie Mac Single Family Seller/Servicer Guide and (if Seller is or becomes a Fannie Mae-approved seller or servicer) any breach of Seller’s “Lender Contract” (as defined in the Fannie Mae Single Family 2010 Selling Guide) with Fannie Mae including the breaches described or referred to in Section A2-3, 1-01 “Lender Breach of Contract” of the Fannie Mae Single Family 2010 Selling Guide;

(L)the occurrence of any Servicer Termination Event hereunder or the occurrence of any Potential Servicer Termination Event;

(M)the suspension, revocation or termination of any licenses or eligibility as described under Section 9(a)(x) of Seller;

(N)promptly, but no later than two (2) Business Days after the Seller receives notice of the same, (A) any Mortgage Loan submitted for inclusion into an Agency Security and rejected by that Agency for inclusion in such Agency

Security or (B) any Mortgage Loan submitted to a Takeout Buyer (whole loan or securitization) and rejected for purchase by such Takeout Buyer; or

(O)any other action, event or condition of any nature that could reasonably be expected to result in a Material Adverse Effect or that constitutes a default under any other material agreement, instrument or indenture to which Seller is a party or to which its properties or assets may be subject.

(xxxiii)Taxes. The Seller shall timely file all federal and other material tax returns that are required to be filed by it and shall timely pay all Taxes due, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided.

(xxxiv)Insurance. Seller shall maintain, at no cost to Purchaser (a) errors and omissions insurance or mortgage impairment insurance and blanket bond coverage, with such companies and in such amounts as to satisfy the requirements of prevailing Agency Guides applicable to a qualified mortgage originating institution, and shall cause Seller’s policy to be endorsed with the Blanket Bond Required Endorsement and (b) liability insurance and fire and other hazard insurance on its properties, with responsible insurance companies reasonably acceptable to Purchaser, in such amounts and against such risks as is customarily carried by similar businesses.

(xxxv)Financial Statements and Other Reports. Seller shall deliver or cause to be delivered to Purchaser:

(P)as soon as available and in any event not later than forty-five (45) days after the end of each calendar month, statements of income and changes in stockholders’ equity and cash flow of Seller (and, if applicable, Seller’s Subsidiaries on a consolidated and consolidating basis) for the immediately preceding month, and related balance sheet as of the end of the immediately preceding month, all in reasonable detail, prepared in accordance with GAAP applied on a consistent basis, and certified as to the fairness of presentation by a responsible officer of Seller, subject, however, to normal year-end audit adjustments;

(Q)as soon as available and in any event not later than ninety (90) days after Seller’s fiscal year end, statements of income, changes in stockholders’ equity and cash flows of Seller (and, if applicable, Seller’s Subsidiaries on a consolidated basis) for the preceding fiscal year, the related balance sheet as of the end of such year (setting forth in comparative form the corresponding figures for the preceding fiscal year), all in reasonable detail, prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, and accompanied by an opinion in form and substance satisfactory to Purchaser (without a “going concern” or like qualification, commentary or exception and without any qualification or exception as to the scope of such audit) and prepared by independent certified public accountants of recognized standing, each stating that said financial statements fairly present in all material respects the financial condition, cash flows and results of operations of Seller (and, if applicable, Seller’s Subsidiaries on a consolidated basis) as of the end of, and for, such year;

(R)together with each delivery of financial statements required in this Section 10(a)(viii), a Compliance Certificate executed by a responsible officer of Seller;

(S)photocopies or electronic copies of any audits completed by any Agency of Seller, disclosure of which is not prohibited by applicable law or by such Agency, not later than five (5) Business Days after receiving such audit;

(T)not less frequently than once a month, a report in form and substance satisfactory to Purchaser summarizing the Hedging Arrangements, if any, then in effect with respect to all Mortgage Loans then owned by Purchaser and interim serviced by Seller (or a Successor Servicer); and

(U)from time to time, with reasonable promptness, such further information regarding the Mortgage Loans or Participation Certificates, or the business, operations, properties or financial condition of Seller as Purchaser may reasonably request.

(xlviii)Limits on Distributions. So long as a Servicer Termination Event exists, without Purchaser’s prior written consent, Seller shall not pay, make or declare or incur any liability to pay, make or declare any dividend (excluding stock dividends) or other distribution, direct or indirect, on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition, direct or indirect, of any shares of its stock (or equivalent equity interest) or of any warrants, rights or other options to purchase any shares of its stock (or equivalent equity interest), nor purchase, acquire, redeem or retire any stock (or equivalent equity interest) in itself whether now or hereafter outstanding.

(xlix)Reimbursement of Expenses. On the date of execution of this Agreement, the Seller shall reimburse the Purchaser for all Expenses incurred by the Purchaser on or prior to such date. From and after such date, the Seller shall promptly reimburse the Purchaser for all Expenses as the same are incurred by the Purchaser and within thirty (30) days of the receipt of invoices therefor.

(l)Transactions with Affiliates. Seller will not and will not permit any of its Subsidiaries to enter into any transaction, including any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) otherwise permitted under this Agreement or (b) in the ordinary course of Seller’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to Seller or such Subsidiary than it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate.

(li)Limitation on Sale of Assets. Seller shall not convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “Transfer”), all or substantially all of its property, business or assets (including receivables and leasehold interests) whether now owned or hereafter acquired, other than sales of Mortgage Loans and related assets in the ordinary course of Seller’s mortgage origination and servicing business.

(lii)Further Assurances. Seller agrees to do such further acts and things and to execute and deliver to Purchaser such additional assignments, acknowledgments, agreements, powers and instruments as are reasonably required by Purchaser to carry into effect the intent and purposes of this Agreement and the other Program Documents, to

perfect the interests of Purchaser in the Participation Certificates or to better assure and confirm unto Purchaser its rights, powers and remedies hereunder and thereunder.

(liii)Reserved.

(liv)Mergers, Acquisitions, Subsidiaries. Without the prior written consent of Purchaser, Seller will not consolidate or merge with or into any entity (unless Seller is the surviving entity).

(lv)Takeout Commitment. On a timely basis, as required by the Good Delivery standards, Seller shall deliver to Purchaser all pool information required by the applicable Agency relating to each Agency Security referred to in a Takeout Commitment that has been assigned to Purchaser.

(lvi)Financial Condition Covenants. The Seller shall comply with the financial condition covenants set forth in the Fee Letter.

(lvii)Use of Proceeds. Seller (i) will not request any Transaction, and (ii) will not use, and will ensure that its Subsidiaries and its and their respective directors, members, managers, partners, officers, employees and agents do not use, the proceeds of any Transaction, (x) in furtherance of an offer, payment, promise to pay or authorization of the payment or giving of money or anything else of value to any Person in violation of the Anti-Corruption Laws, (y) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person or in any Sanctioned Country or (z) in any manner that would result in the violation of any Sanctions.

(lviii)True and Correct Information. All information, reports, exhibits, schedules, financial statements or certificates of Seller or any Affiliates thereof or any of its officers furnished to Purchaser hereunder and during Purchaser’s diligence of the Seller are and will be true and correct in all material respects.

(lix)Reserved.

(lx)Books and Records. The Seller shall, to the extent practicable, maintain and implement administrative and operating procedures (including, without limitation, an ability to take reasonable steps to recreate records evidencing the Mortgage Pool in the event of the destruction of the originals thereof), and keep and maintain or obtain, as and when required, all documents, books, records and other information reasonably necessary or advisable for the collection of the Mortgage Pool.

(lxi)Illegal Activities. The Seller shall not engage in any conduct or activity that could subject its assets to forfeiture or seizure.

(lxii)Reserved.

(lxiii)Reserved.

(lxiv)Reserved.

(lxv)Agency Approvals; Servicing. The Seller shall maintain each of its Agency Approvals except to the extent that any such Agency Approval has been voluntarily surrendered by the Seller and there is no certified pool to the Agency pending securitization. Should the Seller, for any reason, cease to possess all such applicable Agency Approvals to the extent necessary, or should notification to the relevant Agency

or to HUD, FHA, USDA or VA be required, the Seller shall so notify Purchaser immediately in writing. Notwithstanding the preceding sentence, Seller shall take all necessary action to maintain all of its applicable Agency Approvals at all times during the term of this Agreement and each outstanding Transaction, unless any such Agency Approval has been voluntarily surrendered by the Seller and there is no certified pool to the Agency pending securitization, and shall service the Mortgage Loans in accordance with Agency Guides.

(lxvi)Acquisition of Participation Certificate. Neither Seller nor any affiliate thereof will acquire at any time any Participation Certificate or any other economic interest in or obligation with respect to any Mortgage Loan, except as expressly permitted or required by the Program Documents.

(lxvii)Treatment as Sale. Under GAAP and for federal income tax purposes, Seller will report each sale of a Participation Certificate to Purchaser as a sale of the beneficial ownership interest in the Mortgage Loans evidenced by the Participation Certificate. Seller has been advised by or has confirmed with its independent public accountants that the foregoing transactions will be so classified under GAAP. It is understood that, in making an independent decision to enter into the Transactions contemplated hereby, Seller has obtained such independent legal, tax, financial, regulatory and accounting advice as it deems necessary in order to determine the effect of any Transaction on Seller, including but not limited to the accounting treatment of such Transaction. It is further understood that Purchaser has not provided, and Seller has not relied on Purchaser for, any legal, tax, financial, regulatory or accounting advice in connection with entering into any Transaction. It is further understood that Purchaser makes no representation or warranty as to the accuracy or appropriateness of any determination by Seller and its independent legal, tax, financial, regulatory and accounting advisers with respect to the effect of any Transaction on Seller.

(lxviii)Cooperation. Seller shall, upon request of Purchaser, promptly execute and deliver to Purchaser all such other and further documents and instruments of transfer, conveyance and assignment, and shall take such other action Purchaser may require more effectively to transfer, convey, assign to and vest in Purchaser and to put Purchaser in possession of the property to be transferred, conveyed, assigned and delivered hereunder and otherwise to carry out more effectively the intent of the provisions under this Agreement.

(lxix)Delivery of Mortgage Loans. Seller shall deliver Mortgage Loans in sufficient quantity and outstanding principal balance to enable Purchaser to consummate the sale or swap as contemplated under the related Takeout Commitment.

(lxx)MERS. The Seller is a member of MERS in good standing. Seller has listed Purchaser in “interim funder” field on the MERS System with respect to each Mortgage Loan and no other Person shall be identified in the field designated “interim funder”.

Section 3.Term.

This Agreement shall continue in effect until the Termination Date; provided, however, that no termination will affect the obligations hereunder as to any Transaction then outstanding. A Transaction shall be deemed “outstanding” (each, an “Outstanding Transaction”) during the period commencing on the effective date of such Transaction and continuing until the later of (i) the date of the expiration (or early termination) of the relevant Servicing Period and (as applicable) the effective transfer of Servicing Rights to a Designated Servicer or (ii) the

expiration of the time period for the exercise of Purchaser’s rights and remedies pursuant to subclause (v) of the definition of “Transaction”. Notwithstanding the foregoing or any other provision of this Agreement, Seller’s liability for Purchaser’s claims for damages hereunder and liability for Seller’s indemnities, representations and warranties contained herein shall survive any termination of this Agreement.

Section 4.Exclusive Benefit of Parties; Assignment.

(a)This Agreement is for the exclusive benefit of the parties hereto and their respective successors and permitted assigns and (except as provided in the next sentence) shall not be deemed to give any legal or equitable right to any other person. Seller expressly agrees that Purchaser (or any of its designees) and any Designated Servicer shall be intended third party beneficiaries under this Agreement. Except as expressly provided herein, this Agreement may not be assigned by Seller or duties hereunder delegated without the prior written consent of Purchaser.

(b)Upon the occurrence and continuance of a Servicer Termination Event or an Event of Default (as defined in any Master Repurchase Agreement), Purchaser may terminate this Agreement.

Section 5.Amendment; Waivers.

This Agreement may be amended from time to time only by written agreement of Seller and Purchaser. Any forbearance, failure, or delay by Purchaser in exercising any right, power or remedy hereunder shall not be deemed to be a waiver thereof, and any single or partial exercise by Purchaser of any right, power or remedy hereunder shall not preclude the further exercise thereof. Every right, power and remedy of Purchaser shall continue in full force and effect until specifically waived by Purchaser in writing.

Section 6.Effect of Invalidity of Provisions.

In case any one or more of the provisions contained in this Agreement should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.

Section 7.Governing Law; Waiver of Jury Trial.

(a)This Agreement shall be governed by and construed in accordance with the laws of the State of New York, which is the place of the making of this Agreement, without regard to conflict of laws rules (other than Section 5-1401 of the New York General Obligations Law).

(b)EACH OF SELLER AND PURCHASER HEREBY:

(v)SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

(vi)CONSENTS THAT ANY SUCH ACTION OR PROCEEDING (INCLUDING ANY BROUGHT AGAINST ANY SUBSERVICER) MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

(vii)AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH ON SCHEDULE 1 HERETO OR AT SUCH OTHER ADDRESS OF WHICH EACH OTHER PARTY HERETO SHALL HAVE BEEN NOTIFIED IN WRITING;

(viii)AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION; AND

(ix)WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PROGRAM DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 8.Notices.

Except as otherwise expressly permitted by this Agreement, all notices, requests and other communications provided for herein (including without limitation any modifications of, or waivers, requests or consents under, this Agreement) shall be given or made in writing (including without limitation by telecopy or electronic mail) delivered to the intended recipient at the “Address for Notices” specified below its name on Schedule 1 hereto); or, as to any party, at such other address as shall be designated by such party in a written notice to each other party. Except as otherwise provided in this Agreement all such communications shall be deemed to have been duly given when transmitted by telecopy or by electronic mail or personally delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as aforesaid. In all cases, to the extent that the related individual set forth in the respective “Attention” line is no longer employed by the respective Person, such notice may be given to the attention of a Responsible Officer of the respective Person or to the attention of such individual or individuals as subsequently notified in writing by a Responsible Officer of the respective Person.

Section 9.Execution in Counterparts.

This Agreement may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Counterparts may be delivered electronically. Facsimile, documents executed, scanned and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Agreement, any addendum or amendment hereto or any other document necessary for the consummation of the transaction contemplated by this Agreement may be accepted, executed or agreed to through the use of an electronic signature in

accordance with the Electronic Signatures In Global and National Commerce Act, Title 15, United States Code, Sections 7001 etseq., the Uniform Electronic Transaction Act and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any secure third party electronic signature capture service providers, as long as such service providers use system logs and audit trails that establish a temporal and process link between the presentation of identity documents and the electronic signing, together with identifying information that can be used to verify the electronic signature and its attribution to the signer’s identity and evidence of the signer’s agreement to conduct the transaction electronically and of the signer’s execution of each electronic signature.

Section 10.Confidentiality.

Seller and Purchaser each acknowledge and agree that the terms of this Agreement including, without limitation, the financial terms contained in the related Participation Certificate are confidential and, except as permitted hereby (including, without limitation, Purchaser’s right to sell, transfer or otherwise dispose of a Participation Certificate) or as otherwise required by law, Seller shall not disclose, and shall use its best efforts to prevent any unauthorized person from disclosing, any such confidential information without the prior written consent of Purchaser.

Section 11.Acknowledgments.

Seller hereby acknowledges that:

(c)it has been advised by counsel in the negotiation, execution and delivery of the Program Documents;

(d)Seller has no fiduciary relationship to Purchaser, and the relationship between Seller and Purchaser is solely that of seller and purchaser; and

(e)no joint venture exists between Seller and Purchaser.

Section 12.Authorizations. Any of the persons whose signatures and titles appear on Schedule 1 are authorized, acting singly, to act for Seller or Purchaser, as the case may be, under this Agreement.

Section 13.Set-Off. In addition to any rights and remedies of Purchaser hereunder and by law, Purchaser shall have the right, without prior notice to the Seller, any such notice being expressly waived by the Seller to the extent permitted by applicable law, upon any amount becoming due and payable by the Seller hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by Purchaser or any Affiliate thereof to or for the credit or the account of the Seller or any Affiliate thereof. Purchaser agrees promptly to notify the Seller after any such set off and application made by Purchaser; provided that the failure to give such notice shall not affect the validity of such set off and application.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Purchaser and Seller have duly executed this Agreement as of the date first above written.

NATIONSTAR MORTGAGE LLC, as Seller

By:    /s/ Pedro Alvarez

Name: Pedro Alvarez

Title: SVP Treasurer

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,as Purchaser

By: /s/ Jonathan P. Davis

Name: Jonathan P. Davis

Title: Executive Director

EX-10.2

Exhibit 10.2

OMNIBUS AMENDMENT, CONSENT AND ACKNOWLEDGMENT AGREEMENT

    This OMNIBUS AMENDMENT, CONSENT AND ACKNOWLEDGMENT AGREEMENT (this “Agreement”) is made and is effective as of this February 1, 2019 (the “Effective Date”), by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association (“Purchaser”) and NATIONSTAR MORTGAGE LLC (successor by merger to Pacific Union Financial, LLC) (“Seller”).

RECITALS

WHEREAS, Pacific Union Financial, LLC and Purchaser entered into a Mortgage Loan Participation Sale Agreement, dated as of August 30, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “MLPSA”) and a Pricing Side Letter and Fee Letter, dated as of August 30, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Fee Letter” and, together with the MLPSA, the “Program Documents”);

WHEREAS, as of the Effective Date Pacific Union Financial, LLC and Nationstar Mortgage LLC are merging and that the surviving entity of such merger is Nationstar Mortgage LLC;

WHEREAS, the Seller and Purchaser desire to, among other things, (i) amend the Program Documents to recognize the merger between Pacific Union Financial, LLC and Nationstar Mortgage LLC, (ii) for Nationstar Mortgage LLC to assume all of the obligations of the Seller under each Program Document and (iii) for Purchaser and Nationstar Mortgage LLC to acknowledge, recognize and declare that Nationstar Mortgage LLC shall henceforth be the (only) Seller under each Program Document;

WHEREAS, Seller and Purchaser are also the parties, as Seller and Buyer, respectively, to the Master Repurchase Agreement dated September 9, 2016 (as supplemented, amended or restated, the “Nationstar MRA”); and

WHEREAS, the parties hereto agree to amend each Program Document as provided herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

1.Defined Terms. Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the MLPSA.

2.Amendment to Program Documents.

(a)Effective as of the Effective Date, notwithstanding any prior notice requirements or other conditions to the effectiveness thereof set forth in the Program Documents to the contrary, each Program Document shall be deemed to automatically be amended to replace Pacific Union Financial, LLC as the Seller thereunder with Nationstar Mortgage LLC, and, thereafter, all references to “Seller” in the MLPSA and any of the other Program Documents shall refer to Nationstar Mortgage LLC (instead of to its merger predecessor, Pacific Union Financial, LLC); provided, that notwithstanding anything to the contrary, the Program Documents shall otherwise remain in full force and effect. Nationstar Mortgage LLC hereby agrees to be bound by, and comply with, the duties, obligations, responsibilities, provisions, terms and conditions of the MLPSA, as amended hereby, as Seller thereunder, including, without limitation, the grant of a

first priority security interest in and Lien upon the Collateral. On the Effective Date, Purchaser shall file such UCC statements, amendments and/or terminations necessary to protect Purchaser’s security interest in the Collateral naming Nationstar Mortgage LLC as “Debtor” in the appropriate jurisdiction. Seller hereby expressly assumes, and agrees with Purchaser to duly and timely keep, observe and perform, all of the obligations of its merger predecessor, Pacific Union Financial, LLC, under the MLPSA, as amended hereby, and all other Program Documents. Seller shall promptly establish the Custodial Account and Cash Pledge Account in the name of Nationstar Mortgage LLC, which may include changing the account name and/or account number with respect to each such account, and shall promptly provide such updated information to Purchaser.

(b)Section 1 of the MLPSA is hereby amended by deleting the definitions of “Change in Control”, “Compliance Certificate”, “LIBOR Rate”, “Master Repurchase Agreement” and “Program Documents” in their respective entireties and replacing them with the following:

“Change in Control”: Either of the following events (a) less than 100% of Seller’s equity securities are owned, directly or indirectly, by NMH, (b) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than one or more Permitted Holders, becomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), of more than the greater of (x) 35% of the then-outstanding voting power of NMH’s voting equity interests and

(y) the percentage of the then-outstanding voting power of NMH’s voting equity interests owned, in the aggregate, directly or indirectly, beneficially and of record, by the Permitted Holders, determined after such person’s or group’s most recent acquisition of outstanding voting power of NMH’s voting equity interests; unless the Permitted Holders have, at such time, the right or the ability by voting power, contract or otherwise to elect or designate for election at least a majority of NMH’s board of directors or (c) a sale of all or substantially all of the assets of Seller.

“Compliance Certificate”: A compliance certificate substantially in the form referenced in a Master Repurchase Agreement (or otherwise in form and substance acceptable to Purchaser), completed, executed by a responsible officer of Seller and submitted to Purchaser.

“LIBOR Rate”: With respect to each day or portion thereof, the rate of interest which is equal to the ICE Benchmark Administration (or any successor institution or replacement institution used to administer the London Inter-Bank Offered Rate “LIBOR”) as reported on the display designated as “BBAM” “Page DG8 4a” on Bloomberg (or such other display as may replace “BBAM” “Page DG8 4a” on Bloomberg) at approximately 11:00 a.m., London time, on that day, as the rate for delivery on that day of one (1) month U.S. dollar deposits. In the event that such rate is not available at such time for any reason, then the LIBOR Rate for the relevant day shall be the rate at which one (1) month U.S. dollar deposits are offered by the principal London office of Purchaser in immediately available funds in the London interbank market at approximately 11:00 a.m. London time on that day. Notwithstanding the foregoing, under no circumstances shall the LIBOR Rate be less than zero.

“Master Repurchase Agreement”: Each of (i) that certain Master Repurchase Agreement, dated as of June 10, 2016, by and between Nationstar Mortgage LLC (successor by merger to Pacific Union Financial, LLC), as seller, and JPMorgan Chase Bank, N.A., as buyer and (ii) that certain Master Repurchase Agreement, dated as of September 9, 2016, by and between Nationstar Mortgage LLC, as seller, and JPMorgan Chase Bank, N.A., as buyer, in each case as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Program Documents”: This Agreement, the Fee Letter, each Master Repurchase Agreement, the Custodial Agreement, the Electronic Tracking Agreement, each Participation Certificate, each Takeout Commitment and all other documents related thereto.

(c)Section 1 of the MLPSA is hereby amended by adding the following new definitions thereto in the proper alphabetical order:

“Dividing Person”: Has the meaning ascribed to such term in the definition of “Division” herein.

“Division”: The division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

“Division Successor”: Any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities and obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person that retains any of its assets, liabilities and obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division.

“Exchange Act”: The Securities and Exchange Act of 1934, as amended.

“LIBOR”: Has the meaning ascribed to such term in the definition of “LIBOR Rate” herein.

“NMH”: Nationstar Mortgage Holdings, Inc.

“Permitted Holders”: Mr. Cooper Group, Inc. and any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, Mr. Cooper Group, Inc. For purposes of this definition, the term “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Successor Rate”: A rate determined by Purchaser in accordance with Section2(h) hereof.

“Successor Rate Conforming Changes”: With respect to any proposed Successor Rate, any spread adjustments or other conforming changes to the timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the good faith discretion of Purchaser, to reflect the adoption of such Successor Rate and to permit the administration thereof by Purchaser in accordance with this Agreement and in a manner consistent with market practice.

(d)Section 2 of the MLPSA is hereby amended by adding the following new paragraph (h) immediately following paragraph (g) thereof:

(h) Alternative Rate. If prior to any Remittance Date, Purchaser determines in its sole discretion that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining LIBOR, LIBOR is no longer in existence, or the administrator of the LIBOR Rate or a Governmental Authority having

jurisdiction over Purchaser has made a public statement identifying a specific date after which LIBOR shall no longer be made available or used for determining the interest rate of loans, Purchaser may give prompt notice thereof to Seller, whereupon the rate for such period that will replace LIBOR for such period, and for all subsequent periods until such notice has been withdrawn by Purchaser, shall be the greater of (i) an alternative benchmark rate (including any mathematical or other adjustments to the benchmark rate (if any) incorporated therein) and (ii) zero, together with any proposed Successor Rate Conforming Changes, in each case, as determined by Purchaser in a manner substantially consistent with market practice for similarly situated counterparties and with substantially similar assets subject thereto (any such rate, a “Successor Rate”).

(e)Section 5(c) of the MLPSA is hereby amended by deleting it in its entirety and replacing it with the following:

(c) Custodial Collection Account and Escrow Account; Mortgage LoanPayments. Seller shall establish one or more custodial collection accounts and escrow accounts, each in the form of time deposit or demand accounts, and each titled, “Nationstar Mortgage LLC, in trust for JPMorgan Chase Bank, National Association Residential Rate Mortgage Loans and various Mortgagors” (each such account, a “Custodial Account”). Such accounts shall be established with a Qualified Depository acceptable to Purchaser and Seller shall promptly deliver to Purchaser evidence of the establishment of such accounts by delivery to Purchaser of certifications substantially in the form of the above-referenced Account Certifications.

Any funds deposited in any of the foregoing accounts shall at all times be fully insured by the FDIC to the full extent permitted under applicable law. Funds shall be deposited in such accounts, and may be drawn on and invested and reinvested, by Seller solely in a manner consistent with the applicable servicing provisions of the Agency Guide and Agency Program relating to the Agency Security originally intended to be issued in connection with the relevant Transaction.

(f)Section 5(e) of the MLPSA is hereby amended by deleting paragraph (vi) thereof in its entirety and replacing it with the following:

(vi) one or more final judgments or decrees in excess of $20,000,000, alone or in the aggregate, are entered against Seller or any of its Subsidiaries involving claims not paid or not fully covered by insurance and the same are not vacated, discharged or satisfied, or stayed or bonded pending appeal, within thirty (30) days from the date of entry thereof, and Seller or such Subsidiary shall not within said period of thirty (30) days or such longer period during which execution of same shall have been stayed by court order or by written agreement with the judgment creditor, perfect appeal therefrom and cause execution thereof to be stayed during such appeal; or

(g)Section 5(e) of the MLPSA is hereby amended by deleting paragraph (vii) thereof in its entirety and replacing it with the following:

(vii) any Agency, private investor or any other Person seizes or takes control of the Servicing Portfolio of Seller for breach of any servicing agreement applicable to such Servicing Portfolio or for any other reason whatsoever; or

(h)Section 5(e) of the MLPSA is hereby amended by deleting paragraph (ix) thereof in its entirety and replacing it with the following:

(ix) there is a default under any Indebtedness (after taking into account any applicable grace or cure periods in such agreement) other than a Program Document that Seller has entered into with Purchaser or any of its Affiliates or Subsidiaries; or

(i)Section 5(e) of the MLPSA is hereby amended by deleting paragraph (x) thereof in its entirety and replacing it with the following:

(x) Seller fails to pay when due any other Indebtedness beyond any period of grace provided which Indebtedness is in excess of $20,000,000, or there occurs any breach or default with respect to any material term of any such Indebtedness, if the effect of such failure, breach or default is to cause, or to permit the holder or holders thereof (or a trustee on behalf of such holder or holders) to cause, such Indebtedness of such Person to become or be declared due before its stated maturity (upon the giving or receiving of notice, lapse of time or both, or satisfaction of any other condition to acceleration, whether or not any such condition to acceleration has been satisfied); or

(j)Section 5(e) of the MLPSA is hereby amended by deleting paragraph (xii) thereof in its entirety.

(k)Section 5(e) of the MLPSA is hereby amended by deleting paragraph (xv) thereof in its entirety and replacing it with the following:

(xv) any Change in Control of Seller shall have occurred without Purchaser’s prior written consent; or

(l)Section 5(e) of the MLPSA is hereby amended by deleting paragraph (xvi) thereof in its entirety.

(m)Section 5(e) of the MLPSA is hereby amended by deleting paragraph (xvii) thereof in its entirety and replacing it with the following:

(xvii) any failure of Seller to maintain its status as a member of MERS in good standing; or

(n)Section 5(e) of the MLPSA is hereby amended by deleting paragraph (xxii) thereof in its entirety and replacing it with the following:

(xxii) Purchaser shall fail to have a valid and perfected first priority security interest in any of the Participation Certificates, including the Servicing Rights thereto, free and clear of any other Lien; or

(o)Section 5(e) of the MLPSA is hereby amended by deleting paragraph (xviii) thereof in its entirety.

(p)Section 9(a) of the MLPSA is hereby amended by deleting paragraph (ii) thereof in its entirety and replacing it with the following:

(ii) Organization and Good Standing. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction under which it was organized, has full legal power and authority to own its property and to carry on its business as currently conducted, and is duly qualified as a foreign entity to do business and is in good standing in each jurisdiction in which the transaction of its business makes such qualification necessary, except in jurisdictions, if any, where a failure to be in good standing has no material adverse effect on the business, operations, assets or financial condition of Seller.

(q)Section 9(a) of the MLPSA is hereby amended by deleting paragraph (vii) thereof in its entirety.

(r)Section 9(a) of the MLPSA is hereby amended by deleting paragraph (viii) thereof in its entirety and replacing it with the following:

(viii) Litigation; Compliance with Laws. There is no Litigation pending or, to Seller’s knowledge threatened, that could reasonably be expected to cause a Material Adverse Effect. Seller has not violated any Requirement of Law applicable to Seller that, if violated, could reasonably be expected to have a Material Adverse Effect.

(s)Section 9(a) of the MLPSA is hereby amended by deleting paragraph (xvi) thereof in its entirety and replacing it with the following:

(xvi) Investment Company Act. Seller is not required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(t)Section 10(a) of the MLPSA is hereby amended by deleting paragraph (i) thereof in its entirety and replacing it with the following:

(i)Maintenance of Existence; Conduct of Business. Seller shall preserve and maintain its existence in good standing and all of its rights, privileges, licenses and franchises necessary in the normal conduct of its business, including its eligibility as lender, seller/servicer and issuer described under Section 9(a)(x) and shall maintain is primary business as a mortgage originator and servicer. Except as disclosed to Purchaser, Seller will not make any material change in its accounting treatment and reporting practices except as required by GAAP. Seller will remain a member of MERS in good standing.

(u)Section 10(a) of the MLPSA is hereby amended by deleting paragraph (ii) thereof in its entirety and replacing it with the following:

(ii) Compliance with Applicable Laws. Seller shall comply with all Requirements of Law, a breach of which would reasonably be expected to result in a Material Adverse Effect except where contested in good faith and by appropriate proceedings and with adequate book reserves determined in accordance with GAAP, consistently applied, established therefor. Without limiting the foregoing, Seller shall comply, in all material respects with all applicable (1) Agency Guides, (2) Privacy Requirements, including the GLB Act and Safeguards Rules promulgated thereunder, (3) consumer protection laws and regulations and (4) licensing and approval requirements applicable to Seller’s origination of Mortgage Loans.

(v)Section 10(a) of the MLPSA is hereby amended by deleting paragraph (v) thereof in its entirety and replacing it with the following:

(v)Notices. Seller will promptly notify Purchaser of the occurrence of any of the following and shall provide such additional documentation and cooperation as Purchaser may request with respect to any of the following:

(A)any change in the business address and/or telephone number of Seller;

(B)any merger, consolidation or reorganization of Seller by direct or indirect means. “Indirect” means any change in ownership of a controlling interest of the relevant Person’s direct or indirect parent;

(C)any change of the name or jurisdiction of organization of Seller;

(D)any material adverse change in the financial position of Seller;

(E)receipt by Seller of notice from the holder of any of its Indebtedness of any alleged event of default thereunder;

(F)entry of any court judgment or regulatory order in which Seller or any Subsidiary of Seller is or may be required to pay a claim or claims that is reasonably likely to have a material adverse effect on the financial condition of Seller, on the ability of Seller to perform its obligations under any Program Document, or on the ability of Seller to continue its operations in a manner similar to its current operations;

(G)the filing of any petition, claim or lawsuit against Seller that is reasonably likely to have a material adverse effect on the financial condition of Seller, on the ability of Seller to perform its obligations under any Program Document, or on the ability of Seller to continue its operations in a manner similar to its current operations;

(H)Seller or any Subsidiary of Seller admits to committing, or is found to have committed, a material violation of any Requirement of Law relating to its business operations, including its loan generation, sale or servicing operations, in each case, that is reasonably likely to result in a Material Adverse Effect.

(I)except where disclosure is prohibited by Requirements of Law, the initiation of any investigations, audits, examinations or reviews of Seller by any Agency or Governmental Authority relating to the origination, sale or servicing of mortgage loans by Seller or the business operations of Seller, with the exception of routine and normally scheduled audits or examinations by the regulators of Seller;

(J)any disqualification or suspension of Seller by an Agency, including any notification or knowledge, from any source, of any disqualification or suspension, or any written warning of any such disqualification or suspension or impending or threatened disqualification or suspension;

(K)the receipt by Seller of a notice from an Agency of the occurrence of any actions or inactions, which if not cured, such agency intends, in accordance with Agency Guides, to disqualify or suspend Seller or any Subsidiary of Seller as a seller or servicer, including (if Seller is or becomes a Freddie Mac-approved seller or servicer) those events or reasons for disqualification or suspension enumerated in Chapter 5 of the Freddie Mac Single Family Seller/Servicer Guide and (if Seller is or becomes a Fannie Mae-approved seller or servicer) any breach of Seller’s “Lender Contract” (as defined in the Fannie Mae Single Family 2010 Selling Guide) with Fannie Mae including the breaches described or referred to in Section A2-3, 1-01 “Lender Breach of Contract” of the Fannie Mae Single Family 2010 Selling Guide;

(L)the occurrence of any Servicer Termination Event hereunder or the occurrence of any Potential Servicer Termination Event;

(M)the suspension, revocation or termination of any licenses or eligibility as described under Section 9(a)(x) of Seller;

(N)promptly, but no later than two (2) Business Days after the Seller receives notice of the same, (A) any Mortgage Loan submitted for inclusion into an Agency Security and rejected by that Agency for inclusion in such Agency Security or (B) any Mortgage Loan submitted to a Takeout Buyer (whole loan or securitization) and rejected for purchase by such Takeout Buyer; or

(O)any other action, event or condition of any nature that could reasonably be expected to result in a Material Adverse Effect or that constitutes a default under any other material agreement, instrument or indenture to which Seller is a party or to which its properties or assets may be subject.

(w)Section 10(a) of the MLPSA is hereby amended by deleting paragraph (vi) thereof in its entirety and replacing it with the following:

(vi)Taxes. The Seller shall timely file all federal and other material tax returns that are required to be filed by it and shall timely pay all Taxes due, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided.

(x)    Section 10(a) of the MLPSA is hereby amended by deleting paragraph (vii) thereof in its entirety and replacing it with the following:

(vii)Insurance. Seller shall maintain, at no cost to Purchaser (a) errors and omissions insurance or mortgage impairment insurance and blanket bond coverage, with such companies and in such amounts as to satisfy the requirements of prevailing Agency Guides applicable to a qualified mortgage originating institution, and shall cause Seller’s policy to be endorsed with the Blanket Bond Required Endorsement and (b) liability insurance and fire and other hazard insurance on its properties, with responsible insurance companies reasonably acceptable to Purchaser, in such amounts and against such risks as is customarily carried by similar businesses.

(y)Section 10(a) of the MLPSA is hereby amended by deleting paragraph (viii) thereof in its entirety and replacing it with the following:

(viii)Financial Statements and Other Reports. Seller shall deliver or cause to be delivered to Purchaser:

(A)as soon as available and in any event not later than forty-five (45) days after the end of each calendar month, statements of income and changes in stockholders’ equity and cash flow of Seller (and, if applicable, Seller’s Subsidiaries on a consolidated and consolidating basis) for the immediately preceding month, and related balance sheet as of the end of the immediately preceding month, all in reasonable detail, prepared in accordance with GAAP applied on a consistent basis, and certified as to the fairness of presentation by a responsible officer of Seller, subject, however, to normal year-end audit adjustments;

(B)as soon as available and in any event not later than ninety (90) days after Seller’s fiscal year end, statements of income, changes in stockholders’ equity and cash flows of Seller (and, if applicable, Seller’s Subsidiaries on a consolidated basis) for the preceding fiscal year, the related balance sheet as of the end of such year (setting forth in comparative form the corresponding figures for the preceding

fiscal year), all in reasonable detail, prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, and accompanied by an opinion in form and substance satisfactory to Purchaser (without a “going concern” or like qualification, commentary or exception and without any qualification or exception as to the scope of such audit) and prepared by independent certified public accountants of recognized standing, each stating that said financial statements fairly present in all material respects the financial condition, cash flows and results of operations of Seller (and, if applicable, Seller’s Subsidiaries on a consolidated basis) as of the end of, and for, such year;

(C)together with each delivery of financial statements required in this Section 10(a)(viii), a Compliance Certificate executed by a responsible officer of Seller;

(D)photocopies or electronic copies of any audits completed by any Agency of Seller, disclosure of which is not prohibited by applicable law or by such Agency, not later than five (5) Business Days after receiving such audit;

(E)not less frequently than once a month, a report in form and substance satisfactory to Purchaser summarizing the Hedging Arrangements, if any, then in effect with respect to all Mortgage Loans then owned by Purchaser and interim serviced by Seller (or a Successor Servicer); and

(F)from time to time, with reasonable promptness, such further information regarding the Mortgage Loans or Participation Certificates, or the business, operations, properties or financial condition of Seller as Purchaser may reasonably request.

(z)Section 10(a) of the MLPSA is hereby amended by deleting paragraph (ix) thereof in its entirety and replacing it with the following:

(ix)Limits on Distributions. So long as a Servicer Termination Event exists, without Purchaser’s prior written consent, Seller shall not pay, make or declare or incur any liability to pay, make or declare any dividend (excluding stock dividends) or other distribution, direct or indirect, on or on account of any shares of its stock (or equivalent equity interest) or any redemption or other acquisition, direct or indirect, of any shares of its stock (or equivalent equity interest) or of any warrants, rights or other options to purchase any shares of its stock (or equivalent equity interest), nor purchase, acquire, redeem or retire any stock (or equivalent equity interest) in itself whether now or hereafter outstanding.

(aa) Section 10(a) of the MLPSA is hereby amended by deleting paragraph (xi) thereof in its entirety and replacing it with the following:

(xi)Transactions with Affiliates. Seller will not and will not permit any of its Subsidiaries to enter into any transaction, including any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is

(a) otherwise permitted under this Agreement or (b) in the ordinary course of Seller’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to Seller or such Subsidiary than it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate.

(bb)    Section 10(a) of the MLPSA is hereby amended by deleting paragraph (xii) thereof in its entirety and replacing it with the following:

(xii)Limitation on Sale of Assets. Seller shall not convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “Transfer”), all or substantially all of its property, business or assets (including receivables and leasehold interests) whether now owned or hereafter acquired, other than sales of Mortgage Loans and related assets in the ordinary course of Seller’s mortgage origination and servicing business.

(cc)    Section 10(a) of the MLPSA is hereby amended by deleting paragraph (xiv) thereof in its entirety.

(dd)    Section 10(a) of the MLPSA is hereby amended by deleting paragraph (xv) thereof in its entirety and replacing it with the following:

(xv) Mergers, Acquisitions, Subsidiaries. Without the prior written consent of Purchaser, Seller will not consolidate or merge with or into any entity (unless Seller is the surviving entity).

(ee)    Section 10(a) of the MLPSA is hereby amended by deleting paragraph (xix) thereof in its entirety and replacing it with the following:

(xix) True and Correct Information. All information, reports, exhibits, schedules, financial statements or certificates of Seller or any Affiliates thereof or any of its officers furnished to Purchaser hereunder and during Purchaser’s diligence of the Seller are and will be true and correct in all material respects.

(ff)    Section 10(a) of the MLPSA is hereby amended by deleting paragraph (xxxi) thereof in its entirety and replacing it with the following:

(xxxi) MERS. The Seller is a member of MERS in good standing. Seller has listed Purchaser in “interim funder” field on the MERS System with respect to each Mortgage Loan and no other Person shall be identified in the field designated “interim funder”.

(gg) Section 12 of the MLPSA is hereby amended by deleting paragraph (b) thereof in its entirety and replacing it with the following:

(b) Upon the occurrence and continuance of a Servicer Termination Event or an Event of Default (as defined in any Master Repurchase Agreement), Purchaser may terminate this Agreement.

(hh) Seller’s address for notices and authorizations set forth on Schedule 1 to the MLPSA are hereby deleted in their respective entireties and replaced with the page attached to this Agreement as Annex I.

(ii) Exhibit E and Exhibit G to the MLPSA are hereby deleted in their respective entireties and replaced with the Exhibit E and Exhibit G attached to this Agreement as Annexes II and III, respectively.

(jj) Section 1 of the Fee Letter is hereby amended by deleting the definitions of “Cash Pledge Account” and “Tangible Net Worth” in their respective entireties and replacing them with the following:

“Cash Pledge Account”: The blocked Seller’s account (under the sole dominion and control of Purchaser) with JPM Chase styled as follows:

Nationstar Mortgage LLC JPMorgan Chase Secured Party Cash Pledge Account

Account no. 918038944

“Tangible Net Worth”: With respect to any Person on any day, an amount equal to, without duplication, the following: (i) such Person’s and its consolidated Subsidiaries’ Net Worth 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 Servicing Rights and retained residual securities), any and all advances to, investments in and receivables held from Affiliates; provided that the non-cash effect (gain or loss) or 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 Tangible Net Worth.

(kk) Section 4 of the Fee Letter is hereby deleted in its entirety and replaced with the following:

Section 4. Financial Condition Covenants. Without limiting any provision set forth in the Agreement, Seller shall comply with the financial covenants described in (x) section 11 of the Master Repurchase Agreement referenced in clause (i) of the definition of such term and (y) section 11(w) of the Master Repurchase Agreement referenced in clause (ii) of the definition of such term.

5.Conditions Precedent. This Agreement shall become effective on the Effective Date subject to the satisfaction of each of the following conditions precedent (any of which Purchaser may electively waive, in Purchaser’s sole discretion):

(i)Purchaser and Seller shall have executed and delivered this Agreement;

(ii)The merger of Nationstar Mortgage LLC and Pacific Union Financial, LLC shall have been consummated and satisfactory evidence thereof has been provided to Purchaser;

(iii)Purchaser shall have received Amendment No. 1 to Electronic Tracking Agreement, duly executed and delivered by the parties thereto;

(iv)Purchaser shall have received Amendment No. 1 to Custodial Agreement, duly executed and delivered by the parties thereto;

(v)Seller shall have delivered to Purchaser a certificate of a Responsible Officer of Seller attaching certified copies of Seller’s organizational documents and resolutions of Seller authorizing the transactions contemplated hereby and a certificate of incumbency of authorized representatives which sets forth the names, titles and true signatures of all of those individuals authorized to execute any document or instrument contemplated by the Program Documents;

(vi)Seller shall have or shall have acquired licenses to originate Mortgage Loans in all states where it is required to have a license to do so; and

(vii)Seller shall have paid to the extent due on or before the effective date of this Agreement all fees and out-of-pocket costs and expenses reasonably incurred (including due diligence fees and expenses and reasonable legal fees and expenses) required to be paid under this Agreement or any other Program Document.

6.Further Assurances. The parties hereto shall each take any and all further actions and execute and deliver any and all such further documents and undertakings as are necessary or reasonably requested by the other parties to effectuate the purposes of this Agreement. The undertakings set forth in this Section 6 shall survive the execution and delivery of this Agreement.

7.Fees and Expenses. Seller agrees agree to pay to Purchaser all fees and out-of- pocket costs and expenses incurred by Purchaser in connection with this Agreement (including reasonable and fees, costs and expenses of Purchaser’s legal counsel incurred in connection with this Agreement), in accordance with Section 10(b)(x) of the MLPSA.

8.Representations. Nationstar Mortgage LLC hereby represents to Purchaser that as of the date hereof, after giving effect to this Agreement, all representations and warranties of Seller under any Program Document are true and correct in all material respects with the same effect as if then made (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and no Servicer Termination Event has occurred and is continuing under the MLPSA. For the sake of clarity, Seller hereby republishes each of the Seller’s representations and warranties set forth in each Program Document as amended hereby, intending that each such republished representation and warranty is applicable to Seller (Nationstar Mortgage, LLC).

9.Limited Effect. Except as expressly amended and modified by this Agreement, each of the Program Documents shall continue in full force and effect in accordance with its terms. Reference to this Agreement need not be made in any Program Document or any other instrument or document executed in connection therewith or herewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, any Program Document, any reference in any of such items to any Program Document being sufficient to refer to such Program Document as amended hereby.

10.Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

11.GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK IN ACCORDANCE WITH SECTION 15 OF THE MLPSA.

12.Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile shall be effective as delivery of a manually executed original counterpart of this Agreement.

13.Effectiveness. For the sake of clarity, this Agreement shall be effective as between Purchaser and Seller upon the execution of this Agreement by such parties and notwithstanding whether this Agreement has also been acknowledged and agreed to by any or each of the additional parties referenced herein.

[Signature page to follow]

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute this Agreement as of the date first above written.

NATIONSTAR MORTGAGE LLC,

as Seller

By: /s/ Jeffrey Neufeld

Name: Jeffrey Neufeld

Title: Senior Vice President and Treasurer

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as Purchaser

By: /s/ Jonathan P. Davis

Name: Jonathan P. Davis

Title: Executive Director

EX-10.3

Exhibit 10.3

MASTER REPURCHASE AGREEMENT
CONFORMED THROUGH AMENDMENT NO. 9

among

JPMorgan Chase Bank, National Association,
as Buyer

Nationstar Sub 1J LLC,
as Seller

Nationstar REO Sub 1J LLC,
as REO Subsidiary

and

Nationstar Mortgage LLC,
as Guarantor and Nationstar Servicer

Dated May 17, 2019

MASTER REPURCHASE AGREEMENT

This is a MASTER REPURCHASE AGREEMENT, dated as of May 17, 2019, among Nationstar Sub 1J LLC, a Delaware limited liability company, as seller (“Seller”), Nationstar REO Sub 1J LLC, a Delaware limited liability company, as REO subsidiary (“REO Subsidiary”, and together with Seller, each, a “Seller Party”, and collectively, the “Seller Parties”), Nationstar Mortgage LLC, as guarantor (“Guarantor” or “Nationstar Servicer”, as the context requires), and JPMorgan Chase Bank, National Association, a banking association organized under the laws of the United States (the “Buyer”).

Section 1.Applicability. From time to time the parties hereto may, with respect to the Uncommitted Amount, and shall, with respect to the Committed Amount, enter into transactions in which Seller transfers to Buyer the Purchased Assets on a servicing released basis against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Purchased Assets on a servicing released basis at a date certain not later than the Termination Date. From time to time, the Seller may request Purchase Price Increases for the Transaction involving either (i) the Participation Interests sold to Buyer in accordance with this Agreement in conjunction with the allocation of an Underlying Mortgage Loan to the Participation Interests as a result of the increase in Funding Asset Value of the Participation Interests or (ii) the REO Subsidiary Interests pledged to Buyer in accordance with this Agreement in conjunction with the allocation of an Underlying REO Property to the REO Subsidiary Interests as a result of the increase in Funding Asset Value of the REO Subsidiary Interests. From time to time, Nationstar Servicer may convey an REO Property to the REO Subsidiary upon foreclosure or other conversion of a Mortgage Loan to an REO Property which for the avoidance of doubt shall not be a conveyance of bare legal title which shall remain with Nationstar Servicer, as Nominee. From time to time, Seller may request a release of REO Property from the REO Subsidiary or a Mortgage Loan from the Participation Interest in conjunction with a Purchase Price Decrease as a result of the decrease in Asset Value of the REO Subsidiary Interests or Participation Interests in connection therewith. Each such transaction and Purchase Price Increase shall be referred to herein as a “Transaction” and shall be governed by this Agreement, unless otherwise agreed in writing, including any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder. For administrative and tracking purposes, the parties hereto may allocate Transactions and the related Underlying Assets to certain pools identified as Facility Pools and Discrete Pools.

This Agreement with respect to the Uncommitted Amount is not a commitment by Buyer to enter into the Transactions with Seller but rather sets forth the procedures to be used in connection with periodic requests for Buyer to enter into the Transactions with the Seller. Seller hereby acknowledges that with respect to the Uncommitted Amount Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement.

On a Purchase Date, Nationstar Servicer shall issue to the Seller, the related Participation Interests. In order to further secure the obligations of Seller hereunder, (a) Nationstar Servicer shall pledge its interest, if any, in the Purchased Assets, Underlying Assets and the Repurchase Assets, and (b) the REO Subsidiary shall pledge its interest, if any, in the Purchased Assets, Underlying REO Properties and the Repurchase Assets, in each case, to Buyer.

On the initial Purchase Date, Seller will pledge the Eligible REO Subsidiary Interests with respect to the REO Subsidiary in connection with the initial Transaction.

Section 2.Transaction Overview. Nationstar Servicer will purchase delinquent, defaulted, modified and to be modified Mortgage Loans from Agency Securities guaranteed by Ginnie Mae and/or originate New Origination Mortgage Loans. Nationstar

Servicer will issue a Participation Interest to Seller representing a beneficial interest in such Mortgage Loans which Participation Interests (and the Underlying Mortgage Loans) shall be subject to Transactions hereunder. To the extent that an Underlying Mortgage Loan that is an Early Buyout Mortgage Loan becomes an REO Property, such REO Property (other than the bare legal title) shall be transferred to REO Subsidiary subject to the existing Transaction hereunder.

This Agreement refers to REO Subsidiary Interests representing direct beneficial interests in Underlying REO Property. The parties understand that Underlying REO Property is owned by the REO Subsidiary and that the REO Subsidiary Interest represents the ownership interest in the Underlying REO Property. Accordingly, to the extent that this Agreement refers to beneficial interests in Underlying REO Property owned by REO Subsidiary or any other property owned by a separate legal entity, such references shall be construed as referring to such Underlying REO Property owned by REO Subsidiary or other such property owned by such separate legal entity.

Section 3.Definitions. As used herein, the following terms shall have the following meanings (all terms defined in this Section 3 or in other provisions of this Agreement in the singular to have the same meanings when used in the plural and vice versa).

“Accepted Servicing Practices” shall mean, with respect to any Underlying Mortgage Loan or Underlying REO Property, those servicing practices of prudent servicers which service mortgage loans and REO properties of the same type as such Underlying Mortgage Loan or Underlying REO Property in the jurisdiction where the related Mortgaged Property or Underlying REO Property is located and which are in compliance with Agency requirements, FHA Regulations, VA Regulations or USDA Regulations, as applicable.

“Additional Nationstar Servicer Pledged Items” shall have the meaning provided in Section 9(a) hereof.

“Additional REO Subsidiary Pledged Items” shall have the meaning provided in Section 9(a) hereof.

“Affiliate” shall mean, with respect to any Person, any “affiliate” of such Person, as such term is defined in the Bankruptcy Code.

“Agency” shall mean Freddie Mac, Fannie Mae or Ginnie Mae, as applicable.

“Agency Account” shall mean the FHA Account, the VA Account or the USDA Account, as applicable.

“Agency Approval” shall have the meaning set forth in Section 14(aa)(iii) hereof.

“Agency Claim Process” shall mean the USDA, FHA or VA claim process, as applicable, with respect to any Early Buyout Mortgage Loan that remains a defaulted mortgage loan.

“Agency Eligible Mortgage Loan” shall mean a mortgage loan that is in compliance with the eligibility requirements for swap or purchase by an Agency.

“Agreement” shall mean this Master Repurchase Agreement among Buyer, the Seller Parties and the Guarantor, dated as of the date hereof as the same may be amended, supplemented or otherwise modified in accordance with the terms hereof.

“Amendment Effective Date” shall mean May 17, 2019.

“Annual Financial Statement Date” shall mean December 31, 2018.

“Anti-Corruption Laws” shall mean all laws, rules, and regulations of any jurisdiction applicable to a Seller Party, Guarantor or any of its Subsidiaries from time to time concerning or relating to bribery or corruption.

“Anti-Money Laundering Laws” shall have the meaning set forth in Section 13(bb) hereof.

“Appraised Value” shall mean the value set forth in (a) an appraisal made in connection with the origination of the related Mortgage Loan as the value of the Mortgaged Property and the related Underlying REO Property as the value of the real estate, (b) an AVM or (c) a BPO.

“Asset Documents” shall mean, with respect to an Underlying Asset, each of the documents comprising the Asset File for such Underlying Mortgage Loan or Underlying REO Property, as applicable, as more fully set forth in the applicable Custodial Agreement.

“Asset File” shall have the meaning set forth in the applicable Custodial Agreement.

“Asset Schedule” shall mean a hard copy or electronic format incorporating the fields identified on Exhibit C-1 or C-2 hereto, as applicable, and any other information reasonably required by Buyer for each such Underlying Mortgage Loan or Underlying REO Property, respectively (including, but not limited to, information relating to the additional Underlying REO Property, acquired, or to be acquired, by REO Subsidiary).

“Asset Value” shall have the meaning set forth in the Pricing Side Letter.

“Assignment and Acceptance” shall have the meaning set forth in Section 22(a) hereof.

“Assignment of Mortgage” shall mean an assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the transfer of the Mortgage to the party indicated therein.

“Attorney Bailee Letter” shall have the meaning assigned to such term in the applicable Custodial Agreement.

“Authorized Individual” shall mean each individual listed on Schedule 3 hereto, as such schedule may be supplemented and revised from time to time and provided to Buyer in writing signed by an Authorized Representative of Seller.

“Authorized Representative” shall mean, for the purposes of this Agreement only, an agent or Responsible Officer of a Seller Party or Guarantor, as applicable listed on Schedule 2 hereto, as such Schedule 2 may be amended from time to time.

“AVM” shall mean an automated valuation model, providing computer generated home appraisals for mortgages and are based on comparable sales in area of the Mortgaged Property, title records and other market factors.

“Bank” shall mean JPMorgan Chase Bank, National Association, in its capacity as the bank with respect to the Collection Account Control Agreement, the Reserve Account Control Agreement and the Operating Account.

“Bankruptcy Code” shall mean the United States Bankruptcy Code of 1978, as amended from time to time.

“Benchmark Administration Changes” shall mean, with respect to the Benchmark (including any Benchmark Replacement Rate), any technical, administrative, or operational changes (including, without limitation, changes to the timing and frequency of determining rates and making payments of price differential, length of lookback periods, and other administrative matters as may be appropriate, in the sole and good faith discretion of Buyer, to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by Buyer in a manner substantially consistent with market practice (or, if Buyer determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such Benchmark exists, in such other manner of administration as Buyer decides is reasonably necessary in connection with the administration of this Agreement).

“Benchmark Replacement Rate” shall mean a rate determined by Buyer in accordance with Section 4(f) hereof.

“BPO” shall mean an opinion of the fair market value of a Mortgaged Property or parcel of real property given by a licensed real estate agent or broker in conformity with customary and usual business practices, which generally includes three (3) comparable sales and three (3) comparable listings.

“BPO Value” shall mean the market value of a Mortgaged Property or parcel of real property specified in the BPO.

“Business Day” shall mean a day other than (i) a Saturday or Sunday, (ii) any day on which banking institutions are authorized or required by law, executive order or governmental decree to be closed in the States of New York, Texas, Minnesota or Maryland or (iii) any day on which the New York Stock Exchange is closed.

“Buyer” shall have the meaning set forth in the preamble hereto and shall include its successors in interest and assigns, and with respect to Section 8 hereof, its participants.

“Buyer’s Market Value” shall have the meaning set forth in the Pricing Side Letter.

“Capital Lease Obligations” shall mean, for any Person, all obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) Property to the extent such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP, and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.

“Capital Stock” shall mean, as to any Person, any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent equity ownership interests in a Person which is not a corporation, including any and all member or other equivalent interests in any limited liability company, limited partnership, trust, and any and all warrants or options to purchase any of the foregoing, in each case, designated as “securities” (as defined in Section 8-102 of the Uniform Commercial Code) in such Person, including all rights to participate in the operation or management of such Person and all rights to such Person’s properties, assets, interests and distributions under the related organizational documents in respect of such Person. “Capital Stock” also includes (i) all accounts receivable arising out of the related organizational documents of such Person; (ii) all general intangibles arising out of the related organizational documents of such Person; and (iii) to the extent not otherwise included, all proceeds of any and all of the foregoing (including within proceeds, whether or not otherwise included therein, any and all contractual rights under

any revenue sharing or similar agreement to receive all or any portion of the revenues or profits of such Person).

“Cash Equivalents” shall mean (a) securities with maturities of ninety (90) days or less from the date of acquisition issued or fully guaranteed or insured by the United States government or any agency thereof, (b) certificates of deposit and Eurodollar time deposits with maturities of ninety (90) days or less from the date of acquisition and overnight bank deposits of any commercial bank having capital and surplus in excess of $500,000,000 unless otherwise approved by the Buyer in writing in its sole discretion, (c) repurchase obligations of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than seven (7) days with respect to securities issued or fully guaranteed or insured by the United States government, (d) commercial paper of a domestic issuer rated at least A-1 or the equivalent thereof by S&P or P-1 or the equivalent thereof by Moody’s and in either case maturing within ninety (90) days after the day of acquisition, (e) securities with maturities of ninety (90) days or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s, (f) securities with maturities of ninety (90) days or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the requirements of clause (b) of this definition or, (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition.

“Change in Control” shall mean:

(a)less than 100% of Guarantor’s equity securities are owned, directly or indirectly, by NMH;

(b)any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than one or more Permitted Holders, becomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act), of more than the greater of (x) 35% of the then-outstanding voting power of NMH’s voting equity interests and (y) the percentage of the then-outstanding voting power of NMH’s voting equity interests owned, in the aggregate, directly or indirectly, beneficially and of record, by the Permitted Holders, determined after such person’s or group’s most recent acquisition of outstanding voting power of NMH’s voting equity interests; unless the Permitted Holders have, at such time, the right or the ability by voting power, contract or otherwise to elect or designate for election at least a majority of NMH’s board of directors;

(c)a sale of all or substantially all of the assets of Seller, REO Subsidiary or Guarantor;

(d)Guarantor ceases to own directly or indirectly 100% of the REO Subsidiary Interests in REO Subsidiary; or

(e)Guarantor ceases to own directly or indirectly 100% of the Capital Stock of Seller.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Collection Account” shall mean the account established by the Bank subject to a Collection Account Control Agreement, into which all Income related to Underlying Assets shall be deposited.

“Collection Account Control Agreement” shall mean a “shifting control” account control agreement with respect to the Collection Account among Seller, Buyer, and the Bank in form and substance acceptable to Buyer in its good faith discretion, as the same may be amended from time to time.

“Committed Amount” shall have the meaning set forth in the Pricing Side Letter.

“Confidential Information” shall have the meaning set forth in Section 33(b) hereof.

“Confidential Terms” shall have the meaning set forth in Section 33(a) hereof.

“Confirmation” shall mean a confirmation in form and substance acceptable to Buyer and Seller (which may be via electronic medium).

“Conversion Date” shall have the meaning set forth in Section 4(d)(ii) hereof.

“Corporate Advances” shall mean Servicing Advances made in connection with the foreclosure or servicing of an Underlying Mortgage Loan that is an Early Buyout Mortgage Loan, other than, for the avoidance of doubt, Servicing Advances made on account of delinquent principal and interest payments.

“Costs” shall have the meaning set forth in Section 18(a) hereof.

“Custodial Agreement(s)” shall mean, collectively or individually, as the context may require, (i) the USB Custodial Agreement and (ii) the DB Custodial Agreement.

“Custodian(s)” shall mean, collectively or individually, as the context may require, (i) U.S. Bank National Association in its capacity as custodian under the USB Custodial Agreement and any successor thereto in accordance with the USB Custodial Agreement and (ii) Deutsche Bank National Trust Company in its capacity as custodian under the DB Custodial Agreement and any successor thereto in accordance with the DB Custodial Agreement.

“DB Custodial Agreement” shall mean that certain Custodial Agreement, dated as of September 4, 2020, among Guarantor, Buyer and Deutsche Bank National Trust Company, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Default” shall mean an Event of Default or an event that with notice or lapse of time or both would become an Event of Default.

“Delinquency Early Buyout” shall mean the purchase of a Mortgage Loan from an Agency Security guaranteed by Ginnie Mae due to a delinquency.

“Discrete Pool” shall mean a group of Transactions and related Underlying Assets that are allocated to a specific Pool as mutually agreed to by the Buyer and Seller and as more particularly identified in the related Pooling Addendum.

“Dollars” and “$” shall mean lawful money of the United States of America.

“Due Diligence Cap” shall have the meaning set forth in the Pricing Side Letter.

“Due Diligence Costs” shall have the meaning set forth in Section 21 hereof.

“Due Diligence Documents” shall have the meaning set forth in Section 21 hereof.

“Due Diligence Review” shall mean the performance by Buyer or its designee of any or all of the reviews permitted under Section 21 hereof with respect to any or all of the Purchased Assets, Underlying Mortgage Loans or Underlying REO Properties or any Seller Party, Guarantor or any Servicer or subservicer, as desired by Buyer from time to time.

“Early Buyout” shall mean a Delinquency Early Buyout or a Modification Early Buyout or both, as the context may require.

“Early Buyout Asset” shall mean an Early Buyout Mortgage Loan or any REO Property converted therefrom.

“Early Buyout Mortgage Loan” shall mean a Mortgage Loan which is subject to an Early Buyout.

“Effective Date” shall mean the date upon which the conditions precedent set forth in Section 4(a) hereof shall have been satisfied or waived in writing by Buyer.

“Electronic Tracking Agreement” shall mean an Electronic Tracking Agreement among Buyer, Seller, MERS and MERSCORP Holdings, Inc., to the extent applicable as the same may be amended from time to time.

“Eligible Agency Security” shall mean an Agency Security issued with respect to Pooled Loans subject to a Transaction hereunder.

“Eligible Asset” shall mean an Eligible Agency Security, Eligible Mortgage Loan, Eligible REO Property, Eligible REO Subsidiary Interest or Eligible Participation Interest, as the context requires, and shall include with respect to Early Buyout Assets all outstanding Servicing Advances to the extent that such Servicing Advances are not:

(i)Corporate Advances on FHA Assets which exceed 75% of the outstanding balance of Corporate Advances on all Underlying Mortgage Loans and Underlying REO Properties;

(ii)on USDA Assets which have been subject to a Transaction for greater than 210 days plus the applicable state specific time limit under the USDA Regulations; and

(iii)on VA Loans which exceed the maximum reimbursable amount under the published VA Regulations.

“Eligible Mortgage Loan” shall mean an Early Buyout Mortgage Loan or a New Origination Mortgage Loan that is acceptable to Buyer in its sole and absolute discretion at the time Buyer enters into the Transaction and thereafter, any Mortgage Loan shall remain an Eligible Mortgage Loan only so long as it satisfies the criteria set forth below:

(i)there is not a material breach of a representation and warranty set forth on Schedule 1-B hereto with respect to such Mortgage Loan or on Schedule 1-D hereto with respect to such Mortgage Loan that is a Pooled Loan;

(iv)with respect to (A) Mortgage Loans other than Trailing Documentation Modification Loans and Wet-Ink Mortgage Loans, the complete Asset File has been delivered to

the applicable Custodian, and certified by such Custodian by delivery of a Trust Receipt without Exceptions to Buyer, on or prior to the related Purchase Date; (B) Trailing Documentation Modification Loans, the original Mortgage Note has been delivered to and certified by the applicable Custodian on or prior to the related Purchase Date; (C) Trailing Documentation Modification Loans, the complete Asset File has been delivered to the applicable Custodian, and certified by such Custodian by delivery of a Trust Receipt without Exceptions (unless otherwise expressly waived by Buyer) to Buyer, within seven (7) Business Days following the related Purchase Date; and (D) Wet-Ink Mortgage Loans, the complete Asset File has been delivered to the applicable Custodian, and certified by such Custodian by delivery of a Trust Receipt without Exceptions (unless otherwise expressly waived by Buyer), on or prior to the Wet-Ink Delivery Date;

(v)such Mortgage Loan is not a Title I FHA insured mortgage loan;

(vi)if such Mortgage Loan is a Government Loan, such Mortgage Loan is either a FHA Loan or a VA Loan or a USDA Loan with FHA Mortgage Insurance or VA Loan Guaranty Agreement or the USDA guaranty, as applicable, in force and effect, and, if an Early Buyout Mortgage Loan, shall have been part of a Ginnie Mae pool and satisfy Ginnie Mae’s delinquency and modification criteria for repurchase of Mortgage Loans;

(vii)if such Mortgage Loan is a Government Loan, such Mortgage Loan has not had a claim rejected by HUD, VA or USDA for any reason which impairs the FHA Mortgage Insurance or VA Loan Guaranty Agreement or the USDA guaranty, as applicable, which results in a loss in any portion of the principal balance of the related Mortgage Loan;

(viii)such Mortgage Loan is not a Mortgage Loan which was assumed by a new Mortgagor after becoming subject to a Transaction hereunder; and

(ix)with respect to any New Origination Mortgage Loan:

(A)except as otherwise approved in writing by Buyer, the FICO score of the Mortgagor in respect of such New Origination Mortgage Loan is no lower than the minimum FICO score permitted under the applicable Agency’s Underwriting Guidelines;

(B)if such New Origination Mortgage Loan is a Government Loan (other than a Non-Owner Occupied GSE Loan) with an LTV in excess of 90%, such Mortgage Loan has a FICO score of 620 or greater; and

(C)the Mortgagor of such Non-Owner Occupied GSE Loan does not have a FICO score below the minimum FICO score permitted under the applicable Agency’s Underwriting Guidelines;

(D)the LTV of such New Origination Mortgage Loan does not exceed the maximum ratio permitted under the applicable Agency’s Underwriting Guidelines;

(E)such New Origination Mortgage Loan does not have an LTV in excess of 100%; and

(F)such Non-Owner Occupied GSE Loan does not have an LTV or CLTV in excess of 90%.

“Eligible Participation Interest” shall mean a Participation Interest issued by Nationstar Servicer that is acceptable to Buyer in its sole and absolute discretion at the time Buyer enters

into the Transaction, and thereafter, any such Eligible Participation Interest shall remain an Eligible Participation Interest only so long as it satisfies the criteria set forth below:

(i)there is not a material breach of a representation and warranty set forth on Schedule 1-E hereto with respect to such Participation Interest;

(ii)such Participation Interest has been issued pursuant to the Participation Agreement, as approved by Buyer in its sole and absolute discretion, that has not been amended except in accordance with the Participation Agreement; and

(iii)such Participation Interest represents a 100% participation interest in the Underlying Mortgage Loans.

“Eligible REO Property” shall mean an Early Buyout Mortgage Loan that was an Eligible Mortgage Loan converted to an Underlying REO Property that satisfies the criteria set forth below:

(ii)there is not a material breach of a representation and warranty set forth on Schedule 1-A hereto with respect to such Underlying REO Property;

(x)legal title to such Underlying REO Property is in the name of Nationstar Servicer as Nominee for REO Subsidiary; and

(xi)such Underlying REO Property has not had a claim rejected by HUD, VA or USDA for any reason which impairs the FHA Mortgage Insurance or VA Loan Guaranty Agreement or the USDA guaranty, as applicable, which results in a loss in any portion of the principal balance of the related Mortgage Loan.

“Eligible REO Subsidiary Interest” shall mean an REO Subsidiary Interest issued by the REO Subsidiary that is acceptable to Buyer in its sole and absolute discretion at the time Buyer enters into the Transaction, and thereafter, any such Eligible REO Subsidiary Interest shall remain an Eligible REO Subsidiary Interest only so long as it satisfies the criteria set forth below:

(i)there is not a material breach of a representation and warranty set forth on Schedule 1-C hereto with respect to such REO Subsidiary Interest;

(ii)such REO Subsidiary Interest has been issued pursuant to the REO Subsidiary Agreement, as approved by Buyer in its sole and absolute discretion, that has not been amended except in accordance with this Agreement; and

(iii)such REO Subsidiary Interest represents 100% interest in the REO Subsidiary.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time and any successor thereto, and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” shall mean any Person which, together with Seller or Guarantor is treated, as a single employer under Section 414(b) or (c) of the Code or solely for purposes of Section 302 of ERISA and Section 412 of the Code is treated as a single employer described in Section 414(b), (c), (m), or (o) of the Code.

“Event of Default” shall have the meaning set forth in Section 15 hereof.

“Event of ERISA Termination” shall mean (i) with respect to any Plan, the occurrence of a Reportable Event, or (ii) the withdrawal of Seller, Guarantor or any ERISA Affiliate thereof from a Plan during a plan year in which it is a substantial employer, as defined in Section 4001(a)(2) of ERISA, or (iii) the failure by Seller, Guarantor or any ERISA Affiliate thereof to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA with respect to any Plan, including the failure to make on or before its due date a required installment under Section 430(j) of the Code or Section 303(j) of ERISA, or (iv) the distribution under Section 4041 of ERISA of a notice of intent to terminate any Plan or any action taken by Seller, Guarantor or any ERISA Affiliate thereof to terminate any Plan, or (v) the failure to meet the requirements of Section 436 of the Code with respect to any Plan resulting in the loss of qualified status under Section 401(a)(29) of the Code, or (vi) the institution by the PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or (vii) the receipt by Seller, Guarantor or any ERISA Affiliate thereof of a notice from a Multiemployer Plan that action of the type described in the previous clause (vi) has been taken by the PBGC with respect to such Multiemployer Plan, or (viii) any event or circumstance exists which may reasonably be expected to constitute grounds for Seller, Guarantor or any ERISA Affiliate thereof to incur liability under Title IV of ERISA (other than for PBGC premiums) or under Sections 412(b) or 430(k) of the Code with respect to any Plan.

“Exception” shall have the meaning set forth in the applicable Custodial Agreement.

“Excess Margin Notice” shall have the meaning set forth in Section 5(e) hereof.

“Excess Unfunded Purchase Price” shall have the meaning set forth in Section 5(d) hereof.

“Excess Unfunded Purchase Price Notice” shall have the meaning set forth in Section 5(d) hereof.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Expenses” shall mean all present and future reasonable and documented out-of-pocket expenses incurred by or on behalf of Buyer in connection with this Agreement or any of the other Facility Documents and any amendment, supplement or other modification or waiver related hereto or thereto, whether incurred heretofore or hereafter, which expenses shall include the cost of title, lien, judgment and other record searches; attorneys’ fees; and costs of preparing and recording any UCC financing statements or other filings necessary to perfect the security interest created hereby.

“Facility Documents” shall mean this Agreement, the Pricing Side Letter, the Guaranty, each Custodial Agreement, the Servicing Agreement, the Servicer Notice, if any, the Netting Agreement, the Verification Agent Agreement, the Participation Agreement, the Electronic Tracking Agreement, the Collection Account Control Agreement, the Reserve Account Control Agreement, the Operating Account Control Agreement, the Joint Securities Account Control Agreement, the Intercreditor Agreement and the Power of Attorney for each Seller Party and Guarantor.

“Facility Pool” shall mean, as of any date of determination, all Transactions and the related Underlying Assets that are not allocated at such time to a Discrete Pool.

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement, any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any intergovernmental agreement entered into in connection with the implementation of the foregoing express provisions of the

Code and any fiscal or regulatory legislation or rules adopted pursuant to such intergovernmental agreement

“Fannie Mae” shall mean the Federal National Mortgage Association, or any successor thereto.

“FCPA” shall mean the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

“FDICIA” shall mean Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991, as amended.

“FDIA” shall mean the Federal Deposit Insurance Act, as amended.

“FHA” shall mean the Federal Housing Administration, an agency within HUD, or any successor thereto, and including the Federal Housing Commissioner and the Secretary of HUD where appropriate under the FHA Regulations.

“FHA Account” shall mean the meaning set forth in Section 32(a)(ii) hereof.

“FHA Assets” shall mean, individually or collectively, as the context may require, FHA Loans and Underlying REO Properties related thereto.

“FHA LEAP System” shall mean FHA’s Lender Electronic Assessment Portal, together with any successor FHA electronic access portal.

“FHA Loan” shall mean a Mortgage Loan which is the subject of an FHA Mortgage Insurance Contract.

“FHA Loss Rate Trigger” shall have the meaning set forth in the Pricing Side Letter.

“FHA Mortgage Insurance” shall mean, mortgage insurance authorized under the National Housing Act, as amended from time to time, and provided by the FHA.

“FHA Mortgage Insurance Contract” shall mean the contractual obligation of the FHA respecting the insurance of a Mortgage Loan.

“FHA Regulations” shall mean the regulations promulgated by HUD under the National Housing Act, as amended from time to time and codified in 24 Code of Federal Regulations, and other HUD issuances relating to FHA Loans, including the related handbooks, circulars, notices and mortgagee letters.

“FICO” shall mean Fair Isaac & Co., or any successor thereto.

“Fidelity Insurance” shall mean insurance coverage with respect to employee errors, omissions, dishonesty, forgery, theft, disappearance and destruction, robbery and safe burglary, property (other than money and securities) and computer fraud in an aggregate amount acceptable to the applicable Agency.

“Financial Statements” shall mean the consolidated financial statements of Seller prepared in accordance with GAAP for the year or other period then ended. Such financial statements will be audited, in the case of annual statements, by such independent certified public accountants approved by Buyer (which approval shall not be unreasonably withheld).

“Freddie Mac” shall mean the Federal Home Loan Mortgage Corporation or any successor thereto.

“Funds” shall have the meaning set forth in Section 32(b)(i) hereof.

“GAAP” shall mean generally accepted accounting principles in the United States of America, applied on a consistent basis and applied to both classification of items and amounts, and shall include the official interpretations thereof by the Financial Accounting Standards Board, its predecessors and successors.

“Ginnie Mae” shall mean the Government National Mortgage Association and any successor thereto.

“GLB Act” shall mean the Gramm-Leach-Bliley Act, as amended.

“Government Loan” shall mean a Mortgage Loan that is an FHA Loan, a VA Loan or a USDA Loan.

“Governmental Authority” shall mean any nation or government, any state, county, municipality or other political subdivision thereof or any governmental body, agency, authority, department or commission (including any taxing authority) or any instrumentality or officer of any of the foregoing (including any court or tribunal) exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation, partnership or other entity directly or indirectly owned by or controlled by the foregoing.

“Governmental Order” shall have the meaning set forth in Section 33(a) hereof.

“Guarantee” shall mean, as to any Person, any obligation of such Person directly or indirectly guaranteeing any Indebtedness of any other Person or in any manner providing for the payment of any Indebtedness of any other Person or otherwise protecting the holder of such Indebtedness against loss (whether by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, or to take-or-pay or otherwise); provided that the term “Guarantee” shall not include (a) endorsements for collection or deposit in the ordinary course of business or (b) obligations to make servicing advances for delinquent taxes and insurance or other obligations in respect of a Mortgage Loan or Mortgaged Property. The amount of any Guarantee of a Person shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith. The terms “Guarantee” and “Guaranteed” used as verbs shall have correlative meanings.

“Guarantor” shall mean Nationstar Mortgage LLC and/or any successor in interest thereto.

“Guaranty” shall mean that certain Guaranty, dated as of the date hereof, executed by Guarantor in favor of the Buyer, as the same may be amended, supplemented or otherwise modified from time to time.

“Haircut Amount” shall have the meaning set forth in Section 10(d) hereof.

“High Cost Mortgage Loan” shall mean a Mortgage Loan classified as (a) a “high cost” loan under the Home Ownership and Equity Protection Act of 1994, as amended; (b) a “high cost,” “high risk,” “high rate,” “threshold,” “covered,” or “predatory” loan under any other applicable state, federal or local law (or a similarly classified loan using different terminology

under a law, regulation or ordinance imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees) or (c) having a percentage listed under the Indicative Loss Severity Column (the column that appears in the S&P Anti-Predatory Lending Law Update Table, included in the then-current S&P’s LEVELS® Glossary of Terms on Appendix E), or (d) contains any term or condition, or involves any loan origination practice, that has been defined as “predatory” under any applicable state, federal or local law.

“HUD” shall mean the Department of Housing and Urban Development.

“Income” shall mean all principal and interest received with respect to the Purchased Assets, Underlying Mortgage Loans and Underlying REO Property, including all sale, refinance or Liquidation Proceeds (excluding proceeds relating to origination fees or gain-on-sale), insurance proceeds of any kind, including FHA insurance payments (including debenture interest) or VA guarantee payments or USDA payments, all interest payments, dividends or other distributions payable thereon, all reimbursement payments or collections of Servicing Advances related to Early Buyout Mortgage Loans, but excluding, for the avoidance of doubt, any amounts a Servicer (other than Nationstar Servicer) is entitled to retain pursuant to the applicable Servicing Agreement and any amounts related to escrow payments.

“Indebtedness” shall mean, with respect to any Person: (a) obligations created, issued or incurred by such Person for borrowed money (whether by loan, the issuance and sale of debt securities or the sale of Property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such Property from such Person); (b) obligations of such Person to pay the deferred purchase or acquisition price of Property or services, other than trade accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of business so long as such trade accounts payable are payable within 90 days of the date the respective goods are delivered or the respective services are rendered; (c) Indebtedness of others secured by a Lien on the Property of such Person, whether or not the respective Indebtedness so secured has been assumed by such Person; (d) obligations (contingent or otherwise) of such Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for the account of such Person; (e) Capital Lease Obligations of such Person; (f) obligations of such Person under repurchase agreements, sale/buy-back agreements or like arrangements; (g) Indebtedness of others Guaranteed by such Person; (h) all obligations of such Person incurred in connection with the acquisition or carrying of fixed assets by such Person; and (i) Indebtedness of general partnerships of which such Person is a general partner and (j) any other indebtedness of such Person by a note, bond, debenture or similar instrument; provided, that “Indebtedness” shall not include Non-Recourse Debt.

“Indemnified Party” shall have the meaning set forth in Section 18 hereof.

“Insolvency Event” shall mean, for any Person:

(iii)that such Person shall discontinue or abandon operation of its business; or

(xii)that such Person shall fail generally to, or admit in writing its inability to, pay its debts as they become due; or

(xiii)a proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect of such Person in an involuntary case under any applicable bankruptcy, insolvency, liquidation, reorganization or other similar law now or hereafter in effect, or for the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of such Person, or for any substantial part of its property, or the winding-up or liquidation of such Person’s business and (A) such case

or proceeding shall continue undismissed and unstayed and in effect for a period of sixty (60) days or (B) an order for relief in respect of such Person shall be entered in such case or proceeding under such laws or a decree or order granting such other requested relief shall be granted; or

(xiv)the commencement by such Person of a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or such Person’s consent to the entry of an order for relief in an involuntary case under any such laws, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of such Person, or for any substantial part of its property, or any general assignment for the benefit of creditors.

“Intercreditor Agreement” shall mean that certain Second Amended and Restated Intercreditor Agreement, dated as of November 9, 2015, by and among Nationstar Mortgage LLC, Buyer and other parties thereto, as the same may be amended, restated, supplemented or otherwise modified, from time to time.

“Investment Company Act” shall mean the Investment Company Act of 1940, as amended, including all rules and regulations promulgated thereunder.

“Joint Securities Account Control Agreement” shall mean that certain Second Amended and Restated Joint Account Control Agreement, dated as of November 9, 2015, by and among Nationstar Mortgage LLC, Buyer and other parties thereto, as the same may be amended, restated, supplemented or otherwise modified, from time to time.

“Lien” shall mean any lien, claim, charge, restriction, pledge, security interest, mortgage, deed of trust or other encumbrance.

“Liquidation Proceeds” shall mean, with respect to an Underlying Mortgage Loan or Underlying REO Property, all cash amounts received by the Servicer in connection with: (i) FHA Mortgage Insurance coverage, VA Loan Guaranty Agreement coverage or USDA guaranty coverage, (ii) the liquidation of the related Mortgaged Property or other collateral constituting security for such Underlying Mortgage Loan or Underlying REO Property, through trustee’s sale, foreclosure sale, disposition or otherwise, exclusive of any portion thereof required to be released to the related Mortgagor, and (iii) if applicable, the realization upon any deficiency judgment obtained against a Mortgagor.

“Litigation Threshold” shall have the meaning set forth in the Pricing Side Letter.

“LTV” shall mean, with respect to any Mortgage Loan, the ratio of the current original outstanding principal amount of the Mortgage Loan to the lesser of (a) the Appraised Value of the Mortgaged Property at origination, (b) if the Mortgaged Property was purchased within twelve (12) months of the origination of the Mortgage Loan, the purchase price of the Mortgaged Property, or (c) the AVM or BPO Value.

“Margin” shall mean, with respect to each Underlying Asset, the amount by which the applicable Asset Value exceeds or is less than the related Purchase Price therefor.

“Margin Deficit” shall have the meaning set forth in Section 5(b) hereof.

“Margin Deficit Payment” shall have the meaning set forth in Section 5(b) hereof.

“Margin Excess” shall have the meaning set forth in Section 5(g) hereof.

“Margin Threshold” shall have the meaning set forth in the Pricing Side Letter.

“Market Value” shall have the meaning set forth in the Pricing Side Letter.

“Material Adverse Effect” shall mean a material adverse effect on (a) the Property, business, operations or financial condition of Seller, REO Subsidiary or Guarantor, when taken as a whole, (b) the ability of Seller, REO Subsidiary or Guarantor to perform its obligations under any of the Facility Documents to which it is a party, (c) the validity or enforceability of any of the Facility Documents or (d) the rights and remedies of Buyer or any Affiliate under any of the Facility Documents, in each case as determined by Buyer acting in its good faith discretion.

“Maximum Facility Amount” shall have the meaning set forth in the Pricing Side Letter.

“MERS” shall mean Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

“MERS System” shall mean the system of recording transfers of mortgages electronically maintained by MERS.

“Modification Early Buyout” shall mean a Mortgage Loan that has been purchased from an Agency Security guaranteed by Ginnie Mae due to modification of the original terms of the Mortgage Loan.

“Monthly Payment” shall mean the scheduled monthly payment of principal and interest on a Mortgage Loan.

“Moody’s” shall mean Moody’s Investor’s Service, Inc. or any successors thereto.

“Mortgage” shall mean each mortgage, assignment of rents, security agreement and fixture filing, or deed of trust, assignment of rents, security agreement and fixture filing, deed to secure debt, assignment of rents, security agreement and fixture filing, or similar instrument creating and evidencing a first lien on real property and other property and rights incidental thereto.

“Mortgage Finance Online” shall mean the website maintained by Buyer and used by Seller and Buyer to administer the Transactions, the notices and reporting requirements contemplated by the Facility Documents and other related arrangements.

“Mortgage Loan” shall mean any first lien, one- to four-family residential mortgage loan, in each case evidenced by and including a Mortgage Note and a Mortgage.

“Mortgage Note” shall mean the promissory note or other evidence of the Indebtedness of a Mortgagor secured by a Mortgage.

“Mortgaged Property” shall mean the residential one to four family real property securing repayment of the debt evidenced by a Mortgage Note.

“Mortgagor” shall mean the obligor or obligors on a Mortgage Note, including any Person who has assumed or guaranteed the obligations of the obligor thereunder.

“Multiemployer Plan” shall mean a “multiemployer plan” as defined in Section 3(37) of ERISA to which Seller, Guarantor or any ERISA Affiliate thereof contributes or is obligated to contribute or to which Seller, Guarantor or any ERISA Affiliate thereof contributed or was

obligated to contribute to within the preceding five (5) years, and which is covered by Title IV of ERISA.

“Nationstar Servicer” shall mean Nationstar Mortgage LLC, acting as Servicer in accordance with Section 19 hereof.

“Netting Agreement” shall mean that certain Second Amended and Restated Margin, Set-Off and Netting Agreement between Buyer and Guarantor, dated as of May 13, 2022, as the same may be amended, supplemented or otherwise modified from time to time.

“New Origination Mortgage Loan” shall mean an Underlying Mortgage Loan (i) that was underwritten in accordance with an Agency’s Underwriting Guidelines and otherwise satisfies all requirements for swap, purchase, insurance or guarantee by an Agency and (ii) for which the origination date is no earlier than, with respect to an Underlying Mortgage Loan originated by (x) Guarantor, thirty (30) days prior to the related Purchase Date, or (y) a third-party correspondent, sixty (60) days prior to the related Purchase Date.

“NMH” shall mean Nationstar Mortgage Holdings Inc.

“Nominee” shall mean Nationstar Servicer, or any successor nominee appointed by Buyer following a Termination Event or Event of Default.

“Non-Excluded Taxes” shall have the meaning set forth in Section 8(a) hereof.

“Non-Exempt Buyer” shall have the meaning set forth in Section 8(e) hereof.

“Non-Owner Occupied GSE Loan” shall mean an Underlying Mortgage Loan underwritten in accordance with the related Agency’s Underwriting Guidelines secured by a residential property which is (a) non-owner occupied and (b) used either (i) for business or investment purposes to the extent permitted and/or required pursuant to the related Agency’s Underwriting Guidelines or (ii) as a second home.

“Non-Recourse Debt” shall mean liabilities for which the assets securing such obligations are the only source of repayment.

“Obligations” shall mean (a) Seller’s obligation to pay the Repurchase Price on the Repurchase Date and other obligations and liabilities (including any fees payable to Buyer) of Seller to Buyer, arising under, or in connection with, the Facility Documents, whether now existing or hereafter arising; (b) any and all reasonable out-of-pocket sums paid by Buyer pursuant to the Facility Documents in order to preserve any Purchased Assets, Underlying Mortgage Loans, Underlying REO Property, or its interest therein; (c) in the event of any proceeding for the collection or enforcement of any of Seller’s Indebtedness, obligations or liabilities referred to in clause (a), the reasonable out-of-pocket expenses of retaking, holding, collecting, preparing for sale, selling or otherwise disposing of or realizing on any Purchased Asset, any Underlying Mortgage Loan or any Underlying REO Property, or of any exercise by Buyer or any Affiliate of Buyer of its rights under the Facility Documents, including reasonable and documented attorneys’ fees and disbursements and court costs; and (d) all of Seller’s indemnity obligations to Buyer pursuant to the Facility Documents.

“OFAC-administered sanctions” shall have the meaning set forth in Section 13(cc) hereof.

“Operating Account” shall mean the account established at Bank, into which the Seller shall deposit the Haircut Amount.

“Operating Account Control Agreement” shall mean a blocked account control agreement with respect to the Operating Account among Seller, Buyer, and the Bank in form and substance acceptable to Buyer in its good faith discretion, as the same may be amended from time to time.

“Other Connection Taxes” shall mean, with respect to Buyer, Taxes imposed as a result of a present or former connection between Buyer and the jurisdiction imposing such Tax (other than connections arising from Buyer having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Facility Document, or sold or assigned an interest in any Purchased Asset or Facility Document).

“Other Taxes” shall have the meaning set forth in Section 8(b) hereof.

“Participation Agreement” shall mean that certain Master Participation Agreement, dated as of May 17, 2019, by and among Nationstar Servicer and the Seller.

“Participation Certificate” shall mean the certificates evidencing 100% of the Participation Interests.

“Participation Interests” shall mean, with respect to an Underlying Mortgage Loan, all of the economic, beneficial and equitable ownership interests (together with the related Servicing Rights) therein pursuant to the Participation Agreement.

“Payment Account” shall have the meaning set forth in Section 10(a) hereof.

“Payment Date” shall mean the twenty-fourth (24th) day of each month, or if such date is not a Business Day, the next Business Day.

“PBGC” shall mean the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Periodic Advance Repurchase Payment” shall have the meaning set forth in Section 6(a).

“Performing Modification Early Buyout” shall mean a Modification Early Buyout (other than a partial claim loan) which (i) was not delinquent at the time of purchase from the related Agency Security, and (ii) is not a Non-Performing Asset at any time while subject to a Transaction hereunder (including on the related Purchase Date).

“Permitted Holders” shall mean Mr. Cooper Group, Inc. and any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, Mr. Cooper Group, Inc.  For purposes of this definition, the term “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Person” shall mean any individual, corporation, company, voluntary association, partnership, joint venture, limited liability company, trust, unincorporated association or government (or any agency, instrumentality or political subdivision thereof) including, but not limited to, Seller.

“Plan” shall mean, with respect to Seller and Guarantor, any employee pension benefit plan, as defined in Section 3(2) of ERISA that is or was at any time during the current year or immediately preceding five (5) years established, maintained or contributed to by Seller, Guarantor or any ERISA Affiliate thereof and that is covered by Title IV of ERISA, other than a Multiemployer Plan.

“Plan Assets” shall have the meaning set forth in Section 13(aa) hereof.

“Pool” shall mean a group of Transactions and the related Underlying Assets that are allocated to the Facility Pool or a Discrete Pool, as applicable.

“Pooled Loan” shall mean any (a) Mortgage Loan that is subject to a Transaction hereunder and is part of a pool of Mortgage Loans certified by the applicable Custodian to an Agency for the purpose of being sold to an Agency or swapped for an Agency Security backed by such pool, in each case, in accordance with the terms of guidelines issued by the applicable Agency, and (b) Agency Security to the extent received in exchange for, and backed by a pool of, Mortgage Loans subject to a Transaction hereunder.

“Pooling Addendum” shall mean an agreement between the Buyer and Seller which sets forth the terms and conditions for Transactions designated to any Discrete Pool which shall be substantially in the form of Exhibit H hereto.

“Pooling Documents” shall mean each of the original schedules, forms and other documents (other than the Mortgage Note) required to be delivered by or on behalf of Seller with respect to a Pooled Loan to the applicable Agency and/or the Buyer and/or the applicable Custodian, as further described in the related Custodial Agreement.

“Post-Default Rate” shall have the meaning set forth in the Pricing Side Letter.

“Power of Attorney” shall mean a power of attorney in the form set forth in Exhibit E hereto.

“Price Differential” shall mean, with respect to any Transaction hereunder as of any date, the aggregate amount obtained by multiplying daily application of the Pricing Rate (or, during the continuation of an Event of Default, the Post-Default Rate) for such Transaction and the Purchase Price for such Transaction, calculated daily, on a 360 day per year basis for the actual number of days during the period commencing on (and including) the Purchase Date or Purchase Price Increase Date for such Transaction and ending on (but excluding) the Repurchase Date or Purchase Price Decrease Date (reduced by any amount of such Price Differential previously paid by Seller to Buyer with respect to such Transaction).

“Pricing Rate” shall have the meaning set forth in the Pricing Side Letter.

“Pricing Side Letter” shall mean that certain letter agreement among Buyer, Seller Parties and Guarantor, dated as of the date hereof, as the same may be amended from time to time.

“Pricing Spread” shall have the meaning set forth in the Pricing Side Letter.

“Principal Payments” shall mean payments of principal, including full and partial prepayments, related to the Underlying Assets, remitted by Seller on the Payment Date.

“Property” shall mean any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

“Purchase Date” shall mean, with respect to each Transaction, the date on which each applicable Purchased Asset (other than REO Subsidiary Interests, which are pledged by Seller to Buyer hereunder) is sold by Seller to Buyer hereunder or a Purchase Price Increase Date.

“Purchase Price” shall have the meaning set forth in the Pricing Side Letter.

“Purchase Price Decrease” shall mean a decrease in the Purchase Price for the (a) REO Subsidiary Interests related to the removal of an Underlying REO Property from the REO Subsidiary or (b) for the Participation Interests related to the removal of an Underlying Mortgage Loan allocated to the Participation Interest, in each case, to which such portion of the Purchase Price is allocated.

“Purchase Price Decrease Date” shall mean the date upon which the Buyer and the Seller effectuate a Purchase Price Decrease.

“Purchase Price Increase” shall mean an increase in the Purchase Price for (a) the Participation Interests based upon Nationstar Servicer allocating additional Underlying Mortgage Loans to the Participation Interests or (b) the REO Subsidiary Interests based upon Nationstar Servicer conveying additional Underlying REO Properties to the REO Subsidiary, in each case, to which such portion of the Purchase Price is allocated, as requested by Seller pursuant to Section 3(b) hereof. The allocation of Underlying Mortgage Loans to the Participation Interests and corresponding increase in value of the Participation Interests shall be used to determine a Purchase Price Increase with respect to such Participation Interests pursuant to the definition of Purchase Price and the conveyance of additional Underlying REO Property to the REO Subsidiary and corresponding increase in value of the REO Subsidiary Interests shall be used to determine a Purchase Price Increase with respect to such REO Subsidiary Interests pursuant to the definition of Purchase Price, in each case, as further set forth in Section 3(b) hereof, and such Purchase Price Increase shall be added to the Purchase Price with respect to Participation Interests or REO Subsidiary Interests, as applicable, for purposes of determining the outstanding Purchase Price hereunder.

“Purchase Price Increase Date” shall mean the date on which a Purchase Price Increase is made.

“Purchase Price Percentage” shall have the meaning set forth in the Pricing Side Letter.

“Purchased Asset” shall mean, individually or collectively as the context may require, the Participation Interests and the REO Subsidiary Interests, transferred by Seller to Buyer in a Transaction hereunder as evidenced by a Confirmation and/or a Trust Receipt and not subsequently repurchased. For the sake of clarity, notwithstanding that (a) the REO Subsidiary Interests are pledged, and not sold, to Buyer hereunder and (b) the Underlying Assets are pledged, and not sold to Buyer hereunder, such REO Subsidiary Interests and such Underlying Assets for which Buyer has paid a Purchase Price will nevertheless be referred to herein as Purchased Assets.

“Records” shall mean all instruments, agreements and other books, records, and reports and data generated by other media for the storage of information maintained by Seller, Nationstar Servicer or any other Person with respect to any Eligible Asset subject to any Transaction.

“Register” shall have the meaning set forth in Section 23(b) hereof.

“Regulations T, U or X” shall mean Regulations T, U or X of the Board of Governors of the Federal Reserve System (or any successor), as the same may be modified and supplemented and in effect from time to time.

“REO Property” shall mean a Mortgaged Property acquired through foreclosure or by deed in lieu of foreclosure with respect to any Mortgage Loan that has been pledged to Buyer pursuant to a Transaction that has not been released.

“REO Subsidiary” shall have the meaning set forth in the recitals hereof.

“REO Subsidiary Agreement” shall mean the organizing documents governing REO Subsidiary as contemplated by this Agreement.

“REO Subsidiary Certificate” shall mean the certificates evidencing 100% of the REO Subsidiary Interests.

“REO Subsidiary Interest” shall mean the Capital Stock of the REO Subsidiary and the beneficial interests in the Underlying REO Properties represented thereby.

“Reportable Event” shall mean any of the events set forth in Section 4043(c) of ERISA other than an event for which the thirty (30) day notice period is waived by PBGC regulations.

“Reporting Date” shall mean one (1) Business Day prior to the Payment Date by no later than 4:00 p.m. (New York time) on such date, or if such date is not a Business Day, the prior Business Day.

“Repurchase Assets” shall have the meaning provided in Section 9(a) hereof.

“Repurchase Date” shall mean the date on which Seller is to repurchase the Purchased Assets or obtain the release of Underlying Mortgage Loans or Underlying REO Properties subject to a Transaction from Buyer as specified in the applicable Pooling Addendum, or if such Transaction is not subject to the Pooling Addendum, as so specified in the related Confirmation, or if not so specified on a date requested pursuant to Section 4(e) or on the Termination Date, including any date determined by application of the provisions of Sections 4 or 16, or the date identified to Buyer by Seller as the date that the related Purchased Asset, Underlying Mortgage Loan or Underlying REO Property is to be sold pursuant to a Take-out Commitment; provided that in no event shall the Repurchase Date with respect to any Repurchase Assets be later than the Termination Date.

“Repurchase Price” shall mean, with respect to any Purchased Asset, the price at which the Purchased Asset (including Underlying Assets supporting any Purchase Price) is to be transferred from Buyer to Seller (and with respect to the Underlying Assets released from the Lien by Buyer to Seller) upon termination of a Transaction, which will be determined in each case as the sum of the outstanding Purchase Price for such Purchased Asset and the accrued and unpaid Price Differential, each as of the date of such determination.

“Requirement of Law” shall mean 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, regulation, procedure 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” shall mean the account established at the Bank pursuant to Section 6(b) hereof and subject to a Reserve Account Control Agreement.

“Reserve Account Control Agreement” shall mean a “shifting control” account control agreement with respect to the Reserve Account among Guarantor, Buyer, and the Bank in form and substance acceptable to Buyer, as the same may be amended from time to time.

“Reserve Account Required Balance” shall have the meaning set forth in the Pricing Side Letter.

“Responsible Officer” shall mean, as to any Person, the chief executive officer or, with respect to financial matters, the chief financial officer of such Person.

“RHS” shall mean Rural Housing Services.

“S&P” shall mean Standard & Poor’s Ratings Services, or any successor thereto.

“Sanctioned Country” shall mean, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea and Syria).

“Sanctioned Person” shall mean, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, by the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).

“Sanctions” shall mean all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.

“SEC” shall mean the Securities and Exchange Commission.

“Section 8 Certificate” shall have the meaning set forth in Section 8(e)(ii) hereof.

“Securities Issuance Failure” shall mean the failure of a pool of Pooled Loans to back the issuance of an Agency Security.

“Seller” shall have the meaning set forth in the preamble hereto.

“Seller Parties” shall have the meaning set forth in the preamble hereto.

“Seller Purchased Items” shall have the meaning set forth in Section 9(a) hereof.

“Servicer” shall mean either (i) Nationstar Servicer or (ii) any other servicer approved by Buyer in its sole discretion or otherwise appointed by Buyer pursuant to Section 32 hereof in its capacity as servicer under the Servicing Agreement.

“Servicer Notice” shall mean the notice acknowledged by each Servicer (other than Nationstar Servicer) in form and substance acceptable to Buyer.

“Servicing Advances” shall mean any advances (including existing delinquency advances, Corporate Advances and all future Corporate Advances) by the Servicer, which advances shall be owned by the owner of the Eligible Asset, and to the extent first advanced by Servicer shall be reimbursed by the owner of the Eligible Asset pursuant to the terms of the Servicing Agreement. For the avoidance of doubt, the rights of Servicer to reimbursement are a

contract right derived solely from the Servicing Agreement and shall be subordinated to the rights of Seller and REO Subsidiary as owner of the related Eligible Assets and Buyer as the buyer hereunder.

“Servicing Agreement” shall mean any servicing agreement entered into among Seller Parties and a Servicer, as each may be amended from time to time of which Buyer has approved and with respect to which Buyer shall be an intended third party beneficiary.

“Servicing File” shall mean, with respect to each Underlying Mortgage Loan and Underlying REO Property, the file retained by the Servicer consisting of all documents that a prudent servicer would customarily have, including copies (electronic or otherwise) of the Asset Documents, and all documents necessary to document and service the Underlying Mortgage Loans and Underlying REO Property in accordance with Accepted Servicing Practices.

“Servicing Records” shall mean, with respect to each Underlying Mortgage Loan and each Underlying REO Property all servicing records, any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Underlying Mortgage Loans or Underlying REO Properties, as applicable.

“Servicing Rights” shall mean contractual, possessory or other rights to administer or service an Underlying Mortgage Loan or Underlying REO Property that underlies an REO Subsidiary Interest subject to an outstanding Transaction hereunder or to possess related Servicing Records. The parties hereto acknowledge that servicing rights and Servicing Records with respect to the Underlying Mortgage Loans or Underlying REO Property serviced by Servicer have been conveyed to the Buyer together with the related Underlying Mortgage Loan or Underlying REO Property and, as such, the Underlying Mortgage Loans or Underlying REO Properties are conveyed on a “servicing released” basis.

“Simultaneously Funded Transaction” shall mean the purchase of any Modification Early Buyout by Seller that is to be simultaneously funded by Buyer.

“SIPA” shall mean the Securities Investor Protection Act of 1970, as amended.

“Subsidiary” shall mean, with respect to any Person, any corporation, partnership or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, partnership or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

“Take-out Commitment” shall mean a commitment of Nationstar Servicer to either (a) sell one or more identified Underlying Mortgage Loans to a Take-out Investor or (b) (i) swap one (1) or more identified Underlying Mortgage Loans with a Take-out Investor that is the applicable Agency for an Agency Security, and (ii) sell the related Agency Security to a Take-out Investor, and in each case, the corresponding Take-out Investor’s commitment back to Nationstar Servicer to effectuate any of the foregoing, as applicable. With respect to any Take-out Commitment with the applicable Agency, the applicable agency documents shall list Buyer as sole subscriber.

“Take-out Investor” shall mean (i) an Agency, (ii) other institution which has made a Take-out Commitment, with respect to Agency Securities, and settles such Agency Securities through the Mortgage-Backed Securities Clearing Corporation or the Fixed Income Clearing Corporation, or (iii) any third-party that is not an Affiliate of the Seller Parties which has made a Take-out Commitment for the purchase of Underlying Mortgage Loans; provided that to the extent Underlying Assets are sent pursuant to a bailee letter with a third party bailee that is not a nationally known bank who will hold the files for the Take-out Investor prior to purchase, such third party bailee must be approved by Buyer in its reasonable discretion.

“Tax” and “Taxes” shall have the meaning set forth in Section 8(a) hereof.

“Termination Date” shall have the meaning set forth in the Pricing Side Letter.

“Termination Event” shall have the meaning set forth in Section 17 hereof.

“Trade Assignment” shall mean an assignment by Seller to Buyer of a forward trade between a Take-out Investor and Seller with respect to an Agency Security related to Pooled Loans substantially in the form of Exhibit G hereto.

“Trailing Documentation Modification Loan” shall mean, with respect to a Modification Early Buyout, a Mortgage Loan for which the original Mortgage Note has been delivered to the applicable Custodian on or prior to the related Purchase Date but the remaining Asset Documents for such Mortgage Loan will be delivered after the related Purchase Date.

“Transaction” shall have the meaning set forth in Section 1 hereof.

“Transaction Request” shall mean a request from Seller to Buyer to enter into a Transaction (including a Purchase Price Increase), setting forth the proposed terms for such Transaction and in form and substance acceptable to Buyer.

“Trust Receipt” shall have the meaning set forth in the applicable Custodial Agreement.

“Uncommitted Amount” shall have the meaning set forth in the Pricing Side Letter.

“Underlying Asset” shall mean, collectively, the Underlying Mortgage Loans and Underlying REO Properties.

“Underlying Mortgage Loan” shall mean a Mortgage Loan the legal title of which is owned by Nationstar Servicer and allocated to the Participation Interest.

“Underlying REO Property” shall mean real estate owned property, including the related Asset File, 100% of the beneficial interest in which is represented by an REO Subsidiary Interest pledged by Seller to Buyer in an outstanding Transaction.

“Underwriting Guidelines” shall mean the underwriting guidelines of the applicable Agency, FHA, VA and USDA, as applicable.

“Uniform Commercial Code” and “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided that if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the security interest in any Repurchase Assets or the continuation, renewal or enforcement thereof is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in such

other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection.

“USB Custodial Agreement” shall mean that certain Custodial Agreement, dated as of May 17, 2019, among Guarantor, Buyer and U.S. Bank National Trust Association, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“USDA” shall mean the United States Department of Agriculture or any successor thereto.

“USDA Account” shall mean the meaning set forth in Section 32(a)(iv) hereof.

“USDA Assets” shall mean, individually or collectively, as the context may require, USDA Loans and Underlying REO Properties related thereto.

“USDA Loan” shall mean a first lien Mortgage Loan originated in accordance with the criteria in effect at the time of origination and established by and guaranteed by the USDA.

“USDA Regulations” shall mean the regulations promulgated by the USDA under the Helping Families Save Their Homes Act of 2009, as amended from time to time and codified in 7 Code of Federal Regulations, and other USDA issuances relating to USDA Loans, including the related handbooks, circulars, notices and mortgagee letters.

“VA” shall mean the U.S. Department of Veterans Affairs, an agency of the United States of America, or any successor thereto including the Secretary of Veterans Affairs.

“VA Account” shall have the meaning set forth in Section 32(a)(iii) hereof.

“VA Loan” shall mean a Mortgage Loan which is subject of a VA Loan Guaranty Agreement as evidenced by a loan guaranty certificate, or a Mortgage Loan which is a vendor loan sold by the VA.

“VA Loan Guaranty Agreement” shall mean the obligation of the United States to pay a specific percentage of a Mortgage Loan (subject to a maximum amount) upon default of the Mortgagor pursuant to the Servicemen’s Readjustment Act, as amended.

“VA Regulations” shall mean the regulations promulgated by VA and codified in 38 Code of Federal Regulations, and other VA issuances relating to VA Loans, including the related handbooks, circulars, notices and mortgagee letters.

“Verification Agent” shall mean Phoenix Collateral Advisors, LLC and any successor thereto under the Verification Agent Agreement.

“Verification Agent Agreement” shall mean the verification agent agreement, dated as of the date hereof, among Seller Parties, Servicer, Buyer and Verification Agent.

“Wet-Ink Delivery Date” shall have the meaning set forth in the Pricing Side Letter.

“Wet-Ink Mortgage Loan” shall mean a New Origination Mortgage Loan (a) which Seller is making subject to a Transaction simultaneously with the origination thereof; (b) for which the complete Asset File is in the possession of a title agent, or a closing attorney; and (c) for which the Mortgage Note shall be delivered to the Custodian on or prior to the Wet-Ink Delivery Date.

“Wet-Ink Transactions” shall mean Transactions the subject of which are Wet-Ink Mortgage Loans.

Section 4.Committed Amount; Uncommitted Amount; Initiation; Termination. Subject to the terms and conditions set forth herein, Buyer agrees that it will, with respect to the Committed Amount, and may in its sole discretion with respect to the Uncommitted Amount, enter into Transactions with Seller from time to time prior to the occurrence and continuance of an Event of Default. Buyer shall have the obligation to enter into Transactions up to the Committed Amount, subject to the terms and conditions set forth herein, but shall have no obligation to enter into Transactions with respect to the Uncommitted Amount. Unless otherwise agreed to between Buyer and Seller in writing, all Transactions shall be deemed to be first made against the Committed Amount and then the remainder, if any, against the Uncommitted Amount. Within the foregoing limits and subject to the terms and conditions set forth herein, Seller and Buyer may (with respect to the Uncommitted Amount) and shall (with respect to the Committed Amount) enter into Transactions. For the sake of clarity, Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction with respect to the Uncommitted Amount pursuant to this Agreement.

(a)Conditions Precedent to Initial Transaction. Buyer’s agreement to enter into the initial Transaction hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction, of the condition precedent that Buyer shall have received from Seller any fees and expenses payable hereunder, and all of the following documents, each of which shall be satisfactory to Buyer and its counsel in form and substance:

(i)Facility Documents. The Facility Documents, duly executed and delivered by the parties thereto.

(ii)Opinions of Counsel. Legal opinions of counsel relating to general corporate matters of the Seller Parties and Guarantor, including the enforceability of the Facility Documents and the Buyer’s security interest in the Repurchase Assets, application of the repo and securities contract safe harbors, the attachment and perfection of such security interest under the UCC, compliance with the Investment Company Act (indicating, among other things, that it is not necessary to register REO Subsidiary for express reasons other than the exemption provided by Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act);

(iii)Organizational Documents. A certificate of corporate existence of each Seller Party and Guarantor delivered to Buyer prior to the Effective Date and copies certified by an officer of each Seller Party or Guarantor, as applicable of the charter and by-laws (or equivalent documents) of such Seller Party and Guarantor and of all corporate or other authority for each Seller Party with respect to the execution, delivery and performance of the Facility Documents;

(iv)Good Standing Certificate. A copy of a good standing certificate from the jurisdiction of organization of each Seller Party and Guarantor, dated as of no earlier than the date ten (10) Business Days prior to the Effective Date;

(v)Incumbency Certificate. An incumbency certificate of an officer of each Seller Party and Guarantor, certifying the names, true signatures and titles of the representatives duly authorized to request transactions hereunder and to execute the Facility Documents;

(vi)Security Interest. Evidence that all actions necessary or, in the opinion of Buyer in its good faith discretion, desirable to perfect and protect Buyer’s

interest in the Purchased Assets and other Repurchase Assets have been taken, including performance of necessary UCC searches and filing of Uniform Commercial Code financing statements on Form UCC-1;

(vii)Insurance. Evidence that Guarantor has added Buyer as an additional loss payee under Guarantor’s Fidelity Insurance

(viii)REO Subsidiary Certificate and Participation Certificate. Seller shall have delivered the REO Subsidiary Certificate and the Participation Certificate, in each case, re-registered in the name of the Buyer; and

(ix)Other Documents. Such other documents as Buyer may reasonably request, in form and substance reasonably acceptable to Buyer.

(a)Conditions Precedent to all Transactions. Upon satisfaction of the conditions set forth in this Section 4(b), Buyer may enter into a Transaction with the Seller Parties. Buyer’s entering into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect thereto to the intended use thereof:

(xv)Confirmation. Buyer’s disbursement of the Purchase Price in connection with a Transaction Request shall be deemed Buyer’s agreement to fund and accept such Transaction Request, unless Buyer expressly notifies Seller Parties in writing to the contrary.

(xvi)Due Diligence Review. Without limiting the generality of Section 21 hereof, Buyer shall have completed, to its satisfaction, its due diligence review of the related Mortgage Loans and REO Property to confirm their eligibility hereunder and each Seller Party, Guarantor and the Servicers;

(xvii)No Default or Termination Event. No Default or Termination Event shall have occurred and be continuing under the Facility Documents;

(xviii)Representations and Warranties. Both immediately prior to the Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by each Seller Party and Guarantor in Section 13 hereof, shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);

(xix)Maximum Facility Amount. After giving effect to the requested Transaction, the aggregate outstanding Purchase Price for all Purchased Assets subject to then outstanding Transactions under this Agreement shall not exceed the Maximum Facility Amount;

(xx)No Margin Deficit. After giving effect to the requested Transaction,(a) the Funding Asset Value with respect to all Eligible Mortgage Loans subject to such Transaction exceeds the aggregate Purchase Price for such Transaction, and (b) the Asset Value of all Purchased Assets (including the Mortgage Loans related thereto) exceeds the aggregate Repurchase Price for such Transactions;

(xxi)Transaction Request. Delivery of a Transaction Request in accordance with Section 4(c) hereof.

(xxii)Delivery of Asset File. Nationstar Servicer shall have delivered to the applicable Custodian the Asset File with respect to the Underlying Assets related to each Purchased Asset and such Custodian shall have issued a Trust Receipt with respect to each such Purchased Asset to Buyer all in accordance with the related Custodial Agreement; provided, that with respect to the Asset Documents in connection with (a) a Trailing Documentation Modification Loan, Seller shall deliver such Asset Documents to such Custodian within seven (7) Business Days following the related Purchase Date (other than the Mortgage Note related to such Trailing Documentation Modification Loan, which shall be delivered on or prior to the related Purchase Date) and (b) a Wet-Ink Mortgage Loan, Seller shall deliver such Asset Documents to such Custodian no later than the Wet-Ink Delivery Date;

(xxiii)Fees and Expenses. Buyer shall have received all invoiced fees and expenses of counsel to Buyer as contemplated by the Pricing Side Letter and Section 18(b) hereof;

(xxiv)New Origination Maximum Purchase Price. With respect to any New Origination Mortgage Loans requested to be subject to a Transaction, after giving effect to the requested Transaction, the aggregate outstanding Purchase Price for all New Origination Mortgage Loans subject to then outstanding Transactions under this Agreement shall not exceed the New Origination Maximum Purchase Price;

(xxv)No Material Adverse Change. None of the following shall have occurred and/or be continuing:

(A)an event or events shall have occurred in the good faith determination of Buyer resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by securities or an event or events shall have occurred resulting in Buyer not being able to finance Purchased Assets, Underlying Mortgage Loans or Underlying REO Property through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or

(B)an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by mortgage loans or an event or events shall have occurred resulting in Buyer not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or

(C)reserved; or

(D)there shall have occurred (i) a material change in financial markets, an outbreak or escalation of hostilities or a material change in national or international political, financial or economic conditions; (ii) a general suspension of trading on major stock exchanges; or (iii) a disruption in or moratorium on commercial banking activities or securities settlement services.

(i)Reserved.

(i)Servicer Notices. To the extent not previously delivered and with respect to a Servicer (other than Nationstar Servicer), Seller shall have provided to Buyer a Servicer Notice in form and substance acceptable to Buyer, addressed to, agreed to and executed by Servicer, Seller and Buyer;

(xxvi)Reserved.

(xxvii)Certification by Seller. Each Transaction Request delivered by Seller hereunder shall constitute a certification by Seller that all the conditions set forth in this Section 4(b) (other than clauses (i), (ii), (vi), (vii), (viii), (x) and (xi) hereof) have been satisfied (both as of the date of such notice or request and as of Purchase Date).

(b)Initiation.

(x)With respect to Underlying Assets proposed to be subject to a Transaction, Seller shall deliver, or shall cause to be delivered (A) other than with respect to Simultaneously Funded Transactions and Wet-Ink Transactions, a Transaction Request and a preliminary Asset Schedule to Buyer on or prior to 12:00 p.m. two (2) Business Days prior to the Purchase Date or Purchase Price Increase Date and shall deliver, or shall cause to be delivered, a final Asset Schedule on or prior to 12:00 p.m. one (1) Business Day prior to the Purchase Date, and such Transaction Request shall include a preliminary Asset Schedule with respect to the Underlying Assets to be sold in such requested Transaction, (B) with respect to Simultaneously Funded Transactions, a Transaction Request and Asset Schedule on or prior to 10:00 a.m. (New York City time) on the related Purchase Date, and (C) with respect to Wet-Ink Transactions, (y) a Transaction Request and Asset Schedule to Buyer on or prior to 4:00 p.m. (New York City time) on the related Purchase Date and, (z) following receipt of preliminary approval of such Transaction Request from Buyer, such Transaction Request and Asset File to Buyer through Mortgage Finance Online and to Custodian, in each case on or prior to 5:00 p.m. (New York City time) on the related Purchase Date. Buyer shall have the right to review the information set forth on the Asset Schedule and the Underlying Assets proposed to be subject to a Transaction as Buyer determines during normal business hours. The terms of each Transaction shall be deemed confirmed by Buyer’s disbursement of the related Purchase Price in connection with the related Transaction Request with respect to such Underlying Assets. To the extent that there are any additional terms or terms that conflict with this Agreement, such terms shall be confirmed in writing by Buyer to Seller Parties. For the avoidance of doubt, all Transactions shall be deemed part of the Facility Pool unless allocated to a Discrete Pool as set forth in the related Pooling Addendum or in accordance with Section 3(g) below.

(xi)The Repurchase Date for each Transaction shall not be later than the Termination Date.

(xii)Subject to the terms and conditions of this Agreement, during such period Seller may sell, repurchase and resell Purchased Assets, Underlying Assets and Eligible Assets hereunder.

(xiii)No later than the date and time set forth in the applicable Custodial Agreement, Seller shall deliver to the related Custodian the Asset File pertaining to each Eligible Asset to be purchased by Buyer.

(xiv)Within seven (7) Business Days following the Purchase Date with respect to Wet-Ink Transactions, Seller shall take such steps as are necessary and appropriate to effect the transfer to Buyer on the MERS System of the applicable Underlying Mortgage Loans so purchased, and to cause Buyer to be designated as “Interim Funder” on the MERS System with respect to each such Underlying Mortgage Loan.

(xv)Subject to the conditions and provisions of this Section 4, the Purchase Price may then be made available to Seller (or, with respect to a Wet-Ink Mortgage Loan, to the designated Settlement Agent as Seller’s designee) by Buyer transferring, via wire transfer to the account designated by the Seller (or the designated Settlement Agent), in the aggregate amount of such Purchase Price in funds immediately available. The transfer of funds to a Settlement Agent on the Purchase Date for any Transaction will constitute full payment by Buyer of the Purchase Price for such Mortgage Loan to the extent that such Mortgage Loan is originated, and if not originated, such funds shall be remitted to Buyer on the same Business Day.

(c)Each Underlying Mortgage Loan subject to a Transaction hereunder that is an Early Buyout Mortgage Loan shall be subject to the following requirements. After an Early Buyout:

(xxviii)if such Underlying Mortgage Loan remains a defaulted mortgage loan, it shall become subject to an Agency Claim Process as appropriate. All Underlying Mortgage Loans subject to such Agency Claim Process shall designate the Nationstar Servicer on the applicable Agency electronic submission as payee. Upon receipt of proceeds, Nationstar Servicer shall transfer funds into the Collection Account within two (2) Business Days as more particularly set forth in Section 32 hereof; and

(xxix)if such Underlying Mortgage Loan becomes subject to foreclosure and/or conversion to Underlying REO Property, REO Subsidiary shall cause such real property to be taken by deed, or by means of such instruments as is provided by the Governmental Authority governing the transfer, or right to request transfer and issuance of the deed, or such instrument as is provided by the related Governmental Authority, or to be acquired through foreclosure sale in the jurisdiction in which the Underlying REO Property is located, in the name of the Nominee for the benefit of REO Subsidiary (the date on which any such event occurs, the “Conversion Date”). On the Conversion Date, (a) Seller shall (i) notify Buyer in writing that such Underlying Mortgage Loan has become an Underlying REO Property and the value attributed to such Underlying REO Property by Seller, (ii) deliver, or shall cause to be delivered, to Buyer and the applicable Custodian an Asset Schedule with respect to such Underlying REO Property, and (iii) be deemed to make the representations and warranties listed on Schedule 1-A hereto with respect to such Underlying REO Property; and (b) (i) such Underlying REO Property shall be deemed an Underlying REO Property owned by the REO Subsidiary hereunder and its Market Value shall be included in the Market Value of the REO Subsidiary Interests and (ii) to the extent that such conversion results in a Margin Deficit, Seller shall pay such amount in accordance with Section 5(b) hereof. In connection with any VA Loan, Seller shall obtain a BPO within thirty (30) calendar days following conversion thereof. Notwithstanding anything to the contrary herein, Buyer shall have a continuous Lien on the Mortgage Loan through foreclosure of such Underlying Mortgage Loan and the resulting Underlying REO Property and any transfer thereof shall, in all cases, be made subject to the Lien of Buyer.

(d)Repurchase.

(ii)Unless an Event of Default has occurred and is continuing, there is an outstanding Margin Deficit or any Default related to a nonpayment of any Obligation, Seller may, in its sole option, repurchase Purchased Assets or obtain the release of REO Properties without penalty or premium on any date. The Repurchase Price payable for the repurchase of any such Purchased Asset or release of REO Property shall be reduced as provided in Section 5(e) hereof. If Seller intends to make such a repurchase, Seller shall give prior written notice in the form of Exhibit F attached hereto to Buyer,

designating the Purchased Asset to be repurchased or REO Property to be released. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase Price for the designated Purchased Asset or Underlying Asset.

(iii)On the Repurchase Date, subject to Section 3(h) hereof, termination of the Transaction will be effected by reassignment to Seller or its designee of the Purchased Asset, Underlying Mortgage Loan or Underlying REO Property (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 6 hereof) against the simultaneous transfer of the Repurchase Price to an account of Buyer free and clear of any Liens created by or through Buyer. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset, Underlying Mortgage Loan or REO Property (but liquidation or foreclosure proceeds received by Buyer shall be applied to reduce the Repurchase Price for such Purchased Asset, Underlying Mortgage Loan or Underlying REO Property on each Payment Date except as otherwise provided herein). Seller is obligated to obtain the Asset Files from Buyer or its designee at Seller’s expense on the Repurchase Date and Buyer, upon request, shall instruct the applicable Custodian to return the Asset Files to Seller or its designee.

(iv)On the related Repurchase Date, Buyer shall be deemed to have simultaneously released its interest in the applicable Purchased Asset in each case without any further action by Buyer or any other Person.  To the extent any UCC financing statement filed against the Seller specifically identifies such Purchased Asset, upon Seller’s reasonable request, within a reasonable time frame, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from Buyer’s security interest therein.  Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer.

(e)Administration of the Benchmark.

(xxx)If prior to any Payment Date, Buyer determines in its sole discretion that, by reason of circumstances affecting the relevant market, (A) adequate and reasonable means do not exist for ascertaining the Benchmark, (B) the applicable Benchmark is no longer in existence, (C) continued implementation of the Benchmark is no longer administratively feasible or no significant market practice for the administration of the Benchmark exists, (D) the Benchmark will not adequately and fairly reflect the cost to Buyer of purchasing or maintaining Purchased Assets or (E) the administrator of the applicable Benchmark or a Governmental Authority having jurisdiction over Buyer has made a public statement identifying a specific date after which the Benchmark shall no longer be made available or used for determining the interest rate of loans, Buyer may give prompt notice thereof to Seller (each, a “Benchmark Replacement Event”), whereupon either (x) the rate that will replace the Benchmark for the accrual period immediately succeeding such Payment Date, and for all subsequent accrual periods until such notice has been withdrawn by Buyer, shall be the greater of (i) an alternative benchmark rate (including any mathematical or other adjustments to such benchmark rate (if any) incorporated therein) and (ii) zero, in lieu of the then-applicable Benchmark (any such rate, a “Benchmark Replacement Rate”), together with any proposed Benchmark Administration Changes, as determined by Buyer in its sole discretion, or (y) Seller may repurchase the Purchased Assets then subject to Transactions and terminate the Facility Documents without penalty or premium.

(xxxi)Subject to the following sentence, Buyer will have the right to make Benchmark Administration Changes from time to time with respect to the Benchmark (including any Benchmark Replacement Rate), and will promptly notify Seller of the effectiveness of any such changes. Any adoption of Benchmark Administration Changes and any determination of a Benchmark Replacement Rate shall be made by Buyer in a manner substantially consistent with market practice with respect to similarly situated counterparties with substantially similar assets in similar facilities; provided that the foregoing standard shall only apply to repurchase transactions that are under the supervision of Buyer’s investment bank New York mortgage finance business that administers the Transactions. Notwithstanding anything to the contrary herein or the other Facility Documents, any such Benchmark Administration Changes will become effective without any further action or consent of Seller or any other party to this Agreement or the other Facility Documents.

(f)Pooling Transactions.

(i)Transactions may only be allocated to one Pool at a time. At any time, the Buyer and Seller may mutually agree to allocate one or more Transactions and the related Underlying Assets to a Discrete Pool by entering into a Pooling Addendum. The Pooling Addendum shall specifically identify the Transactions and related Underlying Assets in such Discrete Pool. Except as set forth in Section 4(h) below, once a Transaction is designated to a Discrete Pool, it may not be reallocated to any other Pool. Unless otherwise specified in the related Pooling Addendum, the Transactions in such Discrete Pool shall be subject to the same terms and conditions set forth herein. Notwithstanding the foregoing, a Pooling Addendum may set forth additional terms in respect of the related Discrete Pool, including without limitation, a limit on the aggregate Purchase Price of Transactions which may be allocated to such Discrete Pool.

(ii)Unless an Event of Default has occurred and is continuing or there is an outstanding Margin Call, the Seller may cause the removal of Transactions from a Discrete Pool in connection with an optional repurchase described in Section 4(e)(i) hereof. Provided that no Event of Default has occurred and is continuing and there is no outstanding Margin Call, Transactions allocated to any Discrete Pool may be reallocated to the Facility Pool or to another Discrete Pool with the consent of Buyer in its good faith discretion; provided that Buyer shall not be required to consent to such a reallocation if Buyer has sold any participation which remains outstanding with respect to such Transactions.

(iii)Each Pooling Addendum shall designate a single Repurchase Date for all of the Transactions in such Discrete Pool.

(g)Rollover Transactions. On the scheduled Repurchase Date for any Transaction, if (x) such Repurchase Date occurs prior to the Termination Date, (y) the Seller elects not to repurchase such Transactions and (z) the conditions precedent to Transactions as set forth in Section 4(b) hereof are satisfied, a new Transaction shall be entered into with respect to the Underlying Asset(s) related to such Transaction and the Purchase Price paid by Buyer in respect thereof shall be used to repay the Repurchase Price of the then-maturing Transaction in full. Unless otherwise agreed to by the Buyer and Seller, each Transaction entered into pursuant to this Section 4(h) shall be designated to the Facility Pool subject to the same terms and conditions set forth herein, and the applicable Repurchase Date therefor shall initially be designated as the Termination Date.

Section 5.Margin Amount Maintenance; Determination of Asset Value.

(a)    Buyer shall determine the Asset Value (without duplication) of the Purchased Assets, Underlying Mortgage Loans and Underlying REO Property at such intervals as determined by Buyer in its sole discretion (which may be performed on a daily basis, at the Buyer’s good faith discretion).

(h)From time to time the Asset Value of all Purchased Assets or Underlying Assets subject to one or more Transactions may be less than the aggregate Purchase Price for all such Transactions (a “Margin Deficit”). If at any time a Margin Deficit exists with respect to (x) all Transactions related to Early Buyout Assets, or (y) all Transactions related to New Origination Assets, as applicable, and such Margin Deficit is greater than the applicable Margin Threshold, then Buyer may by notice to Seller (as such notice is more particularly set forth below, a “Margin Call”) require Seller to transfer to Buyer cash so that the aggregate Asset Value of the related Purchased Assets or Underlying Assets, including any such cash, will thereupon equal or exceed the aggregate Purchase Price for all Transactions related to such Purchased Assets or Underlying Assets (such transfer, a “Margin Deficit Payment”). If Buyer delivers a Margin Call to Seller on or prior to 10:00 a.m. on any Business Day, then Seller shall transfer cash to Buyer no later than 5:00 p.m. that same day. In the event Buyer delivers a Margin Call to Seller after 10:00 a.m. on any Business Day, Seller shall be required to transfer cash no later than 10:00 a.m. on the subsequent Business Day.

(i)Buyer’s election, in its sole and absolute discretion, not to make a Margin Call at any time there is a Margin Deficit in excess of the Margin Threshold shall not in any way limit or impair its right to make a Margin Call at any time a Margin Deficit in excess of the Margin Threshold exists.

(j)If at any time the Funding Asset Value of the Purchased Assets or an Underlying Asset subject to Transactions hereunder as of any date of determination exceeds the aggregate Purchase Price for all Transactions on account of Purchased Assets or the applicable Underlying Assets, plus accrued and unpaid Price Differential (an “Excess Unfunded Purchase Price”) by more than the applicable Margin Threshold, then Seller may, by prior written notice to Buyer (an “Excess Unfunded Purchase Price Notice”), require Buyer to remit such Excess Unfunded Purchase Price and such Excess Unfunded Purchase Price shall be added to the Purchase Price outstanding on a pro rata basis with respect to the applicable Underlying Assets. If Seller delivers an Excess Unfunded Purchase Price Notice to Buyer on or prior to 10:00 a.m. on any Business Day, then Buyer shall transfer such Excess Unfunded Purchase Price to Seller no later than 5:00 p.m. that same day. In the event Seller delivers an Excess Unfunded Purchase Price Notice to Buyer after 10:00 a.m. on any Business Day, Buyer shall be required to transfer such Excess Unfunded Purchase Price no later than 10:00 a.m. on the subsequent Business Day. Buyer shall not be obligated to remit Excess Unfunded Purchase Price to the extent (A) it would cause the outstanding Purchase Price to exceed the Maximum Facility Amount; (B) a Default has occurred and is continuing or would exist after such action by Buyer; (C) such action would be inconsistent with Buyer’s determination of Funding Asset Value in accordance with this Agreement; or (D) such action would cause a Margin Deficit.

(k)Any cash transferred to Buyer pursuant to Section 5(b) above shall be credited to the Repurchase Price of the related Transactions and any cash transferred from Buyer pursuant to Section 5(d) hereof shall be added to the Repurchase Price.

(l)Provided that no Event of Default has occurred and is continuing, Buyer may reallocate outstanding Purchase Price among some or all Underlying Assets subject to Transactions by reducing the Purchase Price in respect of any Underlying Assets having a deficit of Margin and increasing the Purchase Price in respect of any Underlying Assets having an excess of Margin (a “Margin Reallocation”). Any Margin Reallocation made by Buyer shall become effective (i) immediately, if no Margin Deficit exists following such Margin

Reallocation, or (ii) upon satisfaction of any Margin Deficit (via Margin Deficit Payment or pursuant to Section 6(c) hereof). For the avoidance of doubt, if a Margin Deficit exists or would exist following any Margin Reallocation, and such Margin Deficit (x) exceeds the applicable Margin Threshold and (y) remains uncured, then such Margin Reallocation will not become effective and Buyer shall adjust its books and records as if such Margin Reallocation had not occurred. Upon the effectiveness of any Margin Reallocation, the aggregate Purchase Price for any Pool may be deemed to be increased or decreased, as applicable.

(m)If at any time the aggregate Asset Value of all Purchased Assets and Underlying Assets (without duplication) subject to all Transactions is greater than the aggregate outstanding Purchase Price for all such Transactions (a “Margin Excess”), then Buyer may, to the extent such Margin Excess is being used to cover any payment that would otherwise be due from Seller or Guarantor (such amount, a “Governing Agreement Payment”) pursuant to a Governing Agreement (as defined in the Netting Agreement), remit additional Purchase Price (the “Additional Purchase Price”) in an amount equal to the lesser of (x) such Margin Excess and (y) the Governing Agreement Payment, which Additional Purchase Price is hereby authorized and directed by Seller to be remitted by Buyer or JPM Entity (as defined in the Netting Agreement), as applicable, to which such Governing Agreement Payment is due. Buyer shall not be obligated to remit any Additional Purchase Price in connection with a Margin Excess to the extent that (A) it would cause the outstanding Purchase Price for all Transactions to exceed the Maximum Purchase Price; (B) a Default has occurred and is continuing or would exist after such action by Buyer; (C) such action would be inconsistent with Buyer’s determination of Margin Excess in accordance with this Agreement; (D) such action would cause a Margin Deficit; or (E) it would be used for any purpose other than as a Governing Agreement Payment remitted to a JPM Entity.

Section 6.Accounts; Income Payments.

(a)    Notwithstanding that Buyer and Seller intend that the Transactions hereunder be sales to Buyer of the Purchased Assets (other than REO properties) for all purposes except accounting and tax purposes, Seller shall pay to Buyer the accreted value of the Price Differential (less any amount of such Price Differential previously paid by Seller to Buyer) plus the amount of any unpaid Margin Deficit (each such payment, a “Periodic Advance Repurchase Payment”) on each Payment Date. Notwithstanding the preceding sentence, if Seller fails to make all or part of the Periodic Advance Repurchase Payment by 4:00 p.m. on any Payment Date, the Pricing Rate shall be equal to the Post-Default Rate until the Periodic Advance Repurchase Payment is received in full by Buyer.

(n)Guarantor has established at the Bank and maintains a Reserve Account, in the form of a deposit account, titled “Nationstar Mortgage LLC, in trust for JPMorgan Chase Bank, National Association” and shall ensure at all times that such Reserve Account is subject to a Reserve Account Control Agreement. Seller shall cause Guarantor to maintain a balance in the Reserve Account at least equal to the Reserve Account Required Balance, which will be held as cash margin and additional collateral for all Obligations under this Agreement. Funds deposited in the Reserve Account may only be transferred in accordance with Section 6(c) hereof. Any interest on funds deposited in the Reserve Account shall be deposited in the Collection Account, subject to application pursuant to Section 6(c). Upon the Termination Date and the payment of all amounts due by the Seller to the Buyer hereunder, all amounts on deposit in the Reserve Account shall be remitted to or at the direction of the Seller. In the event that the amounts on deposit in the Collection Account are insufficient to cover the amounts due pursuant to Section 6(c)(i) through (iv), the Seller shall or shall cause Guarantor to withdraw from the Reserve Account the lesser of such deficiency and the amount on deposit in the Reserve Account for application against such amounts as more particularly described in Section 6(c) hereof.

(o)Seller shall, and shall cause Servicer to, hold for the benefit of, and in trust for, Buyer all Income received by or on behalf of Seller or the REO Subsidiary with respect to such Purchased Assets, Underlying Mortgage Loans and Underlying REO Property. Seller shall cause Servicer to deposit all such Income received on account of such Purchased Assets, Underlying Mortgage Loans and Underlying REO Property serviced or managed by Servicer in accordance with the applicable Servicer Notice. To the extent that Seller is holding any Income, Seller shall deposit such Income upon receipt into the Collection Account (the title of which shall indicate that the funds therein are being held in trust for Buyer) with Bank, which account shall be subject to the Collection Account Control Agreement. All such Income shall constitute the property of Buyer except for tax purposes which shall be treated as income and property of Seller, and shall not be commingled with other property of Seller or any Affiliate of Seller. Seller understands and agrees that the Collection Account shall be subject to the Collection Account Control Agreement. Seller shall and shall cause Nationstar Servicer to deposit all such Income with respect to Early Buyout Mortgage Loans, including all amounts received from HUD, FHA, VA or USDA, received on account of the Underlying Mortgage Loans and Underlying REO Property serviced by Servicer, into the Collection Account within two (2) Business Days of receipt. With respect to any New Origination Mortgage Loans subject to a Transaction, upon the occurrence and continuance of an Event of Default, Seller shall, and shall cause Nationstar Servicer to deposit all related Income in the Collection Account within two (2) Business Days of receipt.All funds deposited in the Collection Account during any month shall be remitted to the Payment Account one (1) Business Day prior to the monthly Payment Date. Buyer shall withdraw any funds on deposit in the Payment Account and apply them in respect of the applicable Pool to which such funds relate as follows:

(i)first, to pay any outstanding Servicer (other than Nationstar Servicer) fees or sub-servicer fees related to such Pool;

(ii)second, to Buyer in payment of any accrued and unpaid Price Differential, fees and expenses related to such Pool;

(iii)third, to pay to the Buyer Principal Payments and, with respect to Early Buyout Mortgage Loans, reimbursed Servicing Advances, in each case, related to such Pool, in each case, multiplied by the applicable Purchase Price Percentage;

(iv)fourth, to pay the portion of any outstanding Margin Deficit applicable to the Underlying Assets in such Pool;

(v)fifth, to Buyer in payment of any accrued and unpaid Price Differential, fees and expenses related to the other Pools, pro rata and pari passu;

(vi)sixth, to Buyer, to be applied to satisfy the portion of any outstanding Margin Deficit applicable to the Underlying Assets in other Pools, pro rata and pari passu;

(vii)seventh, to deposit into the Reserve Account, to maintain a balance in such account equal to the Reserve Account Required Balance;

(viii)eighth, to Buyer the Obligations due and owing to the Buyer pursuant to the Facility Documents (for the avoidance of doubt, such Obligations shall exclude the Repurchase Price, unless due pursuant to another provision of this Agreement); and

(ix)ninth, to the Seller, any amounts remaining.

(p)To the extent that Buyer receives any funds from a Take-out Investor with respect to the purchase by such Take-out Investor of an Underlying Mortgage Loan, Buyer shall promptly apply such funds, but no later than one (1) Business Day following receipt of notice of such payment and, in any event, in accordance with the same order of priority set forth in Section 6(c) hereof.

(q)Notwithstanding the preceding provisions, if an Event of Default has occurred and is continuing, all funds in the Collection Account, Payment Account and Operating Account may be withdrawn and applied by Buyer with respect to the applicable Pool to which such funds relate as follows:

(v)first, to the aggregate outstanding Repurchase Price of all Transactions in such Pool;

(vi)second, to the aggregate outstanding Repurchase Price of all Transactions in the other Pools, pro rata and pari passu;

(vii)third, to any remaining Obligations until the Obligations are paid in full; and

(viii)fourth, to the Seller, any amounts remaining.

(r)Notwithstanding the preceding provisions, if an Event of Default has occurred and is continuing, all amounts in the Reserve Account shall be withdrawn and applied by Buyer to the outstanding Repurchase Price of each Underlying Asset that is an Early Buyout Asset subject to a Transaction, pro rata and pari passu.

Section 7.Requirements Of Law.

(a)    If any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:

(i)shall subject Buyer to any Tax or increased Tax of any kind whatsoever with respect to this Agreement or any Transaction or change the basis of taxation of payments to Buyer in respect thereof, other than with respect to (A) Non-Excluded Taxes, (B) Other Taxes, (C) Taxes that are not “Non-Excluded Taxes” by operation of clauses (A) through (D) of the definition of Non-Excluded Taxes, and (D) Taxes attributable to Buyer’s failure to comply with Section 8(e) hereof;

(ii)shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, or other extensions of credit by, or any other acquisition of funds by, any office of Buyer which is not otherwise included in the determination of the Benchmark or a Benchmark Replacement Rate hereunder;

(iii)shall impose on Buyer any other condition;

and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems in its good faith discretion to be material, of entering, continuing or maintaining any Transaction or to reduce any amount due or owing hereunder in respect thereof, then, in any such

case, Seller shall promptly pay Buyer such additional amount or amounts as calculated by Buyer in good faith as will compensate Buyer for such increased cost or reduced amount receivable.

(a)If Buyer shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer in its good faith discretion to be material, then from time to time, Seller shall promptly pay to Buyer, upon Buyer’s written demand therefor, such additional amount or amounts as will compensate Buyer for such reduction.

(b)If Buyer becomes entitled to claim any additional amounts pursuant to this Section 7, it shall promptly notify Seller of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section 7 submitted by Buyer to Seller shall be conclusive in the absence of manifest error.

Section 8.Taxes.

(a)Any and all payments by Seller under or in respect of this Agreement or any other Facility Documents to which Seller is a party shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto, whether now or hereafter imposed, levied, collected, withheld or assessed by any taxation authority or other Governmental Authority (collectively, “Taxes”), unless required by any applicable Requirement of Law. If Seller shall be required under any applicable Requirement of Law to deduct or withhold any Taxes from or in respect of any sum payable under or in respect of this Agreement or any of the other Facility Documents to Buyer, (i) Seller shall make all such deductions and withholdings in respect of Taxes, (ii) Seller shall pay the full amount deducted or withheld in respect of Taxes to the relevant taxation authority or other Governmental Authority in accordance with any applicable Requirement of Law, and (iii) if such Tax is a Non-Excluded Tax, the sum payable by Seller shall be increased as may be necessary so that after Seller has made all required deductions and withholdings (including deductions and withholdings applicable to additional amounts payable under this Section 8 hereof) Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made in respect of such Non-Excluded Taxes. For purposes of this Agreement the term “Non-Excluded Taxes” are Taxes imposed on or with respect to any payment made by or on account of any obligation of Seller under this Agreement, other than, in the case of Buyer, (A) any branch profits taxes and any Taxes that are imposed on its overall net income (and franchise taxes imposed in lieu thereof) in each case (x) by the jurisdiction under the laws of which Buyer is organized or of its applicable lending office, or any political subdivision thereof, or (y) that are Other Connection Taxes, (B) in the case of Buyer, U.S. federal withholding Taxes imposed on amounts payable to or for the account of Buyer with respect to an applicable interest herein pursuant to a law in effect on the day on which Buyer acquires such interest herein or on which Buyer changes its lending office from which it participates in the Transaction, except, in each respective case, to the extent such Taxes were payable either to Buyer’s assignor immediately before Buyer acquired such interest or to Buyer immediately before Buyer changed its lending office, (C) Taxes attributable to Buyer’s failure to comply with Section 8(e) hereof and (D) any U.S. federal withholding Taxes imposed under FATCA.

(b)In addition, Seller hereby agrees to pay any present or future stamp, recording, documentary, excise, property or value-added taxes, or similar taxes, charges or levies that arise from any payment made under or in respect of this Agreement or any other Facility Document or from the execution, delivery or registration of, any performance under, or otherwise with respect to, this Agreement or any other Facility Document except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment requested by Seller) (collectively, “Other Taxes”).

(c)Seller hereby agrees to indemnify Buyer for, and to hold it harmless against, the full amount of Non-Excluded Taxes and Other Taxes, and the full amount of Taxes of any kind imposed by any jurisdiction on amounts payable by Seller under this Section 8 imposed on or paid by Buyer and any liability (including penalties, additions to tax, interest and reasonable out-of-pocket expenses) arising therefrom or with respect thereto. The indemnity by the Seller provided for in this Section 8(c) shall apply and be made whether or not the Non-Excluded Taxes or Other Taxes for which indemnification hereunder is sought have been correctly or legally asserted. Amounts payable by Seller under the indemnity set forth in this Section 8(c) shall be paid within ten (10) days from the date on which Buyer makes written demand therefor.

(d)Within thirty (30) days after the date of any payment of Taxes pursuant to this Section 8, Seller (or any Person making such payment on behalf of Seller) shall furnish to Buyer for its own account a certified copy of the original official receipt evidencing payment thereof.

(e)For purposes of subsection (e) of this Section 8, the terms “United States” and “United States person” shall have the meanings specified in Section 7701 of the Code. If Buyer on or prior to the Purchase Date (and from time to time thereafter, upon the reasonable request of Seller or upon expiration or obsolescence of any previously delivered documentation), is entitled to an exemption from or reduction of U.S. withholding tax, with respect to payments hereunder, Buyer shall deliver or cause to be delivered to Seller such properly completed and executed documentation prescribed by applicable law as will permit payments hereunder to be made without withholding or at a reduced rate of withholding. In addition, Buyer, if requested by Seller, shall deliver such other documentation prescribed by applicable law or reasonably requested by Seller as will enable Seller to determine whether or not Buyer is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding sentences, the completion, execution and submission of such documentation (other than the documentation set forth in Section 8(e)(i) through (vii) below and Section 8(g) below) shall not be required if in Buyer’s reasonable judgment such completion, execution or submission would subject Buyer to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of Buyer. Without limiting the generality of the foregoing, in the event that a Buyer either (i) is not incorporated under the laws of the United States, any State thereof, or the District of Columbia or (ii) whose name does not include “Incorporated,” “Inc.,” “Corporation,” “Corp.,” “P.C.,” “N.A.,” “National Association,” “insurance company,” or “assurance company” (a “Non-Exempt Buyer”) shall deliver or cause to be delivered to Seller the following properly completed and duly executed documents to the extent it is legally entitled to do so:

(i)in the case of a Non-Exempt Buyer that is not a United States person for U.S. federal income tax purposes that is entitled to provide such form, a complete, and executed (x) U.S. Internal Revenue Form W-8BEN or W-8BEN-E, as applicable, in which Buyer claims the benefits of a tax treaty with the United States providing for a zero or reduced rate of withholding (or any successor forms thereto), including all appropriate attachments or (y) a U.S. Internal Revenue Service Form W-8ECI (or any successor forms thereto); or

(ii)in the case of an individual, (x) a complete and executed U.S. Internal Revenue Service Form W-8BEN (or any successor forms thereto) and a certificate substantially in the form of Exhibit F (a “Section 8 Certificate”) or (y) a complete and executed U.S. Internal Revenue Service Form W-9 (or any successor forms thereto); or

(iii)in the case of a Non-Exempt Buyer that is organized under the laws of the United States, any State thereof, or the District of Columbia, a complete and executed U.S. Internal Revenue Service Form W-9 (or any successor forms thereto), including all appropriate attachments; or

(iv)in the case of a Non-Exempt Buyer that (x) is not organized under the laws of the United States, any State thereof, or the District of Columbia and (y) is treated as a corporation for U.S. federal income tax purposes, a complete, correct and executed U.S. Internal Revenue Service Form W-8BEN-E (or any successor forms thereto) and a Section 8 Certificate; or

(v)in the case of a Non-Exempt Buyer that (A) is treated as a partnership or other non-corporate entity, and (B) is not organized under the laws of the United States, any State thereof, or the District of Columbia, (x)(i) a complete and executed U.S. Internal Revenue Service Form W-8IMY (or any successor forms thereto) (including all required documents and attachments) and (ii) a Section 8 Certificate, and (y) without duplication, with respect to each of its beneficial owners and the beneficial owners of such beneficial owners looking through chains of owners to individuals or entities that are treated as corporations for U.S. federal income tax purposes (all such owners, “beneficial owners”), the documents that would be provided by each such beneficial owner pursuant to this Section if such beneficial owner were Buyer, provided, however, that no such documents will be required with respect to a beneficial owner to the extent the actual Buyer is determined to be in compliance with the requirements for certification on behalf of its beneficial owner as may be provided in applicable U.S. Treasury regulations, or the requirements of this clause (v) are otherwise determined to be unnecessary, all such determinations under this clause (v) to be made in the sole discretion of Seller; provided, however, that Buyer shall be provided an opportunity to establish such compliance as reasonable; or

(vi)in the case of a Non-Exempt Buyer that is disregarded for U.S. federal income tax purposes, the document that would be provided by its beneficial owner pursuant to this Section if such beneficial owner were Buyer; or

(vii)in the case of a Non-Exempt Buyer that (A) is not a United States person and (B) is acting in the capacity as an “intermediary” (as defined in U.S. Treasury Regulations), (x)(i) a U.S. Internal Revenue Service Form W-8IMY (or any successor form thereto) (including all required documents and attachments) and (ii) a Section 8 Certificate, and (y) if the intermediary is a “non-qualified intermediary” (as defined in U.S. Treasury Regulations), from each person upon whose behalf the “non-qualified intermediary” is acting the documents that would be provided by each such person pursuant to this Section 8 if each such person were Buyer.

Buyer agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Seller in writing of its legal inability to do so.

(a)If Buyer (including for avoidance of doubt any assignee, successor or participant) determines in its sole discretion acting in good faith that it has received a refund of

any Taxes that have been paid or indemnified by Seller and that such refund is allocable to such payment or indemnification, it shall pay the amount of such refund to Seller net of all out-of-pocket expenses (including Taxes) and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, however, that Seller, upon the request of Buyer, agrees to repay the amount paid over to Seller (plus any penalties, interest or other charges imposed by the relevant taxing authority or other Governmental Authority) to Buyer in the event Buyer is required to repay such refund to such taxing authority or other Governmental Authority. Notwithstanding anything to the contrary in this clause (f), in no event will Buyer be required to pay any amount to Seller pursuant to this clause (f) the payment of which would place Buyer in a less favorable net after-Tax position than Buyer would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

(b)Buyer (including for avoidance of doubt any assignee or successor) shall deliver to Seller at the time or times prescribed by law and at such time or times reasonably requested by Seller such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Seller as may be necessary for Seller to comply with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 8(g), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(c)Without prejudice to the survival of any other agreement of Seller hereunder, the agreements and obligations of Seller contained in this Section 8 shall survive the termination of this Agreement. Nothing contained in this Section 8 shall require Buyer to make available any of its tax returns or any other information that it deems to be confidential or proprietary.

(d)Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes, to treat the Transaction as Indebtedness of Seller that is secured by the Purchased Assets and Underlying REO Properties and the Purchased Assets as owned by Seller and the Underlying REO Properties as owned by the REO Subsidiary for federal income tax purposes in the absence of a Default by Seller. All parties to this Agreement agree to such treatment and agree to take no action inconsistent with this treatment, unless required by law.

Section 9.Security Interest; Buyer’s Appointment as Attorney-in-Fact; Voting Rights.

(f)Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the related Purchased Assets (other than the REO Subsidiary Interests, which Seller pledges to Buyer). However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Seller’s performance of all of its Obligations, and in any event, Seller hereby grants, conveys and assigns, as applicable, to Buyer, a first priority security interest in all of Seller’s rights, title and interest in and to the following property, whether now existing or hereafter created or acquired: (i) each Purchased Asset which is the subject of a Transaction hereunder, including the REO Subsidiary Interests and the Participation Interests, (ii) all beneficial interest of Seller in any Underlying Mortgage Loans and Underlying REO Property, (iii) any other collateral pledged or other assets relating to the Purchased Assets, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, accounting records and other books and records relating thereto, (iv) Servicing Advances and rights to reimbursement

thereof related to the Purchased Assets, (v) the Servicing Records, any Servicing Agreement and the related Servicing Rights solely with respect to the Purchased Assets, (vi) all rights of Seller to receive from any third party or to take delivery of any Servicing Records or other documents which constitute a part of the Asset File, Servicing File, all rights of Seller to receive from any third party or to take delivery of any Records or other documents which constitute a part of the Asset File or Servicing File solely with respect to the Purchased Assets, (vii) the Collection Account, and the Operating Account, and all amount on deposit therein; and the Joint Securities Account (subject to and as defined in the Joint Securities Account Control Agreement and Intercreditor Agreement), (viii) all Agency Securities related to Pooled Loans that are Purchased Assets, (ix) all Income relating to any Purchased Asset, (x) all Income relating to such Underlying Mortgage Loans or Underlying REO Property and rights to receive payments and distributions with respect thereto, (xi) all rights to payment of mortgage guaranties and insurance (issued by governmental agencies or otherwise), including FHA, VA and USDA claims, and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Assets, Underlying Mortgage Loans or Underlying REO Properties and all claims and payments thereunder (including any rights to reimbursement of Servicing Advances) and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (xii) all interests in real property collateralizing any Purchased Assets, (xiii) all other insurance policies and insurance proceeds relating to any Purchased Assets or the related Mortgaged Property or any Underlying REO Property and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (xiv) Seller’s Capital Stock in REO Subsidiary, (xv) any Take-out Commitments relating to any Purchased Assets or Agency Security relating to any Purchased Assets to the extent assignable, (xvi) the Participation Agreement and the REO Subsidiary Agreement (xvii) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “equipment”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter of credit rights”, and “securities accounts” as each of those terms is defined in the Uniform Commercial Code and all cash and Cash Equivalents and all products and proceeds relating to or constituting any or all of the Purchased Assets subject to Transactions, and (xviii) any and all replacements, substitutions, distributions on or proceeds of any or all of the foregoing (collectively, the “Seller Purchased Items”). The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.

In order to further secure Seller’s performance of all of its Obligations hereunder, REO Subsidiary hereby grants, conveys and assigns, as applicable, to Buyer, a first priority security interest in all of REO Subsidiary’s rights, title and interest in and to the following property, whether now existing or hereafter created or acquired and to the extent not prohibited by law: (i) each Underlying REO Property which is the subject of a Transaction hereunder, (ii) any other collateral pledged or other assets relating to the Underlying REO Property, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, accounting records and other books and records relating thereto, (iii) the Collection Account and the Operating Account, (iv) Servicing Advances and rights to reimbursement thereof related to the Underlying REO Properties, (v) the Servicing Records, any Servicing Agreement and the related Servicing Rights, solely with respect to the Underlying REO Properties, (vi) all rights of REO Subsidiary to receive from any third party or to take delivery of any Servicing Records or other documents which constitute a part of the Asset File, Servicing File, all rights of REO Subsidiary to receive from any third party or to take delivery of any Records or other documents which constitute a part of the Asset File or Servicing File, solely with respect to the Underlying REO Properties (vii) all Income relating to such Underlying REO Property and rights to receive payments and distributions with respect thereto, (viii) all rights to payment of mortgage guaranties and insurance (issued by governmental agencies or otherwise), including FHA, VA and USDA claims, and any mortgage insurance certificate or other document evidencing such mortgage

guaranties or insurance relating to any Underlying REO Properties and all claims and payments thereunder (including any rights to reimbursement of Servicing Advances) and all rights of REO Subsidiary to receive from any third party or to take delivery of any of the foregoing, (ix) any Take-out Commitments relating to any Underlying REO Property to the extent assignable, (x) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “equipment”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter of credit rights”, and “securities accounts” as each of those terms is defined in the Uniform Commercial Code and all cash and Cash Equivalents and all products and proceeds relating to or constituting any or all of the Underlying REO Property subject to Transactions, and (xi) any and all replacements, substitutions, distributions on or proceeds of any or all of the foregoing (collectively the “Additional REO Subsidiary Pledged Items”). The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code, and is further intended to be a guaranty of the Obligations to the Buyer by the REO Subsidiary to the extent of the Underlying REO Properties.

In order to further secure Seller’s performance of all Obligations hereunder, Nationstar Servicer hereby grants, conveys and assigns, as applicable, to Buyer, to the extent of Nationstar Servicer’s rights therein, a first priority security interest in all of Nationstar Servicer’s rights, title and interest in and to the following property, whether now existing or hereafter created or acquired: (i) each Purchased Asset, Underlying Mortgage Loan or Underlying REO Property which is the subject of a Transaction hereunder, (ii) the Participation Agreement, (iii) any other collateral pledged or other assets relating to the Underlying Mortgage Loans, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, accounting records and other books and records relating thereto; (iv) Servicing Advances and rights to reimbursement thereof related to the Purchased Assets, (v) the Servicing Records, any Servicing Agreement and the related Servicing Rights, solely with respect to the Purchased Assets, (vi) all rights of Nationstar Servicer to receive from any third party or to take delivery of any Servicing Records or other documents which constitute a part of the Asset File, Servicing File, all rights of Nationstar Servicer to receive from any third party or to take delivery of any Records or other documents which constitute a part of the Asset File or Servicing File, solely with respect to the Purchased Assets (vii) the REO Subsidiary Agreement, (viii) all Agency Securities related to Pooled Loans that are Purchased Assets, (ix) all Income relating to any Purchased Asset, (x) all Income relating to such Underlying Mortgage Loan or Underlying REO Property and rights to receive payments and distributions with respect thereto, (xi) all rights to payment of mortgage guaranties and insurance (issued by governmental agencies or otherwise), including FHA, VA and USDA claims, and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Assets, Underlying Mortgage Loans or Underlying REO Properties and all claims and payments thereunder (including any rights to reimbursement of Servicing Advances) and all rights of Nationstar Servicer to receive from any third party or to take delivery of any of the foregoing, (xii) all interests in real property collateralizing any Purchased Asset, (xiii) all other insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property or any REO Property and all rights of Nationstar Servicer to receive from any third party or to take delivery of any of the foregoing, (xiv) any Take-out Commitments relating to any Purchased Assets, Underlying Mortgage Loans or Underlying REO Property or related Agency Security to the extent assignable, (xv) the Reserve Account and all amounts on deposit therein, and the Joint Securities Account (subject to and as defined in the Joint Securities Account Control Agreement and Intercreditor Agreement), (xvi) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “equipment”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter of credit rights”, and “securities accounts” as each of those terms is defined in the Uniform Commercial Code and all cash and Cash Equivalents and

all products and proceeds relating to or constituting any or all of the Purchased Assets, Underlying Mortgage Loans and Underlying REO Property subject to Transactions, and (xvii) any and all dividends, replacements, substitutions, distributions on or proceeds of any or all of the foregoing (collectively, the “Additional Nationstar Servicer Pledged Items”, and together with the Seller Purchased Items and the Additional REO Subsidiary Pledged Items, the “Repurchase Assets”). The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code, and is further intended to be a guaranty of the Obligations to the Buyer by the REO Subsidiary to the extent of the Underlying REO Properties.

Each of Seller, REO Subsidiary and Nationstar Servicer acknowledges that it has no rights to service the Purchased Asset but only has rights as a party to the current Servicing Agreement. Without limiting the generality of the foregoing and in the event that Seller or Nationstar Servicer is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, each of Seller and Nationstar Servicer grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created.

Seller Parties and Nationstar Servicer hereby authorize Buyer to file such financing statement or statements relating to the Repurchase Assets as Buyer, at its option, may deem appropriate. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 9.

The parties acknowledge and agree that the Participation Interests and the REO Subsidiary Interests shall constitute and remain “securities” as defined in Section 8-102 of the Uniform Commercial Code; each of Seller and Nationstar Servicer covenants and agrees that (i) the Participation Interests and the REO Subsidiary Interests are not and will not be dealt in or traded on securities exchanges or securities markets and (ii) the Participation Interests and the REO Subsidiary Interests are not and will not be investment company securities within the meaning of Section 8-103 of the Uniform Commercial Code. Seller shall, at its sole cost and expense, take all steps as may be necessary in connection with the endorsement, transfer, delivery and pledge of all Participation Interests and REO Subsidiary Interests to Buyer.

If Seller shall, as a result of its ownership of the Participation Interests or REO Subsidiary Interests, become entitled to receive or shall receive any certificate evidencing any Participation Interest or REO Subsidiary Interest, any option rights, or any equity interest in REO Subsidiary, whether in addition to, in substitution for, as a conversion of, or in exchange for the Participation Interests or REO Subsidiary Interests, as applicable, or otherwise in respect thereof, Seller shall accept the same as the Buyer’s agent, hold the same in trust for the Buyer and deliver the same forthwith to the Buyer in the exact form received, duly indorsed by Seller to the Buyer, if required, together with an undated transfer power, if required, covering such certificate duly executed in blank, or if requested, deliver the Participation Interests or REO Subsidiary Interests, as applicable, re-registered in the name of Buyer, to be held by the Buyer subject to the terms hereof as additional security for the Obligations. Any sums paid upon or in respect of the Participation Interests or REO Subsidiary Interests upon the liquidation or dissolution of Seller or REO Subsidiary, as applicable, or otherwise shall be paid over to the Buyer as additional security for the Obligations. If any sums of money or property so paid or distributed in respect of the Participation Interests or REO Subsidiary Interests shall be received by Seller, Seller shall, until such money or property is paid or delivered to the Buyer, hold such money or property in trust for the Buyer segregated from other funds of Seller as additional security for the Obligations.

(g)Voting Rights. Buyer shall exercise all voting and member rights with respect to the REO Subsidiary Interests and Participation Interests. Notwithstanding the

foregoing and consistent with the provisions hereof, prior to the occurrence of an Event of Default which is continuing, Buyer shall notify and consult with Seller prior to the exercise of any rights under this Section; provided, however, Buyer may in its sole discretion (x) remove a Servicer or terminate a Servicing Agreement in connection with a Termination Event or (y) consent to a waiver of a material breach or consent to a material modification of a Servicing Agreement. In no event shall Buyer be required to cast or exercise a vote or other action taken which would impair the REO Subsidiary Interests or Participation Interests, or which would be inconsistent with or result in a violation of any provision of this Agreement. Without limiting the generality of the foregoing, Buyer shall have no obligation to, (i) vote to enable, or take any other action to permit the Seller to issue any interests of any nature or to issue any other interests convertible into or granting the right to purchase or exchange for any interests of such entity, or (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the REO Subsidiary Interests and Participation Interests, as applicable or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, Guarantor’s interest in the Participation Interest or REO Subsidiary Interests except for the Lien provided for by this Agreement, or (iv) enter into any agreement or undertaking restricting the right or ability of Guarantor or Buyer to sell, assign or transfer the REO Subsidiary Interests or Participation Interests.

(h)Buyer’s Appointment as Attorney in Fact. Each Seller Party and Guarantor hereby irrevocably constitutes and appoints Buyer and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Seller Party or Guarantor, as applicable, and in the name of such Seller Party or Guarantor, as applicable, or in its own name, from time to time in Buyer’s discretion, for the purpose of carrying out the terms of this Agreement, to take any and all reasonable and appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, such Seller Party and Guarantor hereby gives Buyer the power and right, on behalf of such Seller Party or Guarantor, as applicable, without assent by, but with notice to, such Seller Party or Guarantor, as applicable, if an Event of Default shall have occurred and be continuing, to do the following:

(i)in the name of such Seller Party or Guarantor, as applicable, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any other Repurchase Assets and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Buyer for the purpose of collecting any and all such moneys due with respect to any other Repurchase Assets whenever payable;

(ii)to pay or discharge Taxes and Liens levied or placed on or threatened against the Repurchase Assets;

(iii)(A) to direct any party liable for any payment under any Repurchase Assets to make payment of any and all moneys due or to become due thereunder directly to Buyer or as Buyer shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Repurchase Assets; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Repurchase Assets; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Repurchase Assets or any proceeds thereof and to enforce any other right in respect of any Repurchase Assets; (E) to defend any suit, action or proceeding brought against Seller with respect to any Repurchase Assets; (F) to settle, compromise or adjust

any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as Buyer may deem appropriate; (G) to cause the mortgagee of record to be changed to Buyer on the FHA, VA or USDA system, as applicable, with respect to any Repurchase Assets; and (H) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Repurchase Assets as fully and completely as though Buyer were the absolute owner thereof for all purposes, and to do, at Buyer’s option and Seller’s expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Repurchase Assets and Buyer’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as such Seller Party or Guarantor, as applicable, might do.

Each Seller Party and Guarantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. In addition to the foregoing, each Seller Party and Guarantor agrees to execute a Power of Attorney, the form of Exhibit E hereto, to be delivered on the date hereof.

Each Seller Party and Guarantor also authorizes Buyer, if an Event of Default shall have occurred that is continuing, from time to time, to execute, in connection with any sale provided for in Section 16 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Repurchase Assets.

The powers conferred on Buyer hereunder are solely to protect Buyer’s interests in the Repurchase Assets and shall not impose any duty upon it to exercise any such powers. Buyer shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to such Seller Parties or Guarantor for any act or failure to act hereunder, except for its or their own lack of good faith, gross negligence or willful misconduct.

(d)    Subordination. The parties acknowledge that the Participation Interests have been sold by Guarantor to Seller pursuant to a Participation Agreement. Notwithstanding the foregoing, each Seller Party and Guarantor acknowledges and agrees that their respective rights with respect to the Repurchase Assets (including without limitation its security interest in the Purchased Assets and any other Repurchase Assets) are and shall continue to be at all times junior and subordinate to the rights of Buyer under this Agreement. The parties further acknowledge that the Buyer shall enter into Transactions and Purchase Price Increases hereunder with respect to Repurchase Assets, free and clear of any obligations under the Participation Agreement and that such Participation Agreement shall not confer any obligations or liabilities on Buyer to any Seller Party or Guarantor.

Section 10.Payment, Transfer and Custody. (a)  Unless otherwise mutually agreed in writing, all transfers of funds to be made by Seller hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to Buyer at the following account maintained by Buyer: Account No. 99999090, for the account of JPMorgan Chase Bank NA, JPMorgan Chase, ABA No. 021000021, Attn: Sophia Redzaj, Ref: Nationstar EBO, not later than 5:00 p.m. (the “Payment Account”), on the date on which such payment shall become due (and each such payment made after such time shall be deemed to have been made on the next succeeding Business Day). Seller acknowledges that it has no rights of withdrawal from the foregoing account.

(a)On the Purchase Date for each Transaction, ownership of the Purchased Assets (other than the REO Subsidiary Interests, which Seller pledges to Buyer) shall be transferred to Buyer or its designee against the simultaneous transfer of the Purchase Price to an

account specified by Seller and confirmed by an Authorized Individual simultaneously with the delivery to Buyer of the Purchased Assets relating to each Transaction. With respect to the Purchased Assets being sold by Seller on a Purchase Date, Seller hereby sells, transfers, conveys and assigns to Buyer or its designee without recourse, but subject to the terms of this Agreement, all the right, title and interest of Seller in and to the Purchased Assets (other than the REO Subsidiary Interests, which Seller pledges to Buyer) together with all right, title and interest in and to the proceeds of any related Repurchase Assets.

(b)In connection with such sale, transfer, conveyance and assignment, on or prior to each Purchase Date, Seller shall deliver or cause to be delivered and released to Buyer or its designee the Asset File for the related Purchased Assets.

(c)Seller shall establish and maintain an Operating Account with Bank, which shall be subject to an Operating Account Control Agreement. Buyer shall have exclusive withdrawal rights from such Operating Account. On or prior to each Purchase Date for a Wet-Ink Mortgage Loan, Seller shall deposit the excess (such amount, the “Haircut Amount”) of the amount to be funded in connection with the origination of such Wet-Ink Mortgage Loan over the Purchase Price for such Wet-Ink Mortgage Loan into the Operating Account. Upon purchase by Buyer of the related Underlying Mortgage Loan, Buyer shall withdraw the Haircut Amount to reimburse Buyer for the difference between the actual amount remitted by Buyer on the Purchase Date on account of the Underlying Mortgage Loan and the Purchase Price for such Underlying Mortgage Loan. Without limiting the generality of the foregoing, in the event that a Margin Call or other Default exists, Buyer shall be entitled to withdraw amounts from the Operating Account and use any or all of the amounts on deposit in the Operating Account to cure such circumstance or otherwise exercise remedies available to Buyer without prior notice to, or consent from, Seller.

Section 11.Fees. Seller shall pay Buyer any and all fees of Buyer and reasonable and documented third-party out-of-pocket fees and expenses as and when contemplated by this Agreement or any other Facility Document.

Section 12.Hypothecation or Pledge of Purchased Assets. Title to all Purchased Assets and Repurchase Assets (other than the REO Subsidiary Interests, which Seller pledges to Buyer) shall pass to Buyer and Buyer shall have free and unrestricted use of all Purchased Assets and Repurchase Assets. Nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Assets and Repurchase Assets or otherwise pledging, repledging, transferring, hypothecating, or rehypothecating the Purchased Assets and Repurchase Assets, in each case, at no additional cost to Seller. Nothing contained in this Agreement shall obligate Buyer to segregate any Purchased Assets and Repurchase Assets delivered to Buyer by the Seller Parties. Notwithstanding the foregoing, nothing in this Section 12 shall relieve the Buyer from its obligation to return the Purchased Assets and Repurchase Assets to the Seller upon payment of the related Repurchase Price on the related Repurchase Date.

Section 13.Representations. Each of Seller and Guarantor represents and warrants to Buyer that as of the Purchase Date of any Purchased Assets by Buyer from Seller and as of the date of this Agreement and any Transaction hereunder:

(d)Acting as Principal. Seller will engage in such Transactions as principal (or, if agreed in writing in advance of any Transaction by the other party hereto, as agent for a disclosed principal).

(e)Asset Schedule. The information set forth in the related Asset Schedule and all other information or data furnished by, or on behalf of, Seller to Buyer is true and correct

in all material respects, and Seller acknowledges that Buyer has not verified the accuracy of such information or data.

(f)Solvency. Neither the Facility Documents nor any Transaction thereunder are entered into in contemplation of insolvency or with intent to hinder, delay or defraud any of Seller’s creditors. The transfer of the Eligible Assets subject hereto is not undertaken with the intent to hinder, delay or defraud any Seller Parties’ or Guarantor’s creditors. No Seller Party nor Guarantor is insolvent within the meaning of 11 U.S.C. Section 101(32) and the transfer and sale of the Underlying Mortgage Loans pursuant hereto (i) will not cause Seller or Guarantor to become insolvent, (ii) will not result in any property remaining with Seller or Guarantor to be unreasonably small capital, and (iii) will not result in debts that would be beyond Seller’s or Guarantor’s ability to pay as same mature. Seller has received reasonably equivalent value in exchange for the transfer and sale of the Purchased Assets including the REO Subsidiary Interests (that are pledged and not sold to Buyer) subject hereto in light of the Transactions contemplated herein.

(g)No Broker.   Seller has not dealt with any broker, investment banker, agent, or other person, who may be entitled to any commission or compensation in connection with the transactions pursuant to this Agreement.

(h)Ability to Perform. Neither Seller nor Guarantor believes, nor does either have any reason or cause to believe, that either Seller Party cannot perform its respective obligations in all material respects each and every covenant contained in the Facility Documents to which it is a party on its part to be performed.

(i)Existence. Each Seller Party is a Delaware limited liability company and Guarantor is a Delaware limited liability company and each (i) is a duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has all requisite corporate or other power, and has all governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted, except where the lack of such licenses, authorizations, consents and approvals would not be reasonably likely to have a Material Adverse Effect; and (iii) is qualified to do business and is in good standing in all other jurisdictions in which the nature of the business conducted by it makes such qualification necessary, except where failure so to qualify would not be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect.

(j)Financial Statements. Guarantor has heretofore furnished to Buyer a copy of its (a) consolidated balance sheet and the consolidated balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date and the related consolidated statements of income and retained earnings and of cash flows for Guarantor and its consolidated Subsidiaries for such fiscal year with the opinion thereon of Ernst & Young LLP or successor thereto acceptable to Buyer and (b) consolidated balance sheet and the consolidated balance sheets of its consolidated Subsidiaries for the fiscal quarter ending December 31, 2018 and the related consolidated statements of income and retained earnings and of cash flows for Guarantor and its consolidated Subsidiaries for such fiscal quarter setting forth in each case in comparative form the figures for the previous year. All such financial statements are complete and correct and fairly present, in all material respects, the consolidated financial condition of Guarantor and its Subsidiaries and the consolidated results of their operations as at such dates and for such period, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of Guarantor and its consolidated Subsidiaries taken as a whole from that set forth in said financial statements nor is Guarantor aware of any state of facts which (without notice or the lapse of time) would result in any such material adverse change. Guarantor does not have, on the Annual Financial Statement Date any liabilities, direct

or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for Taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of Guarantor except as heretofore disclosed to Buyer in writing.

(k)No Breach. Neither (i) the execution and delivery of the Facility Documents nor (ii) the consummation of the transactions therein contemplated to be entered into by Seller Parties and/or Guarantor in compliance with the terms and provisions thereof will materially conflict with, or result in a material breach of, the organizational documents of any Seller Party or Guarantor, as applicable, or any applicable law, rule or regulation, or any order, writ, injunction or decree of any Governmental Authority, or other material agreement or material instrument to which any Seller Party or Guarantor is a party or by which any of them or any of their Property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument or result in the creation or imposition of any Lien (except for the Liens created pursuant to the Facility Documents) upon any Property of a Seller Party, pursuant to the terms of any such agreement or instrument.

(l)Action. Each Seller Party and Guarantor have all necessary corporate or other power, authority and legal right to execute, deliver and perform their respective obligations under each of the Facility Documents to which they are a party, as applicable; the execution, delivery and performance by each Seller Party and Guarantor of each of the Facility Documents to which they are a party have been duly authorized by all necessary corporate or other action on its part; and each Facility Document has been duly and validly executed and delivered by each Seller Party and Guarantor, as applicable, that is a party thereto.

(m)Approvals. No authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority or any securities exchange are necessary for the execution, delivery or performance by each Seller Party and Guarantor, as applicable, of the Facility Documents to which they are a party or for the legality, validity or enforceability thereof, except for filings and recordings in respect of the Liens created pursuant to the Facility Documents.

(n)Enforceability. This Agreement and all of the other Facility Documents executed and delivered by each Seller Party and/or Guarantor, as applicable, in connection herewith are legal, valid and binding obligations of such Seller Party and/or Guarantor, as applicable, and are enforceable against such Seller Party and/or Guarantor in accordance with their terms except as such enforceability may be limited by (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors rights generally and (ii) general principles of equity.

(o)Material Adverse Effect. Since the Annual Financial Statement Date, there has been no development or event nor, to Seller’s knowledge, any event, which has had or is reasonably likely to have a Material Adverse Effect.

(p)No Event of Default. No Event of Default or Termination Event has occurred and is continuing.

(q)No Adverse Selection. Neither Seller nor Nationstar Servicer has selected from Early Buyouts or from Mortgage Loans originated by Nationstar Servicer for which they have an alternative financing source (other than corporate cash), the Purchased Assets, Underlying Mortgage Loans or Underlying REO Property in a manner so as to intentionally adversely affect Buyer’s interests.

(r)Litigation. There are no actions, suits, arbitrations, investigations (including any of the foregoing which are pending or, to the Seller’s knowledge, threatened) or other legal or arbitrable proceedings affecting any Seller Party or Guarantor, or affecting any of the Property of any of them before any Governmental Authority that (i) questions or challenges the validity or enforceability of any of the Facility Documents or any action to be taken in connection with the transactions contemplated hereby, (ii) prior to the Purchase Date,  except as otherwise disclosed to Buyer pursuant to Section 14(d)(iii) hereof, makes a claim which if adversely determined, is reasonably likely to exceed the Litigation Threshold, (iii) which, individually or in the aggregate, could be reasonably likely to have a Material Adverse Effect, or (iv) relates to any violation of the Home Ownership and Equity Protection Act or any state, city or district high cost home mortgage or predatory lending law.

(s)Margin Regulations. The use of all funds acquired by Seller under this Agreement will not conflict with or contravene any of Regulations T, U or X promulgated by the Board of Governors of the Federal Reserve System as the same may from time to time be amended, supplemented or otherwise modified.

(t)Taxes. Seller, Guarantor and their respective Subsidiaries have timely filed all federal and state income and all other material tax returns that are required to be filed by them and have timely paid all federal and state taxes and all other material Taxes, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided. There are no Liens for Taxes, except for statutory liens for Taxes not yet due and payable.

(u)Investment Company Act. No Seller Party nor Guarantor is an “investment company”, or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended, and it is not necessary for REO Subsidiary to register under the Investment Company Act for specifically identified reasons other than the exemption provided by Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.

(v)Purchased Assets.

(i)No Seller Party nor Nationstar Servicer has assigned, pledged, or otherwise conveyed or encumbered any Purchased Asset, Underlying Mortgage Loan or Underlying REO Property to any other Person, other than to Buyer, Seller or REO Subsidiary, and immediately prior to the sale or pledge of such Purchased Asset, Underlying Mortgage Loan or Underlying REO Property to Buyer, the related Seller Party and/or Nationstar Servicer, as applicable, was the sole owner of such Purchased Asset, Underlying Mortgage Loan or Underlying REO Property and had good and marketable title thereto, free and clear of all Liens, other than Liens in favor of Buyer, in each case except for Liens to be released simultaneously with the sale or pledge to Buyer hereunder.

(ii)The provisions of this Agreement are effective to either constitute a sale of Repurchase Assets to Buyer or to create in favor of Buyer a valid security interest in all right, title and interest of Seller Parties in, to and under the Repurchase Assets.

(w)Chief Executive Office/Jurisdiction of Organization. On the Effective Date, Seller’s chief executive office, is located at 8950 Cypress Waters Blvd., Coppell, Texas 75019, and has been for the previous five (5) years located at, REO Subsidiary’s chief executive office, is, and has been for the previous five (5) years located at 8950 Cypress Waters Blvd., Coppell, Texas 75019 and Guarantor’s chief executive office, is 8950 Cypress Waters Blvd.,

Coppell, Texas, 75019, and has been for the previous five (5) years located at 350 Highland Drive, Lewisville, Texas 75067 and 8950 Cypress Waters Blvd., Coppell, Texas 75019. On the Effective Date, each of the Seller’s, the REO Subsidiary’s and Guarantor’s jurisdiction of organization is Delaware.

(x)Location of Books and Records. The locations where each Seller Party and Guarantor keep their respective its books and records, including all computer tapes and records related to the Repurchase Assets is its chief executive office.

(y)True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of any Seller Party and/or Guarantor to Buyer in connection with the negotiation, preparation or delivery of this Agreement and the other Facility Documents are true and correct in all material respects, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading.

(z)ERISA.

(i)No liability under Section 4062, 4063, 4064 or 4069 of ERISA has been or is expected by any Seller Party or Guarantor to be incurred by such Seller Party, Guarantor or any ERISA Affiliate thereof with respect to any Plan in an amount that could reasonably be expected to have a Material Adverse Effect.

(ii)Except as would not result in a Material Adverse Effect, no Plan had any minimum required contribution under Section 430 of the Code or any required installment under Section 430(j) of the Code that was due but unpaid or underpaid, as of the last day of the most recent fiscal year of such Plan ended prior to the date hereof, and no Plan which is subject to Section 412 of the Code failed to meet in any respects the requirements of Section 436 of the Code as of such last day. None of Seller, Guarantor or any ERISA Affiliate thereof is subject to a Lien in favor of such a Plan as described in Section 430(k) of the Code or Section 303(k) of ERISA.

(iii)Each Plan of each Seller Party or Guarantor and each of their respective ERISA Affiliates is in compliance in all material respects with the applicable provisions of ERISA and the Code, except where the failure to comply would not result in any Material Adverse Effect.

(iv)Neither Seller nor Guarantor has, nor has any of their respective ERISA Affiliates, incurred a tax liability under Chapter 43 of the Code or a penalty under Section 502(i) of ERISA which has not been paid in full, except where the incurrence of such tax or penalty would not result in a Material Adverse Effect.

(v)Neither Seller nor Guarantor has, nor has any of their respective ERISA Affiliates, incurred, and they do not reasonably expect to incur, any withdrawal liability under Section 4201 of ERISA as a result of a complete or partial withdrawal from a Multiemployer Plan in an amount that could reasonably be expected to have a Material Adverse Effect.

(aa)Agency Approvals. Nationstar Servicer is approved as an issuer and/or seller by each Agency. Nationstar Servicer is in good standing, with no event having occurred or Nationstar Servicer having any reason whatsoever to believe or suspect will occur, including a change in insurance coverage which would either make Nationstar Servicer unable to comply with the eligibility requirements for maintaining all such applicable approvals or require

notification to the applicable Agency. Nationstar Servicer has adequate financial standing, servicing facilities, procedures and experienced personnel necessary for the sound servicing of mortgage loans of the same types as may from time to time constitute Mortgage Loans and in accordance with Accepted Servicing Practices.

(ab)Reserved.

(ac)No Reliance. Each Seller Party and Guarantor have made their own independent decisions to enter into the Facility Documents and each Transaction and as to whether such Transaction is appropriate and proper for them based upon their own judgment and upon advice from such advisors (including legal counsel and accountants) as it has deemed necessary. No Seller Party nor Guarantor is relying upon any advice from Buyer as to any aspect of the Transactions, including the legal, accounting or tax treatment of such Transactions.

(ad)Plan Assets. No Seller Party nor Guarantor is an employee benefit plan as defined in Section 3 of Title I of ERISA that is subject to Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code, and the Repurchase Assets are not “plan assets” within the meaning of 29 CFR §2510.3-101, as modified by Section 3(42) of ERISA (“Plan Assets”), in Seller Party’s or Guarantor’s hands. No Seller Party nor Guarantor is subject to any state or local statute regulating investments of, or fiduciary obligations with respect to governmental plans within the meaning of Section 3(32) of ERISA that would be violated by the transactions contemplated by this Agreement.

(ae)Anti-Money Laundering Laws. The operations of each Seller Party and Guarantor are conducted and have been conducted in all material respects in compliance with the applicable anti-money laundering statutes of all jurisdictions to which such Seller Party and Guarantor, as applicable, is subject and the rules and regulations thereunder, including the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA Patriot Act) (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any Seller Party or Guarantor with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of such Seller Party and Guarantor, threatened.

(af)No Prohibited Persons. No Seller Party nor Guarantor, or, to the knowledge of any Seller Party or Guarantor, no director, officer, agent or employee of any Seller Party, Guarantor or any of their respective Subsidiaries is a Person that is currently the subject of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC-administered sanctions”), or is located, organized or resident in a country or territory that is the subject of OFAC-administered sanctions; and no Seller Party nor Guarantor will directly or indirectly use the proceeds of the Transactions hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, to fund activities of or business with any Person, or in any country or territory, that at the time of such funding or facilitation, is the subject of OFAC-administered sanctions, or in a manner that would otherwise cause any Person (including any Person involved in or facilitating the Transactions, whether as underwriter, advisor, or otherwise) to violate any OFAC-administered sanctions.

(ag)Foreign Corrupt Practices Act. No Seller Party nor Guarantor is, or, to the knowledge of any Seller Party and Guarantor, no director, officer, agent or employee of a Seller Party or Guarantor is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA; and Seller has conducted its businesses in compliance with the FCPA.

(ah)Anti-Corruption Laws and Sanctions. Each Seller Party and Guarantor has implemented and maintains in effect policies and procedures designed to ensure compliance by such Seller Party and Guarantor, their respective Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws, including the FCPA, and applicable Sanctions, and each Seller Party and Guarantor, their respective Subsidiaries and their respective officers and directors and to the knowledge of each Seller Party and Guarantor, its employees are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in a Seller Party or Guarantor being designated as a Sanctioned Person. None of (a) the Seller Parties or Guarantor, to the knowledge of each Seller Party and Guarantor, such Subsidiary, any of their respective directors, officers or employees, or (b) to the knowledge of each Seller Party and Guarantor, any agent of a Seller Party or Guarantor or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.

Section 14.Covenants of Seller. On and as of the date of this Agreement and each Purchase Date and on each day until this Agreement is no longer in force, each of Seller and Guarantor covenant as follows:

(ai)Preservation of Existence; Compliance with Law. Each Seller Party and Guarantor shall:

(vi)preserve and maintain their legal existence and all of their respective material rights, privileges, licenses and franchises necessary for the operation of its business;

(vii)comply in all material respects with the requirements of all applicable laws, rules, regulations and orders, whether now in effect or hereafter enacted or promulgated by any applicable Governmental Authority (including all environmental laws);

(viii)maintain all material licenses, permits or other approvals necessary for Seller to conduct its business and to perform its obligations under the Facility Documents, and shall conduct its business in accordance with applicable laws;

(ix)keep adequate records and books of account, in which complete entries will be made in accordance with GAAP; and

(x)maintain in effect and enforce policies and procedures designed to ensure compliance by each Seller Party, Guarantor, their respective Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions.

(aj)Taxes. Seller, Guarantor and their respective Subsidiaries shall timely file all federal and state income tax returns and all other material tax returns that are required to be filed by them and shall timely pay all federal and state income taxes and all other material Taxes due, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided.

(ak)Notice of Proceedings or Adverse Change. Each of Seller or Guarantor shall give notice to Buyer promptly after a Responsible Officer of Seller or Guarantor, as applicable, has any knowledge of:

(iii)the occurrence of any Event of Default or Termination Event;

(iv)any (a) event of default under any Indebtedness of Seller or (b) litigation, investigation, regulatory action or proceeding that is pending or threatened by or against any Seller Party or Guarantor in any federal or state court or before any Governmental Authority that would reasonably be expected to have a Material Adverse Effect or constitute a Default or Event of Default, and (c) any Material Adverse Effect with respect to any Seller Party or Guarantor;

(v)Reserved;

(vi)as soon as reasonably practicable, upon the occurrence of:

(A)a change in the insurance coverage of Seller or Guarantor, with a copy of evidence of same attached; or

(B)any material change in accounting policies or financial reporting practices of Seller or Guarantor except such changes as required by GAAP;

(C)Reserved;

(D)promptly upon receipt of notice or knowledge of any Lien or security interest (other than security interests created hereby or under any other Facility Document) on, or claim asserted against, any of the Repurchase Assets;

(E)any Securities Issuance Failure; and

(F)any other event, circumstance or condition that has resulted, or would reasonably be expected to result in a Material Adverse Effect.

(a)Financial Reporting. Guarantor shall maintain a system of accounting established and administered in accordance with GAAP, and furnish to Buyer:

(i)Within one hundred twenty (120) days after the close of each fiscal year, Financial Statements, including a statement of income and changes in shareholders’ equity of Guarantor for such year, and the related balance sheet as of the end of such year, all in reasonable detail and accompanied by an opinion of an accounting firm as to said financial statements which opinion shall not be qualified or limited by reference to the status of the Guarantor as a “going concern” or reference of similar import;

(ii)Within forty-five (45) days after the end of each calendar month, the unaudited consolidated balance sheets of Guarantor as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Guarantor for such period and the portion of the fiscal year through the end of such period, subject, however, to year-end adjustments;

(iii)Simultaneously with the furnishing of each of the financial statements to be delivered pursuant to subsections (i) and (ii) above, or monthly upon Buyer’s request, a certificate in a form acceptable to Buyer and certified by an executive officer of such Guarantor which will include, among other things, a list of all existing Indebtedness facilities of Seller Parties and Guarantor and the amounts thereof and any litigation or proceeding that is pending or threatened against any Seller Party and

Guarantor as to which there is a reasonable likelihood of an adverse determination that would exceed the Litigation Threshold or constitute a Material Adverse Effect; and

(iv)Promptly, from time to time, such other information regarding the business affairs, operations and financial condition of Guarantor as Buyer may reasonably request.

(a)Visitation and Inspection Rights. Seller and Guarantor shall permit Buyer to inspect, and to discuss with Seller’s or Guarantor’s, as applicable, officers, agents and auditors, the affairs, finances, and accounts of Seller or Guarantor, as applicable, the Repurchase Assets, and Seller’s or Guarantor’s books and records, and to make abstracts or reproductions thereof and to duplicate, reduce to hard copy or otherwise use any and all computer or electronically stored information or data, in each case, (i) during normal business hours, (ii) upon reasonable prior notice (provided, that upon the occurrence of an Event of Default that is continuing, no notice shall be required), and (iii) at the expense of Seller to discuss with its officers, its affairs, finances, and accounts; provided that Seller’s obligation to reimburse such expenses shall be limited to Buyer’s actual, reasonable and documented out-of-pocket costs and expenses.

(b)Reimbursement of Expenses. On the date of execution of this Agreement, Seller shall reimburse Buyer for all reasonable and documented out-of-pocket expenses incurred by Buyer on or prior to such date. From and after such date, Seller shall promptly reimburse Buyer for all reasonable and documented out-of-pocket expenses as the same are incurred by Buyer and within thirty (30) days of the receipt of invoices therefor.

(c)Further Assurances. Each Seller Party and Guarantor, as applicable, shall execute and deliver to Buyer all further documents, financing statements, agreements and instruments, and take all further action that may be required under applicable law, or that Buyer may reasonably request, in order to effectuate the transactions contemplated by this Agreement and the Facility Documents or, without limiting any of the foregoing, to grant, preserve, protect and perfect the validity and first-priority of the security interests created or intended to be created hereby. Each Seller Party and Guarantor shall do all things necessary to preserve the Repurchase Assets so that they remain subject to a first priority perfected security interest hereunder. Without limiting the foregoing, Seller will comply, in all material respects, with all rules, regulations, and other laws of any Governmental Authority and cause the Repurchase Assets to comply, in all material respects, with all applicable rules, regulations and other laws.

(d)True and Correct Information. All information, reports, exhibits, schedules, financial statements or certificates of Seller, Guarantor or any of their respective officers or agents or otherwise furnished in writing by or on behalf of Seller or Guarantor to Buyer hereunder and during Buyer’s diligence of Seller or Guarantor are and will be true and correct in all material respects and will not omit to disclose any material facts necessary to make the statements therein or therein, in light of the circumstances in which they are made, not misleading. All required financial statements, information and reports delivered by Seller and Guarantor to Buyer pursuant to this Agreement shall be prepared in accordance with GAAP, or in applicable, to SEC filings, the appropriate SEC accounting requirements.

(e)ERISA Events.

(v)Promptly upon becoming aware of the occurrence of any Event of ERISA Termination which together with all other Events of ERISA Termination occurring within the prior 12 months involve a payment of money by or a potential aggregate liability of Seller, Guarantor or any ERISA Affiliate thereof or any combination of such entities in excess of $25,000,000, Seller or Guarantor shall give

Buyer a written notice specifying the nature thereof, what action Seller, Guarantor or any ERISA Affiliate thereof has taken and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto;

(vi)(A) Promptly upon receipt thereof, Seller or Guarantor, as applicable, shall furnish to Buyer copies of (x) all notices received by Seller, Guarantor or any ERISA Affiliate thereof of the PBGC’s intent to terminate any Plan or to have a trustee appointed to administer any Plan; (y) all notices received by Seller, Guarantor or any ERISA Affiliate thereof from the sponsor of a Multiemployer Plan pursuant to Section 4202 of ERISA involving a withdrawal liability in excess of $25,000,000; and (B) promptly upon the filing thereof, Seller or Guarantor shall furnish to Buyer all funding waiver requests filed by Seller, Guarantor or any ERISA Affiliate thereof with the Internal Revenue Service with respect to any Plan, the accrued benefits of which exceed the present value of the plan assets as of the date the waiver request is filed by more than $25,000,000, and thereafter, promptly upon receipt thereof, all communications received by Seller, Guarantor or any ERISA Affiliate thereof from the Internal Revenue Service with respect to any such funding waiver request.

(b)Financial Condition Covenants. Guarantor shall comply with the financial covenants set forth in Section 3 of the Pricing Side Letter.

(c)Use of Proceeds. No Seller Party nor Guarantor will request any Transaction, and no Seller Party nor Guarantor shall use, and shall provide that their respective Subsidiaries and their respective directors, officers, employees and agents shall not use, the proceeds of any Transaction (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or in a European Union member state, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

(d)No Adverse Selection. Neither Seller nor Nationstar Servicer shall select from Early Buyout Mortgage Loans or from Mortgage Loans originated by Nationstar Servicer for which they have an alternative financing source (other than corporate cash), the Purchased Assets, Underlying Mortgage Loans or Underlying REO Property in a manner so as to intentionally adversely affect Buyer’s interests.

(e)Insurance. Each of Seller and Guarantor shall continue to maintain Fidelity Insurance in an aggregate amount at least equal to the greatest minimum amount required by any Agency with respect to Seller and Guarantor. Guarantor shall maintain Fidelity Insurance in respect of its officers, employees and agents, with respect to any claims made in connection with all or any portion of the Repurchase Assets. Guarantor shall notify Buyer of any material change in the terms of any such Fidelity Insurance.

(f)Books and Records. Seller and Guarantor shall, to the extent practicable, maintain and implement administrative and operating procedures (including an ability to recreate records evidencing the Repurchase Assets in the event of the destruction of the originals thereof), and keep and maintain or obtain, as and when required, all documents, books, records and other information reasonably necessary or advisable for the collection of all Repurchase Assets.

(g)Illegal Activities. No Seller Party nor Guarantor shall engage in any conduct or activity that would reasonably be expected to subject its assets to forfeiture or seizure.

(h)Material Change in Business. Guarantor shall maintain its primary business as a residential mortgage servicer.

(i)Limitation on Dividends and Distributions. Following the occurrence and during the continuation of an Event of Default or if an Event of Default would result therefrom, neither Seller nor Guarantor shall make any payment on account of, or set apart assets for, a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any equity interest of Seller or Guarantor, whether now or hereafter outstanding, or make any other distribution or dividend in respect of any of the foregoing or to any shareholder or equity owner of Seller or Guarantor, either directly or indirectly, whether in cash or property or in obligations of Seller, Guarantor or any of Seller’s or Guarantor’s consolidated Subsidiaries.

(j)Disposition of Assets; Liens. No Seller Party nor Nationstar Servicer shall cause any of the Repurchase Assets to be sold, pledged, assigned or transferred; nor shall any Seller Party or Nationstar Servicer create, incur, assume or suffer to exist any mortgage, pledge, Lien, charge or other encumbrance of any nature whatsoever on any of the Repurchase Assets, whether real, personal or mixed, now or hereafter owned, other than Liens in favor of Buyer.

(k)Transactions with Affiliates. No Seller Party nor Guarantor shall enter into any transaction, including the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service with any Affiliate, unless such transaction is (a) not otherwise prohibited in this Agreement and (b)  upon fair and reasonable terms no less favorable to Seller, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.

(l)ERISA Matters.

(vii)Neither Seller nor Guarantor shall permit any event or condition which is described in any of clauses (i) through (viii) of the definition of “Event of ERISA Termination” to occur or exist with respect to any Plan or Multiemployer Plan, as applicable, if such event or condition, together with all other events or conditions described in the definition of Event of ERISA Termination occurring within the prior 12 months, involves the payment of money by or an incurrence of liability of Seller, Guarantor or any ERISA Affiliate thereof, or any combination of such entities in an amount in excess of $25,000,000.

(viii)Neither Seller nor Guarantor shall be an employee benefit plan as defined in Section 3 of Title I of ERISA that is subject to Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code and Sellershall not use Plan Assets to engage in this Agreement or the Transactions hereunder. Seller is not subject to any state or local statute regulating investments of, or fiduciary obligations with respect to governmental plans within the meaning of Section 3(32) of ERISA that would be violated by the transactions contemplated by this Agreement.

(e)Consolidations, Mergers and Sales of Assets. No Seller Party nor Guarantor shall (i) consolidate or merge with or into any other Person (except that Seller or Guarantor may enter into a merger or consolidation if Seller or Guarantor, as applicable, is the surviving entity after such merger or consolidation) or (ii) sell, lease or otherwise transfer all or substantially all of its assets to any other Person.

(f)Asset Reports. On the Reporting Date, Seller will furnish to Buyer monthly electronic Mortgage Loan performance data in the form of Exhibit I attached hereto, including an Asset Schedule that includes all data fields required by FHA, VA, USDA and each Agency and any other additional data fields Buyer may reasonably request in order to determine the Market Value of the Eligible Assets, delinquency reports and static pool reports (i.e., delinquency, foreclosure and net charge-off reports) and monthly stratification reports summarizing the characteristics of the Mortgage Loans. Seller shall provide monthly representation and warranty claim reports as well as reports detailing any repurchases or indemnification. Seller shall also include in such monthly reports furnished to Buyer evidence that the investor codes with respect to any Modification Early Buyouts have been moved from the related GNMA investor code into the Nominee’s code.

(g)Agency Securities. With respect to Pooled Loans, Nationstar Servicer shall only designate Buyer as the party authorized to receive the related Agency Security and shall designate Buyer accordingly on the applicable Form HUD 11711A (Release of Security Interest) or Freddie Mac Form 966E (Warehouse Provider Release and Transfer), as applicable.

(h)Pooled Loans. Nationstar Servicer, as Nominee for Seller, shall deliver to Buyer (i) copies of the relevant Pooling Documents (the originals of which shall have been delivered to the applicable Agency) as Buyer may request from time to time and as required by the applicable Custodial Agreement and (ii) the related Trade Assignment with respect to the related Pooled Loans.Upon the issuance of the Agency Security, Seller shall automatically convey its interests in the Pooled Loans to Nationstar Servicer in exchange for the Agency Security backed by such Pooled Loans, which Nationstar Servicer shall simultaneously convey to Seller.

(i)REO Subsidiary Interests; Participation Interests.

(ix)REO Subsidiary Interests.

(A)Seller shall deliver to Buyer the original REO Subsidiary Certificate re-registered in the name of Buyer.

(B)Neither Seller nor REO Subsidiary shall take any action which results in any REO Subsidiary Certificate being dealt or traded on securities exchanges or securities markets and none of the REO Subsidiary Certificates is nor will they be an investment company security within the meaning of Section 8-103 of the UCC.

(C)Neither Seller nor REO Subsidiary shall issue any new classes under existing REO Subsidiary Certificates that are subject to Transactions hereunder without Buyer’s prior written consent which shall not be unreasonably withheld.

(x)Participation Interests.

(A)Seller shall deliver to Buyer the original Participation Certificate re-registered in the name of Buyer.

(B)Neither Nationstar Servicer nor Seller shall take any action which results in any Participation Certificate being dealt or traded on securities exchanges or securities markets and none of the Participation Certificates is nor will they be an investment company security within the meaning of Section 8-103 of the UCC.

(C)Neither Seller nor Nationstar Servicer shall issue any new classes under existing Participation Certificates that are subject to Transactions hereunder without Buyer’s prior written consent which shall not be unreasonably withheld.

(al)Take-out Payments. With respect to each Underlying Mortgage Loan subject to a Take-out Commitment, Seller shall arrange that all payments under the related Take-out Commitment shall be paid directly to Buyer at the account designated by Buyer in writing prior to such payment (or, with respect to any Take-out Commitment with the applicable Agency, Securities Intermediary pursuant to the Joint Securities Account Control Agreement).

(am)HUD; FHA; VA and USDA Matters.

(i)Conveyance of Eligible Assets; Submission of Claims. With respect to each Underlying Mortgage Loan subject to a Transaction that is an Early Buyout Mortgage Loan, after an Early Buyout:

(A)if an Underlying Mortgage Loan shall become a Pooled Loan subject to a Transaction hereunder then, with respect to such Pooled Loan, Seller shall be deemed to make the representations and warranties listed on Schedule 1-D hereto;

(B)on commencement of an Agency Claim Process, all Underlying Mortgage Loans subject to such Agency Claim Process shall designate the Nationstar Servicer on the USDA, FHA or the applicable Servicer on the VA electronic submission as payee, and Nationstar Servicer or the applicable Servicer shall serve as Nominee for each Seller Party; and

(C)if such Underlying Mortgage Loan becomes subject to foreclosure and conversion to REO Property as contemplated by Section 4(d)(ii), (a) Seller shall (i) notify Buyer in writing that such Underlying Mortgage Loan has become a REO Property and the value attributed to such REO Property by Seller, (ii) deliver, or shall cause to be delivered, to Buyer and the applicable Custodian an Asset Schedule with respect to such REO Property, and (iii) be deemed to make the representations and warranties listed on Schedule 1-A hereto with respect to such REO Property; and (b) solely with respect to an Underlying Mortgage Loan becoming a REO Property (i) such REO Property shall be deemed a REO Property owned by the REO Subsidiary hereunder and its Market Value shall be included in the Market Value of the REO Subsidiary Interests and (ii) to the extent that such conversion results in a Margin Deficit, Seller shall pay such amount in accordance with Section 5 hereof. In connection with any VA Loan, Seller shall obtain a BPO within 30 calendar days following conversion thereof.

(i)Agency Accounts. Seller shall cause Nationstar Servicer (as each Seller Party’s Nominee) to be designated (A) with respect to each FHA Loan, as mortgagee of record on the FHA LEAP System under mortgagee number 26450-00001, (B) with respect to each VA Loan, as the payee on the VALERI system under payee vendor identification number 880587-0000, (C) with respect to each USDA Loan, as the lender of record. In addition, Seller shall provide the lender agreement with respect to Buyer to RHS. Seller shall cause the Nationstar Servicer (as its Nominee) to submit all claims to HUD, VALERI or USDA under the applicable numbers set forth above and to remit all amounts received in connection therewith to the applicable Agency Account. To the extent any of HUD, VA or USDA deducts any amounts owing by Nominee to HUD, VA or USDA, Nationstar Servicer shall deposit, to the Collection Account within

two (2) Business Days following notice or knowledge of such deduction by HUD, VA or USDA, such deducted amounts into the applicable account. Nationstar Servicer shall cause all amounts on deposit in any Agency Account to the Collection Account within two (2) Business Days of receipt as more particularly set forth in Section 32 hereof and thereafter in accordance with Section 6 hereof.

(ii)Approvals. Nationstar Servicer shall be approved by Ginnie Mae as an approved issuer, and Servicer shall be approved by FHA as an approved mortgagee, by VA as an approved VA lender and by USDA as an approved USDA lender, in each case in good standing (such collective approvals and conditions, “Agency Approvals”), with no event having occurred or Nationstar Servicer having any reason whatsoever to believe or suspect will occur prior to the issuance of any Agency Security, including a change in insurance coverage, which would make Nationstar Servicer unable to comply with the eligibility requirements for maintaining all such Agency Approvals or require notification to Ginnie Mae or, to HUD, FHA, VA or USDA. Should Nationstar Servicer, for any reason, cease to possess all such Agency Approvals, or should notification to Ginnie Mae or, to HUD, FHA, VA or USDA be required, Nationstar Servicer shall so notify Buyer promptly in writing. Notwithstanding the preceding sentence, Nationstar Servicer shall take all necessary action to maintain all of its Agency Approvals at all times during the term of this Agreement and each outstanding Transaction. Nationstar Servicer shall service all Early Buyout Mortgage Loans subject to Transactions in accordance with the FHA Regulations, VA Regulations or USDA Regulations, as applicable.

(iii)Seller shall cooperate and do all things deemed necessary or appropriate by Buyer to effectuate the steps as contemplated in this Section 14(aa).

(an)Special Purpose Entity. Unless otherwise consented to by Buyer in writing, and except as permitted by the Facility Documents, Seller shall, and shall cause the REO Subsidiary to be a special purpose entity that shall (i) own no assets and will not engage in any business, other than the assets and transactions specifically contemplated by the Facility Documents and sales, purchases, distribution or contribution of assets made in connection with assets that are no longer subject to a Transaction; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Facility Documents; (iii) not make any loans or advances to any Affiliate or third party and shall not acquire obligations or securities of Seller’s or Guarantor’s Affiliates other than Seller’s ownership of the REO Subsidiary Interests and the Participation Interests; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed, without the Buyer’s prior written consent; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated to the extent consolidation is required under GAAP or as a matter of applicable law; provided, that (A) appropriate notation shall be made on such financial statements if prepared to indicate the separateness of it from such Affiliate and to indicate that its assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (B) such assets shall also be listed on its own separate balance sheet if prepared and (C) shall file its own tax returns if filed, except to the extent consolidation is required or permitted under applicable law); (viii) be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name and shall not identify itself or any of its Affiliates as a division or part of the other; (ix) not enter into any

transactions other than transactions specifically contemplated by the Facility Documents with any Affiliates; (x) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (xi) not engage in or suffer any change in ownership other than transactions specifically contemplated by the Facility Documents, dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (xii) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (xiii) not institute against, or join any other Person in instituting against Seller or REO Subsidiary any proceedings of the type referred to in the definition of “Insolvency Event” hereunder or seek to substantively consolidate the REO Subsidiary or Seller with each other or the Guarantor in connection with any Insolvency Event; (xiv) not hold itself out to be responsible for the debts or obligations of any other Person; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity other than the REO Subsidiary Interests and the Participation Interests; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) not pledge its assets to secure the obligations of any other Person.

(ao)Ineligible Assets. To the extent that an REO Property fails to remain an Eligible Asset due to a material breach of Schedule 1-A(k) (Environmental Matters) which could result in material liability to the any Seller Party, such asset shall be repurchased by Seller within ten (10) Business Days thereof.

(ap)Reserved.

(aq)Anti-Money Laundering Laws. Each Seller Party and Guarantor shall conduct their operations in all material respects in compliance with the applicable Anti-Money Laundering Laws.

(ar)No Prohibited Persons. No Seller Party nor Guarantor is and no director, officer, agent or employee of a Seller Party or Guarantor shall be a Person that is subject of any OFAC-administered sanctions, or shall be located, organized or resident in a country or territory that is the subject of OFAC-administered sanctions; and no Seller Party nor Guarantor will directly or indirectly use the proceeds of the Transactions hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, to fund activities of or business with any Person, or in any country or territory, that at the time of such funding or facilitation, is the subject of OFAC-administered sanctions, or in a manner that would otherwise cause any Person (including any Person involved in or facilitating the Transactions, whether as underwriter, advisor, or otherwise) to violate any OFAC-administered sanctions.

(as)Foreign Corrupt Practices Act. No Seller Party nor Guarantor and no director, officer, agent or employee of a Seller Party or Guarantor shall take any action, directly or indirectly, that would result in a violation by such persons of the FCPA; and Seller shall conduct its businesses in compliance with the FCPA and shall institute and maintain policies and procedures designed to ensure continued compliance therewith.

(at)Investment Company Act. No Seller Party nor Guarantor will be an “investment company”, or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended, and it will not maintain the status of the REO Subsidiary such that it will be necessary for REO Subsidiary to register under the Investment Company Act for specifically identified reasons other than the exemption provided by Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.

Section 15.Events of Default. If any of the following events (each an “Event of Default”) occur, the Seller Parties and Buyer shall have the rights set forth in Section 16 below:

(au)Payment Default. Seller shall default in the payment of (i) any amount payable by it hereunder or under any other Facility Document on account of Repurchase Price or to satisfy a Margin Call, (ii) Price Differential (and such failure to pay Price Differential shall continue for more than two (2) Business Days), (iii) Expenses (and such failure to pay Expenses shall continue for more than two (2) Business Days) or (iv) any other Obligations, when the same shall become due and payable, whether at the due date thereof, or by acceleration or otherwise (and such failure to pay such Obligations shall continue for more than two (2) Business Days); or

(av)Representation and Warranty Breach. Any representation, warranty or certification made or deemed made herein or in any other Facility Document by any Seller Party or Guarantor or any certificate furnished to Buyer pursuant to the provisions hereof or thereof or any information furnished in writing by or on behalf of any Seller Party or Guarantor shall prove to have been untrue or misleading in any material respect as of the time made or furnished (other than the representations and warranties set forth in Schedule 1-A, 1-B, 1-C or 1-D or other information related solely to the Purchased Assets, Underlying Mortgage Loans or Underlying REO Properties, which shall be considered solely for the purpose of determining the Market Value of the Purchased Assets, Underlying Mortgage Loans and Underlying REO Property; unless (i) such Seller Party or Guarantor shall have made any such representations and warranties with actual knowledge that they were materially false or misleading at the time made; or (ii) any such representations and warranties have been determined in good faith by Buyer in its sole discretion to be materially false or misleading on a regular basis), which such breach of any representation, warranty or certification, to the extent it is curable (provided that the representation, warranty and certification contained in Sections 13(c)(Solvency) and (f)(Existence) hereof shall not be curable), shall continue unremedied for a period of ten (10) Business Days following any Seller Party’s or Guarantor’s receipt of notice or knowledge thereof; or

(aw)Immediate Covenant Default. The failure of any Seller Party or Guarantor to perform, comply with or observe any term, covenant or agreement applicable to Seller or Guarantor contained in any of Sections 14(a)(Preservation of Existence; Compliance with Law), (h)(True and Correct Information) to the extent relied upon by Buyer and adversely affecting the Buyer’s decisions, (j)(Financial Condition Covenants), (k) (Use of Proceeds), (l)(No Adverse Selection), (o)(Illegal Activities), (p)(Material Change in Business), (q)(Limitation on Dividends and Distributions), (r)(Disposition of Assets; Liens), (s)(Transactions with Affiliates), (t)(ii)(ERISA Matters), (u)(Consolidations, Mergers and Sales of Assets), (aa)(HUD; FHA; VA and USDA Matters) (excluding, for the avoidance of doubt, the representations and warranties listed on Schedule 1-A or Schedule 1-D and referenced therein) or (bb)(Special Purpose Entity); or

(ax)Additional Covenant Defaults. Any Seller Party or Guarantor shall fail to observe or perform any other covenant or agreement contained in this Agreement (and not identified in clause (c) of Section 15 hereof) or any other Facility Document, and if such default shall be capable of being remedied, and such failure to observe or perform shall continue unremedied for a period of ten (10) Business Days following any Seller Party’s or Guarantor’s receipt of notice or knowledge thereof; or

(ay)Judgments. A judgment or judgments for the payment of money in excess of the Litigation Threshold in the aggregate shall be rendered against any Seller Party, Guarantor or any of their Affiliates by one or more courts, administrative tribunals or other bodies having jurisdiction and the same shall not be satisfied, discharged (or provision shall not be made for

such discharge) or bonded, or a stay of execution thereof shall not be procured, within 30 days from the date of entry thereof, and such Seller Party or Guarantor or any such Affiliate shall not, within said period of 30 days, or such longer period during which execution of the same shall have been stayed or bonded, appeal therefrom and cause the execution thereof to be stayed during such appeal; or

(az)Cross-Default. Seller or Guarantor shall be in default under (A)(i) any Indebtedness of Seller or Guarantor to Buyer which default (1) involves the failure to pay a matured obligation, or (2) permits the acceleration of the maturity of obligations by any other party to or beneficiary with respect to such Indebtedness, or (ii) any other contract to which Seller or Guarantor and Buyer are parties which default (1) involves the failure to pay a matured obligation, or (2) permits the acceleration of the maturity of obligations by any other party to or beneficiary of such contract, (B) any Indebtedness, in the aggregate, in excess of $25,000,000 of Seller or Guarantor which default (1) involves the failure to pay a matured obligation, or (2) permits the acceleration of the maturity of obligations by any other party to or beneficiary with respect to such Indebtedness; or

(ba)Insolvency Event. An Insolvency Event shall have occurred with respect to any Seller Party or Guarantor; or

(bb)Enforceability. For any reason this Agreement at any time shall not to be in full force and effect in all material respects or shall not be enforceable in all material respects in accordance with its terms, or any Lien granted pursuant hereto shall fail to be perfected and of first priority, or any Seller Party or Guarantor shall contest the validity, enforceability, perfection or priority of any Lien granted pursuant thereto, or any party hereto (other than Buyer) shall seek to disaffirm, terminate, limit or reduce its obligations hereunder; or

(bc)Liens. Any Seller Party or Guarantor shall grant, or suffer to exist, any Lien on any Repurchase Asset (except any Lien in favor of Buyer or any Lien consented to by Buyer in writing); or

(bd)Material Adverse Effect. A Material Adverse Effect shall occur as determined by Buyer in its sole good faith discretion; or

(be)ERISA. (i) any Seller Party, Guarantor or any ERISA Affiliate shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any failure to comply with the minimum funding requirements set forth in Code Section 412 or any Lien in favor of the PBGC or the Plan shall arise on the assets of any Seller Party, Guarantor or ERISA Affiliate, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed to administer or to terminate any Plan, (iv) any Plan shall terminate for purposes of Title IV of ERISA, (v) Seller or any ERISA Affiliate shall, or in the reasonable opinion of Buyer is likely to, incur any liability in connection with the withdrawal from, or the insolvency of a Multiemployer Plan, or (vi) any other event or condition shall occur or exist with respect to a Plan, and in each case in clauses (i) through (v) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect; or

(bf)Change in Control. A Change in Control shall have occurred; or

(bg)Reserved; or

(bh)Reserved; or

(bi)Inability to Perform. Any Seller Party or Guarantor shall admit its inability to, or its intention not to, perform any of such Seller Party’s Obligations or Guarantor’s Obligations (as such term is defined in the Guaranty), as applicable; or

(bj)Reserve Account Maintenance. The Seller has knowledge that the amount on deposit in the Reserve Account is below the Reserve Account Required Balance and the deficiency is not deposited on the next applicable Payment Date; or

(bk)Guarantor Breach. A breach by Guarantor of any material representation, warranty or covenant set forth in the Guaranty or any other Facility Document, any repudiation of the Guaranty by the Guarantor, or if the Guaranty is not enforceable against the Guarantor; or

(bl)Custodian. Any Custodian fails to maintain its good standing under the Agency requirements, FHA Regulations, VA Regulations or USDA Regulations and is not replaced in accordance with the related Custodial Agreement and the related Asset Files are not transferred to a replacement custodian acceptable to Buyer (such acceptance not to be unreasonably withheld or delayed) within sixty (60) calendar days following Guarantor’s receipt of notice or knowledge thereof.

Section 16.Remedies. (a) If an Event of Default occurs with respect to a Seller Party or Guarantor, the following rights and remedies are available to Buyer; provided, that an Event of Default shall be deemed to be continuing unless expressly waived by Buyer in writing and once waived shall be deemed not to be continuing.

(i)At the option of Buyer, exercised by written notice to such Seller Party (which option shall be deemed to have been exercised, even if no notice is given, immediately upon the occurrence of an Insolvency Event of a Seller Party or Guarantor), the Repurchase Date for each Transaction hereunder, if it has not already occurred, shall be deemed immediately to occur. Buyer shall (except upon the occurrence of an Insolvency Event of a Seller Party or Guarantor) give notice to the applicable Seller Party of exercise of such option as promptly as practicable.

(ii)If Buyer exercises or is deemed to have exercised the option referred to in subsection (a)(i) of this Section,

(A)Seller’s obligations in such Transactions to repurchase all Purchased Assets and Repurchase Assets, at the Repurchase Price therefor on the Repurchase Date determined in accordance with subsection (a)(i) of this Section, (1) shall thereupon become immediately due and payable, (2) all Income paid after such exercise or deemed exercise shall be retained by Buyer and applied to the aggregate unpaid Repurchase Price and any other amounts owed by Seller hereunder, and (3)  Seller Parties and Guarantor shall immediately deliver to Buyer any Purchased Assets, Repurchase Assets and Underlying Assets subject to such Transactions then in such Seller Party’s or Guarantor’s possession or control;

(B)to the extent permitted by applicable law, the Repurchase Price with respect to each such Transaction shall be increased by the aggregate amount obtained by daily application of, on a 360 day per year basis for the actual number of days during the period from and including the date of the exercise or deemed exercise of such option to but excluding the date of payment of the Repurchase Price as so increased, (x) the Post-Default Rate in effect following an Event of Default to (y) the Purchase Price for such Transaction as of the Repurchase Date as determined pursuant to subsection (a)(i) of this Section (decreased as of any day by (i) any amounts actually in the possession of Buyer

pursuant to clause (C) of this subsection, and (ii) any proceeds from the sale of Purchased Assets and Repurchase Assets applied to the Repurchase Price pursuant to subsection (a)(iv) of this Section; and

(C)all Income actually received by Buyer pursuant to Section 6 hereof shall be applied to the aggregate unpaid Obligations owed by Seller.

(iii)Upon the occurrence of one or more Events of Default, Buyer shall have the right to obtain physical possession of all files of Seller relating to the Purchased Assets and the Repurchase Assets and all documents relating to the Purchased Assets and Repurchase Assets which are then or may thereafter come in to the possession of Seller or any third party acting for Seller and Seller shall deliver to Buyer such assignments as Buyer shall request. Buyer shall be entitled to specific performance of all agreements of Seller contained in Facility Documents.

(iv)At any time on the Business Day following notice to Seller (which notice may be the notice given under subsection (a)(i) of this Section), in the event Seller has not repurchased all Purchased Assets and Repurchase Assets, Buyer may (A) immediately sell, without demand or further notice of any kind, at a public or private sale and at such price or prices as Buyer may deem satisfactory any or all Purchased Assets and the Repurchase Assets subject to a such Transactions hereunder and apply the proceeds thereof to the aggregate unpaid Repurchase Prices and any other amounts owing by Seller hereunder or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Assets and Repurchase Assets, to give Seller credit for such Purchased Assets and the Repurchase Assets in an amount equal to the Buyer’s Market Value of the Purchased Assets and Repurchase Assets against the aggregate unpaid Repurchase Price and any other amounts owing by Seller hereunder. The proceeds of any disposition of Purchased Assets and the Repurchase Assets shall be applied as determined by Buyer in its sole discretion and any amount remaining after application to the Repurchase Price and any other Obligations owed by Seller under this Agreement shall be distributed to Seller.

(v)Each Seller Party and Guarantor shall be liable to Buyer for (i) the amount of all reasonable and documented legal or other out-of-pocket expenses (including all reasonable out-of-pocket costs and expenses of Buyer in connection with the enforcement of this Agreement or any other agreement evidencing a Transaction, whether in action, suit or litigation or bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally, further including the reasonable out-of-pocket fees and expenses of counsel incurred in connection with or as a result of an Event of Default, (ii) damages in an amount equal to the reasonable third-party out-of-pocket cost (including all reasonable out-of-pocket fees, expenses and commissions) of entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of an Event of Default, and (iii) any other reasonable and documented out-of-pocket loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default in respect of a Transaction.

(vi)Buyer shall have, in addition to its rights hereunder, any rights otherwise available to it under any other agreement or applicable law.

(j)Buyer may exercise one or more of the remedies available hereunder immediately upon the occurrence of an Event of Default which is continuing and at any time thereafter without notice to the Seller Parties or Guarantor. All rights and remedies arising under this Agreement as amended from time to time hereunder are cumulative and not exclusive of any other rights or remedies which Buyer may have.

(k)Buyer may enforce its rights and remedies hereunder without prior judicial process or hearing, and each Seller Party and Guarantor hereby expressly waives any defenses such Seller Party or Guarantor might otherwise have to require Buyer to enforce its rights by judicial process. Each Seller Party and Guarantor also waives any defense (other than a defense of payment or performance) such Seller Party or Guarantor might otherwise have arising from the use of nonjudicial process, enforcement and sale of all or any portion of the Repurchase Assets, or from any other election of remedies. Each Seller Party and Guarantor recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s length.

(l)To the extent permitted by applicable law, each Seller Party and Guarantor shall be liable to Buyer for interest on any amounts owing by a Seller Party hereunder, from the date any Seller Party or Guarantor becomes liable for such amounts hereunder until such amounts are (i) paid in full by such Seller Party or Guarantor or (ii) satisfied in full by the exercise of Buyer’s rights hereunder. Interest on any sum payable by a Seller Party to Buyer under this paragraph 16(d) shall be at a rate equal to the Post-Default Rate.

(m)Without limiting the rights of Buyer hereto to pursue all other legal and equitable rights available to Buyer for a Seller Party’s or Guarantor’s failure to perform its obligations under this Agreement, each Seller Party and Guarantor acknowledges and agrees that the remedy at law for any failure to perform obligations hereunder would be inadequate and Buyer shall be entitled to specific performance, injunctive relief, or other equitable remedies in the event of any such failure. The availability of these remedies shall not prohibit Buyer from pursuing any other remedies for such breach, including the recovery of monetary damages.

(n)Seller and Nationstar Servicer agrees that, following an Event of Default, it shall cooperate with the Buyer to name the Buyer or its designee as the mortgagee of record on the FHA LEAP System and VA and USDA electronic registration systems.

Section 17.Termination Event. If one of the following events (a “Termination Event”) occurs, Buyer shall have the right to immediately terminate the Servicer:

(i)An Event of Default under the Facility Documents;

(ii)Servicer (other than Nationstar Servicer) materially breaches or fails to comply with the Servicing Agreement and such breach or failure continues uncured or unremedied for a period of thirty (30) calendar days (in either case, without regard to any other cure periods);

(iii)Servicer ceases to be an approved servicer for Fannie Mae, Freddie Mac, Ginnie Mae, HUD, VA or USDA;

(iv)The amount on deposit in the Reserve Account is below the Reserve Account Required Balance and the deficiency is not deposited by the next Payment Date;

(v)Servicer demonstrates a consistent pattern of failing to make any required servicing advance, to the extent that such failure impairs FHA Mortgage Insurance coverage, or VA Loan Guaranty Agreement coverage or USDA guaranty coverage, with respect to any Underlying Mortgage Loan or gives rise to a liability to HUD, FHA, VA or USDA as determined by Buyer in its good faith discretion;

(vi)Servicer fails to make a required deposit to the Collection Account within two (2) Business Days of receipt of such amounts;

(vii)Servicer provides a notice of its intent to resign as Servicer of the Underlying Mortgage Loans and Underlying REO Property and a new Servicer reasonably acceptable to Buyer is not appointed within thirty (30) calendar days;

(viii)Seller or Servicer is subject to FHA, HUD, VA or USDA fees or penalties in excess of $100,000which are not in dispute by the Seller or Servicer and have not been paid or is subject to a set-off by any of FHA, HUD, VA or USDA, in either case and which is not paid within two (2) Business Days; or

(ix)The occurrence of an FHA Loss Rate Trigger.

Section 18.Indemnification and Expenses. (a) Seller and Guarantor agree to hold Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind (including reasonable fees of counsel) which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, “Costs”), relating to or arising out of this Agreement, any other Facility Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Facility Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than the Indemnified Party’s lack of good faith, gross negligence or willful misconduct; provided, however, that Buyer shall be responsible for all Costs incurred by any Indemnified Party in connection with the development, preparation, negotiation and execution and delivery of this Agreement and the related Facility Documents on the Amendment Effective Date. Without limiting the generality of the foregoing, Seller and Guarantor agree to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Purchased Assets and Underlying Assets relating to or arising out of any Taxes incurred or assessed as a result of such Indemnified Party having legal ownership of the Purchased Assets or Underlying Assets, that, in each case, results from anything other than the Indemnified Party’s lack of good faith, gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Purchased Asset or Underlying Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset or Underlying Asset, Seller and Guarantor will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller or Guarantor of any obligation thereunder or arising out of any other agreement, Indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller and Guarantor also agree to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of Buyer’s rights under this Agreement, any other Facility Document or any transaction contemplated hereby or thereby, including the out-of-pocket reasonable and documented fees and disbursements of its counsel. Except as otherwise expressly provided for in this Section 18(a), Section 18(a) shall not apply with respect to Taxes.

(a)Seller agrees to pay within thirty (30) calendar days of receipt of an invoice from Buyer all of the reasonable and documented out-of-pocket costs and expenses incurred by Buyer in connection (i) with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement, any other Facility Document or any other documents prepared in connection herewith or therewith (other than any such amendment entered into on the Amendment Effective Date), (ii) with the consummation and administration of the transactions contemplated hereby and thereby including filing fees and all the fees, disbursements and expenses of counsel to Buyer which amount shall be deducted from the Purchase Price paid for the first Transaction hereunder, (iii) all reasonable and documented out-

of-pocket expenses of the Buyer and the Buyer’s counsel (including the reasonable fees, disbursements and other charges of counsel) in connection with the enforcement of the Facility Documents and (iv) all reasonable fees and expenses of the Verification Agent and the Custodians. Subject to the limitations set forth in Section 32 hereof, Seller agrees to pay within thirty (30) calendar days of receipt of an invoice from Buyer all the reasonable due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to Mortgage Loans and REO Properties submitted by Seller for purchase under this Agreement, including those out of pocket costs and expenses incurred by Buyer pursuant to this Section 18(b) and Section21 hereof.

(b)The obligations of Seller from time to time to pay the Repurchase Price, the Periodic Advance Repurchase Payments, and all other amounts due under this Agreement shall be full recourse obligations to the Seller.

Section 19.Servicing.

(a)Nationstar Servicer shall, to the extent it is the Servicer, service the Underlying Mortgage Loans and Underlying REO Properties, on Buyer’s behalf, consistent with the degree of skill and care that such Servicers customarily require with respect to similar Mortgage Loans and REO Property owned or managed by such Servicers and in accordance with the Accepted Servicing Practices and with the terms of this Agreement, but, in no event, of a lesser standard than the degree of skill and care Nationstar Servicer requires for Mortgage Loans it services for its own account.

(b)Nationstar Servicer shall (and shall cause each Servicer to) submit all claims required to realize on the FHA insurance within the timeframes prescribed by HUD, under Seller’s HUD mortgagee number.

(c)Seller Parties or Nationstar Servicer, on Buyer’s behalf, may contract with one or more Servicers to service the Underlying Mortgage Loans and Underlying REO Properties consistent with the degree of skill and care that Nationstar Servicer customarily requires with respect to similar Mortgage Loans and REO Properties owned or managed by such Servicers and in accordance with Accepted Servicing Practices. The Nationstar Servicer shall (and the Seller shall cause each Servicer to) (i) comply in all material respects with all applicable Federal, State and local laws and regulations, (ii) maintain all state and federal licenses necessary for it to perform its servicing responsibilities hereunder and (iii) not materially impair the rights of Buyer in any Underlying Mortgage Loans and Underlying REO Properties or any payment thereunder. The form and substance of any Servicing Agreement shall be approved by Buyer and Buyer shall be an intended third-party beneficiary of such Servicing Agreement. Buyer may terminate the servicing of any Mortgage Loan or Underlying REO Property with the then existing servicer in accordance with Section 19(d) hereof. Any Servicing Agreement shall not be materially amended without the written consent of Buyer, which may be granted or withheld in its sole good faith discretion; provided, that the Seller provide the Buyer with written notice of any amendment of such Servicing Agreement, including a copy of such amendment.

(d)Nationstar Servicer shall, and Seller Parties shall cause the Servicer to hold or cause to be held all escrow funds collected by Nationstar Servicer and Servicer with respect to any Purchased Asset, Underlying Mortgage Loan and Underlying REO Properties in trust accounts and shall apply the same for the purposes for which such funds were collected.

(e)Nationstar Servicer shall, and Seller shall cause the Servicer to, deposit all collections received by Servicer on behalf of Seller on account of the Early Buyout Assets (other than Performing Modification Early Buyouts) subject to a Transaction in the Collection Account no later than two (2) Business Days following receipt.

(f)Seller shall, provide promptly to Buyer (i) a Servicer Notice addressed to and agreed to by the Servicer of the related Purchased Assets, Underlying Mortgage Loans and Underlying REO Properties, advising such Servicer of such matters as Buyer may reasonably request, including recognition by the Servicer of Buyer’s interest in such Purchased Assets, Underlying Mortgage Loans and Underlying REO Properties and the Servicer’s agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the Purchased Assets, Underlying Mortgage Loans and Underlying REO Properties and any related Income with respect thereto.

(g)Upon the occurrence and during the continuation of an Event of Default or a Termination Event, Buyer shall have the right to immediately terminate the Servicer’s right to service the Purchased Assets, Underlying Mortgage Loans and Underlying REO Properties without payment of any penalty or termination fee. Each of Nationstar Servicer and Seller shall cooperate in transferring the servicing of the Purchased Assets, Underlying Mortgage Loans and Underlying REO Properties to a successor servicer appointed by Buyer in its sole discretion. For the avoidance of doubt any termination of the Servicer’s rights to service by the Buyer as a result of an Event of Default shall be deemed part of an exercise of the Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement. Upon the occurrence and during the continuation of an Event of Default or Servicer Termination Event hereunder, Nationstar Servicer will comply with the Buyer’s instructions with respect to the Purchased Assets, Underlying Mortgage Loans and the Underlying REO Property, to the extent permitted by applicable law.

(h)If Nationstar Servicer or Seller should discover that, for any reason whatsoever, any entity responsible to Seller by contract for managing or servicing any such Purchased Asset, Underlying Mortgage Loans and Underlying REO Properties has failed to perform fully Seller’s obligations under the Facility Documents or any of the obligations of such entities with respect to the Purchased Assets, Underlying Mortgage Loans and Underlying REO Properties, Seller or Nationstar Servicer shall promptly notify Buyer.

(i)For the avoidance of doubt, no Seller Party, Guarantor nor Servicer retains any economic rights to the servicing of the Purchased Assets, Underlying Mortgage Loans and Underlying REO Properties; provided that the Nationstar Servicer shall continue to service the Purchased Assets, Underlying Mortgage Loans and Underlying REO Properties hereunder as part of its Obligations hereunder. As such, each Seller Party and Guarantor expressly acknowledges that the Purchased Assets, Underlying Mortgage Loans and Underlying REO Properties are sold to Buyer or transferred to REO Subsidiary, as applicable, on a “servicing released” basis.

Section 20.Recording Of Communications. Buyer, Seller and Nationstar Servicer shall have the right (but not the obligation) from time to time to make or cause to be made tape recordings of communications between its employees and those of the other party with respect to Transactions upon prior written notice to the other party of such recording.

Section 21.Due Diligence. Each of Seller and Guarantor acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller Parties, Guarantor, the Servicer, the Purchased Assets, Underlying Mortgage Loans and Underlying REO Property subject to any Transaction hereunder, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each of Seller and Guarantor agrees that (a) upon reasonable prior notice to Seller unless an Event of Default shall have occurred that is continuing, in which case no notice is required, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of the Asset Files and any and all documents, records, agreements, instruments or information relating to such Purchased Assets, Underlying Mortgage Loans and

Underlying REO Properties of the Seller (the “Due Diligence Documents”) in the possession or under the control of Seller, Guarantor, Servicer and/or the Custodians, or (b) upon request, Seller shall create and deliver to Buyer within twenty (20) calendar days of such request, an electronic copy on CD or DVD, in a format acceptable to Buyer, of such Due Diligence Documents as Buyer may request. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Asset Files, the Purchased Assets, the Underlying REO Property and the Underlying Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may purchase Purchased Assets from Seller based solely upon the information provided by, or on behalf of, Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets, Underlying Mortgage Loans or Underlying REO Properties subject to a Transaction, including ordering appraisals or BPOs, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Underlying Mortgage Loan, as well as reviews of claim history and files with FHA, VA and USDA and verification of FHA Mortgage Insurance in place, VA Loan Guaranty Agreement in place and USDA guaranty in place. Buyer may due diligence such Purchased Assets, Underlying Mortgage Loans and Underlying REO Properties itself or engage a mutually agreed upon third party due diligence firm to perform such due diligence, subject to such third party due diligence firm executing the Buyer’s standard form of non-disclosure agreement. Seller agrees to cooperate with Buyer and any third party due diligence firm in connection with such underwriting, including, but not limited to, providing Buyer and any third party due diligence firm with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets, Underlying Mortgage Loans and Underlying REO Properties in the possession, or under the control, of Seller. Seller further agrees that Seller shall pay all reasonable third-party out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 21 (“Due Diligence Costs”) in an amount not to exceed the Due Diligence Cap per calendar year; provided that the Due Diligence Cap shall not apply upon the occurrence and continuance of an Event of Default.

Section 22.Assignability.

(o)The rights and obligations of the parties under this Agreement and under any Transaction shall not be assigned by any Seller Party or Guarantor without the prior written consent of Buyer. Subject to the foregoing, this Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in this Agreement express or implied, shall give to any Person, other than the parties to this Agreement and their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Agreement. Buyer may, from time to time with Seller’s consent, such consent not to be unreasonably withheld, assign all or a portion of its rights and obligations under this Agreement and the Facility Documents pursuant to an executed assignment and acceptance by Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned; provided, however, that no consent shall be required (i) for an assignment to an Affiliate of Buyer that is a “U.S. person” within the meaning of Section 7701(a)(30) of the Code or a non-U.S. person that is entitled to a complete exemption from U.S. federal withholding tax on the receipt of interest (and can document such exemption) or (ii) after the occurrence of an Event of Default that is continuing. Upon such assignment, (a) such assignee shall be a party hereto and to each Facility Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Buyer hereunder and (b) Buyer shall, to the extent that such rights and obligations have been so assigned by it be released from its obligations hereunder and under the Facility Documents. Unless otherwise stated in the Assignment and Acceptance, Seller shall continue to take directions solely from Buyer unless

otherwise notified by Buyer in writing. Buyer may distribute to any prospective assignee any document or other information delivered to Buyer by a Seller Party or Guarantor.

(p)Buyer may sell participations to one or more Persons in or to all or a portion of its rights and obligations under this Agreement at no additional cost or expense to Seller or Guarantor; provided, however, that (i) Buyer’s obligations under this Agreement shall remain unchanged, (ii) Buyer shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) each Seller Party shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Facility Documents except as provided in Section 8 hereof; provided, however, that such participants shall have the same benefits as the Buyer with respect to yield protection and increased cost provisions but only to the extent of the claims that the Buyer would have and voting rights of such participants shall be limited to those matters with respect to which the affirmative vote of the Buyer from which it purchased its participation would be required as described in the Facility Documents; provided, further, however, that for the avoidance of doubt, if Buyer is unable to effectuate or continue a participation, Buyer may not pass through any increased costs to funding to Seller arising solely as a result of Buyer’s inability to so participate.

(q)Buyer shall, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 22, provide Seller and Guarantor at least ten (10) calendar days prior notice if the prospective assignee or participant is not an Affiliate of the Buyer.

(r)Buyer may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 22, disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to a Seller Party, Guarantor or any of their Subsidiaries or to any aspect of the Transactions that has been furnished to Buyer by or on behalf of a Seller Party, Guarantor or any of their Subsidiaries; provided that such assignee or participant agrees to hold such information subject to the Buyer’s standard non-disclosure agreement.

(s)In the event Buyer assigns all or a portion of its rights and obligations under this Agreement, the parties hereto agree to negotiate in good faith an amendment to this Agreement to add agency provisions similar to those included in repurchase agreements for similar syndicated repurchase facilities.

Section 23.Transfer and Maintenance of Register.

(a)Subject to acceptance and recording thereof pursuant to paragraph (b) of this Section 23, from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of Buyer under this Agreement. Any assignment or transfer by Buyer of rights or obligations under this Agreement that does not comply with this Section 23 shall be treated for purposes of this Agreement as a sale by such Buyer of a participation in such rights and obligations in accordance with Section 23(b) hereof.

(b)Seller shall maintain a register (the “Register”) on which it will record Buyer’s rights hereunder, and each Assignment and Acceptance and participation. The Register shall include the names and addresses of Buyer (including all assignees, successors and participants) and the percentage or portion of such rights and obligations assigned. Failure to make any such recordation, or any error in such recordation shall not affect Seller’s obligations in respect of such rights. If Buyer sells a participation in its rights hereunder, it shall provide Seller, or maintain as agent of Seller, the information described in this paragraph and permit

Seller to review such information as reasonably needed for Seller to comply with its obligations under this Agreement or under any applicable Requirement of Law.

Section 24.Tax Treatment. Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes, to treat each Transaction as Indebtedness of the Seller that is secured by the Purchased Assets and that the Purchased Assets are owned by Seller and the Underlying REO Properties are owned by REO Subsidiary in the absence of a Default by Seller. All parties to this Agreement agree to such treatment and agree to take no action inconsistent with this treatment, unless required by law.

Section 25.Set-Off. (a) In addition to any rights and remedies of Buyer hereunder and by law, Buyer shall have the right, without prior notice to Seller or Guarantor, any such notice being expressly waived by Seller and Guarantor to the extent permitted by applicable law to set-off and appropriate and apply against any Obligation from Seller, Guarantor or any Affiliate thereof to Buyer or any of its Affiliates any and all deposits (except with respect to funds and/or proceeds which the Seller holds in a custodial, escrow or trust capacity), in any currency, and any other obligation (including to return excess margin), credits, Indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by or due from Buyer or any Affiliate thereof to or for the credit or the account of Seller, Guarantor or any Affiliate thereof. Buyer agrees promptly to notify Seller after any such set-off and application made by Buyer; provided that the failure to give such notice shall not affect the validity of such set-off and application.

(a)Buyer shall at any time after an Event of Default has occurred that is continuing, have the right, in each case until such time as Buyer determines otherwise, to retain, to suspend payment or performance of, or to decline to remit, any amount or property that Buyer would otherwise be obligated to pay, remit or deliver to Seller hereunder.

Section 26.Terminability. Each representation and warranty made or deemed to be made by entering into a Transaction, herein or pursuant hereto shall survive the making of such representation and warranty, and Buyer shall not be deemed to have waived any Default that may arise because any such representation or warranty shall have proved to be false or misleading, notwithstanding that Buyer may have had notice or knowledge or reason to believe that such representation or warranty was false or misleading at the time the Transaction was made. The obligations of Seller under Section 18 hereof shall survive the termination of this Agreement.

Section 27.Notices And Other Communications. Except as otherwise expressly permitted by this Agreement, all notices, requests and other communications provided for herein (including any modifications of, or waivers, requests or consents under, this Agreement) shall be given or made in writing (including by electronic mail, telecopy or other electronic delivery) delivered to the intended recipient at the “Address for Notices” specified below its name on the signature pages hereof or thereof); or, as to any party, at such other address as shall be designated by such party in a written notice to each other party. Except as otherwise provided in this Agreement and except for notices given under Section 4 hereof (which shall be effective only on receipt), all such communications shall be deemed to have been duly given when transmitted by electronic mail, telecopy or other electronic delivery or when personally delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as aforesaid. In all cases, to the extent that the related individual set forth in the respective “Attention” line is no longer employed by the respective Person, such notice may be given to the attention of a Responsible Officer of the respective Person or to the attention of such individual or individuals as subsequently notified in writing by a Responsible Officer of the respective Person.

Section 28.Entire Agreement; Severability; Single Agreement. (a) This Agreement, together with the Facility Documents, constitute the entire understanding among Buyer, the Seller Parties and the Guarantor with respect to the subject matter they cover and shall supersede any existing agreements between the parties containing general terms and conditions for repurchase transactions involving Purchased Assets, Underlying Mortgage Loans and Underlying REO Properties. By acceptance of this Agreement, Buyer, the Seller Parties and Guarantor acknowledge that they have not made, and are not relying upon, any statements, representations, promises or undertakings not contained in this Agreement. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

(c)Buyer, the Seller Parties and Guarantor acknowledge that, and have entered hereinto and will enter into each Transaction hereunder in consideration of and in reliance upon the fact that, all Transactions hereunder constitute a single business and contractual relationship and that each has been entered into in consideration of the other Transactions. Accordingly, each of Buyer, each Seller Party and Guarantor agrees (i) to perform all of its obligations in respect of each Transaction hereunder, and that a default in the performance of any such obligations shall constitute a default by it in respect of all Transactions hereunder, (ii) that payments, deliveries, and other transfers made by either of them in respect of any Transaction shall be deemed to have been made in consideration of payments, deliveries, and other transfers in respect of any other Transactions hereunder, and the obligations to make any such payments, deliveries, and other transfers may be applied against each other and netted and (iii) to promptly provide notice to the other after any such set off or application.

Section 29.GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL GOVERN.

Section 30.SUBMISSION TO JURISDICTION; WAIVERS. EACH SELLER PARTY, GUARANTOR AND BUYER HEREBY IRREVOCABLY AND UNCONDITIONALLY:

(t)SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER FACILITY DOCUMENTS, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

(u)CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

(v)AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH UNDER ITS

SIGNATURE BELOW OR AT SUCH OTHER ADDRESS OF WHICH BUYER SHALL HAVE BEEN NOTIFIED;

(w)AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION; AND

(x)BUYER, EACH SELLER PARTY AND GUARANTOR HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER FACILITY DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 31.No Waivers, etc.. No failure on the part of Buyer to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege under any Facility Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any Facility Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. An Event of Default and Termination Event shall each be deemed to be continuing unless expressly waived by Buyer in writing and shall be deemed not to be continuing if expressly waived in writing by the Buyer.

Section 32.Nominee.

(d)Appointment of Nominee; Maintenance of Accounts.

(i)Seller Parties, Servicer and Buyer hereby acknowledge and agree, and Seller Parties hereby appoint, the Servicer as (w) their nominee as mortgagee of record and payee on the FHA LEAP System and the Servicer hereby accepts such appointment, (x) their nominee as payee on the VALERI system and the Servicer hereby accepts such appointment, (y) as their nominee as the lender of record and payee with the RHS and the Servicer hereby accepts such appointment, and (z) as nominee and agent of Seller Parties and Buyer as set forth herein.

(ii)With respect to those Mortgage Loans that are FHA Loans, Seller Parties and Buyer desire that the Nominee be designated as mortgagee of record on the FHA LEAP System under mortgagee number 26450-00001, and Servicer shall submit all claims to HUD under such applicable number for remittance of amounts to the account designated as NSM Payment Clearing Wire Account 4121967343 (the “FHA Account”). Seller Parties hereby instruct Nominee to remit all amounts on deposit in any FHA Account to the Payment Account within two (2) Business Days of receipt.

(iii)With respect to those Mortgage Loans that are VA Loans, Seller Parties and Buyer desire that the Nominee be designated as the payee under payee vendor identification number 880587-0000, and Servicer shall submit all claims to VALERI under such applicable number for remittance of amounts to the account designated as NSM Payment Clearing Wire Account 4121967343 (the “VA Account”). Any amounts paid by VALERI with respect to a VA Loan shall be paid to Nominee; such amounts shall be remitted by Nominee into the Payment Account within two (2) Business Days of receipt.

(iv) With respect to those Mortgage Loans that are USDA Loans, Seller Parties and Buyer desire that the Nominee be designated as the lender of record under identification number 752921540, and Servicer shall submit all claims to RHS under such applicable number for remittance of amounts to the account designated as NSM Payment Clearing Wire Account 4121967343 (the “USDA Account”). RHS shall make payment of any claim with respect to a USDA Loan directly to Nominee for remittance into the Payment Account within two (2) Business Days of receipt. Seller Parties provide the lender agreement with respect to the Buyer to the RHS.

(v)Following receipt by Nominee and Servicer each of written notice of the occurrence of a Termination Event or an Event of Default, the Nominee and Servicer each agrees to take direction from the Buyer with respect to the FHA Loans, VA Loans and USDA Loans. Prior to such time, Nominee and Servicer each shall take direction from Seller Parties with respect to such FHA Loans, VA Loans and USDA Loans.

(vi)It is the intent of the Seller Parties, Servicer and the Buyer that the Nominee retain bare legal title to the Mortgage Loans and Underlying REO Property for all purposes including for purposes of Section 541(d) of the Bankruptcy Code and accordingly, Servicer, in its capacity as servicer or nominee, shall have no property right to the Mortgage Loans or Underlying REO Property.

(vii)Upon the occurrence of a Termination Event, Buyer may terminate the Servicer as Nominee and appoint itself or another person as the successor nominee.

(c)Remittance of Collections.

(viii)The Nominee shall segregate all amounts collected on account of such Early Buyout Assets in the Collection Account, and shall remit such collections (collectively, the “Funds”) no later than two (2) Business Days following receipt to the Payment Account in accordance with Section 6(c) hereof. Each Seller Party hereby notifies and instructs the Nominee and the Nominee is hereby authorized and instructed to remit any and all Funds which would be otherwise payable to Seller Parties with respect to the Mortgage Loans and/or Underlying REO Property to the Payment Account which instructions are irrevocable without the prior written consent of Buyer.

(ix)To the extent any of HUD, VA or USDA deducts, from amounts otherwise due on account of Mortgage Loans or Underlying REO Property subject to this Agreement, any amounts owing by Nominee to HUD, VA or USDA, Nominee shall deposit, within two (2) Business Days following notice or knowledge of such deduction by HUD, VA or USDA, such deducted amounts into the Payment Account.

(e)Agency Matters.

(i)    The Servicer shall maintain all Agency Approvals. Servicer has adequate financial standing, servicing facilities, procedures and experienced personnel necessary for the sound servicing of mortgage loans of the same types as may from time to time constitute Mortgage Loans and in accordance with Accepted Servicing Practices.

(ii)    Should Servicer, for any reason, cease to possess all such Agency Approvals, or should notification to the applicable Agency or, to HUD, FHA, VA or USDA be required with respect to any non-compliance or breach, Servicer shall so notify Seller Parties and Buyer immediately in writing. Notwithstanding

the preceding sentence, Servicer shall take all necessary action to maintain all of its Agency Approvals at all times during the term of this Agreement and each outstanding Transaction. Servicer shall service all Underlying Mortgage Loans in accordance with the applicable Agency requirements, FHA Regulations, VA Regulations or USDA Regulations, as applicable.

(f)Nominee with Respect to REO Property.

To the extent that an Underlying Mortgage Loan becomes an REO Property, such REO Property shall be transferred to REO Subsidiary and shall be subject to the existing Transaction hereunder. The bare legal title for such Underlying REO Property shall remain with the Nominee, as nominee and agent of the REO Subsidiary. Each Seller Party, Guarantor and Buyer hereby acknowledge and agree that the Nominee shall act as nominee and agent solely with respect to bare legal title of all Underlying REO Properties. Upon the occurrence of an Event of Default or at the written request of Buyer, Buyer shall have the right to terminate the Nominee in its capacity as nominee and agent for the REO Subsidiary and require that the Nominee assign any Underlying REO Property to the REO Subsidiary. It is the intent of the Seller Parties, and the Buyer that the Nominee retain bare legal title to the REO Property for all purposes including, without limitation, for purposes of Section 541(d) of the Bankruptcy Code and accordingly, the Nominee, in its capacity as servicer or nominee, shall have no property right to the Underlying REO Property.

Section 33.Confidentiality. (a) Buyer, Seller and Guarantor hereby acknowledge and agree that all written or computer-readable information provided by one party to any other party hereto (including, for the avoidance of doubt, any and all information disclosed pursuant to Sections 13(o) and 14(d) hereof) regarding the terms set forth in any of the Facility Documents or the Transactions contemplated thereby (the “Confidential Terms”) shall be kept confidential and shall not be divulged to any party without the prior written consent of such other party except to the extent that (i) it is necessary to do so in working with legal counsel, accountants, auditors, or any Governmental Authority, or in order to comply with any applicable federal or state laws, rules, regulations or orders of a court or other regulatory body (a “Governmental Order”) , (ii) any of the Confidential Terms are in the public domain other than due to a breach of this covenant or (iii) Buyer determines such information to be necessary or desirable to disclose in connection with the marketing and sales of the Purchased Assets or otherwise to enforce or exercise Buyer’s rights hereunder. Except as set forth above, Seller, Guarantor and their respective Affiliates shall not, without written consent of the Buyer, make any communication, press release, public announcement or statement in any way connected to the existence or terms of this Agreement or of the other Facility Documents or the Transactions contemplated hereby or thereby, except where such communication or announcement is required by law or regulation, in which event the Seller or Guarantor, as applicable, will consult with Buyer and cooperate with respect to the wording of any such announcement to the extent practical. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Facility Document, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the Transactions, any fact relevant to understanding the federal, state and local tax treatment of the Transactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that unless otherwise required by law, regulation or judicial decision, neither Seller nor Guarantor may not disclose the name of or identifying information with respect to Buyer or any pricing terms (including the Pricing Rate, the fees payable to Buyer under any Facility Document, Purchase Price Percentage and Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the federal, state and local tax treatment of the Transactions and is not relevant to understanding the federal, state and local tax treatment of the Transactions, without the prior written consent of Buyer.

Notwithstanding the foregoing, if any party to this Agreement becomes legally compelled by Governmental Order or is required by the rules and regulations or any action of any applicable Governmental Authority to disclose any such confidential information, such party shall provide such other party (or parties) with reasonable prior written notice of such requirement, to the extent practicable and legally permitted, so that such party may seek a protective order or other remedy. The provisions set forth in this Section 33 shall survive the termination of this Agreement.

(y)Notwithstanding anything in this Agreement to the contrary, the parties hereto shall comply with all applicable local, state and federal laws, including all privacy and data protection law, rules and regulations that are applicable to the Purchased Assets and/or any applicable terms of this Agreement (the “Confidential Information”). The parties hereto understand that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the GLB Act. The parties hereto agree to maintain such nonpublic personal information that such party receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Each Seller Party and Guarantor shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer or any Affiliate of Buyer which Buyer holds (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Each Seller Party and Guarantor shall, at a minimum establish and maintain such data security program as is necessary to meet the objectives of the Interagency Guidelines Establishing Standards for Safeguarding Customer Information as set forth in the Code of Federal Regulations at 12 C.F.R. Parts 30, 168, 208, 211, 225, 263, 308 and 364. Upon request, each Seller Party and Guarantor will provide evidence reasonably satisfactory to allow Buyer to confirm that such Seller Party or Guarantor, as applicable, has satisfied its obligations as required under this Section. Without limitation, this may include Buyer’s review of audits, summaries of test results, and other equivalent evaluations of each Seller Party and Guarantor. Each Seller Party and Guarantor shall notify Buyer promptly following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer or any Affiliate of Buyer provided directly to such Seller Party or Guarantor by Buyer or such Affiliate. Each Seller Party and Guarantor shall provide such notice to Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.

Section 34.Intent. (a)  The parties intend and agree that this Agreement and each Transaction hereunder is a “repurchase agreement” as that term is defined in Section 101 of the Bankruptcy Code, a “securities contract” as that term is defined in Section 741 of Bankruptcy Code and a “master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code, that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in the Bankruptcy Code, each of the Participation Interests and the REO Subsidiary Interests is a “security” as that term is defined Section 101(49) of the Bankruptcy Code and that both the pledge of the Repurchase Assets and the Guaranty constitute “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. Seller and Buyer further recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a). Each Party further agrees that it shall not challenge, and hereby waives to the fullest extent available under applicable law its right to challenge, the characterization of either (i) the Participation Interests and the REO Subsidiary Interests as a security contemplated by Section 101(49) of the Bankruptcy Code or (ii) any Transaction under this Agreement or this Agreement as a “repurchase agreement,” “securities contract” and/or “master netting agreement” within the meaning of the Bankruptcy Code.

(g)Buyer’s right to liquidate the Purchased Assets, Underlying Mortgage Loans and Underlying REO Property delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 16 hereof is a contractual right to liquidate, accelerate or terminate such Transaction as described in Sections 555, 559 and 561 of the Bankruptcy Code; any payments or transfers of property made with respect to this Agreement or any Transaction to satisfy a Margin Deficit shall be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5).

(h)The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the FDIA, then each Transaction hereunder is a “qualified financial contract,” as that term is defined in FDIA and any rules, orders or policy statements thereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable).

(i)It is understood that this Agreement constitutes a “netting contract” as defined in and subject to FDICIA and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA).

(j)Each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, the Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

Section 35.Disclosure Relating to Certain Federal Protections. The parties acknowledge that they have been advised that:

(b)in the case of Transactions in which one of the parties is a broker or dealer registered with the SEC under Section 15 of the Exchange Act, the Securities Investor Protection Corporation has taken the position that the provisions of SIPA do not protect the other party with respect to any Transaction hereunder;

(c)in the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the Exchange Act, SIPA will not provide protection to the other party with respect to any Transaction hereunder; and

(d)in the case of Transactions in which one of the parties is a financial institution, funds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable.

Section 36.Conflicts. In the event of any conflict between the terms of this Agreement, any other Facility Document and any Confirmation, the documents shall control in the following order of priority: first, the terms of the Confirmation shall prevail, then the terms of this Agreement shall prevail, and then the terms of the Facility Documents shall prevail.

Section 37.Authorizations.Any of the persons whose signatures and titles appear on Schedule 2 are authorized, acting singly, to act for a Seller Party or Buyer, as the case may be, under this Agreement.

Section 38.Miscellaneous.

(k)Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile shall be effective as delivery of a manually executed original counterpart of this Agreement.

(l)Captions. The captions and headings appearing herein are for included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.

(m)Acknowledgment. Each Seller Party and Guarantor hereby acknowledges that:

(i)it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Facility Documents;

(ii)Buyer has no fiduciary relationship to such Seller Party or Guarantor; and

(iii)no joint venture exists between Buyer and such Seller Party and/or Guarantor.

(z)Documents Mutually Drafted. Each Seller Party, Guarantor and Buyer agree that this Agreement each other Facility Document prepared in connection with the Transactions set forth herein have been mutually drafted and negotiated by each party, and consequently such documents shall not be construed against either party as the drafter thereof.

Section 39.General Interpretive Principles. For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(n)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;

(o)accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;

(p)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;

(q)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;

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

(s)the term “include” or “including” shall mean without limitation by reason of enumeration;

(t)all times specified herein or in any other Facility Document (unless expressly specified otherwise) are local times in New York, New York unless otherwise stated;

(u)all references herein or in any Facility Document to “good faith” means good faith as defined in Section 1-201(19) of the UCC as in effect in the State of New York; and

(v)for purposes of determining the number of days a Mortgage Loan or REO Property is subject to a Transaction, such measure shall be based on the original Purchase Date or Purchase Price Increase Date of the Mortgage Loan regardless of when it converted to REO Property.

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date set forth above.

BUYER:

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

By: /s/ Jonathan P. Davis

Name: Jonathan P. Davis

Title: Executive Director

Address for Notices:

JPMorgan Chase Bank, National Association

Jonathan Davis, Executive Director

383 Madison Avenue, 8th Floor

New York, New York 10179

Phone Number: 212-834-3850

Fax Number: 917-464-4160

Email: jonathan.p.davis@jpmorgan.com

With a copy to:

JPMorgan Chase Bank, National Association

4 New York Plaza, 21st Floor

New York, New York  10004-2413

Attention: SPG Legal

With a copy to:

JPMorgan Chase Bank, National Association

Sophia Redzaj, Vice President

500 Stanton Christiana Road

Newark, Delaware 19713-2107

Phone Number: 302-634-1381

Fax Number: 302-634-1092

Email: sophia.redzaj@jpmorgan.com

CC: spg_mf_team@jpmorgan.com

SELLER:

NATIONSTAR SUB 1J LLC

By:    /s/ Pedro Alvarez

Name:    Pedro Alvarez

Title:    SVP Treasurer

Address for Notices:

Nationstar Mortgage LLC

8950 Cypress Waters Boulevard

Coppell, Texas  75019

Attention: Pedro Alvarez

Telephone: 469.426.3057

E-mail: pedro.alvarez@mrcooper.com

With a copy to:

Nationstar Mortgage LLC

8950 Cypress Waters Boulevard

Coppell, Texas  75019

Attention: General Counsel

E-mail: eldridge.burns@mrcooper.com

GUARANTOR, NOMINEE AND SERVICER:

NATIONSTAR MORTGAGE LLC

By:    /s/ Pedro Alvarez

Name:    Pedro Alvarez

Title:    SVP Treasurer

Address for Notices:

Nationstar Mortgage LLC

8950 Cypress Waters Boulevard

Coppell, Texas  75019

Attention: Pedro Alvarez

Telephone: 469.426.3057

E-mail: pedro.alvarez@mrcooper.com

With a copy to:

Nationstar Mortgage LLC

8950 Cypress Waters Boulevard

Coppell, Texas  75019

Attention: General Counsel

E-mail: eldridge.burns@mrcooper.com

REO SUBSIDIARY:

NATIONSTAR REO SUB 1J LLC

By:    /s/ Pedro Alvarez

Name:    Pedro Alvarez

Title:    SVP Treasurer

Address for Notices:

Nationstar Mortgage LLC

8950 Cypress Waters Boulevard

Coppell, Texas  75019

Attention: Pedro Alvarez

Telephone: 469.426.3057

E-mail: pedro.alvarez@mrcooper.com

With a copy to:

Nationstar Mortgage LLC

8950 Cypress Waters Boulevard

Coppell, Texas  75019

Attention: General Counsel

E-mail: eldridge.burns@mrcooper.com

EX-10.4

Exhibit 10.4

LOAN AND SECURITY AGREEMENT

dated as of August 20, 2020 among

NATIONSTAR MORTGAGE LLC,

as Borrower,

MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC,

as Administrative Agent and

MORGAN STANLEY BANK, N.A.,

as a Lender

This LOAN AND SECURITY AGREEMENT (as amended or supplemented from time to time, this “Agreement”) dated as of August 20, 2020, is among NATIONSTAR MORTGAGE LLC, a Delaware limited liability company (the “Borrower”), MORGAN STANLEY BANK, N.A., a national banking association, as the initial lender (together with its permitted successors and assigns, each a “Lender” and collectively, the “Lenders”), and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, as administrative agent for the Lenders (in such capacity, together with its permitted successors and assigns, the “Administrative Agent”).

BACKGROUND

The Borrower has asked the Lenders to extend credit to the Borrower consisting of a revolving loan facility in the aggregate principal amount of up to the Committed Facility Amount.

The Borrower shall secure all of its Obligations by granting to the Administrative Agent, for the benefit of the Lenders, a first priority lien on the Collateral (subject to Ginnie Mae’s rights as further described herein).

The Lenders have agreed, subject to the terms and conditions of this Agreement, to provide such financing to the Borrower from time to time.

Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING MATTERS

Section 1.01    Definitions; Construction.

(a)Capitalized terms used herein and not otherwise defined herein shall have the meanings specified in Schedule I.

(b)All terms used in Article 9 of the UCC, and not specifically defined herein, are used herein as defined in such Article 9.

(c)Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”.

(d)The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.

(e)Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.

(f)The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”.

(g)Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (v) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(h)Any Event of Default shall be deemed to be continuing until waived by the Required Lenders or other requisite Lenders as required by Section 12.01 and shall be deemed to be not continuing once waived by the Required Lenders.

Section 1.02 Accounting Matters. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lender hereunder shall be prepared in accordance with GAAP consistently applied.

ARTICLE II

LOANS, BORROWING, PREPAYMENT

Section 2.01    Reserved.

Section 2.02 Loans. Subject to the conditions set forth in this Agreement, the Lenders agree to make one or more loans to the Borrower from time to time from the date hereof until the Maturity Date in an aggregate amount not to exceed the lesser of (i) the Committed Facility Amount and (ii) the Borrowing Base (each such loan, a “Loan”). Notwithstanding anything to the contrary contained herein, the Borrower may request no more than five (5) Loans in any calendar month.

Section 2.03 Notes. Upon the request of any Lender, such Lender’s Pro Rata Share of any Loan may be evidenced by a promissory note of the Borrower substantially in the form of Exhibit 2.03(a) hereto (each such note, a “Note” and collectively, the “Notes”).

Section 2.04    Making the Loans.

(a)The Borrower shall give the Administrative Agent prior written notice (in substantially the form of Exhibit 2.04(a) hereto (a “Request for Borrowing”)), not later than 1:00 p.m. (New York City time) on the date which is one (1) Business Day prior to the proposed Funding Date of each proposed Loan. Such Request for Borrowing shall (i) specify the principal amount of the proposed Loan, (ii) specify the proposed Funding Date, which must be a Business Day; (iii) be accompanied by a Borrowing Base Certificate, which shall include the amount of each of Eligible Corporate Advances, Eligible Escrow Advances, Eligible MBS Advances or the Market Value of Eligible Pledged Servicing Receivables; and (iv) a verification by the Advance Verification Agent of the amount of each of Eligible Corporate Advances, Eligible Escrow Advances, Eligible MBS Advances set forth in such Borrowing Base Certificate. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied, e-mail or telephonic notice reasonably believed by the Administrative Agent to be from the Borrower (or from any Responsible Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Responsible Officer’s authority to request a Loan on behalf of the Borrower. Notice of receipt of each Request for Borrowing, together with the amount of each Lender’s Pro Rata Share thereof, shall be provided by the Administrative Agent to each Lender by email with reasonable promptness, but (provided the Administrative Agent shall have received such notice by 1:00 p.m. (New York City time)) on the same Business Day as the Administrative Agent’s receipt of such Request for Borrowing from the Borrower. Each Lender shall make the amount of its Loan available to the Administrative Agent not later than 1:00 p.m. (New York City time) on each proposed Funding Date by wire transfer of same day funds in dollars, to the Administrative Agent’s Account.

(b)By delivering a Request for Borrowing, the Borrower represents and warrants to the Administrative Agent and each Lender that, after taking into account the amount of the requested Loan, all conditions precedent to such Loan specified in Section 5.01 and/or Section 5.02, as applicable, will be satisfied on the related Funding Date.

Section 2.05    Borrowing Base; Market Value; Asset Coverage Certificate.

(a)The Market Value of Eligible Pledged Servicing Receivables included in the Borrowing Base shall be determined by the Administrative Agent in its sole discretion at any time and from time-to-time on a daily basis or more frequently. The Borrower shall obtain and deliver to the Administrative Agent an Advance Verification Report relating to the Eligible MBS Advances, Eligible Corporate Advances and Eligible Escrow Advances from an Advance Verification Agent on a quarterly basis by the sixtieth (60th) calendar day following the end of each quarter for related activity during the prior fiscal quarter and at quarter end, at the Borrower’s expense. The Borrower shall also obtain and deliver to the Administrative Agent a Valuation Report relating to the Eligible Pledged Servicing Receivables from a Valuation Agent on a monthly basis, by the second (2nd ) Business Day prior to the Payment Date of each month, at the Borrower’s expense. The Administrative Agent’s determination of Market Value from time to time may differ from values set forth in any such Valuation Report and may take into account the results of the Administrative Agent’s due diligence review of Mortgage Files.

(b)The Administrative Agent’s determination of Market Value shall be conclusive upon all parties to this Agreement.

Section 2.06 Interest. Each Loan shall bear interest on the principal amount outstanding from time to time, from the date of funding of the Loan to repayment (whether by acceleration or otherwise), at a rate per annum equal to the sum of (a) the greater of (A) the One- Month LIBOR Rate for the Interest Period in effect for the Loan or (B) one-half of one percent (0.5%), plus (b) the Applicable Margin (the “Interest Rate”). Interest on each Loan shall be payable monthly, in arrears, on each Payment Date and at maturity (whether upon demand, by acceleration or otherwise). Interest on each Loan for each Interest Period shall be computed on the basis of a 360 day year, in each case for the actual number of days elapsed in the Interest Period during which it accrues.

Section 2.07    Increased Costs. If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;

(ii)subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and

(C)Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or

(iii)impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any letter of credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or maintaining its obligation to make any such Loan, or to increase the cost to such Lender or such other Recipient of participating in, issuing or maintaining any letter of credit (or of maintaining its obligation to participate in or to issue any letter of credit), or to reduce the amount of any sum received or receivable by such Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or other Recipient, the Borrower will either

(i)pay to such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered or (ii) terminate this Agreement without paying such additional amounts; provided, however, that in determining any additional amounts due under this Section2.07, each Lender or other Recipient shall treat the Borrower in the same manner it treats other similarly situated borrowers in the facilities with substantially similar collateral.

Section 2.08    Alternative Rate of Interest and Successor Index Rate.

(a)If any change in, or the introduction, adoption, effectiveness, interpretation or reinterpretation or phase-in, in each case after the date hereof, of any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other Governmental Authority affects the amount of capital required to be maintained by any Lender and such Lender determines that the rate of return on its capital as a consequence of the Loans or other advances of funds made by such Lender pursuant to this Agreement or any of the Loan Documents relating to fundings or commitments under this Agreement is reduced to a level below that which such Lender would have achieved but for the occurrence of any such circumstance, then, in any such case within thirty (30) days after written notice (which may be by email) from time to time by such Lender to the Borrower, the Borrower shall either (i) pay to such Lender compensation sufficient to compensate such Lender for such reduction in rate of return or (ii) terminate this Agreement without paying such additional amounts; provided, that such Lender shall provide the Borrower with such notice within a reasonable period of time following such Lender’s discovery of such increased costs or reductions; provided, further, that in determining any additional amounts due under this Section2.08, each Lender or other Recipient shall treat the Borrower in the same manner it treats other similarly situated borrowers in the facilities with substantially similar collateral. A statement of such Lender as to any such additional amount or amounts (including calculations thereof in reasonable detail), in the absence of manifest error, shall be conclusive and binding on the Borrower and such Lender. Notwithstanding the forgoing, (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and (b) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign Governmental Authorities, in each case pursuant to Basel III, shall, in the case of clause (a) and clause (b), be deemed to be introduced, adopted, implemented and/or effective after the date hereof (regardless of the date enacted, adopted, issued, implemented and/or effective). Notwithstanding anything to the contrary in this Section 2.08 the Borrower shall not be required to compensate any Lender pursuant to this Section 2.08 for any amounts incurred more than nine months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving

rise to such claim have a retroactive effect, then such nine month period shall be extended to include the period of such retroactive effect.

(b)If on any Business Day, any Lender determines (which determination shall be conclusive absent manifest error) that it has become unlawful for it to honor its obligation to make or maintain Loans hereunder using the Interest Rate, or maintaining its Loans (or its Loan) included in any advance, then such Lender shall give notice thereof to the Administrative Agent and the Borrower by facsimile, or other electronic means (including email) as promptly as practicable thereafter and, until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such notice no longer exist, the Loans of such Lender shall accrue interest at the Alternative Rate; provided, however, that in determining illegality under this Section 2.08, each Lender shall treat the Borrower in the same manner it treats other similarly situated borrowers in the facilities with substantially similar collateral.

(c)If prior to any Payment Date, the Administrative Agent determines in its sole discretion that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the One-Month LIBOR Rate, the One-Month LIBOR Rate is no longer in existence, or the administrator of the One-Month LIBOR Rate or a Governmental Authority having jurisdiction over Administrative Agent has made a public statement identifying a specific date after which the One-Month LIBOR Rate shall no longer be made available or used for determining the interest rate of loans, the Administrative Agent may give prompt notice thereof to the Borrower, whereupon the index rate for such period that will replace the One-Month LIBOR Rate for such period, and for all subsequent periods until such notice has been withdrawn by the Administrative Agent, shall be the greater of (i) an alternative benchmark rate (including any mathematical or other adjustments to the benchmark rate (if any) incorporated therein) and (ii) one-half of one percent (0.5%), in lieu of the One-Month LIBOR Rate (any such rate, a “Successor Index Rate”), together with any proposed Successor Index Rate Conforming Changes, as determined by the Administrative Agent in its sole discretion. In establishing a Successor Index Rate, the Administrative Agent shall make such determination consistent with its determinations with respect to other lending facilities that are substantially the same with similarly situated counterparties and with substantially similar assets subject thereto. The Administrative Agent and Borrower shall use commercially reasonable efforts to satisfy any applicable Internal Revenue Service guidance, including U.S. Treasury Proposed Regulation Section 1.1001-6 and any future guidance, to the effect that the adoption of any Successor Index Rate will not result in a deemed exchange for U.S. federal income tax purposes of any Loan under this Agreement.

Section 2.09 Prepayment of Loans. (a) The Borrower shall prepay or repay, as the case may be, the Outstanding Aggregate Loan Amount with respect to all Loans and other amounts due hereunder (i) in accordance with this Section 2.09 and (ii) otherwise in full on the Maturity Date.

(a)Optional Prepayments. The Borrower may, from time to time and at any time, upon at least one (1) Business Day prior written notice to the Administrative Agent, prepay the principal of the Loans, in whole or in part without premium or penalty. Each prepayment made pursuant to this Section 2.09(b) shall be accompanied by (A) a Prepayment Notice in substantially the form attached hereto as Exhibit 2.09(b) and (B) payment of accrued interest to the date of such payment on the amount prepaid. Each such prepayment shall be applied to reduce the principal balance of the Loans or as otherwise specified by the Borrower.

(b)Margin Call. If at any time a Borrowing Base Deficiency shall occur then the Administrative Agent may by notice to the Borrower (each, a “Margin Notice”), require the Borrower to prepay the outstanding principal amount of the Loans in an amount equal to the aggregate amount necessary to eliminate such Borrowing Base Deficiency. If such Margin Notice is received prior to 10:00 a.m. (New York City time) on any Business Day, then prepayment shall be made no later than 5:00 p.m. (New York City time) on the same Business Day. If such Margin Notice is received after 10:00 a.m. (New York City time), then the prepayment shall be made no later than 5:00 p.m. (New York City time) on the next Business Day. The Administrative Agent may provide a Margin Notice to Borrower electronically, such as via electronic mail.

(c)Application of Payments. On each Payment Date and Funding Date, any proceeds of Collateral on deposit in the Advance Collection Account or other payments received by the Administrative Agent (including from the Dedicated Accounts and Fee Collection Account following the occurrence and continuance of an Event of Default) shall be applied:

(i)first, any interest due and owing (to the extent not paid pursuant to Section 2.06) and, after an Event of Default has occurred and is continuing, ratably to pay any

(x)unpaid Obligations in respect of any fees and expenses then due and payable in respect of the Loans or indemnities and (y) other amounts then due and payable by the Borrower to the Administrative Agent, in each case, until paid in full;

(iv)second, to pay principal on the Loans in an amount to reduce the Outstanding Aggregate Loan Amount to the extent necessary to eliminate any Borrowing Base Deficiency; due and payable; and

(v)third, to the ratable payment of all other unpaid Obligations then

(vi)fourth, any remaining amounts shall be released to the Borrower;

provided, that any cash held in the Dedicated Accounts, Fee Collection Account and Advance Collection Account may only be applied by the Administrative Agent to the extent that such proceeds have been received by, or for the account of, the Borrower free and clear of all Ginnie Mae rights and other restrictions on transfer under applicable Ginnie Mae guidelines.

Section 2.10 Dedicated Accounts, Fee Collection Account and Advance CollectionAccount. The Borrower has established and shall continue to use one or more Dedicated Accounts, a Fee Collection Account and an Advance Collection Account. The Dedicated Accounts, Fee Collection Account and Advance Collection Account shall be subject at all times to a Control Agreement and may not be a “zero balance” account. If the related Servicing Rights are subject to an interest of a Sold Excess Servicing Spread Purchaser, the Borrower shall cause all Servicing Income to be remitted to the Dedicated Accounts no later than two (2) Business Days following receipt and identification thereof. The Borrower shall cause to be deposited into the Fee Collection Account all Servicing Income that is not related to Servicing Rights that are subject an interest of a Sold Excess Spread Purchaser within two (2) Business Days following the Borrower’s receipt and identification thereof. In addition, Borrower shall cause to be deposited into the Advance Collection Account all Advance Reimbursement Amounts within two (2) Business Days following the Borrower’s receipt and identification thereof. The Borrower may withdraw funds from the Dedicated Accounts and the Fee Collection Account in its discretion in the ordinary course of business unless an Event of Default has occurred and is continuing and the Administrative Agent has delivered a Control Notice to (i) the Dedicated Account Administrator pursuant to the Sold Excess Servicing Spread Purchaser Account Control Letter Agreement and (ii) the Fee Collection Account Bank pursuant to the related Control Agreement, as applicable. If an Event of Default has occurred and is continuing and the Administrative Agent has delivered a Control Notice to the Dedicated Account Administrator pursuant to the Sold Excess Servicing Spread Purchaser Account Control Letter Agreement or a Control Notice to the Fee Collection Account Bank pursuant to the related Control Agreement, all Servicing Income on deposit in the Dedicated Accounts and Fee Collection Account shall be applied pursuant to Section 2.09(d); provided that any cash held in the Dedicated Accounts, Fee Collection Account and Advance Collection Account may only be applied by the Administrative Agent to the extent that such proceeds have been received by, or for the account of, the Borrower free and clear of all Ginnie Mae rights and other restrictions on transfer under applicable Ginnie Mae guidelines. At any time, funds in the Advance Collection Amount relating to Advance Reimbursement Amounts may be only released in accordance with Section 2.09(d). In addition, upon the purchase of an Early Buy-out Loan, the Borrower shall, no later than later than 5:00

p.a.(New York City time) on the second (2nd) Business Day, deposit the outstanding amount of any Eligible Corporate Advances and Eligible Escrow Advances arising from such Early Buy- out Loan into the Advance Collection Account. Further, upon and in connection with any sale, assignment or transfer of any Servicing Rights, the Borrower shall deposit the principal amount of the Loans related to any of the Eligible Pledged Servicing Receivables that have been assigned or transferred as well as any Advance Reimbursement Amounts related to such Eligible Pledged Servicing Receivables into the Fee Collection Account or the Advance Collection Account, as applicable.

ARTICLE III

PAYMENTS; COMPUTATIONS; TAXES; FEES

Section 3.01    Payments and Computations, etc.

(a)Unless otherwise expressly stated herein, all amounts to be paid or deposited hereunder by the Borrower shall be paid or deposited by the Borrower to the Administrative Agent’s Account in accordance with the terms hereof no later than 3:00 p.m. (New York City time) on the day when due in lawful money of the United States of America in same day funds, and the Administrative Agent shall remit such funds to the applicable Lenders by the close of business on such day; provided, that funds received by the Administrative Agent after 3:00 p.m. (New York City time) on such due date may, at the Administrative Agent’s discretion, be deemed to have been paid by the Borrower on the next Business Day. If the Administrative Agent shall deem any such payment to be paid on the next Business Day, such payment shall be a non-conforming payment. The Administrative Agent shall give prompt notice to the Borrower and each applicable Lender if any payment is deemed to be a non- conforming payment. Interest shall continue to accrue on any principal for

which a deemed non-conforming payment is made from the date such amount was due and payable until the date on which such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding Business Day) at the Default Rate.

(b)If an Event of Default has occurred and is continuing, the Borrower shall, to the extent permitted by law, pay interest on the outstanding principal amount of the Loans and all other Obligations (including interest and fees) outstanding for the period from the date of such Event of Default until the date paid, at the applicable Default Rate, payable on demand; provided, no Interest Rate shall at any time exceed the maximum rate permitted by Requirements of Law.

(c)All computations of interest and fees hereunder shall be made on the basis of a year of 360 days for the actual number of days elapsed (including the first day but excluding the last day) occurring in the period for which payable. All payments made by the Borrower under this Agreement shall be made without defense, set-off or counterclaim (except any defense that a payment has already been made).

(d)Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest or fees hereunder.

Section 3.02 Sharing of Payments. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of any Obligation in excess of its ratable share of payments on account of similar obligations obtained by all the Lenders, such Lender shall forthwith purchase (for cash at face value) from the other Lenders such participations in such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. The Borrower consents to the foregoing and agrees that, to the extent permitted by any applicable Requirements of Law, any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Section 3.03 Fees. As and when due and payable under the terms of the Fee Letter, the Borrower shall pay the fees set forth in the Fee Letter.

Section 3.04    Taxes.

(a)Payments Free of Taxes; Obligation to Withhold; Payments on Account ofTaxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Requirements of Law. If any Requirements of Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Requirements of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b)Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with Requirements of Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c)Tax Indemnification. Without limiting the provisions of Sections 3.04(a) and (b) above or duplicating the payment obligations set forth therein, the Borrower shall, and does hereby, indemnify each Recipient and shall make payment in respect thereof within ten

(10)days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.04) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that if any Recipient fails to give notice to the Borrower of the imposition of any Indemnified Taxes or Other Taxes within two hundred seventy (270) days following its receipt of actual written notice of the imposition of such Indemnified

Taxes or Other Taxes, there will be no obligation for the Borrower to pay interest or penalties attributable to the period beginning after such 270th day and ending seven (7) days after the Borrower receives notice from such Recipient. A certificate as to the amount of such payment or liability delivered to the Borrower by any Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d)Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.02 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or assessed by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent under this paragraph (d).

(e)Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 3.04, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(f)Status of Lenders; Tax Documentation.

(i)Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by Requirements of Law or when reasonably requested by the Borrower or the Administrative Agent, such duly and properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Requirements of Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution, and submission of such documentation (other than such documentation set forth in Sections 3.04(f)(ii)(A), 3.04(f)(ii)(B) and 3.04(f)(ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person:

(A)any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or before the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B)each Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1)in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of Internal Revenue Service Form W-8BEN or, as applicable, Internal Revenue Service Form W-8BEN-E, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, Internal Revenue Service Form W-8BEN or, as

applicable, Internal Revenue Service Form W-8BEN-E, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)executed copies of Internal Revenue Service Form W-8ECI;

(3)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit B-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of Internal Revenue Service Form W-8BEN or, as applicable, Internal Revenue Service Form W-8BEN-E; or

(4)to the extent a Foreign Lender is not the beneficial owner, executed copies of Internal Revenue Service Form W-8IMY, accompanied by an Internal Revenue Service Form W-8ECI, W-8BEN (or, as applicable, W-8BEN-E), a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-2 or Exhibit B-3, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-4 on behalf of each such direct and indirect partner.

(A)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by Requirements of Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Requirements of Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(B)if a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Requirements of Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D) “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(C)Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(g)Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 3.04 (including by the payment of additional amounts pursuant to this Section 3.04), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 3.04 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the

Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h)Survival. Each party’s obligations under this Section 3.04 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all Obligations under any Loan Document.

(i)Defined Terms. For purposes of this Section 3.04, the term Requirements of Law includes FATCA.

ARTICLE IV SECURITY INTEREST

Section 4.01    Security Interest. As security for the prompt payment and performance of

all of its Obligations and any other covenants contained in this Agreement, the Borrower hereby pledges and grants a security interest, subject to the rights, interests and prerogatives of Ginnie Mae and to the terms and conditions of the Acknowledgement Agreement, to the Administrative Agent, for the benefit of the Lenders, all of the Borrower’s right, title and interest, in, to, and under, whether now owned or hereafter acquired, in all of the following, whether now or hereafter existing and wherever located (all being collectively referred to herein as the “Collateral”):

(a)the Dedicated Accounts, all cash in the Dedicated Accounts and all other property from time to time deposited therein or otherwise credited thereto;

(b)the Fee Collection Account, all cash in the Fee Collection Account and all other property from time to time deposited therein or otherwise credited thereto;

(c)the Advance Collection Account, all cash in the Advance Collection Account and all other property from time to time deposited therein or otherwise credited thereto

(d)all Servicing Income;

(e)all Eligible Pledged Servicing Receivables;

(f)all Advance Reimbursement Amounts;

(g)all Servicing Rights whether or not yet accrued, earned due or payable as well as all other present and future rights and interests of the Borrower in such Servicing Rights;

(h)all subservicing agreements related to the Servicing Rights in respect of which a different Person is subservicing for the Borrower and all rights and claims of the Borrower under such subservicing agreements;

(i)all books, correspondence, files and other records, including all tapes, disks, cards, software, data and computer programs in the possession or under the control of the Borrower or any other Person from time to time acting for the Borrower that at any time evidence or contain information relating to any of the property described in the preceding clauses of this Section 4.01 hereof or are otherwise necessary or helpful in the collection or realization thereof; and

(j)all Proceeds, including all cash Proceeds and noncash Proceeds, and products of any and all of the foregoing Collateral; in each case howsoever the Borrower’s interest therein may arise or appear (whether by ownership, security interest, claim or otherwise).

Section 4.02    Provisions Regarding Pledge of Servicing Rights to Be Included InFinancing Statements.

(a)Notwithstanding anything to the contrary in the Agreement or any of the other Loan Documents, the security interest of the Administrative Agent, for the benefit of the Lenders, created hereby with respect to the Collateral is subject to the following provisions to be included in each financing statement filed in respect hereof (or any variation required by Ginnie Mae):

“(1) The property subject to the security interest reflected in this instrument (the “Security Interest”) includes all of the right, title and interest of the Borrower, as debtor (the “Debtor”) in certain mortgages and/or participation interests related to such mortgages (“Pooled Mortgages”), and pooled

under the mortgage-backed securities program of Ginnie Mae, pursuant to section 306(g) of the National Housing Act, 12 U.S.C. § 1721(g);

(1)To the extent that the Security Interest relates in any way to the Pooled Mortgages, such Security Interest is subject and subordinate to all rights, powers and prerogatives of Ginnie Mae, whether now existing or hereafter arising, under and in connection with: (i) 12 U.S.C. § 1721(g) and any implementing regulations; (ii) the terms and conditions of that certain Acknowledgment Agreement dated as of August 20, 2020, with respect to the Security Interest, by and among Ginnie Mae, Debtor and the Administrative Agent; (iii) applicable guaranty agreements and contractual agreements between Ginnie Mae and Debtor; and (iv) the Ginnie Mae Guide and other applicable guides and amendments (items (i), (iii) and (iv), collectively, the “Ginnie Mae Contract”);

(2)Such rights, powers and prerogatives of Ginnie Mae include, but are not limited to, Ginnie Mae’s right, by issuing a letter of extinguishment to Debtor, to effect and complete the extinguishment of all redemption, equitable, legal or other right, title or interest of Debtor in the Pooled Mortgages, in which event the Security Interest as it relates in any way to the Pooled Mortgages shall instantly and automatically be extinguished as well; and

(3)For purposes of clarification, “subject and subordinate” in clause (2) above means, among other things, that any cash held by the Administrative Agent as collateral and any cash proceeds received by the Administrative Agent in respect of any sale or other disposition of, collection from, or other realization upon, all or any part of the collateral may only be applied by the Administrative Agent to the extent that such proceeds have been received by, or for the account of, the Debtor free and clear of all Ginnie Mae rights and other restrictions on transfer under applicable Ginnie Mae guidelines; provided that this clause (4) shall not be interpreted as establishing rights in favor of Ginnie Mae except to the extent that such rights are reflected in, or arise under, the Ginnie Mae Contract.”

(b)The Administrative Agent, on behalf of the Lenders, acknowledges and agrees that (x) the Borrower is entitled to Servicing Income and Advance Reimbursement Amounts with respect to a given Mortgage Pool only so long as the Borrower is an issuer in good standing pursuant to Ginnie Mae rules, regulations, guides and similar announcements; (y) upon the Borrower’s loss of such good-standing issuer status, the Administrative Agent’s rights to any Servicing Income and Advance Reimbursement Amounts related to a given Mortgage Pool also terminate; and (z) the pledge of the Borrower’s rights to Servicing Income and Advance Reimbursement Amounts conveys no rights (such as a right to become a substitute servicer or issuer) that are not otherwise specifically provided for in the rules, regulations, guides or similar announcements by Ginnie Mae, provided, that foregoing provisions of this Section 4.02(b) shall automatically be deemed amended or modified if and to the extent Ginnie Mae amends the corresponding requirement, whether in its rules, regulations, guides, Servicing Contracts or published announcements.

Section 4.03 Authorization of Financing Statements. The Borrower hereby authorizes the Administrative Agent to file any financing or continuation statements required to perfect, protect, or more fully evidence the Administrative Agent’s security interest in the Collateral granted hereunder so long as such financing statements include the legend and provisions contemplated by Section 4.02(a) above. The Administrative Agent will notify the Borrower of any such filing (but the failure to deliver such notice shall not prejudice any rights of the Administrative Agent under this Section 4.03).

Section 4.04    Administrative Agent’s Appointment as Attorney In Fact; Rights UponEvent of Default.

(a)The Borrower hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Borrower and in the name of the Borrower or in its own name, from time to time in the Administrative Agent’s discretion, if an Event of Default, shall have occurred and be continuing, for the purpose of carrying out the terms of this Agreement (or any Servicing Contracts, subject to the Acknowledgement Agreement), to take any action on behalf of the Borrower pursuant to the Acknowledgement Agreement and to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement (or any Servicing Contracts, subject to the Acknowledgement Agreement) to the extent such actions are permitted to be taken by the Administrative Agent under the Acknowledgement Agreement, and, without limiting the generality of the foregoing, the Administrative Agent shall have the right and the Borrower hereby gives the Administrative Agent the power and right, on behalf of the Borrower, without assent by, but with notice to, the Borrower, if an Event of Default shall have occurred and be continuing, to do the following (subject to limitations contained in the Acknowledgement Agreement):

(i)In the name of the Borrower or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any mortgage insurance or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any such mortgage insurance or with respect to any other Collateral whenever payable;

(ii)(A) To direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Lenders or as the Administrative Agent shall otherwise direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) in connection with the above, to give such discharges or releases as the Administrative Agent may deem appropriate; and (F) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s option and the Borrower’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower might do; and

(iii)Perform or cause to be performed, the Borrower’s obligations under any Servicing Contract to the extent permitted by the Acknowledgement Agreement.

(b)The Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. The power of attorney is a power coupled with an interest and shall be irrevocable but shall terminate on the date that all Obligations (other than Unliquidated Obligations) have been paid in full.

(c)The Borrower also authorizes the Administrative Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 8.02(c) hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; provided, that the exercise of such powers are in accordance with the Acknowledgement Agreement, if and to the extent applicable.

(d)The powers and rights conferred on the Administrative Agent pursuant to this Section 4.04 are solely to protect the Administrative Agent’s and the Lenders’ interest in the Collateral and shall not impose any duty upon the Administrative Agent to exercise any such powers and rights. The Administrative Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and rights, and neither the Administrative Agent nor any of its officers, directors, or employees shall be responsible to the Borrower for any act or failure to act under this Section 4.04, except for its own gross negligence, bad faith or willful misconduct; provided, that the Administrative Agent shall exercise such powers and rights only in accordance with the Acknowledgement Agreement, if and to the extent applicable.

Section 4.05    Release of Security Interest.

(a)Upon termination of this Agreement and repayment to the Lenders of all Obligations in full and the performance of all obligations (other than Unliquidated Obligations) under the Loan Documents, the Administrative Agent on behalf of each Lender shall release its security interest in any remaining Collateral; provided, that if any payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, or upon or as a result of the appointment of a receiver, intervener or conservator of, or a trustee or similar officer for the Borrower or any substantial part of its Property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, until such payments have been made. Any sale of any Collateral made in connection with a disposition expressly permitted hereunder shall be made free and clear of any Liens created under this Agreement or any other Loan Document (and free and clear of any proceeds of the sale of such Collateral after giving effect to any application of any proceeds required to cause no Borrowing Base Deficiency to exist after giving effect to such sale).

(b)The Lenders hereby irrevocably authorize the Administrative Agent to release any Liens on any Collateral (i) upon payment and satisfaction in full in cash of all Secured Obligations, and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to the Administrative Agent, (ii) constituting property being sold or disposed of if the Borrower certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely

conclusively on any such certificate, without further inquiry), (iii) constituting property leased to the Borrower or any Subsidiary under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VIII. The Administrative Agent agrees to promptly provide evidence of the release of the Administrative Agent’s security interest in the Collateral that are requested by the Borrower upon termination of this Agreement and repayment to the Lenders of all Obligations in full and the performance of all obligations (other than Unliquidated Obligations) under the Loan Documents.

ARTICLE V CONDITIONS PRECEDENT

Section 5.01 Conditions Precedent. The effectiveness of this Agreement is subject to

the condition precedent that the Administrative Agent shall have received each of the items set forth in Schedule 5.01 (unless otherwise indicated) dated such date, and in such form and substance, as is satisfactory to the Administrative Agent and the Lenders.

Section 5.02 Further Conditions Precedent. The decision to fund a Loan shall be subject to satisfaction of the further conditions precedent set forth in Schedule 5.02 as of the making of such Loan.

ARTICLE VI REPRESENTATIONS AND WARRANTIES

Section 6.01 Representations and Warranties of the Borrower. The Borrower

represents and warrants to the Administrative Agent and each Lender that on the Closing Date and, as to any Collateral becoming subject to the security interest hereunder after the Closing Date, as of such later Funding Date:

(a)Formation and Good Standing. Schedule 6.01(a) hereto sets forth (i) the exact legal name of the Borrower as of the Closing Date, (ii) the state or jurisdiction of organization of the Borrower as of the Closing Date, (iii) the type of organization of the Borrower as of the Closing Date and (iv) the organizational identification number of the Borrower or states that no such organizational identification number exists, as of the Closing Date. The Borrower has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of formation, and has all requisite limited liability company power and authority to own all of its Property, including the Collateral, and to conduct its business as such properties are presently owned and such business is presently conducted, and had at all relevant times, and the Borrower now has, all necessary limited liability company power, authority and legal right to own the Collateral.

(b)Due Qualification. The Borrower is (i) duly qualified to do business and

(ii) has obtained all material licenses and approvals (including all material licenses and approvals required to originate and service residential mortgage loans and own mortgage servicing rights), in all jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, licenses or approvals except where in the case of clause (i) above the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(c)Power and Authority, Due Authorization. The Borrower (i) has all necessary limited liability company power and authority and legal right to (A) execute and deliver each of the Loan Documents to be executed and delivered by it in connection herewith, (B) carry out the terms of the Loan Documents to which it is a party, and (C) borrow the Loans and grant a security interest in the Collateral on the terms and conditions herein provided, and has taken all necessary limited liability company action to duly authorize (A) such borrowing and grant and (B) the execution, delivery and performance of this Agreement and all of the Loan Documents to which it is a party.

(d)Binding Obligations. Each Loan Document to which the Borrower is a party, when duly executed and delivered by it, will constitute a legal, valid and binding obligation of the Borrower enforceable against it in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(e)No Violation. Neither the Borrower’s execution and delivery of the Loan Documents nor the consummation of the transactions contemplated hereby and thereby will conflict with, or result in any breach of (i) any of the terms and provisions of, or constitute (with or without notice, lapse of time or both) a default under the Borrower’s organizational documents, or, constitute a default or trigger any termination right under any indenture, loan agreement, warehouse line of credit, repurchase agreement, mortgage, deed of trust, Servicing Contract or other material agreement or instrument to which it is a party or by which it is otherwise bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, loan agreement, mortgage, deed of trust, or other material agreement or instrument, other than this

Agreement, or (ii) any Requirements of Law applicable to it of any Governmental Authority having jurisdiction over it or any of its properties.

(f)No Proceedings. There are no actions, suits, arbitrations, investigations or proceedings pending or, to its knowledge threatened against the Borrower or affecting any of its Property before any Governmental Authority or Agency, (1) as to which there is a reasonable likelihood of an adverse decision, and which, in the event of an adverse decision, would reasonably be likely to have a Material Adverse Effect, (2) which questions the validity or enforceability of any of the Loan Documents, (3) which seeks to prevent the consummation of any of the transactions contemplated by any Loan Documents, (4) if such action, suit, arbitration, investigation or proceeding is initiated or brought by any Governmental Authority, makes a claim or claims in an aggregate amount greater than $50,000,000 or (5) requires filing with the Securities and Exchange Commission in accordance with the Securities Exchange Act of 1934 or any rules thereunder and which has not been so filed.

(g)Approvals. No authorization, consent, approval, or other action by, and no notice to or filing with, any court, Governmental Authority or regulatory body or other Person domestic or foreign, including any of the Agencies, is required for the Borrower’s due execution, delivery or performance of any Loan Document to which it is a party except for (i) consents that have been obtained in connection with transactions contemplated by the Loan Documents, (ii) filings to perfect the security interest created by this Agreement, (iii) consents and approvals that may be required by any of the Agencies (including the Acknowledgement Agreement), and (iv) authorizations, consents, approvals, filings, notices, or other actions the failure to make could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(h)Solvency; Fraudulent Conveyance. The Borrower is Solvent and will not cease to be Solvent due to or following the making of any Loan hereunder (both immediately before and after giving effect to such Loan). The amount of consideration being received by the Borrower after giving effect to each Loan by the Lenders constitutes reasonably equivalent value and fair consideration for such Loan. The Borrower is not pledging any Collateral with any intent to hinder, delay, or defraud any of its creditors.

(i)Margin Stock. The Borrower is not and will not be engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation T, U or X), and no proceeds of any Loan will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock or for any purpose that violates, or is inconsistent with, the provisions of Regulation T, U and X.

(j)Accurate Reports. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Borrower to the Administrative Agent, each Lender in connection with this Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. There is no fact known to a Responsible Officer that, after due inquiry, could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent and each Lender for use in connection with the transactions contemplated hereby or thereby.

(k)No Default.    No Default or Event of Default has occurred and is continuing.

(l)Investment Company Act. Neither the Borrower nor any of its subsidiaries is an “investment company”, or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act.

(m)Taxes. The Borrower has filed (or caused to be filed) all United States federal income tax returns and all other material tax returns that are required to be filed, and has paid (or caused to be paid) all taxes shown on such returns or pursuant to any assessment received by the Borrower or on behalf of the Borrower, except such taxes, if any, as are being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP consistently applied.

(n)No Adverse Actions. The Borrower has not received a notice from any Agency indicating any adverse fact or circumstance in respect of the Borrower which adverse fact or circumstance would reasonably be expected to entitle such Agency to terminate the Borrower with cause or with respect to which such adverse fact or circumstance has caused such Agency to explicitly threaten to terminate the Borrower in such notice.

(o)Financial Statements. The Borrower has heretofore furnished to the Administrative Agent on behalf of the Lenders a copy of its (a) consolidated balance sheet and the consolidated balance sheets of

its consolidated Subsidiaries for the fiscal year ended December 31, 2019 and the related consolidated statements of income and retained earnings and of cash flows for the Borrower and its consolidated Subsidiaries for such fiscal year with the opinion thereon of Ernst & Young LLP or successor thereto acceptable to the Administrative Agent on behalf of the Lenders and (b) consolidated balance sheet and the consolidated balance sheets of its consolidated Subsidiaries for the fiscal quarter ending June 30, 2020 and the related consolidated statements of income and retained earnings and of cash flows for the Borrower and its consolidated Subsidiaries for such fiscal quarter setting forth in each case in comparative form the figures for the previous year. All such financial statements are complete and correct and fairly present, in all material respects, the consolidated financial condition of the Borrower and its Subsidiaries and the consolidated results of their operations as at such dates and for such period, all in accordance with GAAP applied on a consistent basis. Since December 31, 2019, there has been no material adverse change in the consolidated business, operations or financial condition of the Borrower and its consolidated Subsidiaries taken as a whole from that set forth in said financial statements nor is the Borrower aware of any state of facts which (without notice or the lapse of time) would result in any such material adverse change. The Borrower did not have, on December 31, 2019, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for Taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Borrower except as heretofore disclosed to the Administrative Agent on behalf of the Lenders in writing.

(p)Properties. The Borrower has good and marketable title to, valid leasehold interests in, or valid licenses to use, all Property and assets material to its business as then being conducted, free and clear of all Liens, except Permitted Encumbrances. All such properties and assets are in condition satisfactory to allow the Borrower to perform its operations.

(q)Compliance with Laws. The Borrower is in compliance in all material respects with all applicable Requirements of Law.

(r)ERISA. As of the Closing Date, neither the Borrower nor any of its ERISA Affiliates contributes to, sponsors, maintains or has an obligation to contribute to or maintain any Multiemployer Plan or any Employee Plan and has not within the six (6) preceding calendar years prior to the date hereof established, sponsored, maintained, contributed to or been obligated to contribute to or maintain any Multiemployer Plan or any Employee Plan. Except as would not reasonably be expected to result in a Material Adverse Effect and except as required by Section 4980B of the Internal Revenue Code or similar state insurance laws, neither the Borrower nor any of its ERISA Affiliates maintains an employee welfare benefit plan (as defined in Section 3(1) of ERISA) which provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Borrower or any of its ERISA Affiliates or coverage after a participant’s termination of employment. Assuming that no portion of any Loan has been funded (initially or through participation, assignment, transfer or securitization of such Loan) with plan assets of a plan covered by ERISA, Section 4975 of the Code or Similar Law, the execution of this Agreement, the making of the Loans and the other transactions contemplated by the Loan Documents, including but not limited to the exercise by the Administrative Agent of its rights under the Loan Documents, are not and will not give rise to a non-exempt prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code, and are not prohibited or otherwise restricted by Similar Law.

(s)Intellectual Property. The Borrower owns or licenses or otherwise has the right to use all material Intellectual Property rights that are necessary for the operation of its business, without infringement upon or conflict with the rights of any other Person with respect thereto, except for such infringements and conflicts which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(t)Chief Executive Office. The Borrower’s chief executive office on the effective date is located at 8950 Cypress Waters Blvd, Coppell, Texas, 75019.

(u)Location of Books and Records. The Borrower keeps its corporate books and records at its chief executive office.

(e)Agency Set Off Rights. The Borrower has no actual notice, including any notice received from any Agency, that any circumstances exist that would result in the Borrower being liable to any Agency for any amount due by reason of: (i) any breach of servicing or subservicing obligations or breach of mortgage selling warranty to the Agency under any Servicing Agreement or any other similar contracts relating to the Borrower’s Agency servicing or subservicing portfolio (including any due and unmet mortgage repurchase obligation), (ii) any due and unperformed obligation with respect to mortgage loans that the Borrower is servicing for any Agency pursuant to a recourse agreement, (iii) any loss or damage to any Agency by reason of any inability to transfer to a purchaser of mortgage servicing rights the Borrower’s selling and servicing

representations, warranties and obligations, as well as any existing mortgage-backed securities recourse obligations, or other recourse obligations, and (iv) any other due and unmet obligations to any Agency under any Servicing Agreement or any other similar contracts relating to the Borrower’s entire Agency servicing portfolio.

(f)Compliance with Financial Covenants. The Borrower is in compliance with the financial covenants set forth in Section 7.01(i).

(g)Agency Qualifications. The Borrower is an approved seller, servicer, seller/servicer or issuer, as applicable, of mortgage loans for Ginnie Mae, Fannie Mae and Freddie Mac, with the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the same type as the Mortgage Loans. No event has occurred, including but not limited to a change in insurance coverage, which would make the Borrower unable to comply with Ginnie Mae, Fannie Mae or Freddie Mac eligibility requirements or which would require notification to Ginnie Mae, Fannie Mae or Freddie Mac.

(h)Anti-Money Laundering Laws. The operations of the Borrower are conducted and have been conducted in all material respects in compliance with the applicable anti-money laundering statutes of all jurisdictions to which the Borrower is subject and the rules and regulations thereunder, including the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA Patriot Act) (the “Patriot Act” and collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Borrower with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Borrower, threatened.

(i)No Prohibited Persons. Neither the Borrower nor, to the knowledge of the Borrower, any director, officer, agent or employee of the Borrower or any of its Subsidiaries is a Person that is currently the subject of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC-administeredsanctions”), or is located, organized or resident in a country or territory that is the subject of OFAC-administered sanctions; and the Borrower will not, directly or indirectly, use the proceeds of the Loans hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, to fund activities of or business with any Person, or in any country or territory, that at the time of such funding or facilitation, is the subject of OFAC-administered sanctions, or in a manner that would otherwise cause any Person (including any Person involved in or facilitating the Loans, whether as a Lender, the Administrative Agent, advisor, or otherwise) to violate any OFAC-administered sanctions.

(aa) Foreign Corrupt Practices Act. Neither the Borrower nor, to the knowledge of the Borrower, any director, officer, agent or employee of the Borrower is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”); and Seller has conducted its businesses in compliance with the FCPA.

(bb) Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws, including the FCPA, and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and directors and to the knowledge of the Borrower, its employees are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in the Borrower being designated as a Sanctioned Person. None of (a) the Borrower, to the knowledge of the Borrower, such Subsidiary, any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Loans hereunder, is a Sanctioned Person. No transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.

(cc) Servicing Contracts. The Borrower has delivered to the Administrative Agent and each Lender true and complete copies of all Servicing Contracts related to the Servicing Rights existing on the Closing Date and all amendments thereto that are material to the valuation of the Eligible Pledged Servicing Receivables or the Advance Reimbursement Amounts , in each case, other than the Ginnie Mae Guide or other information publicly available on or through Ginnie Mae’s website.

(dd) Regulatory Status. The Borrower not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

Section 6.02 Representations Concerning the Collateral. The Borrower represents and warrants to the Administrative Agent and each Lender that as of each day that a Loan is outstanding pursuant to this Agreement:

(a)The Borrower has not assigned, pledged, conveyed, or encumbered any Collateral to any other Person (except any sale of Excess Servicing Spread as acknowledged in any Intercreditor and Subordination Agreement or to the extent any such pledge has been released prior to the grant of any security interest thereon hereunder), and immediately prior to the pledge of any such Collateral, the Borrower was the sole owner of such Collateral and had good and marketable title thereto (subject to the rights of Ginnie Mae with respect to the Servicing Rights), free and clear of all Liens other than Permitted Collateral Liens.

(b)The provisions of this Agreement are effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a valid security interest in all right, title, and interest of the Borrower in, to and under the Collateral, subject only to Permitted Collateral Liens.

(c)All information concerning all Servicing Rights set forth on the Electronic File pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Administrative Agent, for the benefit of the Lenders will not, taken as a whole, contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading as of the date of such Electronic File.

(d)Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent as “Secured Party” and the Borrower as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Administrative Agent, for the benefit of the Lenders, has a duly perfected first priority security interest under the UCC in all right, title, and interest of the Borrower in, to and under, subject to the interests of Ginnie Mae, the Servicing Rights.

(e)All filings and other actions necessary to perfect the security interest in the Collateral created under this Agreement have been duly made or taken and are in full force and effect, and the Loan Documents create in favor of the Administrative Agent, for the benefit of the Lenders, a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral, securing the payment of the Obligations (subject to the interests of Ginnie Mae), and all filings and other actions necessary to perfect such security interest have been duly taken. Subject to the rights of Ginnie Mae as set forth in Section 4.02 and in the Acknowledgement Agreement and other Permitted Collateral Liens, the Borrower is the legal and beneficial owner of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Loan Documents.

(f)Subject only to the Ginnie Mae Guide and the terms of the Acknowledgement Agreement, the Borrower has the full right, power and authority to pledge the Servicing Rights, and the pledge of such Servicing Rights may be further assigned without any requirement, except as may be specified in the Ginnie Mae Guide.

(g)All Advances included in the Collateral or in any calculation of the Borrowing Base are Eligible Corporate Advances, Eligible Escrow Advances or Eligible MBS Advances, as the case may be.

ARTICLE VII COVENANTS

Section 7.01    Affirmative Covenants of the Borrower.    The Borrower covenants and

agrees with the Administrative Agent and each Lender that, so long as any Loan is outstanding and until all Obligations (other than Unliquidated Obligations) have been paid in full:

(a)Compliance with Laws, etc. The Borrower will comply in all material respects with all applicable Requirements of Law applicable to the Borrower and the Collateral.

(b)Performance and Compliance with Servicing Contracts. The Borrower will comply in all material respects with all terms, provisions and covenants required to be observed by it under the Servicing Contracts, maintain the Servicing Contracts in full force and effect and enforce in all material respects the Servicing Contracts in accordance with the terms thereof.

(c)Taxes. The Borrower and its Subsidiaries shall timely file all federal and state income tax returns and all other material tax returns that are required to be filed by them and shall timely pay all federal and state income Taxes and all other material Taxes due, except for any such Taxes as are being appropriately

contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP consistently applied.

(d)Due Diligence. The Borrower shall, without unreasonable delay, permit the Administrative Agent on behalf of the Lenders to inspect, and to discuss with the Borrower’s officers, agents and auditors, the affairs, finances, and accounts of the Borrower, the Servicing Rights and other Collateral, and the Borrower’s books and records, and to make abstracts or reproductions thereof and to duplicate, reduce to hard copy or otherwise use any and all computer or electronically stored information or data, in each case, (i) during normal business hours, (ii) upon reasonable prior notice (provided, that upon the occurrence of an Event of Default that is continuing, no notice shall be required), and (iii) at the expense of the Borrower to discuss with its officers, its affairs, finances, and accounts; provided that the Borrower’s obligation to reimburse such expenses shall be limited to the Administrative Agent’s actual, reasonable and documented out-of-pocket costs and expenses.

(e)Changes in Servicing Contracts. The Borrower shall provide written notice to the Administrative Agent of any (i) changes in any Servicing Contracts that would reasonably be likely to materially and adversely affect the Servicing Rights within five (5) Business Days after the Borrower receives notice thereof, other than any changes in the Servicing Contracts solely as a result of changes in the Ginnie Mae Guide, (ii) any termination of any Servicing Contracts within two (2) Business Days after the Borrower receives notice thereof and (iii) copies of any amendments to existing Servicing Contracts entered into in the previous month that are material to the valuation of the Eligible Pledged Servicing Receivables or to the Borrower’s Advance Reimbursement Rights within ten (10) days after the execution thereof.

(f)Legal Existence, etc. The Borrower shall (i) preserve and maintain its legal existence and good standing in its jurisdiction of formation with all requisite limited liability company power and authority to own its properties (including the Collateral) and conduct its business and to carry out the terms of the Loan Documents; (ii) preserve and maintain all of its material rights, privileges and franchises necessary to conduct its business as then being conducted; (iii) maintain all material licenses and approvals (including all material licenses and approvals required to originate and service residential mortgage loans and own mortgage servicing rights) necessary to conduct its business as then being conducted; and (iv) keep records and books of account in accordance with GAAP consistently applied in all material respects.

(g)Financial Statements. The Borrower shall maintain a system of accounting established and administered in accordance with GAAP consistently applied, and furnish to the Administrative Agent (for forwarding to the Lenders):

(i)Within forty-five (45) calendar days after the end of each calendar month, the unaudited consolidated balance sheets of the Borrower as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Borrower for such period and the portion of the fiscal year through the end of such period;

(ii)Within ninety (90) days after the close of each fiscal year, Financial Statements, including a statement of income and changes in shareholders’ equity of the Borrower for such year, and the related balance sheet as of the end of such year, all in reasonable detail and accompanied by (A) an opinion of an accounting firm as to said financial statements which opinion shall not be qualified or limited by reference to the status of the Borrower as a “going concern” or reference of similar import and (B) a written statement of a public accountant

(x) to the effect that, on the basis of such examination conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, such firm is of the opinion that the Borrower’s overall subservicing operations have been conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers except for such exceptions that, in the opinion of such public accountant, the Uniform Single Attestation Program for Mortgage Bankers requires it to report, in which case such exceptions shall be set forth in such statements, or (y) attesting to the Borrower’s assessment of compliance with the servicing criteria set forth in Section 1122(d) of Securities and Exchange Commission regulation AB (17 C.F.R. Section 229.1122(d)) that was delivered by the Borrower to the Administrative Agent;

(iii)    together with the financial statements delivered pursuant to clauses

(i)and (ii) above, the Electronic File and a Compliance Certificate in the form of Exhibit 7.01 attached hereto from a Responsible Officer of the Borrower (1) stating that to such Person’s knowledge, no Event of Default has occurred and is continuing, or if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which is proposed to be taken with respect thereto, (2) showing in reasonable detail the calculations demonstrating compliance with Section 7.01(i) of this Agreement, (3) disclosing any penalties, fines or other amounts that the Borrower reasonably believes to be payable within sixty (60) days to the CFPB or any other Governmental Authority or governmental regulator (to the extent the Borrower is permitted to

disclose such matters in accordance with Requirements of Law) in an aggregate amount in excess of the amount that, individually or in the aggregate, is reasonably likely to result in a Material Adverse Effect, (4) listing any new locations where the Borrower keeps its books and records, any new chief executive office locations, (5) describing any litigation or proceeding that is pending or threatened against the Borrower as to which there is a reasonable likelihood that an adverse determination would exceed $25,000,000 or constitute a Material Adverse Effect and (6) including a summary of all repurchase and indemnity claims by Ginnie Mae, as of the most recent month end, with respect to mortgage loans originated or serviced by the Borrower;

(iii)promptly upon Ginnie Mae’s request, deliver to Ginnie Mae copies of (i) the Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section2.04(a)(iii), (ii) the Advance Verification Report or the Valuation Report delivered to the Administrative Agent pursuant to Section 2.05(a) or (iii) the Compliance Certificate delivered to the Administrative Agent pursuant to Section 7.01(g)(iii).

(iv)promptly, from time to time and without unreasonable delay, such other information regarding the business affairs, operations and financial condition of the Borrower as the Administrative Agent or any Lender may reasonably request in writing; and

(v)as soon as reasonably possible, and in any event within thirty (30) days after a Responsible Officer of the Borrower knows, or with respect to any Employee Plan or Multiemployer Plan to which the Borrower or any of its Subsidiaries makes direct contributions, has reason to believe, that any of the events or conditions specified below with respect to any Employee Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of the Borrower setting forth details respecting such event or condition and the action, if any, that the Borrower or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by the Borrower or an ERISA Affiliate with respect to such event or condition):

(A)any Reportable Event with respect to an Employee Plan, (provided that a failure to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, including without limitation the failure to make on or before its due date a required installment under Section 430(j) of the Code or Section 303(j) of ERISA, shall be a Reportable Event under this paragraph (A) regardless of the issuance of any waivers in accordance with Section 412(d) of the Code); and any request for a waiver under Section 412(c) of the Code for any Employee Plan;

(B)the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Employee Plan or any action taken by the Borrower or an ERISA Affiliate to terminate any Employee Plan;

(C)the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Employee Plan, or the receipt by the Borrower or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;

(D)the complete or partial withdrawal from a Multiemployer Plan by the Borrower or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by the Borrower or any ERISA Affiliate of notice from a Multiemployer Plan that it is in insolvency pursuant to Section 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;

(E)the institution of a proceeding by a fiduciary of any Multiemployer Plan against the Borrower or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within thirty (30) days; and

(F)the adoption of an amendment to any Employee Plan that would result in the loss of tax-exempt status of the Employee Plan and trust of which such Employee Plan is a part if the Borrower or an ERISA Affiliate fails to provide timely security to such Employee Plan if and as required by the provisions of Section 401(a)(29) of the Code.

(h)Agency Approval. The Borrower shall be approved by Ginnie Mae as an approved issuer (the “Ginnie Mae Approvals”), with no event having occurred, including a change in insurance coverage, which (i) would make the Borrower unable to comply with the eligibility requirements for maintaining the Ginnie Mae Approvals or (ii) would otherwise have a Material Adverse Effect and require notification to Ginnie Mae. Should the Borrower for any reason, cease to possess the Ginnie Mae Approvals, or should notification to

Ginnie Mae be required pursuant to the foregoing sentence, the Borrower shall so notify the Administrative Agent promptly in writing. Notwithstanding the preceding sentence, the Borrower shall take all necessary action to maintain all of its Ginnie Mae Approvals at all times during the term of this Agreement.

(i)Financial Covenants. The Borrower shall:

(i)Leverage Ratio. Maintain at all times a ratio of its Total Net Indebtedness to Tangible Net Worth of not greater than 9:1;

(ii)Tangible Net Worth: Maintain at all times minimum tangible net worth of not less than 110% of the Single-Family Issuer Minimum Net Worth Requirement set by Ginnie Mae (each as determined in accordance with the Ginnie Mae Guide);

(iii)Net Income. Not permit its Net Income (plus depreciation expense and excluding any mark-to-market adjustments) for any two consecutive quarters to be less than

$1.00; and

(iv)Liquidity. Maintain at all times liquidity on the last Business Day of each calendar month of not less than 120% of the Single-Family Issuer Minimum Liquidity Requirement set by Ginnie Mae (each as determined in accordance with the Ginnie Mae Guide).

(j)Quality Control. The Borrower shall conduct quality control reviews of its servicing operations in accordance with industry standards and Agency requirements. Upon the reasonable prior written request of any Lender, the Borrower shall report to such Lender the internal quality control findings relating to servicing operations as such reports are finalized.

(k)Intellectual Property. The Borrower shall own or license or otherwise have the right to use all material Intellectual Property rights that are necessary for the operation of its business, without infringement upon or conflict with the rights of any other Person with respect thereto, except for such infringements and conflicts which would not reasonably be expected to have a Material Adverse Effect.

(l)Further Assurances. The Borrower shall take such action and execute, acknowledge and deliver, at its sole cost and expense, such agreements, instruments or other documents as the Administrative Agent may reasonably require from time to time in order (i) to give effect to the provisions of this Agreement and the other Loan Documents, (ii) to subject any of the Collateral to valid and perfected first priority Liens, (iii) to establish and maintain the validity and effectiveness of any of the Loan Documents and the validity, perfection and priority of the Liens intended to be created thereby, and (iv) to better assure, convey, grant, assign, transfer and confirm unto the Administrative Agent and each Lender the rights now or hereafter granted to it under this Agreement or any other Loan Document. In furtherance of the foregoing, to the maximum extent permitted by Requirements of Law, the Borrower (i) authorizes the Administrative Agent to file any financing statement required hereunder or under any other Loan Document, and any continuation statement or amendment with respect thereto, in any appropriate filing office without the signature of the Borrower at the expense of the Borrower, and (ii) ratifies the filing of any financing statement, and any continuation statement or amendment with respect thereto, filed without the signature of the Borrower.

(m)Special Affirmative and Negative Covenants Concerning ServicingRights, Eligible Pledged Servicing Receivables and Advance Reimbursement Amounts.

(i)The Borrower shall defend the right, title and interest of the Administrative Agent, for the benefit of the Lenders, in and to the Servicing Rights pledged to the Administrative Agent, for the benefit of the Lenders, against the claims and demands of all Persons whomsoever, subject to the restrictions imposed by the Ginnie Mae Agency Requirements and the Acknowledgement Agreement.

(ii)The Borrower shall not assign, pledge, convey or encumber any Collateral to any other Person other than in respect of Permitted Collateral Liens and shall preserve the security interests granted hereunder and upon request by the Administrative Agent, undertake all actions which are necessary or appropriate, in the reasonable judgment of the Administrative Agent, to (x) maintain the Administrative Agent and the Lenders’ security interest (including the first priority thereof, subject only to Permitted Collateral Liens with respect to the related Eligible Pledged Servicing Receivables and other Collateral) in the Collateral in full force and effect at all times prior to the satisfaction of all Obligations under this Agreement (excluding any Unliquidated Obligations) and the release of the Administrative Agent’s and the Lenders’ lien in accordance with the terms and provisions of this Agreement, and (y) preserve and protect the Collateral and protect and enforce the rights of the Administrative Agent and the Lenders to the Collateral, including (1) the making or delivery of all filings and recordings (of financing or continuation statements), or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate and (2) causing to be marked

conspicuously its master data processing records with a legend, acceptable to the Administrative Agent, evidencing that such security interest has been granted in accordance with this Agreement.

(iii)The Borrower shall diligently fulfill its duties and obligations under the Servicing Contracts in all material respects and shall not default in any material respect under any of the Servicing Contracts.

(iv)The Borrower shall diligently and timely collect and enforce in all material respects its Advance Reimbursement Amounts, Eligible Pledged Servicing Receivables and its servicing compensation under each Servicing Contract and cause the Borrower’s rights to collect Advance Reimbursement Amounts and Eligible Pledged Servicing Receivables under each Servicing Contract to remain in full force and effect except as otherwise contemplated hereby.

(v)The Borrower shall continue to maintain Fidelity Insurance in an aggregate amount at least equal to the greatest minimum amount required by any Agency with respect to the Borrower. The Borrower shall maintain Fidelity Insurance in respect of its officers, employees and agents, with respect to any claims made in connection with all or any portion of the Collateral. The Borrower shall notify the Administrative Agent of any material change in the terms of any such Fidelity Insurance.

(vi)The provisions of this Agreement shall continue to be effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a valid security interest in all right, title, and interest of the Borrower in, to and under the Collateral, subject only to Permitted Collateral Liens.

(vii)Subject only to the Ginnie Mae Guide and the terms of the Acknowledgement Agreement, the Borrower shall continue to have the full right, power and authority to pledge the Servicing Rights to the Administrative Agent, for the benefit of the Lenders, and the pledge of such Servicing Rights may be further assigned without any requirement, except as may be specified in the Ginnie Mae Guide.

(viii)Without unreasonable delay after the Administrative Agent’s written request, the Borrower shall deliver to the Administrative Agent Mortgage Files for a statistically significant sample of the Mortgage Loans related to Collateral added or proposed to be added since the last Funding Date (such sample size to be determined by the Administrative Agent in its sole discretion).

(n)Maintenance of Property. The Borrower shall keep all Property and assets useful and necessary in its business in a condition satisfactory to allow the Borrower to perform its operations and free and clear of all Liens (other than Permitted Encumbrances).

(o)Use of Proceeds. Subject to any limitations contained in the Acknowledgement Agreement, the Borrower shall use the proceeds of the Loans to (i) fund the Borrower’s purchase of additional servicing portfolios; (ii) provide collateral for the Borrower’s warehouse lines of credit; or (iii) fund the acquisition of and performance of required servicing activities for additional servicing and/or servicing portfolios.

(p)Maintenance of Insurance by the Borrower. The Borrower shall at all times maintain insurance with responsible and reputable insurance companies or associations (including, without limitation, errors and omissions insurance, comprehensive general liability, hazard, rent, worker’s compensation and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by the Agencies and any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated.

(q)Servicing Facilities. The Borrower or its subservicer shall maintain adequate financial standing, servicing facilities, procedures and experienced personnel necessary for the sound servicing of mortgage loans of the same types as may from time to time constitute Mortgage Loans in accordance with the requirements of the Agencies.

(r)Anti-Money Laundering Laws. The Borrower shall conduct its operations in all material respects in compliance with the applicable Anti-Money Laundering Laws.

(s)No Prohibited Persons. Neither the Borrower nor any director, officer, agent or employee of the Borrower shall be a Person that is subject of any OFAC-administered sanctions, or shall be located, organized or resident in a country or territory that is the subject of OFAC-administered sanctions; and the Borrower will not, directly or indirectly, use the proceeds of the Loans hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, to fund activities of or business with any Person, or in any country or territory, that at the time of such funding or

facilitation, is the subject of OFAC-administered sanctions, or in a manner that would otherwise cause any Person (including any Person involved in or facilitating the Loans, whether as a Lender, the Administrative Agent, advisor, or otherwise) to violate any OFAC-administered sanctions.

(t)Foreign Corrupt Practices Act. Neither the Borrower nor any director, officer, agent or employee of the Borrower shall take any action, directly or indirectly, that would result in a violation by such persons of the FCPA; and the Borrower shall conduct its businesses in compliance with the FCPA and shall institute and maintain policies and procedures designed to ensure continued compliance therewith.

Section 7.02 Negative Covenants of the Borrower. The Borrower covenants and agrees with the Administrative Agent and each Lender that, so long as any Loan is outstanding and until all Obligations (other than Unliquidated Obligations) have been paid in full:

(a)Prohibition of Fundamental Changes. The Borrower shall not enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution). The Borrower shall not, without the prior written consent of the Lenders, directly or indirectly alter, modify or otherwise change: (i) its current business operations; and (ii) its current mortgage loan origination platform (including but not limited to its process of mortgage loan acquisitions). The Borrower shall not convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “Transfer”), all or substantially all of its Property, business or assets (including, without limitation, receivables and leasehold interests) whether now owned or hereafter acquired or allow any Subsidiary to Transfer substantially all of its assets to any Person; provided, that the Borrower may after prior written notice to the Administrative Agent allow such action with respect to any Subsidiary which is not a material part of the Borrower’s overall business operations. Upon the occurrence of an Event of Default, the Borrower shall not create or acquire any Subsidiary without the prior written consent of the Lenders.

(b)Assignment. Except as permitted or contemplated by this Agreement, the Borrower shall not sell, assign, transfer or otherwise dispose of, or grant any option with respect to, or pledge, hypothecate or grant a security interest in or lien on or otherwise encumber any of the Collateral or any interest therein. Notwithstanding the foregoing, provided that no Default or Event of Default shall have occurred and is continuing, the Borrower may sell Eligible Servicing Rights free and clear of Administrative Agent’s interest therein so long as the sale of such assets will not cause a Borrowing Base Deficiency in the sole discretion of the Administrative Agent. Upon any such sale, Administrative Agent agrees to release its interests hereunder in the sold Eligible Servicing Rights.

(c)Material Change in Business. The Borrower shall maintain its primary business as a residential mortgage servicer.

(d)Distributions. If an Event of Default has occurred and is continuing, the Borrower shall not pay any dividends with respect to any capital stock or other equity interests in such entity, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Borrower.

(e)Chief Executive Office; Legal Name; Jurisdiction of Organization. The Borrower shall not move its chief executive office from the address referred to in Section 6.01(t) or change its jurisdiction of organization or legal name unless, in each case, it shall have provided Administrative Agent 30 days’ prior written notice of such change.

(f)Transactions with Affiliates. The Borrower shall not enter into any transaction, including the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service, with any Affiliate unless such transaction is (i) not otherwise prohibited by this Agreement and (ii) upon fair and reasonable terms no less favorable to the Borrower than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.

(g)Excess Servicing Spread. Any Excess Servicing Spread shall only be sold to an Existing Spread Owner or to a third party approved in writing by Administrative Agent in its sole discretion and in a manner that is in form and substance similar to the Borrower’s existing transactions involving excess servicing spreads; provided that such third party shall execute and deliver or affirm (i) an Intercreditor and Subordination Agreement, (ii) a Sold Excess Servicing Spread Purchaser Account Control Letter Agreement and (iii) a Control Agreement. Notwithstanding anything herein to the contrary, no Dedicated Account shall be subject to the control of any third party not in control of a Dedicated Account as of the Closing Date, unless such third party is approved by the Administrative Agent in writing in its sole discretion.

(h)Plan Assets. The Borrower shall not be an employee benefit plan as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, a “plan” as defined in and subject to Section 4975 of the Code

or an entity deemed to hold the “plan assets” of any of the foregoing pursuant to 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA. The transactions contemplated by this Agreement will not be in violation of any Similar Law that is applicable to the Borrower.

(i)Modification of the Servicing Contracts. The Borrower shall not consent with respect to any Servicing Contracts to (i) the modification, amendment or termination of such Servicing Contracts in a manner that is materially adverse to the interests of the Administrative Agent and the Lenders, (ii) the waiver of any provision of such Servicing Contracts to the extent any such waiver is materially adverse to the interests of the Administrative Agent and the Lenders, (iii) the resignation of the Borrower as servicer under the Servicing Contracts or (iv) the assignment, transfer, or material delegation of any of its rights or obligations, under such Servicing Contracts, in the case of each of clauses (i)-(iv) above, without the prior written consent of Administrative Agent exercised in Administrative Agent’s sole good faith discretion. Notwithstanding anything to the contrary herein, Ginnie Mae has the absolute and unconditional right to modify the Ginnie Mae Guide at any time.

(j)Dedicated Accounts, Fee Collection Account and Advance CollectionAccount. Close or fail to continue to utilize the Dedicated Accounts, the Fee Collection Account and the Advance Collection Account.

Section 7.03 Notice of Certain Occurrences. The Borrower covenants and agrees with the Administrative Agent and each Lender that, so long as any Loan is outstanding and until all Obligations (other than Unliquidated Obligations) have been paid in full:

(a)Defaults. As soon as possible, but in any event within one (1) Business Day after a Responsible Officer of the Borrower has knowledge of any Default, the Borrower shall furnish to the Administrative Agent a written statement of a Responsible Officer of the Borrower setting forth details of such Default and no more than three (3) Business Days after a Responsible Officer of the Borrower has knowledge of any Default a written statement from a Responsible Officer of the Borrower setting forth the action that the Borrower has taken or proposes to take with respect to such Default.

(b)Litigation. Promptly after a Responsible Officer of the Borrower has knowledge thereof, and in any event within twenty (20) days after service of process on any of the following, the Borrower shall furnish to the Administrative Agent notice of any action, suit or proceeding instituted by or against the Borrower in any federal or state court or before any commission, regulatory body or Governmental Authority that (i) questions or challenges the validity or enforceability of any of the Loan Documents or any action to be taken in connection with the transactions contemplated hereby, (ii) makes a claim or claims in an aggregate amount greater than $10,000,000, (iii) which, individually or in the aggregate, if adversely determined, could be reasonably likely to have a Material Adverse Effect, or (iv) requires filing with the Securities and Exchange Commission in accordance with the Securities Exchange Act of 1934 and any rules thereunder.

(c)Judgments, Penalties and Fines. Promptly after a Responsible Officer of the Borrower has knowledge thereof, the Borrower shall furnish to the Administrative Agent notice of any individual judgments, penalties, fines or other amounts payable to the CFPB, any Governmental Authority (to the extent the Borrower is permitted to disclose such matters in accordance with Requirements of Law), any other state or federal governmental regulator or any other third party in excess of $25,000,000;

(d)Servicing Contract Transfer. Promptly, but in any event within three (3) Business Days, the Borrower shall notify the Administrative Agent of the transfer, termination or other loss of all or any part of any Servicing Contract related to any Servicing Rights (or the termination or replacement of the Borrower thereunder), the reason for such transfer, loss or replacement, if known to it and the effects that such transfer, loss or replacement will have (or will likely have) on the prospects for full and timely collection of all amounts owing to the Borrower under or in respect of the Borrower’s Servicing Contracts related to the Servicing Rights.

(e)Agency Notices. Unless the Borrower is prohibited by the Applicable Agency, any regulator, a Governmental Authority or a Requirement of Law from sharing due to confidentially restrictions, the Borrower shall promptly, but in any event within three (3) Business Days of receipt, furnish to the Administrative Agent (i) a copy of any notices it receives from any Agency indicating any adverse fact or circumstance in respect of the Borrower with respect to which adverse fact or circumstance such Agency, respectively, announce its intention to terminate or threatens in writing to terminate the Borrower with cause and (ii) a copy of any notice from any Agency indicating material breach, default or material non-compliance by the Borrower. For the avoidance of doubt, to the extent the Borrower is prohibited from sharing any of the notices referenced in clauses (i) and (ii) above but is not prohibited from sharing the substance of such notices, the Borrower shall promptly notify the Administrative Agent of the substance of such notices.

(f)Advance Verification Agent. Promptly after the replacement of the Advance Verification Agent, the Borrower shall furnish notice to Ginnie Mae.

ARTICLE VIII EVENTS OF DEFAULT

Section 8.01    Events of Default. The following events shall be “Events of Default”:

(a)The Borrower shall fail to pay, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), (i) all or any portion of the principal of the Loans or any mandatory prepayment, including any amount required to cure a Borrowing Base Deficiency pursuant to Section 2.09(c), or any amount payable pursuant to Section 3.04 of this Agreement or any interest on any Loan under this Agreement, (ii) any fee payable under the Fee Letter, and, in the case of this clause (ii), such failure continues for a period of two (2) Business Days or (iii) any indemnity or expense payable under this Agreement or any other Loan Document, and, in the case of this clause (iii), such failure continues for a period of two

(2) Business Days after written demand therefor;

(b)(i) The Borrower shall fail to comply with the requirements of Sections7.01(b), 7.01(d), 7.01(e)(i), 7.01(e)(ii), 7.01(f)(i), 7.01(g), 7.01(h), 7.01(i), 7.01(m)(other than 7.01(m)(v)), 7.01(o), 7.01(r), 7.01(s), 7.02(t), 7.02 and 7.03, (ii) the Borrower shall fail to comply with the requirements of Sections 7.01(m)(v) or 7.01(p) and such failure shall remain unremedied for two (2) Business Days (provided that, in the case of Sections 7.01(m)(v) and 7.01(p), such two (2) Business Day cure right shall only apply to the extent no material loss has been incurred by the Borrower as a result of such non-compliance) or (iii) the Borrower shall fail to perform or comply with any other term, covenant or agreement contained in any Loan Document to be performed or observed by it and such failure shall remain unremedied for 30 days after the earlier of the date a Responsible Officer of the Borrower has knowledge of such failure and the date written notice of such default shall have been given by the Administrative Agent to the Borrower;

(c)Any representation, warranty or certification made or deemed made herein or in any other Loan Document by the Borrower or any certificate furnished to the Administrative Agent and the Lenders pursuant to the provisions thereof, shall prove to have been false or misleading in any material respect (unless such representation or warranty is qualified by materiality and then, in any respect) as of the time made or furnished and such false or misleading statement was not corrected in a subsequent writing delivered to the Administrative Agent or otherwise remedied in a manner satisfactory to the Administrative within five (5) Business Days after the earlier of the date a Responsible Officer of the Borrower has knowledge of such false or misleading statement and the date written notice of such false and misleading statement shall have been given by the Administrative Agent to the Borrower; provided, that the Borrower shall not be permitted to correct or remedy any representations and warranties made (i) with actual knowledge that they were materially false or misleading at the time made or (ii) any representation, warranty or certification made or deemed made pursuant to Sections 6.01(a), 6.01(b), 6.01(c), 6.01(g), 6.01(h) and 6.01(l);

(d)(1) The failure of the Borrower to be an approved servicer under the guidelines of Ginnie Mae with respect to any Eligible Pledged Servicing Receivables, (2) the Borrower is involuntarily terminated as servicer with respect to any Eligible Pledged Servicing Receivables, (3) the Borrower shall cease to be approved by or its approval shall be revoked, rescinded, halted, eliminated, withdrawn, annulled, repealed, voided or terminated by Ginnie Mae as an approved seller/servicer or lender or (4) the failure of the Borrower to maintain Ginnie Mae net worth requirements and such failure is unwaived by Ginnie Mae;

(e)The Borrower, Mr. Cooper Group, or any Subsidiary of Mr. Cooper Group shall be in default under, or fail to perform as required under, any note, indenture, repurchase agreement, loan and security agreement, credit facility, guaranty, swap agreement or any other contract to which it is a party, including, without limitation, any Lender Indebtedness, and such note, indenture, repurchase agreement, loan and security agreement, credit facility, guaranty, swap agreement or other contract, other than any Lender Indebtedness, is in excess of

$25,000,000, which default (i) involves the failure to pay a matured obligation, or (ii) permits the acceleration of the maturity of obligations or permits the prepayment of any indebtedness thereunder by any other party to or beneficiary of such note, indenture, repurchase agreement, guaranty, swap agreement or other contract;

(f)The Administrative Agent, for the benefit of the Lenders, does not, or ceases to, have a first priority perfected security interest in any of the Collateral, subject only to Permitted Collateral Liens, other than as a result of a release of such security interest by the Administrative Agent or in connection with a transaction that is permitted by this Agreement;

(g)Any final judgment or order for the payment of money in excess of

$10,000,000 shall be rendered against the Borrower, by a court, administrative tribunal or other body having jurisdiction over them and the same shall not be satisfied or discharged (or provisions shall not be made for such discharge) or bonded, or a stay of execution thereof shall not be procured, within thirty (30) days from the date of entry thereof or, if a stay of execution is procured, thirty (30) days from the date such stay is lifted;

(h)(1) The Borrower files a voluntary petition in bankruptcy, seeks relief under any provision of any Insolvency Law or consents to the filing of any petition against it under any such law; (2) a proceeding shall have been instituted by any Person in a court having jurisdiction in the premises seeking a decree or order for relief in respect of the Borrower in an involuntary case under any applicable Insolvency Law, or for the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of the Borrower, or for any substantial part of its Property, or for the winding-up or liquidation of its affairs and the Borrower shall have failed to obtain a relief (including a dismissal) or a stay of such involuntary proceeding within thirty (30) days; (3) the admission in writing by the Borrower of its inability to pay its debts as they become due; (4) the Borrower consents to the appointment of or taking possession by a custodian, receiver, conservator, trustee, liquidator, sequestrator or similar official, of all or any part of its Property or any custodian, receiver, conservator, trustee, liquidator, sequestrator or similar official takes possession of all or any part of the Property of the Borrower; (5) the Borrower makes an assignment for the benefit of any of its creditors; or (6) the Borrower generally fails to pay, or admits in writing its inability to pay, its debts as they become due;

(i)Any Loan Document ceases to be in full force and effect or the Borrower shall contest the validity or enforceability of any provision of any Loan Document; or the Borrower shall deny in writing that it has any or further liability or obligation under any Loan Document or shall purport to revoke, terminate or rescind in writing any provision of any Loan Document that materially impairs any Lender’s rights and remedies thereunder;

(j)A Change of Control occurs without the prior written consent of the Administrative Agent and the Required Lenders and the Administrative Agent (at the direction of the Required Lenders acting in their sole discretion) declares in writing that such Change of Control is “Event of Default” hereunder; or

(k)(1) any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code) involving any Employee Plan, (2) any failure to satisfy the minimum funding standards of Section 302 of ERISA, whether or not waived, shall exist with respect to any Employee Plan, (3) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Employee Plan, which Reportable Event or institution of proceedings is, in the reasonable opinion of the Lenders, likely to result in the termination of such Employee Plan for purposes of Title IV of ERISA, and, in the case of a Reportable Event, the continuance of such Reportable Event unremedied for ten (10) days after notice of such Reportable Event pursuant to Section 4043(a) of ERISA is given, or the continuance of such proceedings for ten (10) days after commencement thereof, as the case may be, (4) any Employee Plan shall terminate for purposes of Title IV of ERISA, (5) any withdrawal liability to a Multiemployer Plan shall be incurred by the Borrower or any of its Subsidiaries or (6) any other event or condition shall occur or exist; and in each case in clauses

(1)through (6) above, such event of condition, together with all other such events or conditions, if any, is likely to subject the Borrower or any of its Subsidiaries to any tax, penalty or other liabilities in the aggregate material in relation to the business, operations, property or financial or other condition of the Borrower or any of its Subsidiaries; or

(l)any materially adverse change in the property, business or financial condition of the Borrower shall occur, in each case as determined by the Administrative Agent in its sole discretion, or any other condition shall exist which, in the Administrative Agent’s sole discretion, constitutes a material impairment of the Borrower’s ability to perform its obligations under this Loan Agreement or related documents.

Section 8.02    Remedies.

(a)Optional Acceleration. If an Event of Default (other than an Event of Default described in Section 8.01(h)) has occurred and is continuing, the Administrative Agent may (or at the direction of the Required Lenders shall) by written notice to the Borrower, terminate the Facility and declare all Loans and all other Obligations to be immediately due and payable.

(b)Automatic Acceleration. If an Event of Default described in Section8.01(h) has occurred and is continuing, the Facility shall be automatically terminated and the Loans and all other Obligations shall be immediately due and payable upon the occurrence of such event, without demand or notice of any kind.

(c)Remedies. If an Event of Default has occurred and is continuing, the Administrative Agent, for the benefit of the Lenders, in addition to all other rights and remedies under this Agreement or otherwise, shall have all other rights and remedies provided under the UCC of each applicable jurisdiction and other Requirements of Laws, which rights shall be cumulative (but shall be subject to the rights of any Agency, as applicable, with respect to the related Servicing Rights). The Borrower agrees, if an Event of Default has occurred and is continuing and following notice from the Administrative Agent, to assemble, at its expense, all of the

Collateral that is in its possession (whether by return, repossession, or otherwise) at a place designated by the Administrative Agent. All out-of-pocket costs incurred by the Administrative Agent in the collection of all Obligations, and the enforcement of its rights hereunder, including attorneys’ fees and legal expenses, shall constitute Obligations. Without limiting the foregoing, if an Event of Default has occurred and is continuing and the Administrative Agent has accelerated the Loans pursuant to this Section 8.02, the Administrative Agent may, to the fullest extent permitted by Requirements of Law, without notice, advertisement, hearing or process of law of any kind, (i) enter upon any premises where any of the Collateral which is in the possession of the Borrower (whether by return, repossession, or otherwise) may be located and take possession of and remove such Collateral and (ii) sell any or all of such Collateral, free of all rights and claims of the Borrower therein and thereto, at any public or private sale. Any such sale shall be conducted in a commercially reasonable manner and in accordance with Requirements of Law. The Borrower hereby expressly waives, to the fullest extent permitted by Requirements of Law, any and all notices, advertisements, hearings or process of law in connection with the exercise by the Administrative Agent of any of its rights and remedies if an Event of Default has occurred and is continuing. The Administrative Agent shall have the right (but not the obligation) to bid for (including by Credit Bid) and purchase any or all Collateral at any public or private sale. The Borrower hereby agrees that in any sale of any of the Collateral, the Administrative Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of Requirements of Law (including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to Persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any Governmental Authority, and the Borrower further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner. The Administrative Agent shall not be liable for any sale, private or public, conducted in accordance with this Section 8.02(c). If an Event of Default has occurred and is continuing, and upon acceleration of the Loans hereunder, the Loans and all other Obligations shall be immediately due and payable, and collections on the Eligible Pledged Servicing Receivables or Advance Reimbursement Amounts and proceeds of sales and securitizations of Eligible Pledged Servicing Receivables or Advance Reimbursement Amounts, and other Collateral will be used to pay the Obligations, with any balance remaining from such collections and proceeds paid by the Administrative Agent to the Borrower.

(d)The Borrower hereby acknowledges and agrees that the Obligations of the Borrower under this Agreement and the other Loan Documents constitute full recourse obligations of the Borrower.

(e)Right to Realize on Collateral. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of Lenders, in accordance with the terms hereof and all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent, and (ii) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent at such sale.

(f)The exercise of all remedies under this Section 8.02 is subject to the terms, conditions and limitations set forth in the Acknowledgment Agreement.

ARTICLE IX AGENT

Section 9.01 Appointment of Administrative Agent. Each Lender hereby appoints

Morgan Stanley Mortgage Capital Holdings LLC as the Administrative Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Morgan Stanley Mortgage Capital Holdings LLC to act as its agent in accordance with the terms hereof, including, Section 9.03, and the other Loan Documents. The provisions of this Article IX are solely for the benefit of the Administrative Agent and Lenders and, except as set forth in this sentence, the Borrower shall not have any rights, obligations or duties as a third party beneficiary of any of the provisions of this Article IX and none of the provisions of this Article IX shall affect any rights of the Borrower hereunder. In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower.

Section 9.02 Rights as Lender. With respect to its Pro Rata Share of the Loans made by it, if any, the Administrative Agent shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein for any other Lender or maker of a Loan. The terms “Lenders” or “Required Lenders” or any similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity as a Lender or one of the Required Lenders. With respect to its participation in the Loans, the Administrative Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder. The Administrative Agent and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisor capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

Section 9.03 Powers and Duties. Each Lender irrevocably authorizes the Administrative Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Loan Documents as are specifically delegated or granted to the Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified herein and in the other Loan Documents. The Administrative Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. The Administrative Agent shall not have, by reason hereof or any of the other Loan Documents, a fiduciary relationship in respect of any Lender; and nothing herein or in any of the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Administrative Agent any obligations in respect hereof or of any of the other Loan Documents except as expressly set forth herein or therein.

Section 9.04    General Immunity.

(a)No Responsibility for Certain Matters. The Administrative Agent shall not be responsible for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by the Administrative Agent to Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of the Borrower or any other Person liable for the payment of any Obligations, nor shall the Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default.

(b)Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, partners, directors, employees or agents shall be liable to any Lender for any action taken or omitted by the Administrative Agent under or in connection with any of the Loan Documents except to the extent caused by the Administrative Agent’s gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final, non- appealable order. The Administrative Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or with any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until the Administrative Agent shall have received instructions in respect thereof from the Required Lenders (or such other Lenders as may be required to give such instructions under Section 12.01) and, upon receipt of such instructions from the Required Lenders (or such other Lenders, as the case may be), the Administrative Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions. Without prejudice to the generality of the foregoing, (i) the Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of its attorneys, accountants, experts and other professional advisors selected by it; (ii) no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or (where so instructed) refraining from acting hereunder or under any of the other Loan Documents in accordance with the instructions of the Required Lenders (or such other Lenders as may be required to give such instructions under Section 12.01); and (iii) no action taken or omitted by the Administrative Agent shall be considered to have resulted from the Administrative Agent’s gross negligence, bad faith or willful misconduct if such action or omission was done at the direction of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in any other Loan Document).

Section 9.05    Reserved.

Section 9.06    Lenders’ Representations, Warranties and Acknowledgment.

(a)Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower in connection with the Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower. The Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and the Administrative Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders.

(b)Each Lender, by delivering its signature page to this Agreement and funding its Loan on the Closing Date or any other funding date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by the Administrative Agent, the Required Lenders or the Lenders, as applicable on the Closing Date or such other funding date. Each Lender acknowledges that by agreeing to fund the Loans on any Funding Date, such Lender agrees that all conditions precedent to such Loan have been met on such Funding Date.

Section 9.07 Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally, but not jointly, agrees to indemnify the Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “IndemniteeAgent Party”), and hold such Indemnitee Agent Party harmless to the extent that such Indemnitee Agent Party shall not have been reimbursed by the Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including documented out-of-pocket costs and expenses and all reasonable counsel fees) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as such Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Loan Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE AGENT PARTY; provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Indemnitee Agent Party’s gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable order. If any indemnity furnished to any Indemnitee Agent Party for any purpose shall, in the opinion of such Indemnitee Agent Party, be insufficient or become impaired, such Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Section 9.08    Reserved.

Section 9.09 Delegation of Duties. The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by the Administrative Agent. The Administrative Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates and their respective officers, partners, directors, trustees, employees and agents. The exculpatory provisions of this Article IX shall apply to any such sub agent and to such other parties as are listed above.

Section 9.10 Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Insolvency Law or any other judicial proceeding relative to the Borrower or the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower), the Administrative Agent shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations arising under the Loan Documents that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent hereunder) allowed in such judicial proceeding;

(b)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and

(c)any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent hereunder.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Section 9.11 Agent under Loan Documents. Each Lender hereby further authorizes the Administrative Agent, on behalf of and for the benefit of the Lenders, to be the agent for and representative of the Lenders with respect to the Collateral and the Loan Documents. Subject to Section 12.01, without further written consent or authorization from the Lenders, the Administrative Agent may execute any documents or instruments necessary to release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 12.01) have otherwise consented.

ARTICLE X ASSIGNMENT

Section 10.01 Restrictions on Assignments.

(a)The Borrower shall not assign its rights hereunder or any interest herein without the prior written consent of each Lender. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, Indemnitee Agent Parties under Section 9.07, Indemnified Party under Section 11.01 their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, Affiliates of each of the Administrative Agent and Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of the Loans owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of the Loans):

(i)to any Person meeting the criteria of clause (i)(a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and

(ii)to any Person otherwise constituting an Eligible Assignee with the prior written consent of the Administrative Agent and solely to the extent no Event of Default is continuing, the prior written consent of the Borrower (which acceptance shall be deemed to have been given if the Borrower has not responded within five (5) Business Days of receipt by a Responsible Officer of the Borrower of a written request for such acceptance); provided, each such assignment pursuant to this Section 10.01(b)(ii) shall be in an aggregate amount of not less than $5,000,000.

(c)Mechanics. The assigning Lender and the assignee thereof shall execute and deliver to the Administrative Agent and the Borrower an Assignment Agreement, together with such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to the Administrative Agent pursuant to Section 3.04.

(d)Notice of Assignment. Upon its receipt and acceptance of a duly executed and completed Assignment Agreement, any forms, certificates or other evidence required by this Agreement in connection therewith, and upon receipt of the processing fee described below in Section 10.01(f), the Administrative Agent shall record the information contained in such Assignment Agreement in the Register, shall give prompt notice thereof to the Borrower and shall maintain a copy of such Assignment Agreement.

(e)Representations and Warranties of Lenders and Assignees. Each Lender, upon execution and delivery hereof or, upon executing and delivering an Assignment Agreement, each assignee Lender, as the case may be, represents and warrants as of the Closing Date or as of the applicable Effective Date (as defined in the applicable Assignment Agreement) that (i) such assignment is subject to the Acknowledgement

Agreement; (ii) in the case of an assignee Lender, it is an Eligible Assignee; (iii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Loans, as the case may be; (iv) it will make or invest in, as the case may be, its Loans for its own account in the ordinary course of its business and without a view to distribution of such Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.01, the disposition of such Loans or any interests therein shall at all times remain within its exclusive control); and (v) such Lender is in compliance with all U.S. economic sanctions laws, executive orders and implementing regulations as promulgated by OFAC, including with regard to the source of funds used to make any Loan hereunder.

(f)Effect of Assignment. Subject to the terms and conditions of this Section10.01, as of the “Effective Date” specified in the applicable Assignment Agreement: (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent such rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned thereby pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination hereof under Section 12.09) and be released from its obligations hereunder (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto; provided, anything contained in any of the Loan Documents to the contrary notwithstanding, such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising out of the prior involvement of such assigning Lender as a Lender hereunder); and (iii) if any such assignment occurs after the issuance of any Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to the Administrative Agent for cancellation, and thereupon the Borrower shall issue and deliver new Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the outstanding Loans of the assignee and/or the assigning Lender. The Administrative Agent shall receive a processing fee in the amount of $3,500 payable by the applicable assignee Lender upon the effective date of each transfer or assignment (other than to an intermediate purchaser) to such assignee Lender.

(g)Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto and such pledge or assignment of a security interest is subject to the Acknowledgement Agreement.

Section 10.02 Permitted Participants; Effect. Any Lender may, in the ordinary course of its business and in accordance with Requirements of Law, at any time (and from time to time) sell to one or more banks or other entities (each a “Participant”), participating interests in any Loan owing to such Lender, any Note held by such Lender, or any other interest of such Lender under this Agreement or the other Loan Documents. In the event of any such sale by such Lender of a participating interest to a Participant, (i) such Lender’s obligations hereunder and under the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the Borrower for the performance of such obligations; and (iii) such Lender shall remain the owner of its Loans and the holder of any Note issued to it in evidence thereof for the purposes under the Loan Documents. All amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests. The Borrower and such Lender shall continue to deal solely and directly with each other in connection with such Lender’s rights and obligations under the Loan Documents. Each Lender shall, acting solely for this purpose as agent of the Borrower, maintain a register in the United States on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loan, Notes or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any other information relating to a Participant’s interest in any commitments, Loans, Notes, letters of credit or other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, Loan, Note, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Section 10.03 Voting Rights of Participants. The Required Lenders shall retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents; provided, that any amendment, modification, or waiver with respect to any Loan in which such Participant has an interest which (i) forgives principal, interest, or fees or reduces the interest rate, principal

amount or fees payable with respect to any such Loan, (ii) extends the Maturity Date, (iii) increases the Committed Facility Amount, (iv) postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees on, any such Loan or (v) releases all or substantially all of the Collateral (other than as expressly permitted pursuant to the Loan Documents), shall, in each such case, require the consent of the Participants representing, in the aggregate, more than fifty percent (50%) of the participation interests in the Loans.

Section 10.04 Maintenance of Register; Transfer. The Administrative Agent shall, acting solely for this purpose as agent of the Borrower, establish and maintain (i) a record of ownership (the “Register”) in which the Administrative Agent shall register by book entry the interest (including any rights to receive payment hereunder) of each Lender in each Loan, and any assignment (or reassignment) of all or any portion of such interest, obligation or right and accounts in the Register in accordance with its usual practice in which it shall record (x) the name and address of each Lender (or assignee, if applicable), (y) the amount of any principal or interest on each Loan due and payable or paid and (z) any other payment received by each Lender (or assignee, if applicable) from the Borrower with respect to any Loan. Notwithstanding anything to the contrary contained herein, (i) each Loan is a registered obligation, (ii) the right, title and interest of each Lender (or assignee, if applicable) in and to such Loan shall be transferable only upon notation of such transfer in the Register and (iii) no assignment thereof shall be effective until recorded therein. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower or its agent shall treat each Person whose name is recorded in the Register as the Lenders (or assignee, if applicable) for all purposes of each Loan. This Section 10.04 shall be construed so that each Loan (and each Note evidencing such Loan) is at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code, including but not limited to U.S. Treasury Regulations Sections 5(f).103-1(c) and 1.871-14(c), and any corresponding provisions of succeeding law. Information contained in the Register shall be available for access by the Borrower and each Lender (or assignee, if applicable, and with respect to each Lender, access shall only be granted with respect to such Lender’s Loans) during normal business hours and from time to time upon reasonable advance notice.

ARTICLE XI INDEMNIFICATION

Section 11.01 Indemnities by the Borrower. Without limiting any other rights which any

such Person may have hereunder or under Requirements of Law, but except as otherwise set forth herein, the Borrower hereby agrees to indemnify and hold harmless, the Administrative Agent, the Lenders, their Affiliates, successors, permitted transferees and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities, obligations, penalties, judgments and related costs and expenses, including reasonable and documented attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or resulting from this Agreement, the other Loan Documents, or any transaction contemplated hereby or thereby or arising out of or relating to the Borrower’s origination and servicing practices or failure to maintain any governmental approvals or licensing with respect to the Mortgage Loans, other than (a) Indemnified Amounts to the extent a court of competent jurisdiction determines (in a final, non-appealable determination) that they resulted from gross negligence, bad faith or willful misconduct on the part of such Indemnified Party, (b) Excluded Taxes (other than any incremental Taxes arising solely by reason of a breach by the Borrower of its obligations under this Agreement), and (c) any lost profits or indirect, exemplary, punitive or consequential damages of any Indemnified Party. In any suit, proceeding or action brought by any Lender in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateral, the Borrower will save, indemnify and hold the Administrative Agent and the Lenders harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from the Borrower. Under no circumstances shall any Indemnified Party be liable to the Borrower for any lost profits or indirect, exemplary, punitive or consequential damages. This Section shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Section 11.02 General Provisions. If for any reason the indemnification provided above in Section 11.01 (and subject to the limitations on indemnification contained therein) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless on the basis of public policy, then the Borrower shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Borrower on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.

The provisions of this Article XI shall survive the termination of this Agreement and the payment of the Obligations

ARTICLE XII MISCELLANEOUS

Section 12.01 Amendments, etc.

(a)No amendment or waiver of any provision of this Agreement or any other Loan Document (excluding the Fee Letter), and no consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given; provided, that no amendment, waiver or consent shall without the written consent of each Lender or each Lender adversely affected thereby, in each case, as required below:

(ix)(A) reduce the principal of, or interest on, the Loans payable to any Lender, reduce the amount of any fee or any other amount payable for the account of any Lender, or (B) postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees (but not prepayment) on, the Loans payable to any Lender, in each case, without the written consent of such Lender;

(x)change the percentage of the commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder without the written consent of each Lender;

(xi)amend the definition of “Required Lenders” without the written consent of each Lender; amend the definition of “Pro Rata Share” without the written consent of each Lender affected thereby;

(xii)release all or substantially all of the Collateral (except as otherwise provided in this Agreement and the other Loan Documents) or subordinate any Lien granted in favor of the Administrative Agent for the benefit of the Lenders without the written consent of each Lender;

(xiii)amend, modify or waive this Section 12.01 of this Agreement without the written consent of each Lender; or

(xiv)amend, modify or waive Sections 2.09(a) or 3.02 of this Agreement without the written consent of each Lender;

(xv)amend, modify or waive Sections 5.01 or 5.02 of this Agreement without the written consent of each Lender;

(xvi)amend the definition of “Borrowing Base” or any definition used therein without the written consent of each Lender; or

(xvii)amend, waive or consent to any provision of this Agreement to permit the Borrower or any of its Affiliates to (A) purchase Loans on a non-pro rata basis, (B) become an Eligible Assignee pursuant to Section 10.04 and/or (C) make offers to make optional prepayments on a non-pro rata basis without the written consent of each Lender.

Notwithstanding the foregoing, (A) no amendment, waiver or consent shall (1) unless in writing and signed by the Administrative Agent, affect the rights or duties of the Administrative Agent (but not in its capacity as a Lender) under this Agreement or the other Loan Documents and (2) be made other than by a solicitation of all Lenders that have a right to consent, in a manner that treats all such Lenders in the same manner, and (B) any consent fee or other consideration payable in connection with any amendment, waiver or consent shall be payable ratably to all Lenders who consent to such requested amendment, waiver or consent.

(b)If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender adversely affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase at the par value and for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender and to comply with the requirements of Section10.01, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement all interest, fees and other amounts then accrued but unpaid to such Non-

Consenting Lender by the Borrower hereunder to and including the date of termination, and, upon such payment, such Non-Consenting Lender shall be immediately terminated without further action from any Person.

Section 12.02 Notices, etc. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile communication) and shall be (1) personally delivered or sent by certified mail or overnight air courier, or postage prepaid, to the intended party at the address or facsimile number of such party set forth opposite its name on Schedule 12.02 or at such other address as shall be designated by such party in a written notice to the other parties hereto or (2) in the case of all notices and other communications other than Notices of Borrowing and notices under Section 7.03(a), posted to a data site with an email notification to the Administrative Agent on behalf of each Lender. All such notices and communications shall be effective, (i) if personally delivered, when received, (ii) if sent by overnight air courier, the next Business Day after delivery to the related air courier service, if delivery is guaranteed as of the next Business Day, (iii) if made available by the Borrower by uploading and posting to an agreed upon data site, once posted, and (iv) if sent by certified mail, three (3) Business Days after having been deposited in the mail, postage prepaid, if sent during business hours (if sent after business hours, then on the next Business Day) except that notices and communications pursuant to Article II shall not be effective until received. In addition to the available means of delivering notice above, all notices and other communication provided for hereunder shall, unless stated otherwise herein, be in writing and shall be effective when sent via email during business hours to the Borrower at jeff.neufeld@nationstarmail.com with a copy to the general counsel of the Borrower at tony.villani@nationstarmail.com, to the Administrative Agent at resifsl_nonqm@morganstanley.com and fsl_non_agency_neon@morganstanley.com with copies to wltapes@morganstanley.com and to the Lenders at the email addresses set forth on Schedule 12.02, once receipt has been confirmed by electronic means (if sent via email after business hours, then on the next Business Day).

Section 12.03 Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and the Lenders, and their respective successors and assigns, provided, that nothing in the foregoing shall be deemed to authorize any assignment not permitted in Section 10.01.

(a)GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OFJURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH BY ITS TERMS APPLIES TO THIS AGREEMENT).

(b)EACH PARTY HERETO HEREBY SUBMITS TO THE NON- EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE BOROUGH OF MANHATTAN, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.    EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT IN THE BOROUGH OF MANHATTAN, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY HERETO HEREBY CONSENTS TO PROCESS BEING SERVED IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, OR ANY DOCUMENT DELIVERED PURSUANT HERETO BY THE MAILING OF A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO ITS RESPECTIVE ADDRESS SPECIFIED AT THE TIME FOR NOTICES UNDER THIS AGREEMENT OR TO ANY OTHER ADDRESS OF WHICH IT SHALL HAVE GIVEN WRITTEN OR ELECTRONIC NOTICE TO THE OTHER PARTIES. THE FOREGOING SHALL NOT LIMIT THE ABILITY OF ANY PARTY HERETO TO BRING SUIT IN THE COURTS OF ANY OTHER JURISDICTION.

(c)EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS

WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 12.03(c) AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR TO ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

Section 12.04 Entire Agreement. This Agreement and the Loan Documents embody the entire agreement and understanding of the parties hereto and supersede any and all prior agreements, arrangements and understanding relating to the matters provided for herein.

Section 12.05 Acknowledgement. Each party hereto hereby acknowledges that:

(a)it has been advised by counsel in the negotiation, execution and delivery of this Agreement, the Note and the other Loan Documents to which it is a party;

(b)the Administrative Agent and the Lenders have no fiduciary relationship to the Borrower, and the relationship between the Borrower and the Administrative Agent and each Lender is solely that of debtor and creditor; and

(c)no joint venture exists among or between the Lenders and the Borrower.

Section 12.06 Captions and Cross References. The various captions (including the table of contents) in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Except as the context requires, any references in this Agreement to any Section or Exhibit are to such Section or Exhibit of this Agreement, as the case may be.

Section 12.07 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 12.08 Confidentiality.

(a)The Administrative Agent and each Lender agrees (on behalf of itself and each of its affiliates, directors, officers, employees and representatives) to use reasonable precautions to keep confidential, in accordance with its customary procedures for handling confidential information of this nature and in accordance with safe and sound practices of comparable commercial finance companies, any non-public information supplied to it by the Borrower pursuant to this Agreement or the other Loan Documents (and which at the time is not, and does not thereafter become, publicly available or available to such Person from another source not known to be subject to a confidentiality obligation to such Person not to disclose such information), provided, that nothing herein shall limit the disclosure by the Administrative Agent or any Lender of any such information (i) to its Affiliates and Affiliate Funds and to its and its Affiliates’ and Affiliate Funds’ respective equityholders (including partners), directors, officers, employees, agents, trustees, counsel, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential in accordance with this Section 12.08); (ii) to any other party hereto; (iii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first agrees, in writing, to be bound by confidentiality provisions similar in substance to this Section 12.08; (iv) to the extent required by any Requirement of Law or judicial process or as otherwise requested by any Governmental Authority whether by subpoena or similar legal process; (v) to the National Association of Insurance Commissioners or any similar organization, any examiner, auditor or accountant or any nationally recognized rating agency or otherwise to the extent consisting of general portfolio information that does not identify the Borrower; (vi) to the extent necessary in connection with any litigation to which the Administrative Agent or any Lender is a party; (vii) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder; or (viii) with the consent of the Borrower. Notwithstanding the

foregoing, there shall be no duty to protect the confidentiality of information that: (a) is already known to the Administrative Agent or any Lender (as applicable) or is already in its or their possession prior to disclosure by the Borrower; (b) becomes available to the Administrative Agent or any Lender (as applicable) from a source other than the Borrower; (c) is or becomes publicly available (other than as a result of disclosure by the Administrative Agent or any Lender in breach of the terms herein); or (d) is independently developed by the Administrative Agent or any Lender (as applicable) without reference to the information disclosed by the Borrower.

(b)The Borrower shall not issue any news releases and/or publish “tombstone” advertisements and other announcements relating to this transaction in newspapers, trade journals and/or other appropriate media except (i) disclosures required by Requirements of Law, regulation, legal process or the rules of the Securities and Exchange Commission or (ii) with the prior approval of the Administrative Agent. Notwithstanding the foregoing, Administrative Agent, and the Lenders may, with the consent of the Borrower (not to be unreasonably withheld), publish or disseminate general information describing the size and maturity of credit facility evidenced hereby and the name of the Borrower in any “tombstone” or comparable advertising materials on its website or in other of Administrative Agent’s or such Lender’s marketing materials (but shall not so publish or disseminate the name of any other Lender without such Lender’s prior written consent); provided, that once the Borrower provides its consent to the form and content of any “tombstone” or comparable advertisement materials, the Administrative Agent may continue to publish or disseminate such approved “tombstone” materials until the Borrower revokes its consent in writing.

Section 12.09 Survival. Any provision hereof that by the express terms state that they shall survive the repayment of the Loans and/or the termination of this Loan Agreement shall so survive. In addition, each representation and warranty made, or deemed to be made by a request for a borrowing, herein or pursuant hereto shall survive the making of such representation and warranty, and the Administrative Agent and each Lender shall not be deemed to have waived, by reason of making any Loan, any Default or Event of Default that may arise by reason of such representation or warranty proving to have been false or misleading, except to the extent that the Borrower provided the Administrative Agent prior written notice that such representation or warranty was false or misleading at the time such Loan was made.

Section 12.10 No Waiver; Remedies Cumulative. No failure or delay on the part of the Administrative Agent or any Lender in the exercise of any power, right or privilege hereunder or under any other Loan Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to the Administrative Agent and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Loan Documents. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

Section 12.11 Marshalling; Payments Set Aside. Neither the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower or any other Person or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Lenders (or to the Administrative Agent, on behalf of Lenders), or the Lenders (or to the Administrative Agent on behalf of the Lenders) enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Section 12.12 Patriot Act. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act.

Section 12.13 Expenses. Whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to pay promptly after receipt of an invoice (a) all the Administrative Agent’s reasonable out-of-pocket costs and expenses of negotiation, preparation and execution of the Loan Documents and any consents, amendments, waivers or other modifications thereto; (b) all the reasonable and documented out-of-pocket fees, expenses and disbursements of counsel to the Administrative Agent in connection with the negotiation, preparation, execution and administration of the Loan Documents and any consents, amendments, waivers or

other modifications thereto and any other documents or matters requested by the Borrower; (c) all the out-of-pocket costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of the Lenders; (d) all the Administrative Agent’s reasonable out-of-pocket costs and expenses for and disbursements of any of the Administrative Agent’s, auditors, accountants, consultants or appraisers whether internal or external (including those incurred in connection with the custody or preservation of any of the Collateral); (e) all the reasonable out-of-pocket costs and expenses in connection with the custody or preservation of any of the Collateral; and (f) after the occurrence of a Default or an Event of Default, all out-of-pocket costs and expenses and all attorneys’ fees and costs of settlement, incurred by the Administrative Agent and Lenders in enforcing any Obligations of or in collecting any payments due from the Borrower hereunder or under the other Loan Documents by reason of such Default or Event of Default or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work out” or pursuant to any insolvency or bankruptcy cases or proceedings.

Section 12.14 Successor Administrative Agent.

(a)The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and the Borrower. Upon any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) so long as no Event of Default has occurred and is continuing (in which case the Borrower’s consent is not required), to appoint a successor administrative agent; provided, that if an Event of Default has occurred and is continuing or no successor administrative agent has been agreed upon within thirty (30) days following receipt of notice of such resignation, then such resignation shall nonetheless become effective (except that the retiring Administrative Agent shall continue to hold the Collateral and all liens and security interest therein for the benefit of the Lenders until a successor administrative agent is appointed) and the Required Lenders shall appoint a successor in consultation with the Borrower (except that no consultation shall be required if an Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor administrative agent, that successor administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor administrative agent all sums and items of Collateral held under the Loan Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor administrative agent under the Loan Documents, and (ii) execute and deliver to such successor administrative agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor administrative agent of the security interests created under the Loan Documents, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of Article IX and Sections 11.01 and 12.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder.

(b)Notwithstanding anything herein to the contrary, the Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, the Borrower or the Lenders; provided, that the Borrower and the Lenders may deem and treat such assigning Administrative Agent as the Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to the Borrower and the Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Loan Documents.

Section 12.15 Severability. 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 covenants, agreements, provisions or terms of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective signatories thereunto duly authorized, as of the date first above written

NATIONSTAR MORTGAGE LLC, as Borrower

By:    /s/ Pedro Alvarez

Name:    Pedro Alvarez

Title:    SVP Treasurer

MORGAN STANLEY MORTGAGE CAPITAL

HOLDINGS LLC, as Administrative Agent

By:    /s/ Darius Houseal

Name:    Darius Houseal

Title:    Authorized Signatory

MORGAN STANLEY BANK, N.A., as Lender

By:     /s/ Michael A. Calandra, Jr.

Name:    Michael A. Calandra, Jr.

Title:    Authorized Signatory

SCHEDULE I

DEFINITIONS

1.1 Definitions. As used in this Agreement the following terms have the meanings as indicated:

“Acknowledgement Agreement” means an Acknowledgement Agreement, by and among Ginnie Mae, the Borrower and the Administrative Agent as secured party, pursuant to which Ginnie Mae acknowledges the security interest of the Administrative Agent, for the benefit of the Lenders, in the Borrower’s rights under the Servicing Contracts related to pools of mortgage loans securitized with Ginnie Mae, in the form agreed by the Administrative Agent, the Lenders, the Borrower and Ginnie Mae together with any amendments and addenda thereto.

“Administrative Agent” has the meaning set forth in the preamble.

“Administrative Agent’s Account” means the account from time to time designed by Administrative Agent as the “Agent’s Account.”

“Advance” means any or all of an MBS Advance, Corporate Advance or Escrow Advance.

“Advance Collection Account” means deposit account number 550386707 established by the Borrower at the Advance Collection Bank and which shall be subject to a “Blocked Account Control Agreement.

“Advance Collection Account Bank” means any financial institution mutually acceptable to Administrative Agent and Borrower.

“Advance Reimbursement Amounts” means with respect to any Advance, any amount that the Borrower collects on a Mortgage Loan, withdraws from a custodial account in accordance with the applicable Servicing Agreement, or receives from any Person that purchases or acquires the related Mortgage Loan, to reimburse any such Advance, including any Liquidation Proceeds, the FHA Claims Proceeds, PIH Claim Proceeds, USDA Claim Proceeds or VA Claim Proceeds.

“Advance Verification Agent” means an independent certified public accountant, or any other verification agent selected by the Borrower and consented to in writing by the Administrative Agent (such consent not to be unreasonably withheld), or its successor as verification agent under the Advance Verification Agent Letter.

“Advance Verification Report” means the report delivered by the Advance Verification Agent pursuant to the Advance Verification Agent Letter.

“Advance Verification Agent Letter” means the letter agreement among the Borrower, the Lender and the Advance Verification Agent, regarding the scope of services, as the same relate to the services to be provided by the Advance Verification Agent in respect of the Eligible

Pledged Servicing Receivables, and any other agreement with the Verification Agent, in each case in form and substance as approved by the Borrower and the Agent.

“Affiliate” means, with respect to a Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such first Person.

“Agency” means each of Fannie Mae, Freddie Mac and Ginnie Mae.

“Agency Guide” means, with respect to (1) Fannie Mae, the Fannie Mae Selling Guide and the Fannie Mae Servicing Guide, as amended from time to time, (2) Freddie Mac, the Single-Family Seller/Servicer Guide, as amended from time to time and (3) with respect to Ginnie Mae, the Ginnie Mae MBS Guide, as amended from time to time.

“Agreement” has the meaning set forth in the preamble.

“Alternative Rate” means a rate of interest equal to the sum of (a) the Federal Funds Rate, (b) a margin equal to the average spread between the Federal Funds Rate and LIBOR for the ninety (90) days immediately preceding the first date on which the Alternative Rate is applicable plus (c) the Applicable Margin; provided, that the sum of (a) and (b) shall not be less than one-half of one percent (0.5%).

“Ancillary Income” means all money which is due and payable in connection with the servicing of each Mortgage Loan other than the servicing fees and specifically including late charge fees, assignment transfer fees, insufficient funds check charges, amortization schedule fees, interest from escrow accounts and all other incidental fees and charges and any Float Benefit, in each case, to the extent such amounts are allocable to a Mortgage Loan.

“Applicable Margin” has the meaning given to it in the Fee Letter.

“Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit C, with such amendments or modifications as may be approved by the Administrative Agent.

“Borrower” has the meaning set forth in the preamble.

“Borrowing Base” means, at any time, the sum of (a) product of (i) the MSR Advance Rate and (ii) the most recently determined aggregate Market Value of the Eligible Pledged Servicing Receivables minus the Market Value of any Excess Servicing Spread sold to a Sold Excess Spread Purchaser, plus (b) the product of (i) the current MBS Advance Rate and (ii) the aggregate amount of the Eligible MBS Advances, plus (c) the product of (i) the current Corporate Advance Rate and (ii) the aggregate amount of the Eligible Corporate Advances, and plus (d) the product of (i) the current Escrow Advance Rate and (ii) the aggregate amount of the Eligible Escrow Advances.

“Borrowing Base Certificate” means a certificate substantially in the form of Exhibit A signed by a Responsible Officer of the Borrower and setting forth (i) the valuation of (a) the Eligible Pledged Servicing Receivables and (b) the Excess Servicing Spread sold to a Sold Excess Spread Purchaser, in each case, as set forth in the most recent Valuation Report delivered to the Administrative Agent, (ii) the then current (or expected) balance of all Eligible MBS Advances, Eligible Corporate Advances and Eligible Escrow Advances and the unpaid principal balance of the Mortgage Loans relating to the Eligible Pledged Servicing Receivables and (iii) such other data and information as mutually agreed between the Borrower and the Administrative Agent.

“Borrowing Base Deficiency” means the circumstance that exists, as of any Business Day, in the event that the Outstanding Aggregate Loan Amount exceeds the Borrowing Base by

$250,000 or more.

“Business Day” means any day other than (i) a Saturday or Sunday, or (ii) a day on which banking institutions in the States of New York, Texas or Delaware, or with respect to any One- Month LIBOR Rate provisions, London, England, are required or authorized by law to be closed.

“Capitalized Lease” means, with respect to any Person, any lease of (or other arrangement conveying the right to use) real or personal property by such Person as lessee that is required under GAAP to be capitalized on the balance sheet of such Person.

“Capitalized Lease Obligations” means, with respect to any Person, obligations of such Person and its Subsidiaries under Capitalized Leases, and, for purposes hereof, the amount of any such obligation shall be the capitalized amount thereof determined in accordance with GAAP consistently applied.

“Cash Equivalents” means (i) securities with maturities of 90 days or less from the date of acquisition issued or fully guaranteed or insured by the United States government or any agency thereof, (ii) certificates of deposit and eurodollar time deposits with weighted average maturities of 90 days or less from the date of acquisition and overnight bank deposits of any commercial bank having capital and surplus in excess of $500,000,000 and a rating of at least A+ from S&P and A1 from Moody’s, (iii) repurchase obligations of any commercial bank satisfying the requirements of clause (ii) of this definition, having a term of not more than seven days with respect to securities issued or fully guaranteed or insured by the United States Government, (iv) securities with weighted average maturities of 90 days or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A+ by S&P or A1 by Moody’s, (v) securities with maturities of 90 days or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the requirements of clause (ii) of this definition or, (vi) shares of 2-a7 money market mutual funds rated AAA by Moody’s & S&P that have a weighted average maturity of 90 days or less or similar funds which invest exclusively in assets satisfying the requirements of clauses (i) through (v) of this definition.

“CFPB” means the Consumer Financial Protection Bureau, an agency of the United States, or any successor thereto.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means (a) less than 100% of the Borrower’s equity securities are owned, directly or indirectly, by Mr. Cooper Group, or (b) a sale of all or substantially all of the assets of the Borrower.

“Closing Date” means the date on which all Loan Documents are executed by the Borrower and the Lenders and all of the conditions set out in Section 5.01 are satisfied or waived by Lenders.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” has the meaning set forth in Section 4.01.

“Committed Facility Amount” has the meaning given to it in the Fee Letter.

“Compliance Certificate” means a certificate in form acceptable to the Administrative Agent substantially in the form of Exhibit 7.01 hereto.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Control Agreement” means, (i) with respect to a Dedicated Account, the “Account Control Agreements” set forth on Schedule I to the Sold Excess Servicing Spread Purchaser Account Control Letter Agreement, (ii) with respect to the Fee Collection Account a “Shifting Account Control Agreement” among the Administrative Agent, the Borrower and the Fee Collection Account Bank (iii) with respect to the Advance Collection Account a “Blocked Account Control Agreement” among the Administrative Agent, the Borrower and the Advance Collection Account Bank and (iv) after the Closing Date, any other “Account Control Agreement” with respect to the Fee Collection Account, Advance Collection Account or a Dedicated Account, in form and substance acceptable to Administrative Agent in its sole discretion, , in each case, as they may be amended, supplemented or otherwise modified from time to time.

“Control Notice” means a “shifting control notice,” an “access termination notice” or such similar term as defined in any Control Agreement.

“Copyrights” means any and all rights in any published and unpublished works of authorship owned by the Borrower, including (i) copyrights and moral rights, (ii) all renewals, extensions, restorations and reversions thereof, (iii) copyright registrations and recordings thereof and all applications in connection therewith, (iv) income, license fees, royalties, damages, and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past, present, or future infringements thereof, (v) the right to sue for past, present, and future infringements thereof, and (vi) all of the Borrower’s rights corresponding thereto throughout the world.

“Corporate Advance” means any advance disbursed by or on behalf of the Borrower in its capacity as servicer with respect to any Mortgage Pool as required by the Ginnie Mae Contract with respect to any related Mortgage Loan (other than amounts advanced as MBS Advances or Escrow Advances).

“Corporate Advance Rate” has the meaning given to it in the Fee Letter.

“Credit Bid” means, an offer submitted by the Administrative Agent (on behalf of the Lenders), at the request of the Required Lenders, to acquire all or any portion of the Collateral in exchange for and in full and final satisfaction of all or a portion (as determined by the Administrative Agent, at the request of the Required Lenders) of the claims and Obligations under this Agreement and other Loan Documents.

“Custodial File” means with respect to any Mortgage Loan, a file being held by the Custodian that contains the mortgage documents pertaining to such Mortgage Loan.

“Custodian” means any financial institution that holds documents for any of the Mortgage Loans on behalf of an Agency.

“Default” means any event that, with the giving of notice or lapse of time, or both, would become an Event of Default.

“Dedicated Account” means (i) the following deposit accounts established by the Borrower with JPMorgan Chase Bank National Association: 826194875, 826194305, 826194297, 550385998, and 550385980 and (ii) the following deposit accounts established by the Borrower with Wells Fargo Bank, National Association: 4122403124, 4122403108, 4122403116, 4122403090, 4122402886, 4122402860, 4552680373, 4556639698, 4122402878, 4552680365, 4556639680, 4168626505, 416916307, 4168626570, 4168626471, 4166646851 and 4122402852, which shall be subject to the Sold Excess Servicing Spread Purchaser Account Control Letter Agreement.

“Default Rate” means, with respect to any Loan for any Interest Period, and any late payment of fees or other amounts due hereunder, the Interest Rate for the related Interest Period (or for all successive Interest Periods during which such fees or other amounts were delinquent), plus 2.50% per annum.

“Early Buy-out Loans” mean any delinquent Mortgage Loan relating to an Eligible Pledged Servicing Receivable that is purchased from the related Mortgage Pool by or at the direction of the Borrower.

“Electronic Files” means any electronic file or date tape, in form and substance acceptable to the Administrative Agent and containing the information agreed to between the Borrower and the Administrative Agent.

“Eligible Assignee” means (i)(a) any Lender or any Affiliate or Fund Affiliate of any Lender, or (b) any commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act), that extends credit or buys loans as one of its businesses and that has total assets in excess of $100,000,000, and (ii) any other Person (other than a natural Person) approved by the Administrative Agent that has total assets in excess of $100,000,000.

“Eligible Corporate Advances” means all Corporate Advances that are: (i) free and clear of any Liens, subject to (x) the security interest granted hereunder in favor of the Administrative Agent, for the benefit of the Lenders and (y) the rights, interests and prerogatives of Ginnie Mae under the Ginnie Mae Contract; (ii) evidenced on records of the Borrower in accordance with the requirements of the Ginnie Mae Contract; (iii) reimbursable out of Advance Reimbursement Amounts in accordance with the Ginnie Mae Contract; and (iv) made out of the Borrower’s own funds or from Persons other than Mortgagors.

“Eligible Escrow Advances” means all Escrow Advances that are: (i) free and clear of any Liens, subject to (x) the security interest granted hereunder in favor of the Administrative Agent, for the benefit of the Lenders and (y) the rights, interests and prerogatives of Ginnie Mae under the Ginnie Mae Contract; (ii) evidenced on records of the Borrower in accordance with the requirements of the Ginnie Mae Contract; (iii) reimbursable out of Advance Reimbursement Amounts in accordance with the Ginnie Mae Contract; and (iv) made out of the Borrower’s own funds or from Persons other than Mortgagors.

“Eligible MBS Advances” means all MBS Advances that are: (i) free and clear of any Liens, subject to (x) the security interest granted hereunder in favor of the Administrative Agent, for the benefit of the Lenders and (y) the rights, interests and prerogatives of Ginnie Mae under the Ginnie Mae Contract; (ii) evidenced on records of the Borrower in accordance with the requirements of the Ginnie Mae Contract; (iii) reimbursable out of Advance Reimbursement Amounts in accordance with the Ginnie Mae Contract; and (iv) less than 30 days old.

“Eligible Pledged Servicing Receivables” means all of the Borrower’s present and future rights to have, demand, receive, recover, obtain and retain servicing fees and other compensation (including proceeds of any disposition, termination and/or transfer of servicing) owing, paid or due to be paid on, under or in respect of the Mortgage Loans excluding, in any case, (i) any guaranty fees payable to any Agency and (ii) any Advance Reimbursement Amounts, in each case with respect to which the Administrative Agent has received an executed Acknowledgement Agreement, which Acknowledgement Agreement has not terminated or been terminated by Ginnie Mae.

“Employee Plan” means an employee pension benefit plan (as defined in Section 3(2) of ERISA) (other than a Multiemployer Plan) covered by Title IV of ERISA or Section 412 of the Code.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, and regulations thereunder, in each case, as in effect from time to time.

“ERISA Affiliate” means, with respect to Borrower, any trade or business (whether or not incorporated) which is a member of a group of which Borrower is a member and which would be deemed to be a single employer under Section 414(b), (c), (m) or (o) of the Code.

“Escrow Advance” means any advance disbursed by Borrower in its capacity as Servicer with respect to any Mortgage Pool as required by the Ginnie Mae Contract in order to cover expenses to be paid under the mortgage, including, but not limited to, taxes, special assessments, ground rents, other charges that are or may become first liens on the mortgaged property, hazard insurance premiums, and mortgage insurance premiums due under any related Mortgage Loan when the funds on deposit in any escrow custodial account or any other account containing escrow funds related to the applicable Mortgage Pool are insufficient to make the required payment.

“Escrow Advance Rate” has the meaning given to it in the Fee Letter.

“Event of Default” has the meaning set forth in Section 8.01.

“Excess Servicing Spread” means mortgage servicing spreads relating to the Eligible Pledged Servicing Receivables (any sale or pledge of which must be approved by the Administrative Agent in its sole discretion).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) Taxes attributable to such Recipient’s failure to comply with Section 3.04(f), (c) any United States federal withholding taxes imposed under FATCA, and (d) in the case of a Lender, any United States federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or commitment (other than pursuant to an assignment request by the Borrower) or (ii) such Lender changes its lending office, except, in each case to the extent that, pursuant to Section 3.04, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office.

“Existing Spread Owner” means each of MSR VIII LLC, MSR XI LLC, MSR XXVIII LLC, MSR XXVIII 2 LLC, MSR XXXIII LLC, MSR XXXIII 2 LLC, MSR Spruce AV1A

Corp., MSR Spruce AV2B LP, MSR Pine AV1A Corp., MSR Pine AV2B LP, MSR Palm AV1A Corp. and MSR Palm AV2A LTD.

“Facility” means the loan facility provided to the Borrower by the Administrative Agent and each Lender pursuant to this Agreement.

“Fannie Mae” means Fannie Mae, also known as The Federal National Mortgage Association, or any successor thereto.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreement (and related legislation or official administrative guidance) implementing the foregoing.

“Federal Funds Rate” means, for any Interest Period, a fluctuating interest rate per annum equal, for each day (or if such day is not a Business Day, for the immediately preceding Business Day) during such period, to the rate determined by the Administrative Agent on such day (or if such day is not a Business Day, for the immediately preceding Business Day) for Federal Funds as published in H.15(519) under the heading “Federal Funds (Effective)” or, if not published by 3:00 p.m., New York City time on such day (or if such day is not a Business Day, on the immediately preceding Business Day), the rate on such day as published in Composite Quotations under the heading “Federal Funds/Effective Rate.” In the event that such rate is not published in either H.15(519) or Composite Quotations by 3:00 p.m. New York City time, on such day (or if such day is not a Business Day, for the immediately preceding Business Day) the Federal Funds Rate will be the arithmetic mean (as calculated in good faith by the Administrative Agent) of the rates as of 9:00 a.m., New York City time on such day for the last transaction in overnight Dollar federal funds arranged by three leading brokers of federal funds

transactions in the City of New York selected by the Administrative Agent; provided, that if the brokers so selected by the Administrative Agent are not quoting as mentioned in this sentence, the Federal Funds Rate with respect to such date will be the Federal Funds Rate as most recently determined in accordance with this definition.

“Fee Collection Account” means an account established by Borrower for the benefit of the Lenders that is subject to the “Shifting Account Control Agreement”.

“Fee Collection Account Bank” means JPMorgan Chase Bank, N.A.

“Fee Letter” means the Fee Letter, dated as of August 20, 2020, between the Borrower and the Administrative Agent, as such fee letter may be further amended, supplemented or otherwise modified from time to time.

“FHA” means the Federal Housing Administration, an agency within HUD, or any successor thereto, and including the Federal Housing Commissioner and the Secretary of HUD where appropriate under the FHA Regulations.

“FHA Claim Proceeds” means the portion of insurance proceeds which are received from FHA under an FHA Mortgage Insurance Contract in the event of a default with respect to an FHA Loan and are permitted reimbursements to the Borrower, in its capacity as servicer, for MBS Advances, Corporate Advances or Escrow Advances in accordance with the terms of the Ginnie Mae Contract, including any debenture interest on such Advances.

“FHA Loan” means a Mortgage Loan which is the subject of an FHA Mortgage Insurance Contract.

“FHA Mortgage Insurance Contract” means the contractual obligation of the FHA respecting the insurance of a Mortgage Loan.

“FHA Regulations” means the regulations promulgated by HUD under the National Housing Act, as amended from time to time and codified in 24 Code of Federal Regulations, and other HUD issuances relating to FHA Loans, including the related handbooks, circulars, notices and mortgagee letters.

“Fidelity Insurance” means insurance coverage with respect to employee errors, omissions, dishonesty, forgery, theft, disappearance and destruction, robbery and safe burglary, property (other than money and securities) and computer fraud in an aggregate amount acceptable to the Agencies.

“Financial Statements” means the consolidated financial statements of the Borrower prepared in accordance with GAAP, consistently applied, for the year or other period then ended. Such financial statements will be audited, in the case of annual statements, by such independent certified public accountants approved by the Administrative Agent on behalf of the Lenders (which approval shall not be unreasonably withheld).

“Float Benefit” means the net economic benefit resulting from investments of funds representing escrow and custodial deposits held for the account of the servicer or subservicer, or the related Agency relating to the Mortgage Loans.

“Foreign Lender” means a Lender that is not a U.S. Person.

“Freddie Mac” means Freddie Mac, also known as The Federal Home Loan Mortgage Corporation, or any successor thereto.

“Fund” means any Person (other than a natural Person) that is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“Fund Affiliate” means, with respect to any Lender that is a Fund, any other Fund that invests in commercial loans or similar extensions of credit and is advised or managed by such Lender or an Affiliate of such Lender or by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

hereof.

“Funding Date” means the date any Loan is disbursed in accordance with the terms

“GAAP” means United States Generally Accepted Accounting Principles inclusive of, but not limited to, applicable statements of Financial Accounting Standards issued by the Financial Accounting Standards Board, its predecessors and successors and SEC Staff Accounting Guidance as in effect from time to time.

“Ginnie Mae” means Ginnie Mae, also known as The Government National Mortgage Association, or any successor thereto.

“Ginnie Mae Agency Requirements” means with respect to any Mortgage Loan, (a) the Ginnie Mae Contract and (b) the statutes and implementing regulations governing the mortgage loan insurance or guarantee program of the FHA, PIH, USDA or VA, as applicable, and any agreements, announcements, directives and correspondence related thereto, and all amendments to any of the foregoing.

“Ginnie Mae Contract” has the meaning set forth in Section 4.02(a)(2).

“Ginnie Mae Guide” means the Ginnie Mae Mortgage-Backed Securities Guide, Handbook 5500.3, Rev., as amended from time to time, and any related announcements, directives and correspondence issued by Ginnie Mae.

“Ginnie Mae MBS” means a Ginnie Mae I MBS or a Ginnie Mae II MBS with respect to which the Company is the issuer of record and that is guaranteed by Ginnie Mae, backed by pools of Ginnie Mae eligible mortgage loans in accordance with Section 306(g) of the National Housing Act, 12 U.S.C. Section 1721(g), the issuance of which and the servicing of such Ginnie Mae eligible mortgage loans by the Company are governed in all respects by the Ginnie Mae Contract.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any municipality and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Indebtedness” means as to any Person, (a) obligations created, issued or incurred by such Person for borrowed money (whether by loan, the issuance and sale of debt securities or the sale of property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such property from such Person); (b) obligations of such Person to pay the deferred purchase or acquisition price of property or services, other than trade accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of business so long as such trade accounts payable are payable within 90 days of the date the respective goods are delivered or the respective services are rendered; (c) indebtedness of others secured by a Lien on the property of such Person, whether or not the respective indebtedness so secured has been assumed by such Person; (d) obligations (contingent or otherwise) of such Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for the account of such Person; (e) Capital Lease Obligations of such Person; (f) obligations of such Person under repurchase agreements or like arrangements; (g) indebtedness of others guaranteed by such Person; (h) all obligations of such Person incurred in connection with the acquisition or carrying of fixed assets by such Person; (i) indebtedness of general partnerships of which such Person is a general partner; and (j) any other indebtedness of such Person by a note, bond, debenture or similar instrument.

“Indemnified Amounts” has the meaning set forth in Section 11.01.

“Indemnified Party” has the meaning set forth in Section 11.01.

“Indemnified Taxes” means (i) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (ii) to the extent not otherwise described in (i), Other Taxes.

“Indemnitee Agent Party” has the meaning set forth in Section 9.07.

“Insolvency Law” means any bankruptcy, reorganization, moratorium, delinquency, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction in effect at any time during the term of this Agreement.”

“Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of any Insolvency Law.

“Intellectual Property” means any and all Patents, Copyrights, Trademarks, trade secrets, know-how, inventions (whether or not patentable), algorithms, software programs (including source code and object code), processes, product designs, industrial designs, blueprints, drawings, data, customer lists, URLs and domain names, specifications, documentations, reports, catalogs, literature, and any other forms of technology or proprietary information of any kind owned by the Borrower, including all rights therein and all applications for registration or registrations thereof.

“Intercreditor and Subordination Agreements” means those certain Intercreditor and Subordination Agreements by and among the Borrower, the Administrative Agent and, as applicable, MSR VIII LLC, MSR XI LLC, MSR XXVIII LLC, MSR XXVIII 2 LLC, MSR XXXIII LLC, MSR XXXIII 2 LLC, MSR Pine AV1A

Corp., MSR Pine AV2B LP, MSR Spruce AV1A Corp., MSR Spruce AV2B LP, MSR Palm AV1A Corp. and MSR Palm AV2A LTD or any other Person party to any Excess Servicing Spread financing holding a Permitted Collateral Lien pursuant to clause (iii) of the definition thereof.

“Interest Period” means, (a) an initial period commencing on the Closing Date and ending on and including the last day of the calendar month in which the Closing Date occurs and each subsequent calendar monthly period thereafter.

“Interest Rate” has the meaning set forth in Section 2.06.

“Investment Company Act” means the Investment Company Act of 1940, as amended, together with the rules and regulations promulgated thereunder.

“Lender” has the meaning set forth in the preamble.

“Lender Indebtedness” shall mean any indebtedness of the Borrower hereunder and under any other arrangement (other than this Agreement) between the Borrower on the one hand and any Lender or any Affiliate of any Lender on the other hand (including, without limitation, the amount of any loans, interest due and default interest, termination payments, hedging costs, structuring or other facility fees and expenses).

“Lien” means with respect to any property or asset of any Person (a) any mortgage, lien, pledge, charge or other security interest or encumbrance of any kind in respect of such property or asset or (b) the interest of a vendor or lessor arising out of the acquisition of or agreement to acquire such property or asset under any conditional sale agreement, lease purchase agreement or other title retention agreement, and in each case, other than an Agency’s rights and interests in the related Servicing Rights.

“Liquidated Asset” means a Mortgage Loan that has been either (a) repurchased from a Mortgage Pool or (b) released from a Mortgage Pool following (i) a short sale or (ii) a sale of the related mortgaged property (including the acquisition of any mortgaged property in connection with the foreclosure thereof).

“Liquidation Proceeds” means, with respect to any Mortgage Loan that becomes a Liquidated Asset, the portion of Advance Reimbursement Amounts recovered in accordance with the terms of the Ginnie Mae Contract from the proceeds received on account of the liquidation of such Mortgage Loan.

“Loan” has the meaning set forth in Section 2.02.

“Loan Documents” means this Agreement, the Fee Letter, the Notes, the Control Agreements, the Sold Excess Servicing Spread Purchaser Account Control Letter Agreements, the Intercreditor and Subordination Agreements and all notices, certificates, financing statements and other documents to be executed and delivered by the Borrower in connection with the transactions contemplated by this Agreement.

“Margin Notice” has the meaning set forth in Section 2.09.

“Market Value” means, with respect to any date of determination, the value of any Eligible Pledged Servicing Receivable, which is inclusive of the Excess Servicing Spread sold to a Sold Excess Spread Purchaser, in each case, as determined by the Administrative Agent in its sole discretion, exercised in good faith.

“Material Adverse Effect” means a material adverse effect on (a) the property, business, operations or financial condition of the Borrower, (b) the ability of the Borrower to perform its obligations under any of the Loan Documents to which it is a party, (c) the validity or enforceability of any of the Loan Documents, (d) the rights and remedies of the Administrative Agent or any Lender under any of the Loan Documents, (e) the Collateral, taken as a whole, or (f) the validity, perfection, priority or enforceability of the Administrative Agent’s security interest, for the benefit of the Lenders, in the Collateral, taken as a whole.

“Material Debt Facility” has the meaning set forth in Section 8.01(e).

“Maturity Date” has the meaning given to it in the Fee Letter.

“MBS Advance” means any advance disbursed by the Borrower in in its capacity as servicer from its own funds with respect to any Mortgage Pool as required by the Ginnie Mae Contract in order to provide for the payment of principal and interest amounts due on the related Ginnie Mae MBS on its remittance date under the Ginnie Mae Contract and specifically excludes the Borrower’s use of excess funds from one Mortgage Pool to cover MBS Advances attributable to another Mortgage Pool, as permitted under Section 15-5(A) of the Ginnie Mae Guide.

“MBS Advance Rate” has the meaning given to it in the Fee Letter.

“MSR Advance Rate” has the meaning given to it in the Fee Letter.

“Moody’s” means Moody’s Investors Service, Inc. or its successor in interest.

“Mortgage” means a mortgage, mortgage deed, deed of trust, or other instrument creating a first lien on or first priority security interest in an estate in fee simple in real property securing a Mortgage Note including any riders, assumption agreements or modifications relating thereto.

“Mortgage File” means, with respect to any Mortgage Loan, a file or files pertaining to such Mortgage Loan that contains the mortgage documents pertaining to such Mortgage Loan which are specified in the relevant Electronic File and incorporated herein by reference, and any additional mortgage documents pertaining to such Mortgage Loan required by the Agency Guides.

“Mortgage Loan” means the mortgage loans included in all Mortgage Pools related to a Ginnie Mae MBS, whether now existing or hereafter created, for so long as such Ginnie Mae MBS shall remain outstanding listed on the relevant Electronic File (as provided to the Administrative Agent on the Closing Date, pursuant to Section 7.01(g)(iii) and updated from time to time to reflect the addition or removal of any such mortgage loans or Mortgage Pool).

“Mortgage Note” means a promissory note or other evidence of indebtedness of a Mortgagor secured by a Mortgage pertaining to a Mortgage Loan.

“Mortgage Pool” means a pool or package of mortgage loans insured by the FHA or guaranteed by the PIH, USDA or VA backing a Ginnie Mae MBS.

“Mortgagor” means the obligor on a Mortgage Note.

“Mr. Cooper Group” means Mr. Cooper Group Inc., a Delaware corporation.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA.

“Net Income” means, for any period, the operating income of the Borrower for such period as determined in accordance with GAAP, consistently applied; provided, that (i) charges of up to a maximum aggregate amount of $15,000,000 which directly relate to the Borrower’s stock-based management equity plan and (ii) mark-to-market adjustments to the Borrower’s mortgage servicing rights recorded at fair value shall both be excluded from the foregoing calculation.

“Obligations” means the Outstanding Aggregate Loan Amount, all accrued interest thereon and all other interest, fees, expenses and other amounts payable by the Borrower to the Administrative Agent and each Lender pursuant to this Agreement, a Note or any other Loan Document including any interests, fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding.

“OFAC-administered sanctions” has the meaning set forth in Section 6.01(z).

“One-Month LIBOR Rate” means, with respect to each day or portion thereof, the rate of interest appearing on Reuters ICE Libor Rates Page LIBOR01 (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent in good faith from time to time for purposes of providing quotations of interest rates applicable to U.S. dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, on that day, as the rate for delivery on that day of one (1) month U.S. dollar deposits; provided that in the event that such rate is not available at such time for any reason, then the LIBOR Rate for the relevant day shall be the rate at which one (1) month U.S. dollar deposits are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m. London time on that day.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under this Agreement or under any other Loan Document or from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any other Loan Document except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made at the request of the Borrower) and except any prohibited transaction excise tax arising from any Lender’s use of “plan assets” of any plan covered by ERISA, Section 4975 of the Code or Similar Law to fund (initially or through participation, assignment, transfer or securitization) any portion of the Loan).

“Outstanding Aggregate Loan Amount” means, at any time, the aggregate principal amount of the Loans funded by the Lenders, minus the aggregate amount of payments and prepayments received by the Lenders prior to such time and applied to reduce the principal amount of the Loans.

“Participant” has the meaning set forth in Section 10.02.

“Participant Register” has the meaning set forth in Section 10.02.

“Patents” means patents and patent applications owned by the Borrower, including (ii) all continuations, divisionals, continuations-in-part, re-examinations, reissues, and renewals thereof and improvements thereon, (ii) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past, present, or future infringements thereof, (iii) the right to sue for past, present, and future infringements thereof, and (iv) all of the Borrower’s rights corresponding thereto throughout the world.

“Patriot Act” has the meaning set forth in Section 6.01(y).

“Payment Date” means, each of (i) the 25th day of each month, commencing on September 25, 2020 provided, if such day is not a Business Day, the Payment Date shall be the following Business Day and (ii) the Maturity Date.

“PBGC” shall mean the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Permitted Collateral Liens” means (i) the security interest granted hereunder in favor of the Administrative Agent, for the benefit of the Lenders, (ii) the rights of Ginnie Mae under the Servicing Contracts and the Ginnie Mae Guide and (iii) Liens on excess servicing spreads and collections and proceeds thereof in respect of Ginnie Mae mortgage servicing rights granted in connection with sales of such excess servicing spread which have been approved by the Administrative Agent in its sole discretion and are subject to an Intercreditor and Subordination Agreement.

“Permitted Encumbrance” means:

(d)the security interest granted hereunder in favor of the Administrative Agent, for the benefit of the Lenders;

(e)the rights of Ginnie Mae under the Servicing Contracts, the Acknowledgement Agreement and the Ginnie Mae Guide;

(f)the rights of Freddie Mac and Fannie Mae under the related Servicing Agreements and servicing guides of Freddie Mac and Fannie Mae as in effect from time to time;

(g)banker’s Liens incurred in the nature of rights of setoff arising in the ordinary course of business of the Borrower; Liens on Property (other than any Collateral);

(h)Liens in connection with sales or financings of Freddie Mac or Fannie Mae mortgage servicing rights (including any excess servicing spreads in respect of Freddie Mac or Fannie Mae mortgage servicing rights);

(i)Liens on excess servicing spreads and collections and proceeds thereof in respect of Ginnie Mae mortgage servicing rights granted in connection with sales of such excess servicing spread which have been approved by the Administrative Agent in its sole discretion and are subject to an Intercreditor and Subordination Agreement;

(j)purchase money Liens on equipment acquired or held by the Borrower in the ordinary course of its business to secure purchase money Indebtedness so long as such Lien only

(i)attaches to such property and (ii) secures the Indebtedness that was incurred to acquire such property or any refinancing in respect thereof;

(i)deposits and pledges of cash securing (i) obligations incurred in respect of workers’ compensation, unemployment insurance or other forms of governmental insurance or benefits, (ii) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations or (iii) obligations on surety or appeal bonds, but only to the extent such deposits or pledges are made or otherwise arise in the ordinary course of business and secure obligations not past due;

(j)Liens of landlords and mortgagees of landlords (i) arising by statute or under any lease or related contractual obligation entered into in the ordinary course of business, (ii) on fixtures and movable tangible property located on the real property leased or subleased from such landlord, (iii) for amounts not yet due or that are being contested in good faith by appropriate proceedings diligently conducted and (iv) for which adequate reserves or other appropriate provisions are maintained on the books of such Person in accordance with GAAP consistently applied;

(k)the title and interest of a lessor or sublessor in and to personal property leased or subleased, in each case extending only to such personal property; and

(l)judgment liens securing judgments and other proceedings not constituting an Event of Default under Section 8.01(g).

“Person” means any individual, corporation, estate, partnership, limited liability company, limited liability partnership, joint venture, association, joint-stock company, business trust, trust, unincorporated organization, government or any agency or political subdivision thereof, or other entity of a similar nature.

“PIH” means the Office of Public and Indian Housing within the United States Department of Housing and Urban Development, or any successor thereto.

“PIH Claim Proceeds” means the portion of guaranty claim proceeds which are received from PIH in the event of a default with respect to a PIH Loan and are permitted reimbursements to the Borrower, in its capacity as servicer, for MBS Advances, Corporate Advances or Escrow Advances in accordance with the Ginnie Mae Contract, including any accrued unpaid interest on such Advances.

“PIH Loan” means a Mortgage Loan which is guaranteed by PIH, as evidenced by a PIH loan guaranty document.

“Prepayment Notice” means a notice substantially in the form of Exhibit 2.09(b).

“Pro Rata Share” means, with respect to, a Lender’s right to receive payments of interest, fees, and principal with respect to the Loans and all other matters (including, without limitation, the indemnification obligations arising under Section 9.07), the quotient (expressed as a percentage) obtained by dividing (i) the sum of the unpaid principal amount of such Lender’s Loans, by (ii) the sum of the aggregate unpaid principal amount of all Loans.

“Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

“Recipient” means the Administrative Agent and any Lender.

“Register” has the meaning set forth in Section 10.04.

“Related Escrow Account Balances” means the balance, on the related Funding Date, of any escrow or impound accounts maintained by the Borrower which relate to any Mortgage Loan, including items escrowed for mortgage insurance, property taxes (either real or personal), hazard insurance, flood insurance, ground rents, or any other escrow or impound items required by any Mortgage Note or Mortgage, reduced by any unpaid real estate taxes or insurance premiums required to be paid by the Borrower, with respect to which amounts have been escrowed by the related Mortgagor.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events as to which PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event.

“Request for Borrowing” has the meaning set forth in Section 2.04(a).

“Required Lenders” means, as of any date of determination, Lenders holding more than fifty percent (50%) of the Outstanding Aggregate Loan Amount.

“Requirements of Law” means, with respect to any Person or any of its property, the certificate of incorporation or articles of association and by-laws, certificate of limited partnership, limited partnership agreement or other organizational or governing documents of such Person, and any law, treaty, rule or regulation, or determination of any arbitrator or 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, whether Federal, state or local (including usury laws and the Federal Truth in Lending Act).

“Responsible Officer” means, with respect to the Borrower, the chief executive officer, chief financial officer, chief operating officer, chief accounting officer, the general counsel, treasurer or secretary of the Borrower, or any other officer having substantially the same authority and responsibility.

“S&P” means S&P Global Ratings, a subsidiary of S&P Global Inc.

“Securities Act” means the Securities Act of 1933, as amended.

“Serviced Loans” means all Mortgage Loans serviced by or required to be serviced by the Borrower under any Servicing Contract, irrespective of whether the actual servicing is done by another Person (i.e. a subservicer) retained by the Borrower for that purpose.

“Servicing Agreement” means, any Servicing Contract or other servicing agreement (including whole loan servicing portfolios of whole mortgage loans), pooling and servicing agreements, interim servicing agreements and other servicing agreements, and any other agreement governing the rights, duties and obligations of the Borrower, as a servicer, under such servicing agreements (including for the avoidance of doubt, any agreements related to primary servicing, sub-servicing, special servicing and master servicing).

“Servicing Contracts” means, with respect to each Mortgage Loan, any servicing agreement applicable thereto, including the Ginnie Mae Agency Requirements and any other agreements under which such Mortgage Loan is serviced and administered.

“Servicing Income” means, with respect to the Eligible Pledged Servicing Receivables at any time, all income from servicing the Mortgage Loans, consisting of the spread between interest actually collected from mortgagors and interest required to be paid to holders of the corresponding Ginnie Mae MBS, including any Ancillary Income, prepayment charges payable to the Borrower as servicer (as applicable), and all Surplus Proceeds excluding, in any case, (i) any guaranty fees payable to any Agency and (ii) any Advance Reimbursement Amounts.

“Servicing Rights” means with respect to each Mortgage Loan, all the Borrower’s right, title and interest in, to and under the related Servicing Contracts, whether now or hereafter existing, acquired or created, whether or not yet accrued, earned, due or payable, as well as all other present and future right and interest under such Servicing Contracts, including the right

(i)to receive the Servicing Income payable thereunder (including any Uncollected Fees) , (ii) to receive any Advance Reimbursement Amounts, (iii) to hold and administer the Related Escrow Account Balances, (iv) to hold and administer, in accordance with the applicable Ginnie Mae Agency Requirements, the Custodial File, and the Mortgage File arising from or connected to the servicing or subservicing of such Mortgage Loan under this Agreement and (v) all proceeds, income, profits, rents and products of any of the foregoing including all of the Borrower’s rights to proceeds of any sale or other disposition of the Servicing Rights.

“Similar Law” means any state or other statute, regulation or other restriction regulating investments of, or fiduciary obligations with respect to, governmental plans within the meaning of Section 3(32) of ERISA which is substantially similar to Section 406 of ERISA or Section 4975 of the Code.

“Sold Excess Servicing Spread Purchaser” means, collectively, MSR VIII LLC, MSR XI LLC, MSR XXVIII LLC, MSR XXVIII 2 LLC, MSR XXXIII LLC, and MSR XXXIII 2 LLC and each of their successors

and assigns, and, after the Effective Date, any other third party approved in writing by Administrative Agent in its sole discretion.

“Sold Excess Servicing Spread Purchaser Account Control Letter Agreement” means that certain letter agreement dated as of the date hereof, by and among the Borrower, the Administrative Agent, for the benefit of the Lenders, MSR Admin LLC and the Sold Excess Servicing Spread Purchaser and, after the Closing Date, any other letter agreement executed and delivered by a Sold Excess Servicing Spread Purchaser in form and substance acceptable to the Administrative Agent in its sole good faith discretion.

“Solvent” means, with respect to the Borrower on a particular date, that on such date (i) the most recently reported value of the assets of the Borrower, taking into account the fair value of assets accounted for on a fair value basis and the carrying value of other assets, is greater than the total amount of the most recently reported liabilities of the Borrower (including the fair value of liabilities reported on a fair value basis), (ii) after giving effect to each Loan, the Borrower is able to realize upon its assets and pay its debts and other liabilities as they mature, assuming an orderly disposition, and (iii) the Borrower does not have an unreasonably small amount of capital with which to conduct its business.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, partnership or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or Controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

“Successor Index Rate” means a rate determined by Administrative Agent in accordance with Section 2.08(c) hereof.

“Successor Index Rate Conforming Changes” means with respect to any proposed Successor Index Rate, any spread adjustments or other conforming changes to the timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the discretion of Administrative Agent, to reflect the adoption of such Successor Index Rate and to permit the administration thereof by Administrative Agent in a manner substantially consistent with market practice.

“Surplus Proceeds” means proceeds of sales of any Servicing Rights to the extent that such proceeds have been received by, or for the account of, the Borrower or the Administrative Agent or any Lender free and clear of all Ginnie Mae rights and other restrictions on transfer under applicable Ginnie Mae guidelines.

“Tangible Net Worth” means, with respect to any Person as of any date of determination, the excess, if any, of (i) the net worth of such Person’s and such Person’s consolidated Subsidiaries as determined in accordance with GAAP consistently applied, over (ii) all intangible assets determined in accordance with GAAP consistently (including goodwill, capitalized financing costs and capitalized administration costs but excluding originated and purchased mortgage servicing rights and 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) or 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 Tangible Net Worth.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Total Net Indebtedness” means, with respect to any Person for any period, the excess, of any, of (i) the aggregate Indebtedness of such Person and its Subsidiaries during such period over

(ii)the amount of any Non-Recourse Debt (including any securitization debt).

“Trademarks” means any and all trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks, brand names, certification marks, collective marks, logos, symbols, trade dress, assumed names, fictitious names and service mark applications owned by the Borrower, including (i) all extensions, modifications and renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue for past, present and future infringements and dilutions thereof,

(iv) the goodwill of the Borrower’s business symbolized by the foregoing or connected therewith, and (v) all of the Borrower’s rights corresponding thereto throughout the world.

“UCC” means the Uniform Commercial Code as in effect on the date hereof in the State of New York; provided, that if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the security interest in any Purchased Items is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection.

“Uncollected Fees” means with respect to any Mortgage Loan, any accrued late charges, fees for checks that are returned for insufficient funds, assumption fees, and other fees charged to Mortgagors in connection with the servicing or subservicing of such Mortgage Loan which have not been collected by the Borrower as of the related Funding Date.

“Unliquidated Obligations” means, at any time, any Obligations (or portion thereof) that are contingent in nature or unliquidated at such time, including any Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it; any other obligation (including any guarantee) that is contingent in nature at such time; or an obligation to provide collateral to secure any of the foregoing types of obligations.

“Unrestricted Cash” means, as of any date of determination, the sum of (i) the Borrower’s cash, (ii) the Borrower’s Cash Equivalents that are not, in either case, subject to a Lien or adverse claim in favor of any Person or that are not required to be reserved by the Borrower in a restricted escrow arrangement or other similarly restricted arrangement pursuant to a contractual agreement or requirement of law.

“USDA” means the Rural Housing Service of the Rural Development Agency of the United States Department of Agriculture, or any successor.

“USDA Claim Proceeds” means the portion of guarantee claim proceeds which are received from USDA in the event of a default with respect to a USDA Loan and are permitted reimbursements to the Borrower, in its capacity as servicer, for MBS Advances, Corporate Advances or Escrow Advances in accordance with the Ginnie Mae Contract, including any accrued unpaid interest on such Advances.

“USDA Loan” means a Mortgage Loan which is guaranteed by USDA, as evidenced by a USDA Loan Guarantee Document.

“USDA Loan Guarantee Document” means a loan guarantee document issued by USDA in accordance with 7 CFR § 3555.107.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 3.04(f)(ii)(B)(3).

“VA” means the U.S. Department of Veterans Affairs, an agency of the United States of America, or any successor thereto including the Secretary of Veterans Affairs.

“VA Claim Proceeds” means the portion of guaranty claim proceeds which are received from VA in the event of a default with respect to a VA Loan and are permitted reimbursements to the Borrower, in its capacity as servicer, for MBS Advances, Corporate Advances or Escrow Advances in accordance with the Ginnie Mae Contract, including any accrued unpaid interest on such Advances.

“VA Loan” means a Mortgage Loan which is subject of a VA Loan Guaranty Agreement as evidenced by a loan guaranty certificate, or a Mortgage Loan which is a vendor loan sold by the VA.

“VA Loan Guaranty Agreement” means the obligation of the United States to pay a specific percentage of a Mortgage Loan (subject to a maximum amount) upon default of the mortgagor pursuant to the Servicemen’s Readjustment Act of 1944.

“Valuation Agent” means Phoenix Valuations, LLC or another third party appraisal firm selected by the Administrative Agent in its sole discretion.

“Valuation Report” means a valuation report which shall evaluate the fair market value of all of the Servicing Rights, as applicable, as of the date stated in the written report of such evaluation, each such evaluation

and report to be made at the Borrower’s expense, it being understood that, for purposes of this Agreement, each Valuation Report shall take into account customary factors, including current market conditions and the fact that the Servicing Rights may be terminated by the relevant Servicing Contract’s counterparty, or sold or otherwise disposed of, under circumstances where the Borrower is in default under such agreement.

“Withholding Agent” means the Borrower and the Administrative Agent.

EX-10.5

Exhibit 10.5

AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT - NATIONSTAR MORTGAGE LLC

This Amendment No. 1 to the Loan and Security Agreement (this “Amendment”) is made as of this 17th day of September, 2021, by and among NATIONSTAR MORTGAGE LLC, a Delaware limited liability company (“Borrower”), MORGAN STANLEY BANK, N.A., a national banking association, as the initial lender (together with its successors and assigns, the “Lender”) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and amends that certain Loan and Security Agreement, dated as of August 20, 2020 (as may be further amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), by and among the Borrower, Lender and Administrative Agent.

WHEREAS, the Administrative Agent, the Lender and the Borrower have agreed to amend the Agreement as more particularly set forth herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the mutual covenants herein contained, the parties hereto hereby agree as follows:

SECTION 1.    Amendments to the Agreement. Effective as of the date hereof:

(a)Section 2.06 is hereby amended by replacing clause (a) “the greater of (A) the One-Month LIBOR Rate for the Interest Period in effect for the Loan or (B) one-half of one percent (0.5%),” with “the applicable Benchmark”.

(b)Section 2.08 is hereby amended by deleting that subsection (c) in in its entirety and replacing such subsection with the following:

(c)Notwithstanding anything to the contrary herein or in any other Loan Document, if:

(i)Benchmark Replacement. (A) a Benchmark Transition Event or, as the case may be, an Early Opt-in Election and (B) a Benchmark Replacement Date with respect thereto have occurred prior to the Reference Time in connection with any setting of the then-current Benchmark, then such Benchmark Replacement will replace the then-current Benchmark for all purposes under this Agreement and under any other Financing Document in respect of such Benchmark setting and subsequent Benchmark settings without requiring any amendment to, or requiring any further action by or consent of any other party to, this Agreement or any other Financing Document, or

(ii)(A) a Benchmark Transition Event or, as the case may be, an Early Opt-in Election and the Benchmark Replacement Date with respect thereto has already occurred prior to the Reference Time for any setting of the then-current Benchmark and as a result the then- current Benchmark is being determined in accordance with clauses (2), (3) or (4) of the definition of “Benchmark Replacement”; and (B)

the Administrative Agent subsequently determines, that (w) Term SOFR and a Benchmark Replacement Adjustment with respect thereto is or has becomes available and the Benchmark Replacement Date with respect thereto has occurred, (x) there is currently a market for U.S. dollar-denominated transactions utilizing Term SOFR as a Benchmark and for determining the Benchmark Replacement Adjustment with respect thereto, (y) Term SOFR is being recommended as the Benchmark for U.S. dollar- denominated syndicated credit facilities by the Relevant Government Authority and (z) in any event, Term SOFR, the Benchmark Replacement Adjustment with respect thereto and the application thereof is administratively feasible for the Administrative Agent (as determined by the Administrative Agent), then clause (1) of the definition of “Benchmark Replacement” will, without requiring any amendment to, or requiring any further action by or consent of any other party to, this Agreement or any other Financing Document, replace such then-current Benchmark for all purposes hereunder and under any other Financing Document in respect of such Benchmark setting and subsequent Benchmark settings on and from the beginning of the next Interest Period or, as the case may be, Available Tenor so long as the Administrative Agent notifies all the parties hereto prior to the commencement of such next Interest Period or, as the case may be, Available Tenor.

(iii)Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without requiring any further action by or consent of any other party to this Agreement or any other Loan Document.

(iv)Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify all the parties hereto of (i) any occurrence of (A) a Benchmark Transition Event or, as the case may be, an Early Opt-in Election and (B) the Benchmark Replacement Date with respect thereto, (ii) the implementation of any Benchmark Replacement, and (iii) the effectiveness of any Benchmark Replacement Conforming Changes.

Any determination, decision or election that may be made by the Administrative Agent pursuant to this Section 2.08(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in the Administrative Agent’s sole discretion and without consent from any other party to this Agreement or any other Loan Document; provided, that Borrower may, within ninety (90) days of Administrative Agent’s notification of the Benchmark Replacement other than a SOFR- based rate, (i) give notice to Lender and the Administrative Agent of its good faith determination that the Benchmark Replacement is not consistent with the successor rate of interest implemented by the majority of financial institutions similar to Lender for assets similar to the Collateral

in warehouse facilities in the United States similar to this Agreement and (ii) elect to terminate this Agreement without penalty or premium on an elected termination date that is on or after the date the Benchmark Replacement is effective.

(c)Schedule I is hereby amended by deleting the defined term “Alternative Rate” in its entirety and replacing such term with the following:

“Alternative Rate” means a rate of interest equal to the sum of (a) the Federal Funds Rate, (b) a margin equal to the average spread between the Federal Funds Rate and the Benchmark for the ninety (90) days immediately preceding the first date on which the Alternative Rate is applicable plus (c) the Applicable Margin; provided, that the sum of (a) and (b) shall not be less than the Floor.

(d)Schedule I is hereby amended by adding the following defined terms in proper alphabetical order as follows:

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date.

“Benchmark” means, initially, the greater of (i) One-Month LIBOR and (ii) the Floor; provided that, if a Benchmark Transition Event or, as the case may be, an Early Opt- in Election and the Benchmark Replacement Date with respect thereto have occurred with respect to One-Month LIBOR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent on the applicable Benchmark Replacement Date:

(1)the sum of: (a) Term SOFR and (b) the Benchmark Replacement Adjustment with respect thereto;

(2)the sum of: (a) either of (i) Compounded SOFR or (ii) Daily Simple SOFR, as selected by the Administrative Agent to be the then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for the applicable loan market and (b) the applicable Benchmark Replacement Adjustment;

(3)the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and

(b) the Benchmark Replacement Adjustment;

(4)the sum of: (a) the alternate rate of interest that has been selected by the Administrative Agent as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar denominated secured financings or securitizations relating to the relevant asset class, as applicable at such time and (b) the Benchmark Replacement Adjustment;

provided that, in the case of clause (1) of this definition, such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion.

If at any time the Benchmark Replacement as determined pursuant to clause (1), (2), (3) or (4) of this definition would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement.

“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Administrative Agent as of the Benchmark Replacement Date:

(1)the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected, endorsed or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; or

(2)the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrative Agent giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated secured financing or securitization transactions relating to the relevant asset class, as applicable at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including but not limited to changes to the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner

of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(1)in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof);

(2)in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein; or

(3)in the case of an Early Opt-in Election, the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lender, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fourth (4th) Business Day after the date notice of such Early Opt-in Election is provided to the Lender, written notice of objection to such Early Opt-in Election from the Lender.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark

(or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Compounded SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for this rate, and conventions for this rate (which, for example, may be compounded in arrears with a lookback and/or suspension period as a mechanism to determine the interest amount payable prior to the end of each Interest Period or compounded in advance) being established by the Administrative Agent in accordance with:

(1)the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded SOFR; provided that:

(2)if, and to the extent that, the Administrative Agent determines that Compounded SOFR cannot be determined in accordance with clause (1) above, then the rate, or methodology for this rate, and conventions for this rate that have been selected by the Administrative Agent giving due consideration to any industry-accepted market practice for similar U.S. dollar denominated secured financing or securitization transactions relating to the relevant asset class, as applicable at such time.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which may include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for

determining “Daily Simple SOFR” for business loans at such times; provided that, if the Administrative Agent decides that any such convention is not administratively feasible, then the Administrative Agent may establish another convention in its reasonable discretion.

“Early Opt-in Election” means, if the then-current Benchmark is One-Month LIBOR, the occurrence of the joint election by the Administrative Agent and the Borrower to trigger a fallback from One-Month LIBOR and the provision by the Administrative Agent of written notice of such election to other parties hereto.

“Floor” means, for any transaction under this Agreement, fifteen basis points (0.15%).

“Reference Time” with respect to any setting of the then-current Benchmark means

(1)if such Benchmark is One-Month LIBOR, 11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting, and

(2)if such Benchmark is not One-Month LIBOR, the time determined by the Administrative Agent in accordance with the Benchmark Replacement Conforming Changes.

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“SOFR” with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website.

“Term SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the Benchmark Replacement Adjustment with respect thereto.

SECTION 2. Fees and Expenses. The Borrower agrees to pay to the Administrative Agent all reasonable, documented and invoiced out-of-pocket fees and expenses incurred by the Administrative Agent in connection with this Amendment, including all reasonable fees and out of pocket costs and expenses of the legal counsel to the Administrative Agent incurred in connection with this Amendment, in accordance with Section 12.13 of the Agreement.

SECTION 3. Defined Terms. Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Agreement.

SECTION 4. Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby.

SECTION 5. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lender that it is in material compliance with all the terms and provisions set forth in the Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Article VI of the Agreement.

SECTION 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL GOVERN.

SECTION 7. Counterparts. This Amendment may be executed in one or more counterparts and by different parties hereto on separate counterparts, each of which, when so executed, shall constitute one and the same agreement. Counterparts may be delivered electronically.

SECTION 8.    Miscellaneous.

(a)This Amendment shall be binding upon the parties hereto and their respective successors and assigns.

(b)The various headings and sub-headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Agreement or any provision hereof or thereof.

[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

IN WITNESS WHEREOF, the Lender, the Administrative Agent and the Borrower have each caused their names to be duly signed to this Amendment by their respective officers thereunto duly authorized, all as of the date first above written.

MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC,

as Administrative Agent

By: /s/ Michael A. Calandra, Jr.    

Name: Michael A. Calandra, Jr.

Title: Authorized Signatory

MORGAN STANLEY BANK, N.A.,

as Lender

By: /s/ Michael A. Calandra, Jr.    

Name: Michael A. Calandra, Jr.

Title: Authorized Signatory

NATIONSTAR MORTGAGE LLC,

as Borrower

By: /s/ Pedro Alvarez

Name: Pedro Alvarez

Title: SVP, Treasurer

EX-10.6

Exhibit 10.6

THIRD AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

between

BANK OF AMERICA, N.A.

(“Buyer”)

and

NATIONSTAR PARTICIPATION SUB 1BM LLC

(“Seller”)

NATIONSTAR MORTGAGE LLC

(“Guarantor” and “Pledgor”)

dated as of

August 31, 2020

THIRD AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

THIS THIRD AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (as

amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) is made and entered into as of August 31, 2020 by and between Bank of America, N.A., a national banking association (“Buyer”), and Nationstar Participation Sub 1BM LLC, a Delaware limited liability company (“Seller”), and acknowledged, guaranteed and agreed to by Nationstar Mortgage LLC, a Delaware limited liability company (“Guarantor” or “Pledgor” or “Nationstar Servicer”, as the context requires and together with the Seller, each a “Nationstar Party” and collectively, the “Nationstar Parties”).

RECITALS

A.Buyer and Guarantor, formerly as seller, entered into that certain Second Amended and Restated Master Repurchase Agreement, dated as of June 5, 2015 (as amended, supplemented or otherwise modified from time to time, the “Original Agreement”).

B.Buyer and Nationstar Parties desire to amend the Original Agreement in its entirety by amending and restating it subject to the terms and conditions of this Agreement.

C.Seller has requested Buyer to enter into transactions with Seller whereby Seller may, from time to time, sell to Buyer certain Eligible Participation Interests and all related rights in and interests related to such Eligible Participation Interests, against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to sell to Seller such Eligible Participation Interests at a date certain or on demand after the Purchase Date, against the transfer of funds by Seller (representing the Repurchase Price for such Eligible Participation Interests) (each such transaction and as applicable the Purchase Price Increase, a “Transaction”).

D.From time to time, the Seller may request Purchase Price Increases due to the Transaction involving Participation Interests sold to Buyer under this Agreement with the allocation of an Underlying Asset to the Participation Interests resulting in the increase in Asset Value of the Participation Interests.

E.The Guarantor owns the legal title to the Underlying Assets and issues Participation Interests in each such Underlying Asset to the Seller directly, as applicable. In connection with the initial Transaction, subject to the terms and conditions set forth herein, (i) Seller will sell to Buyer the Eligible Participation Interests, and (ii) as additional credit enhancement in connection with the Transactions hereunder and as a condition precedent to the Buyer entering into the Transactions hereunder, Guarantor shall deliver a guaranty in favor of Buyer and pledge to Buyer a first priority security interest in and to the Eligible Participation Interests and any other related collateral including Purchased Items and Residual Collateral pursuant to the terms hereof.

F.Thereafter, as part of any subsequent Transactions, (x) the Guarantor may acquire Eligible Mortgage Loans and issue Participation Interests therein to the Seller, and Seller may request to sell and Buyer may purchase, subject to the terms and conditions of this Agreement, additional Participation Interests.

G.Buyer has agreed to enter into such Transactions, subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual rights and obligations provided herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Nationstar Parties and Buyer agree as follows:

ARTICLE 1

DEFINITIONS AND PRINCIPLES OF CONSTRUCTION

1.1Defined Terms. As used in this Agreement, capitalized terms shall have the meanings set forth in Exhibit A hereto, unless the context otherwise requires. All such defined terms shall, unless specifically provided to the contrary, have the defined meanings set forth herein when used in any other agreement, certificate or document made or delivered pursuant hereto.

1.2Interpretation; Principles of Construction. The following rules of this Section 1.2 apply unless the context requires otherwise. A gender includes all genders. Where a word or phrase is defined, its other grammatical forms have a corresponding meaning. A reference to a subsection, Section, Schedule or Exhibit is, unless otherwise specified, a reference to a Section of, or schedule or exhibit to, this Agreement. A reference to a party to this Agreement or another agreement or document includes the party’s successors and permitted substitutes or assigns. A reference to an agreement or document (including any Principal Agreement) is to the agreement or document as amended, modified, novated, supplemented or replaced, except to the extent prohibited thereby or by any Principal Agreement and in effect from time to time in accordance with the terms thereof. A reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it. A reference to writing includes a facsimile transmission and any means of reproducing words in a tangible and permanently visible form. A reference to conduct includes, without limitation, an omission, statement or undertaking, whether or not in writing. The words “hereof”, “herein”, “hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “including” is not limiting and means “including without limitation”. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”.

Except where otherwise provided in this Agreement, any determination, consent, approval, statement or certificate made or confirmed in writing with notice to Nationstar Parties by Buyer or an authorized officer of Buyer provided for in this Agreement is conclusive and binds the parties in the absence of manifest error. A reference to an agreement includes a security interest, guarantee, agreement or legally enforceable arrangement whether or not in writing related to such agreement.

A reference to a document includes an agreement (as so defined) in writing or a certificate, notice, instrument or document, or any information recorded in electronic form. Where Nationstar Parties are required to provide any document to Buyer under the terms of this Agreement, the relevant document shall be provided in writing or printed form unless Buyer requests otherwise. At the request of Buyer, the document shall be provided in electronic form or both printed and electronic form.

This Agreement is the result of negotiations among, and has been reviewed by counsel to, Buyer and Nationstar Parties, and is the product of all parties. In the interpretation of this Agreement, no rule of construction shall apply to disadvantage one party on the ground that such party proposed or was involved in the preparation of any particular provision of this Agreement or this Agreement itself. Except where otherwise expressly stated, Buyer may give or withhold, or give conditionally, approvals and consents and may form opinions and make determinations at its sole and absolute discretion. Any requirement of good faith, discretion or judgment by Buyer shall not be construed to require Buyer to request or await receipt of information or documentation not immediately available from or with respect to Nationstar Parties, a servicer of the Underlying Assets, any other Person or the Purchased Assets themselves. All references herein or in any Principal Agreement to “good faith” means good faith as defined in Section 1-201(b)(20) of the Uniform Commercial Code.

ARTICLE 2

AMOUNT AND TERMS OF TRANSACTIONS

2.1Agreement to Enter into Transactions. Subject to the terms and conditions of this Agreement and provided that no Event of Default, Event of Early Termination or Potential Default has occurred and is continuing, Buyer shall, from time to time during the term of this Agreement, enter into Transactions with Seller; provided, however, that (a) the Aggregate Outstanding Purchase Price as of any date shall not exceed the Aggregate Transaction Limit and (b) the Aggregate Outstanding Purchase Price for any Type of Transaction shall not exceed the

applicable Type Sublimit. Buyer shall have the obligation to enter into Transactions with an Aggregate Outstanding Purchase Price equal to or less than the Committed Amount, and Buyer shall have no obligation to enter into Transactions with respect to the Uncommitted Amount. All purchases of Participation Interests shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up the Uncommitted Amount. Seller may request Transactions in excess of the Aggregate Transaction Limit and Buyer may, from time to time, in its sole and absolute discretion, consent to a Temporary Increase of the Aggregate Transaction Limit in accordance with Section 2.10.

2.2Transaction Limits. The Aggregate Transaction Limit and each Type Sublimit shall be as set forth in the Transactions Terms Letter. Upon forty-five (45) days prior written notice to Nationstar Parties, Buyer shall have the right to terminate any Transactions with respect to the Uncommitted Amount and require the repurchase of any such Purchased Assets or Participation Interests thereto, or reduce, whether permanently or temporarily, and without refund of any fee or other amount previously paid by Seller, the Aggregate Transaction Limit and/or each Type Sublimit by an amount up to the Uncommitted Amount. Upon seven (7) days prior written notice to Nationstar Parties, Buyer shall have the right to terminate any Transactions with respect to Mortgage Loans that are Texas Cash-Out Refinance Mortgage Loans and require the repurchase of the related Purchased Assets, or reduce, whether permanently or temporarily, and without refund of any fee or other amount previously paid by Seller, the related Type Sublimit in connection therewith. In the event of any reduction pursuant to this Section 2.2, Buyer shall give Nationstar Parties prior notice thereof, which notice shall designate (a) the effective date of any such reduction, (b) the amount of the reduction and (c) the Transaction and/or Type Sublimit limit(s) to which such reduction amount shall apply. Buyer shall not be liable to any Nationstar Party for any costs, losses or damages arising from or relating to a reduction by Buyer in the Aggregate Transaction Limit or any Type Sublimit.

2.3Description of Underlying Assets. With respect to each Transaction, Seller shall cause to be subject to such Transaction with Buyer Underlying Assets with an Asset Value not less than, at any date, the related Purchase Price for such Transaction. With respect to each Transaction, the type of Underlying Asset shall be the type of Asset as specified in the Transactions Terms Letter as the Type, and in each case shall consist of the type of mortgage loans, mortgage related securities, or interests therein as described in Bankruptcy Code Section 101(47)(A). If there is uncertainty as to the Type of an Underlying Asset, Buyer shall determine the correct Type for such Underlying Asset.

2.4Maximum Transaction Amounts. The Purchase Price for each proposed Transaction shall not exceed the lesser of:

(a)the Aggregate Outstanding Purchase Price for the applicable Type Sublimit (after giving effect to all Transactions then subject to the Agreement), as determined by the Type of Underlying Asset;

(b)the Aggregate Transaction Limit (as such amount may be increased from time to time in the sole discretion of Buyer as provided in the Transaction Terms Letter), minus the Aggregate Outstanding Purchase Price of all other Transactions outstanding, if any; and

(c)the Asset Value of the related Underlying Asset(s).

2.5Use of Proceeds. Nationstar Parties shall use the Purchase Price of each Transaction solely for the purpose of originating and/or acquiring the related Purchased Asset(s) and Underlying Assets, as applicable.

2.6Price Differential.

(d)Pricing Rate. Notwithstanding that Buyer and Seller intend that the Transactions hereunder be sales by Seller to Buyer of the Purchased Assets for all purposes except accounting and tax purposes, Seller shall pay Buyer a Price Differential on the Purchase Price for each Purchased Asset from the Date of Disbursement until, but not including,

the date on which the Repurchase Price is paid, at an annual rate equal to the Price Differential; provided, however, that if an Underlying Asset is deemed to be a Noncompliant Asset, thereafter, such Purchase Price shall bear a Price Differential at an annual rate equal to the sum of the Applicable Pricing Rate plus the Type Margin for a Noncompliant Asset. Notwithstanding the foregoing, if the Repurchase Price for a Transaction is not paid by Seller when due (whether at the Repurchase Date, upon acceleration or otherwise), the Repurchase Price shall bear a Price Differential from the date due until paid in full at an annual rate equal to the Default Rate.

(e)Time for Payment. Price Differential with respect to any Purchased Asset shall be due and payable on the Payment Date occurring in the second month following the related Purchase Date and thereafter on each subsequent Payment Date. On the date that the Repurchase Price for such Purchased Asset is paid, all accrued Price Differential not otherwise paid by the Seller with respect to such Purchased Asset shall be due and payable. Notwithstanding anything to the contrary in this Section 2.6(b), in the event the Asset Value of any Underlying Asset is marked to zero and a Nationstar Party requests Buyer to release its security interest in the Purchased Asset relating to such Underlying Asset, and such Underlying Asset, or any Purchased Items related thereto, Buyer shall not release any such security interest therein unless and until Seller shall have paid to Buyer the Repurchase Price for such Purchased Asset.

(f)Computations. All computations of Price Differential and fees payable hereunder shall be based upon the actual number of days (including the first day but excluding the last day) occurring in the relevant period, and a three-hundred sixty (360) day year.

2.1All Transactions are “Servicing Released”. Each Participation Certificate sold by Seller to Buyer pursuant to Transactions under this Agreement includes the participation interests in the related Servicing Rights related to the related Underlying Assets and all Transactions under this Agreement are “servicing released” purchase and sale transactions for all intents and purposes, it being understood that the Purchase Price paid by Buyer to Seller for each such Participation Certificate includes a premium that compensates Seller for such Servicing Rights related to such Underlying Asset and upon payment of the Purchase Price by Buyer to Seller, Buyer becomes the owner of the Participation Interests which represent the 100% beneficial ownership of the related Underlying Asset and the Servicing Rights related thereto.

2.2Terms and Conditions of Transactions. The terms and conditions of the Transactions as set forth in the Transactions Terms Letter, this Agreement or otherwise may be changed from time to time by Buyer by providing prior notice to Nationstar Parties; provided, that Buyer shall use commercially reasonable efforts to provide such notice at least five (5) Business Days prior to the effectiveness of such change. For the avoidance of doubt, any such changes shall not apply to Transactions entered into prior to the effective date of such modifications and in no event shall the modifications apply to any Transaction on a retroactive basis. The terms and conditions of the Transactions Terms Letter are hereby incorporated and form a part of this Agreement as if fully set forth herein; provided however, to the extent of any conflict between the terms of this Agreement and the terms of the Transactions Terms Letter, the Transactions Terms Letter shall control.

2.3Guaranty and/or Additional Security Agreements. As may be determined necessary by Buyer from time to time, Nationstar Parties agree to cause to be executed and delivered to Buyer the Guaranty and such other additional security agreements as may be agreed by the parties hereto as additional support for Nationstar Parties’ obligations hereunder, which Guaranty and/or additional security agreements shall be considered “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Bankruptcy Code Sections 101(38A)(A), 101(47)(a)(v) and 741(7)(A)(x).

2.4Temporary Increase of Aggregate Transaction Limit. Seller may request a temporary increase of the Aggregate Transaction Limit (a “Temporary Increase”) by submitting to Buyer an executed request for Temporary Increase in the form of Exhibit O hereto (a “Request for Temporary Increase”), setting forth the requested increased Aggregate Transaction Limit (such increased amount, the “Temporary Aggregate Transaction Limit”), the effective date of such

Temporary Increase and the date on which such Temporary Increase shall terminate. Buyer may from time to time, in its sole and absolute discretion, consent to such Temporary Increase, which consent shall be in writing as evidenced by Buyer’s delivery to Nationstar Parties of a countersigned Request for Temporary Increase. At any time that a Temporary Increase is in effect, the Aggregate Transaction Limit shall equal the Temporary Aggregate Transaction Limit for all purposes of this Agreement and all calculations and provisions relating to the Aggregate Transaction Limit shall refer to the Temporary Aggregate Transaction Limit, including without limitation, Type Sublimits and the Minimum Over/Under Account Balance. Upon the termination of a Temporary Increase, Seller shall repurchase Purchased Assets in order to reduce the Aggregate Outstanding Purchase Price to the Aggregate Transaction Limit (as reduced by the termination of such Temporary Increase) in accordance with Section 4.2(j).

ARTICLE 3

PROCEDURES FOR REQUESTING AND ENTERING INTO TRANSACTIONS

3.1Policies and Procedures. In connection with the Transactions contemplated hereunder, each Nationstar Party shall comply with all applicable policies and procedures of Buyer as may currently exist or as hereafter created. Such policies and procedures may be in writing, published on Buyer’s website(s) or otherwise contained in the Handbook. Buyer shall have the right to change, revise, amend or supplement its policies and procedures and the Handbook from time to time to conform to current legal requirements or Buyer practices by giving prior notice to Nationstar Parties; provided, that Buyer shall use commercially reasonable efforts to provide such notice at least thirty (30) Business Days prior to the effectiveness of such change, revision, amendment or supplement. To the extent of any conflict between the terms of this Agreement and the terms of the Handbook, the Agreement shall control.

3.2Request for Transaction; Asset Data Record.

(g)Request for Transaction. Seller shall request a Transaction by delivering to Buyer, electronically or in writing, an Asset Data Record for each Underlying Asset intended to be the subject of the Transaction no later than the Transaction Request Deadline. Buyer shall be under no obligation to enter into any Transaction or Transactions requested by Seller if the Purchase Price relates to the Uncommitted Amount. Assuming the satisfaction of all conditions precedent set forth in Article 7 and otherwise in this Agreement, Buyer may, for any Transaction with respect to the Uncommitted Amount and shall, for any Transaction with respect to the Committed Amount, confirm to Seller the terms of Transactions electronically or in writing. Buyer reserves the right to reject any Transaction request that Buyer reasonably determines fails to comply with the terms and conditions of this Agreement or Buyer’s then current policies and procedures.

(h)Failure to Enter into Transaction; Cancellation of Transaction. If Seller fails five (5) times or more to enter into a Transaction after Seller has requested a Transaction and submitted an Asset Data Record in connection with such request, for each Transaction requested by Seller thereafter for which Seller fails to enter into such Transaction, Seller shall reimburse Buyer for any reasonable out-of-pocket losses, costs and expenses incurred by Buyer in connection with such failure to enter into the Transaction, including, without limitation, costs relating to re-employment of funds obtained by Buyer and fees payable to terminate the arrangements through which such funds were obtained. In addition, if following disbursement by Buyer of the Purchase Price relating to any Transaction, Seller cancels such Transaction, regardless of the number of Transactions Seller has previously cancelled, Seller shall pay Buyer a Price Differential on such Purchase Price from the Date of Disbursement until, but not including, the date the Purchase Price is returned to Buyer.

(i)Form of Asset Data Record. Buyer shall have the right to revise or supplement the form of the Asset Data Record from time to time by giving prior notice thereof to Seller provided, that Buyer shall use commercially reasonable efforts to provide such notice at least five (5) Business Days prior to the effectiveness of such revision or supplement.

3.3Delivery of Mortgage Loan Documents.

(j)Dry Mortgage Loans. Prior to any Transaction the subject of which is a Purchased Asset related to a Dry Mortgage Loan (including any Dry Mortgage Loan that is a Certified Mortgage Loan), Nationstar Parties shall deliver to Buyer or its Custodian, or authorize and direct the Closing Agent to deliver to Buyer or its Custodian, the related Mortgage Loan Documents in accordance with and pursuant to the terms of Section 7.2 hereof and the Custodial Agreement.

(k)Wet Mortgage Loans. With respect to a Transaction the subject of which is a Purchased Asset related to a Wet Mortgage Loan, (i) Nationstar Parties shall deliver to Buyer or its Custodian any Mortgage Loan Documents in a Nationstar Party’s possession, and (ii) Nationstar Parties shall authorize and direct the Closing Agent to deliver the related Mortgage Loan Documents to Nationstar Parties, for delivery to Buyer or its Custodian, in each case, within the Maximum Dwell Time in accordance with the terms of Section 7.2 hereof, Exhibit B hereof and the Custodial Agreement.

(l)Certified Mortgage Loans. With respect to a Transaction the subject of which is a Purchased Asset related to a Certified Mortgage Loan, Nationstar Parties shall deliver to Buyer or the Custodian, as applicable, the related Agency Documents in accordance with and pursuant to the terms of Section 7.2 hereof and the Custodial Agreement and Nationstar Parties shall cause Custodian to deliver a Certified Mortgage Loan Trust Receipt to Buyer with respect to such Mortgage Loans in accordance with the terms of the Custodial Agreement. In addition, Nationstar Parties shall deliver to Buyer a duly executed Trade Assignment together with a true and complete copy of the Purchase Commitment with respect to the related Mortgage-Backed Security in accordance with and pursuant to the terms of Section 7.2(p).

(m)Government Mortgage Loans. If a Purchased Asset related to a Government Mortgage Loan is subject to a Transaction, Nationstar Parties shall, at the request of Buyer, deliver to Buyer or its Custodian, within forty five (45) calendar days following the Purchase Date for such Purchased Asset, the FHA Mortgage Insurance Contract, the VA Loan Guaranty Agreement or the RD Loan Guaranty Agreement, as applicable, or evidence of such insurance or guaranty, as applicable, including proof of payment of the premium and the case number so Buyer can access the information on the computer system maintained by FHA, the VA or the RD.

(n)Mortgage Loan Documents in Nationstar Parties’ Possession. At all times during which the Mortgage Loan Documents related to any Underlying Asset are in the possession of Nationstar Parties, and until such Underlying Asset is released by Buyer from the related Transaction hereunder, Nationstar Parties shall hold such Mortgage Loan Documents in trust separate and apart from Nationstar Parties’ own documents and assets and for the exclusive benefit of Buyer and shall act only in accordance with Buyer’s written instructions thereto. Such Mortgage Loan Documents should be clearly marked as subject to delivery to Buyer.

(o)Other Mortgage Loan Documents in Nationstar Parties’ Possession. With respect to each Underlying Asset, until such Underlying Asset is released by Buyer from the related Transaction hereunder, Nationstar Parties shall hold in trust separate and apart from Nationstar Parties own documents and assets and for the exclusive benefit of Buyer all mortgage loan documents related to such Underlying Asset and not delivered to Buyer, including, without limitation, the Other Mortgage Loan Documents, as applicable. All such mortgage loan documents shall be clearly marked as subject to delivery to Buyer.

3.1[Reserved].

3.2Over/Under Account.

(p)Minimum Balance. Seller shall at all times maintain a balance in the Over/Under Account of not less than the Minimum Over/Under Account Balance, as set forth in the Transactions Terms Letter. The Over/Under Account shall be used to assist in settling the Transactions and any other obligations under this Agreement. Buyer shall not be required to segregate and hold funds deposited by or on behalf of Seller in the Over/Under Account separate and apart from Buyer’s own funds or funds deposited by or held for others.

(q)Deposits.

(i)Seller. Seller shall deposit margin in the form of funds in the Over/Under Account in accordance with the terms of this Agreement, including, without limitation, Section 3.5(a).

(ii)Buyer. Buyer shall credit to the Over/Under Account all amounts in excess of those amounts due to Buyer in accordance with the Principal Agreements on the date Buyer receives or has received both (1) a payment by Seller or an Approved Investor pursuant to a Purchase Commitment and (2) a Purchase Advice relating to such payment without discrepancy; provided, however, that funds and Purchase Advices received by Buyer after that time set forth in the Transactions Terms Letter, shall be deemed to have been received on the next Business Day. Buyer shall use reasonable efforts to notify Seller if there is a discrepancy between a wire transfer and the related Purchase Advice, and thereafter, Seller shall notify Buyer as to whether Buyer should accept such settlement payment despite the discrepancy between the amount received and the related Purchase Advice; provided, however, that if an Event of Default, Event of Early Termination or Potential Default has occurred and is continuing, Buyer is not obligated to receive approval from Seller prior to accepting any amounts received and releasing the related Purchased Assets.

(iii)Settlement Statement. Buyer shall deliver to Nationstar Parties via facsimile or make available to Seller via the Internet within one (1) Business Day following settlement of a Transaction, or as soon thereafter as is reasonably possible, a settlement statement, which includes an explanation of all amounts credited by Buyer to the Over/Under Account to settle the Transaction.

(r)Withdrawals.

(i)Seller. If the amount credited to the Over/Under Account creates a balance in excess of the Minimum Over/Under Account Balance required pursuant to Section3.5(a) above, provided that no Potential Default, Event of Early Termination or Event of Default has occurred and is continuing, Seller may submit a written request to Buyer for return or payment of such excess funds. If any such request is received by Buyer prior to 1:00 p.m. (New York City time) on a Business Day, Buyer shall use commercially reasonable efforts to wire such requested excess funds to Seller by the end of such Business Day and in no event no later than two

(2) Business Days after Buyer’s receipt of such request. Notwithstanding anything contained in this Section 3.5(c)(i) to the contrary, Buyer reserves the right to reject any request for excess funds from the Over/Under Account if Buyer determines that such excess funds shall be used to satisfy Seller’s outstanding obligations under this Agreement or are subject to other rights as provided in this Agreement.

(ii)Buyer. Buyer may, from time to time and without separate authorization by Seller or notice to Seller (unless otherwise specified below), withdraw funds from the Over/Under Account to settle amounts owed in accordance with the terms of this Agreement or to otherwise satisfy Seller’s obligations under this Agreement, including, without limitation:

(1)with respect to any Transaction with respect to which the Purchase Price is being paid to one or more Approved Payees on behalf of Nationstar Parties, to deliver the Haircut to the Closing Agent;

(2)to reimburse itself for any reasonable costs and expenses incurred by Buyer in connection with this Agreement, as permitted herein;

(3)to pay itself any Price Differential on a Purchase Price that is due and owing;

(4)to Seller as provided in Section 3.5(c)(i);

(5)as security for the performance of Seller’s obligations hereunder;

(6)without limiting the generality of Section 3.5(c)(ii)(5), with prior notice to Seller pursuant to Section 6.3(b), to satisfy any outstanding Margin Deficit as provided in Section 6.3(b); and

(7)in the exercise of Buyer’s or its Affiliates’ rights under Section 6.3(d) or Section 11.9.

(a)Failure to Maintain Balance. If, at any time, Seller fails to maintain in the Over/Under Account the Minimum Over/Under Account Balance as required hereunder, in addition to any other rights and remedies that Buyer may have against Seller, Buyer shall have the right to immediately stop entering into Transactions with Seller and/or to charge Seller accrued interest on that portion of the Minimum Over/Under Account Balance that Seller has failed to maintain, at the Default Rate, from the time that such balance failed to be maintained until the time that funds are deposited into or held in the Over/Under Account to comply with such Minimum Over/Under Account Balance requirements hereunder. Without limiting the generality of the foregoing, it is understood and agreed that should the balance in the Over/Under Account become negative, Seller will continue to owe Buyer accrued interest as provided herein.

(b)Security Interest. Any funds of Seller at any time deposited or held in the Over/Under Account, whether such funds are required to be deposited and held in the Over/Under Account pursuant to this Section 3.5 or otherwise, are hereby pledged by Seller as security for its obligations under this Agreement, and Seller hereby grants a security interest in such funds to Buyer, and such pledge and security interest shall be considered “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Bankruptcy Code Sections 101(38A)(A), 101(47)(a)(v) and 741(7)(A)(x).

3.4Payment of Purchase Price.

(s)Payment of Purchase Price. On the Purchase Date for each Transaction, the Purchased Assets, including the Participation Interests in the Servicing Rights related to the Underlying Assets (including on account of any Purchase Price Increase) shall be transferred to Buyer against the simultaneous transfer of the Purchase Price to Seller or on behalf of Seller to an Approved Payee, as applicable, and simultaneously with the delivery to Buyer of the Purchased Assets relating to each Transaction. With respect to the Purchased Assets being sold by Seller on the Purchase Date, Seller hereby sells, transfers, conveys and assigns to Buyer or its designee without recourse, but subject to the terms of this Agreement, all the right, title and interest of Seller in and to the Purchased Assets, including the Participation Interests in the Servicing Rights related to the related Underlying Assets (including Certified Mortgage Loans), together with all right, title and interest of Seller in and to the proceeds of such Underlying Assets.

(t)Methods of Payment. On the Purchase Date for each Transaction:

(i)Buyer shall pay the Purchase Price for all Transactions by wire transfer in accordance with Seller’s wire instructions set forth on Exhibit J. Notwithstanding the foregoing, Buyer shall not be obligated to pay the Purchase Price under any method of payment to any warehouse lender that is not an Approved Payee. Further, the payment of the Purchase Price by Buyer to any warehouse lender that is not an Approved Payee shall not make such warehouse lender an Approved Payee. Any funds disbursed by Buyer to Seller or its Approved Payee shall be subject to all applicable federal, state and local laws, including, without limitation, regulations and policies of the Board of Governors of the Federal Reserve System on Reduction of Payments System Risk. Seller acknowledges that as a result of such applicable laws, regulations and policies, equipment malfunction, Buyer’s approval procedures or circumstances beyond the reasonable control of Buyer, the payment of a Purchase Price may be delayed. Buyer shall not be liable to Nationstar Parties for any costs, losses or damages arising from or relating to any such delays, or

(ii)Notwithstanding the foregoing, where a Purchased Asset or an Underlying Asset is the subject of third party financing, Buyer may pay all or any portion of the Purchase Price directly to the warehouse lender or other lender that has a security interest in such Purchased Asset or Underlying Asset, as applicable, to satisfy the related indebtedness and obtain a release of such security interest.

(u)Transaction Limitations and Other Restrictions Relating to Closing Agents. Notwithstanding that a particular Transaction request will not exceed the Aggregate Transaction Limit or applicable Type Sublimit, if the payment of the Purchase Price for such Transaction to the related Closing Agent will violate Buyer’s applicable policies and procedures (as contained in the Handbook or otherwise) regarding payments to Closing Agents, Buyer may refuse to pay the Purchase Price to such Closing Agent.

(v)Return of Purchase Price. If a Wet Mortgage Loan related to a Purchased Asset subject to a Transaction is not closed on the same day on which the Purchase Price was funded, Seller shall immediately return, or cause to be immediately returned (but in any event within forty-eight (48) hours), the Purchase Price (or such greater amount that shall have been remitted by Buyer, if applicable) with respect to such Purchased Asset to Buyer by wire transfer in accordance with Buyer’s wire instructions set forth on Exhibit B. Further, Seller shall pay Buyer all fees and expenses incurred by Buyer in connection with the funding of the Purchase Price for such Purchased Asset and, from the date of such funding up to but excluding the date such Purchase Price is returned to Buyer, Seller shall also pay Buyer any Price Differential accrued on such Purchase Price immediately upon notification from Buyer; provided, however, that Price Differential shall continue to accrue until the Purchase Price is returned to Buyer.

3.3Warehouse Lenders.

(w)Warehouse Lenders. In order for a warehouse lender to be designated an Approved Payee with respect to any Purchase Price, Seller shall submit to Buyer a written request, including the name and address of the warehouse lender, demonstrating a need for such designation. Notwithstanding the foregoing, Buyer reserves the right to refuse to designate any warehouse lender as an Approved Payee, or, alternatively, to require additional terms and conditions in order for Buyer to pay a Purchase Price to the warehouse lender.

(x)Approval Process. Buyer shall review the applicable documents and notify Seller within two (2) Business Days as to whether such warehouse lender has been designated by Buyer to be an Approved Payee with respect to such Purchase Price. Buyer may withdraw its approval of any warehouse lender as an Approved Payee if Buyer becomes aware of any facts or circumstances at any time related to such or warehouse lender

which Buyer determines materially and adversely affects the warehouse lender or otherwise makes the warehouse lender unacceptable as an Approved Payee.

3.5Delivery of Pledged Securities. Buyer shall release its interests in Underlying Assets that are Certified Mortgage Loans that are also Pooled Mortgage Loans subject to a Transaction simultaneously with the Settlement Date of a Mortgage-Backed Security that is backed by such Underlying Assets. Provided that such Mortgage-Backed Security is an Eligible Security and has been issued to the Depository in the name of Buyer or Buyer’s nominee, from and after such Settlement Date, the Mortgage-Backed Security shall replace such Underlying Assets as the Asset that is pledged as additional related credit enhancement in support of the Transaction.

ARTICLE 4 REPURCHASE

4.1Repurchase Price.

(y)Payment of Repurchase Price. The Repurchase Price for each Purchased Asset shall be payable in full and by wire transfer in accordance with Buyer’s wire instructions set forth on Exhibit B or Exhibit J, as applicable, upon the earliest to occur of (i) the Repurchase Date of the related Transaction, (ii) the occurrence of any Repurchase Acceleration Event with respect to such Purchased Asset, (iii) at Buyer’s sole option, upon the occurrence or during the continuance of an Event of Default, or (iv) the Expiration Date. Such obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset or Underlying Asset. While it is anticipated that Seller will repurchase each Purchased Asset on its related Repurchase Date, Seller may repurchase any Purchased Asset (or obtain the release of any Underlying Asset) hereunder on demand without any pre-payment penalty or premium.

(z)Effect of Payment of Repurchase Price. On the Repurchase Date (or such other date on which the Repurchase Price is received in full by Buyer), termination of the related Transaction will be effected by the repurchase by Seller or its designee of the Purchased Assets (and release of the related Underlying Assets) and the simultaneous transfer of the Repurchase Price to an account of Buyer, or transfer to Buyer of additional Participation Interests related to Additional Underlying Assets (in each case subject to the provisions of Section 6.5), and all of Buyer’s rights, title and interests therein shall then be conveyed to Seller or its designee; provided that, Buyer shall not be deemed to have terminated or conveyed its interests in such Purchased Assets or related Underlying Assets if an Event of Default shall then be continuing or shall be caused by such repurchase or if such repurchase gives rise to or perpetuates a Margin Deficit that is not satisfied in accordance with Section 6.3(b). Nationstar Parties are obligated to obtain the Mortgage Loan Documents from Custodian at Guarantor’s expense on the Repurchase Date.

4.2Repurchase Acceleration Events. The occurrence of any of the following events shall be a Repurchase Acceleration Event with respect to one or more Purchased Assets, as the case may be:

(aa)Buyer has determined that the related Underlying Asset is a Defective Asset;

(ab)thirty (30) calendar days elapse from the date the Mortgage Loan Documents relating to an Underlying Asset associated with such Purchased Assets were delivered to an Approved Investor and such Approved Investor has not returned the Mortgage Loan Documents or purchased the Underlying Asset, unless an extension is granted by Buyer;

(ac)ten (10) Business Days elapse from the date a Mortgage Loan Document relating to the Underlying Asset associated with such Purchased Assets was delivered to a Nationstar Party for correction or completion or for servicing purposes, without being returned to Buyer or its designee;

(ad)Nationstar Parties fail to deliver to Buyer the related Mortgage Loan Documents relating to an Underlying Asset associated with such Purchased Assets that is a Wet Mortgage Loan within the Wet Mortgage Loans Maximum Dwell Time or any Mortgage Loan Document delivered to Buyer, upon examination by Buyer, is found not to be in compliance with the requirements of this Agreement or the related Purchase Commitment and is not corrected within the Wet Mortgage Loans Maximum Dwell Time;

(ae)regardless of whether an Underlying Asset associated with such Purchased Assets is a Defective Asset, a foreclosure or similar type of proceeding is initiated with respect to such Underlying Asset;

(af)the further sale of the Underlying Asset associated with such Purchased Assets by Nationstar Parties to other than an Approved Investor;

(ag)(i) with respect to any Underlying Asset associated with such Purchased Assets that has been pooled to support a Mortgage-Backed Security issued by Guarantor and fully guaranteed by Ginnie Mae for which Buyer has executed a Form HUD 11711A, Custodian ceases to hold the Mortgage Loan File and the related Mortgage Loan Documents in respect thereof for the sole and exclusive benefit of Buyer at any time prior to the issuance of the related Mortgage-Backed Security, or (ii) with respect to all other Underlying Assets, Custodian ceases to hold the Mortgage Loan File and the related Mortgage Loan Documents in respect thereof an Underlying Asset for the sole and exclusive benefit of Buyer at any time;

(ah)with respect to Underlying Assets that are Pooled Mortgage Loans, if the Applicable Agency shall not have issued the related Mortgage-Backed Security to the Depository in the name of Buyer or Buyer’s nominee on the related Settlement Date;

(ai)with respect to Pledged Securities, if Buyer shall not have received the related Takeout Price from the Approved Investor on the related Settlement Date;

(aj)following the termination of a Temporary Increase, the Aggregate Outstanding Purchase Price exceeds the Aggregate Transaction Limit (as reduced by the termination of such Temporary Increase); or

(ak)with respect to any Pooled Mortgage Loan or Mortgage-Backed Security, if the Nationstar Parties have failed to deliver the related Trade Assignment to Buyer in accordance with the requirements set forth in Section 7.2(p).

4.1Reduction of Asset Value as Alternative Remedy. In lieu of requiring full repayment of the Repurchase Price upon the occurrence of a Repurchase Acceleration Event, Buyer may elect to reduce the Asset Value of the related Purchased Asset or Underlying Asset, as applicable, to as low as zero and accordingly require a full or partial repayment of such Repurchase Price or the delivery of other funds or collateral, which additional assets shall be “margin payments” or “settlement payments” as such terms are defined in Bankruptcy Code Sections 741(5) and (8), respectively.

4.2Designation as Noncompliant Asset as Alternative Remedy. In lieu of requiring full repayment of the Repurchase Price upon the occurrence of a Repurchase Acceleration Event, Buyer may elect to deem the related Underlying Asset a Noncompliant Asset, provided that (a) after such Underlying Asset is deemed to be a Noncompliant Asset, the aggregate original Asset Value of all Noncompliant Assets does not exceed the Type Sublimit for Noncompliant Assets; (b) the Asset Value of the Noncompliant Asset is greater than the Repurchase Price or Seller provides additional Participation Interests related to Additional Underlying Assets or repays part of the Repurchase Price as provided in Section 6.3 in each case as a “margin payment” as such term is defined in Bankruptcy Code Section 741(5); and (c) Nationstar Parties deliver to Buyer all documentation relating to the Purchased Asset and related Underlying Assets reasonably requested by Buyer.

4.3Illegality or Impracticability. Notwithstanding anything to the contrary in this Agreement, if Buyer determines, in good faith, that any law, regulation, treaty or directive or any change therein or in the interpretation or application thereof, or any circumstance materially and adversely affecting the London interbank market, the repurchase market for mortgage loans or mortgage- backed securities or the source or cost of Buyer’s funds, shall make it unlawful or impractical for Buyer to enter into or maintain Transactions as contemplated by this Agreement (a) the commitment of Buyer hereunder to enter into or to continue to maintain Transactions shall be cancelled and (b) the Repurchase Price for each Transaction then outstanding shall be due and payable upon the earlier to occur of (i) the date required by any financial institution providing funds to Buyer, (ii) sale of the Purchased Assets in accordance with the terms of this Agreement, and (iii) the date as of which Buyer determines that such Transactions are unlawful or impractical; provided, that Buyer shall not be liable to any Nationstar Party for any costs, losses or damages arising from or relating from any actions taken by Buyer pursuant to this Section 4.5.

4.4Increased Costs.

(al)Notwithstanding anything to the contrary in this Agreement, if Buyer determines, in good faith, that if any change in any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof (i) subjects Buyer to any Tax with respect to this Agreement or any Purchased Asset (other than (A) Indemnified Taxes, (B) Taxes described in clauses

(am)through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) or changes the basis of taxation of payments to Buyer in respect thereof, (ii) imposes, modifies or holds applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of Buyer which is not otherwise included in the determination of the Applicable Pricing Rate hereunder, or (iii) imposes on Buyer any other condition, the result of which is to increase the cost to Buyer, by an amount which Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Seller shall promptly pay Buyer such additional amount or amounts as will compensate Buyer for such increased cost or reduced amount receivable thereafter incurred.

(b) If Buyer has determined, in good faith, that the adoption of or any change in any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof has the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then from time to time, Seller shall promptly pay to Buyer such additional amount or amounts as will thereafter compensate Buyer for such reduction.

If Buyer becomes entitled to claim any additional amounts pursuant to this Section 4.6, it shall promptly notify Seller of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by Buyer to Seller shall be conclusive in the absence of manifest error or bad faith.

4.3Payments Pursuant to Sale to Approved Investors. Nationstar Parties shall direct each Approved Investor purchasing an Underlying Asset to pay directly to Buyer, by wire transfer of immediately available funds, the applicable Takeout Price in full and without set-off on the date set forth in the applicable Purchase Commitment. In addition, Nationstar Parties shall provide

Buyer with a Purchase Advice relating to such payment. Nationstar Parties shall not direct the Approved Investor to pay to Buyer an amount less than the full Takeout Price or modify or otherwise change the wire instructions for payment of the Takeout Price provided to Approved Investor by Buyer. Buyer shall apply all amounts received from an Approved Investor for the account of Seller in accordance with Section 4.8 below and credit all amounts due Seller to the Over/Under Account in accordance with Section 3.5(b)(ii) above. Buyer may reject any amount received from an Approved Investor and not release the related Underlying Asset if (a) Buyer does not receive a Purchase Advice in respect of any wire transfer, (b) Buyer does not receive the full Takeout Price, without set-off or (c) the amount received is not sufficient to pay the related Repurchase Price in full. Alternatively, in lieu of rejecting an amount received by Buyer from an Approved Investor, at Buyer’s option, if the amount received from the Approved Investor does not equal or exceed the related Repurchase Price, Buyer may accept the amount received from the Approved Investor and deduct the remaining amounts owed by Seller from the Over/Under Account or demand payment of such remaining amount from Seller. If a Nationstar Party receives any funds intended for Buyer, such Nationstar Party shall segregate and hold such funds in trust for Buyer and immediately pay to Buyer all such amounts by wire transfer of immediately available funds together with providing Buyer with a settlement statement for the transaction.

4.4Application of Payments from Nationstar Parties or Approved Investors. Unless Buyer determines otherwise, payments made directly by a Nationstar Party or an Approved Investor to Buyer shall be applied in the following order of priority:

(an)first, to any amounts due and owing to Buyer pursuant to Section 6.3;

(ao)second, to all costs, expenses and fees incurred or charged by Buyer under this Agreement that are due and owing and related to the Transaction in connection with which the payment is made;

(ap)third, to all costs, expenses and fees incurred or charged by Buyer under this Agreement that are due and owing and not related to a specific Transaction;

(aq)fourth, to the Price Differential then due and owing and the outstanding Purchase Price, in each case, on the Purchased Asset (and allocated to the related Underlying Asset in connection with which the payment is made);

(ar)fifth, to the Price Differential then due and owing and the outstanding Purchase Prices, in each case, on any other Purchased Assets (and related Underlying Assets); and

(as)sixth, to the amount of all other obligations then due and owing by Seller to Buyer under this Agreement and the Principal Agreements.

Buyer and Nationstar Parties intend and agree that all such payments shall be “settlement payments” as such term is defined in Bankruptcy Code Section 741(8). After the settlement payments have been applied as set forth above, Buyer shall deposit in the Over/Under Account any amounts that remain.

4.5Method of Payment. Except as otherwise specifically provided herein, all payments hereunder must be received by Buyer on the date when due and shall be made in United States dollars by wire transfer of immediately available funds in accordance with Buyer’s wire instructions set forth on Exhibit B or Exhibit J, as applicable. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day, and with respect to payments of the Purchase Price, the Price Differential thereon shall be payable at the Applicable Pricing Rate during such extension. All payments made by or on behalf of Seller with respect to any Transaction shall be applied to Seller’s account in accordance with Section 3.5(b)(ii) and Section 4.8 above and shall be made in such amounts as may be necessary in order that all such payments after withholding for or on account of any present or future Taxes imposed by any Governmental Authority (other than any Excluded Taxes and Indemnified Taxes) compensate Buyer for any additional cost or reduced amount receivable of making or maintaining Transactions as a result of such Taxes. All payments

to be made by or on behalf of Seller with respect to any Transaction shall be made without set-off, counterclaim or other defense.

4.6Book Account. Buyer and Nationstar Parties shall maintain an account on their respective books of all Transactions entered into between Buyer and Seller and for which the Repurchase Price has not yet been paid. As a courtesy to Nationstar Parties, Buyer shall provide such information to Nationstar Parties via the Internet or by telephone or facsimile, if Nationstar Parties are unable to access the information via the Internet. Notwithstanding the foregoing, Nationstar Parties shall be responsible for maintaining their own book account and records of Transactions entered into by Seller and Buyer, amounts due to Buyer in connection with such Transactions and for paying such amounts when due. Failure of Buyer to provide Nationstar Parties with information regarding any Transaction shall not excuse Nationstar Parties’ timely performance of all obligations under this Agreement, including, without limitation, payment obligations under this Agreement.

4.7Full Recourse. The obligations of Seller from time to time to pay the Repurchase Price, Margin Deficit payments, settlement payments and all other amounts due under this Agreement shall be full recourse obligations of Seller.

4.8Alternative Rate. If prior to any Payment Date, Buyer determines in its sole discretion that: (i) adequate and reasonable means do not exist for ascertaining One-Month LIBOR, including, without limitation, because One-Month LIBOR is not available or published on a current basis, and such circumstances are unlikely to be temporary; (ii) the administrator of One-Month LIBOR or a Governmental Authority having jurisdiction over Buyer has made a public statement identifying a specific date after which One-Month LIBOR shall no longer be made available, or used for determining the interest rate of loans, provided, that, at the time of such statement, there is no successor administrator that is satisfactory to Buyer, that will continue to provide One-Month LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) mortgage loan financing facilities similar to this facility, currently being executed, or that include language similar to that contained in this Section 4.12, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace One-Month LIBOR, Buyer shall give prompt notice thereof to Nationstar Parties, whereupon the Applicable Pricing Rate from the date specified in such notice, which may be the Scheduled Unavailability Date, for such period, and for all subsequent periods until such notice has been withdrawn by Buyer, shall be based on (x) one or more SOFR-Based Rates or (y) another alternative benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated mortgage loan financing facilities for such alternative benchmark rates and, in each case, including any mathematical or other adjustments to such benchmark rates giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated mortgage loan financing facilities for such benchmark rates, which adjustment or method for calculating such adjustment shall be published on an information service as selected by Buyer from time to time in its sole discretion and may be periodically updated) (any such rate, a “Successor Rate”). Such Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for Buyer, such Successor Rate shall be applied in a manner as otherwise determined by Buyer in its sole discretion. In connection with the implementation of a Successor Rate, Buyer shall have the right to make Successor Rate Conforming Changes, as determined by Buyer in its sole discretion from time to time and, notwithstanding anything to the contrary herein or in any other Principal Agreement, any amendments implementing such Successor Rate Conforming Changes shall become effective without any further action or consent of any other party to this Agreement.

ARTICLE 5 FEES

5.1 Payment of Fees. Seller shall pay to Buyer those fees set forth in this Agreement and the Transactions Terms Letter when they become due and owing. Without limiting the generality of the foregoing, the Facility Fee shall be deemed due, earned and payable in full on the Effective Date and shall be payable in quarterly installments, with the first installment to be paid on the

Effective Date, and the remaining quarterly installments to be paid on the fifth day of the month immediately following the quarterly anniversary of the Effective Date or if such date is not a Business Day, the Business Day immediately preceding such fifth day of the month, and if this Agreement is renewed, thereafter as provided in the Transactions Terms Letter. Buyer shall be entitled to withdraw from the Over/Under Account or retain from payments made by Seller or an Approved Investor, subject to Section 4.6, or set off against any Purchase Prices to be paid by Buyer any fees permitted under this Agreement that are due and owing. If such amounts on deposit in the Over/Under Account or payments received in connection with a Transaction or Purchase Prices to be paid by Buyer are not sufficient to pay Buyer all fees owed, Buyer shall notify Seller and Seller shall pay to Buyer, within one (1) Business Day, all unpaid fees.

ARTICLE 6

SECURITY; SERVICING; MARGIN ACCOUNT MAINTENANCE; CUSTODY OF MORTGAGE LOAN DOCUMENTS; REPURCHASE TRANSACTIONS; DUE DILIGENCE

6.1Precautionary Grant of Security Interest in Purchased Assets. With respect to the Purchased Assets, although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, and without prejudice to the provisions of Section 6.6 and the expressed intent of the parties, if any Transactions are deemed to be loans, as security for the performance of all of Seller’s obligations hereunder, Seller hereby pledges, assigns and grants to Buyer a continuing first priority security interest in and lien upon the Purchased Assets and related Purchased Items and Buyer shall have all the rights and remedies of a “secured party” under the Uniform Commercial Code with respect to the Purchased Assets and related Purchased Items. Possession of any promissory notes, instruments or documents by the Custodian shall constitute possession on behalf of Buyer.

As security for the performance of all of Pledgor’s obligations hereunder and as a precautionary measure in the event that the conveyance of any Purchased Asset or Participation Interests in any Underlying Assets by Pledgor to Seller is determined not to be a true sale or contribution or the separate existence of Seller from Pledgor is otherwise disregarded at any point, Pledgor hereby pledges, assigns and grants to Buyer a continuing first priority security interest in and lien upon the Purchased Assets and related Residual Collateral and Buyer shall have all the rights and remedies of a “secured party” under the Uniform Commercial Code with respect to the Purchased Assets and related Residual Collateral. Possession of any promissory notes, instruments or documents by the Custodian shall constitute possession on behalf of Buyer.

Each Nationstar Party acknowledges that it has no rights to the Servicing Rights or the Participation Interests in the Servicing Rights related to any Underlying Asset (including Certified Mortgage Loans). Without limiting the generality of the foregoing and for the avoidance of doubt, if any determination is made that the Participation Interests in the Servicing Rights related to such Underlying Asset were not sold by Seller to Buyer or that the Participation Interests in the Servicing Rights are not an interest in such Underlying Assets and are severable from the Underlying Assets despite Buyer’s and Nationstar Parties’ express intent herein to treat them as included in the purchase and sale transaction, Pledgor hereby pledges, assigns and grants to Buyer a continuing first priority security interest in and lien upon the Servicing Rights related to such Underlying Assets and Seller hereby pledges, assigns and grants to Buyer a continuing first priority security interest in and lien upon the Participation Interests in the Servicing Rights related to such Underlying Assets, and Buyer shall have all the rights and remedies of a “secured party” under the Uniform Commercial Code with respect thereto. In addition, each Nationstar Party, as applicable, further grants, assigns and pledges to Buyer a first priority security interest in and lien upon (i) all documentation and rights to receive documentation related to such Servicing Rights and the Participation Interests in the Servicing Rights and the servicing of each of the Underlying Assets,

(ii) all Income related to the Purchased Assets and Underlying Assets received by Nationstar Parties, (iii) all rights to receive such Income, (iv) all other Purchased Assets and Underlying Assets, and (v) all products, proceeds and distributions relating to or constituting any or all of the foregoing (collectively, and together with the pledge of the Servicing Rights and the Participation Interests in the Servicing Rights in the immediately preceding sentence, the “Related Credit

Enhancement”). The Related Credit Enhancement is hereby pledged as further security for Nationstar Parties’ obligations to Buyer hereunder.

At any time and from time to time, upon the written request of Buyer, and at the sole expense of Nationstar Parties, Nationstar Parties will promptly and duly execute and deliver, or will promptly cause to be executed and delivered, such further instruments and documents and take such further action as Buyer may request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the Purchased Assets and related Purchased Items and Residual Collateral and the liens created hereby. Nationstar Parties also hereby authorize Buyer to file any such financing or continuation statement in a manner consistent with this Agreement to the extent permitted by applicable law. For purposes of the Uniform Commercial Code and all other relevant purposes, this Agreement shall constitute a security agreement.

If Seller shall, as a result of its ownership of the Participation Interests, become entitled to receive or shall receive any certificate evidencing any Participation Interest, any option rights, whether in addition to, in substitution for, as a conversion of, or in exchange for the Participation Interests, or otherwise in respect thereof, Seller shall accept the same as the Buyer’s agent, hold the same in trust for the Buyer and deliver the same forthwith to the Buyer in the exact form received, duly indorsed by Seller to the Buyer, if required, together with an undated transfer power, if required, covering such certificate duly executed in blank, or if requested, deliver the Participation Interests, re-registered in the name of Buyer, to be held by the Buyer subject to the terms hereof as additional security for the obligations of Seller hereunder. Any sums paid upon or in respect of the Participation Interests upon the liquidation or dissolution of Seller, or otherwise shall be paid over to the Buyer as additional security for the obligations of Seller hereunder. If any sums of money or property so paid or distributed in respect of the Participation Interests shall be received by Seller, Seller shall, until such money or property is paid or delivered to the Buyer, hold such money or property in trust for the Buyer segregated from other funds of Seller as additional security for the obligations of Seller hereunder.

Buyer shall exercise all voting and member rights with respect to the Participation Interests. Notwithstanding the foregoing and consistent with the provisions hereof, prior to the occurrence of an Event of Default which is continuing, Seller shall be permitted to exercise all voting rights with respect to the Participation Interests and Buyer shall exercise any such rights on behalf of Seller under this paragraph solely in accordance with Seller’s written instructions; provided, however, Buyer may in its sole discretion (x) remove a Servicer or terminate a Servicing Agreement in connection with a Servicing Termination Event or (y) consent to a waiver of a material breach or consent to a material modification of a Servicing Agreement. In no event shall Buyer be required to cast or exercise a vote or other action taken which would impair the Participation Interests, or which would be inconsistent with or result in a violation of any provision of this Agreement. Without limiting the generality of the foregoing, Buyer shall have no obligation to, (i) vote to enable, or take any other action to permit the Seller to issue any interests of any nature or to issue any other interests convertible into or granting the right to purchase or exchange for any interests of such entity, or (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Participation Interests or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, Pledgor’s interest in the Participation Interest except for the Lien provided for by this Agreement, or (iv) enter into any agreement or undertaking restricting the right or ability of Pledgor or Buyer to sell, assign or transfer the Participation Interests.

The parties acknowledge that the Participation Interests have been sold by Pledgor to Seller pursuant to a Participation Agreement. Notwithstanding the foregoing, each Nationstar Party acknowledges and agrees that their respective rights with respect to the Purchased Assets, Purchased Items and Residual Collateral (including without limitation its security interest in the Purchased Items and Residual Collateral) are and shall continue to be at all times junior and subordinate to the rights of Buyer under this Agreement. The parties further acknowledge that the Buyer shall enter into Transactions and Purchase Price Increases hereunder with respect to Purchased Assets, Purchased Items and Residual Collateral, free and clear of any obligations under the Participation Agreement and that such Participation Agreement shall not confer any

obligations or liabilities on Buyer to any Nationstar Party. For the sake of clarity, if Buyer releases its security interest granted by Seller to Buyer hereunder in any Purchased Assets or other Purchased Items in accordance with the terms hereof, Buyer’s security interest in the related Underlying Assets and related Residual Collateral granted by Pledgor to Buyer hereunder shall be released concurrently therewith.

6.2Servicing.

(at)Servicing Rights Owned by Buyer; Buyer’s Right to Appoint Servicer. In recognition that each Participation Interest (including the related Servicing Rights of the Underlying Assets) is sold by Seller to Buyer on a servicing released basis and Buyer is the owner of the Servicing Rights related to each such Underlying Asset, Buyer shall have the sole right to appoint the Servicer for each Underlying Asset.

(au)Appointment of Servicer. Subject to Buyer’s right to appoint a successor Servicer at its discretion, Buyer hereby appoints Nationstar Servicer as the Servicer to subservice the Underlying Assets on behalf of Buyer as agent for Buyer for the period between the Purchase Date and the Repurchase Date of the Purchased Assets relating to such Underlying Assets. The right of Nationstar Servicer to service the Underlying Assets is on an interim basis only and does not provide or confer a contractual, ownership or other right for Nationstar Servicer to service the Underlying Assets, it being understood that upon payment of the Purchase Price, Buyer owns the Participation Interests in the related Servicing Rights and may assume servicing or appoint a Successor Servicer at any time. Further, the fact that Nationstar Servicer may be entitled to a servicing fee for interim servicing of the Underlying Assets or that Buyer may provide a separate notice of default to Nationstar Servicer regarding the servicing of the Underlying Assets shall not affect or otherwise change Buyer’s ownership of the Participation Interests related to the Servicing Rights related to the Underlying Assets.

(av)Interim Servicing Period; No Servicing Fee or Income. Nationstar Servicer’s right to interim service an Underlying Asset shall commence on the related Purchase Date and shall automatically terminate without notice on the earlier to occur of (i) the Repurchase Date or

(ii) the occurrence of an Event of Default that is continuing or Servicing Termination Event. If the interim servicing period expires with respect to any Underlying Asset for any reason other than Seller repurchasing such Purchased Asset and obtaining the release of such Underlying Asset, then such interim servicing period shall automatically terminate if not renewed by Buyer. In connection with any such renewal, Seller or the Servicer, as applicable, shall continue to interim service the Underlying Asset for a thirty (30) day extension period. Absent any such extension of the interim servicing period, Nationstar Servicer shall transfer servicing of the Underlying Asset (which shall include the delivery of all Servicing Records related to such Underlying Asset) to Buyer or its designee in accordance with the instructions of Buyer and any other applicable requirements of this Agreement. For the avoidance of doubt, upon expiration of the interim servicing period (including the expiration of any extension period) with respect to any Underlying Asset, Nationstar Servicer shall have no right to service the related Underlying Asset nor shall Buyer have any obligation to extend the interim servicing period (or continue to extend the interim servicing period), it being understood that upon such expiration, Nationstar Servicer shall promptly transfer the servicing of the related Underlying Asset to Buyer or its designee in accordance with the instructions of Buyer and any other applicable requirements of this Agreement. Buyer shall have no obligation to pay Nationstar Servicer, nor shall Nationstar Servicer have any right to deduct or retain, any servicing fee or similar compensation in connection with the interim servicing of an Underlying Asset.

(aw)Servicing Agreement. If there is a Servicer of the Underlying Assets other than Nationstar Servicer or Seller, Buyer or an Affiliate of Buyer, Nationstar Parties shall enter into a Servicing Agreement with the Servicer on behalf of Buyer, which such Servicing Agreement shall be on terms agreed to by Buyer, and which shall include, at a minimum,

(iii)a recognition by the Servicer of Buyer’s interests and rights to the Participation Interests in the Underlying Assets as provided under this Agreement, including, without limitation, Buyer’s ownership of the Participation Interests in the Servicing Rights related to the Underlying Assets; (ii) an obligation for the Servicer to subservice the Underlying Assets consistent with the degree of skill and care that the Servicer customarily requires with respect to similar Mortgage Loans owned or managed by it but in no event no less than in accordance with Accepted Servicing Practices; (iii) an obligation to comply with all applicable federal, state and local laws and regulations; (iv) an obligation to maintain all state and federal licenses necessary for it to perform its subservicing responsibilities; (v) an obligation not to impair the rights of Buyer in any Underlying Asset or any payment thereon, and (vi) an obligation to collect all Income in respect of the Underlying Assets on behalf of Buyer, in trust, in segregated custodial accounts and remit such Income to the Custodial Account on a monthly basis if required hereunder. Further, such Servicing Agreement shall contain express reporting requirements and other rights to allow Buyer to inspect the records of the Servicer with respect to the Underlying Assets. Buyer may terminate the subservicing of any Underlying Asset with the then existing Servicer in accordance with either Section 6.2(f) or Section 6.2(l).

(ax)Servicing Obligations of Nationstar Servicer. To the extent Nationstar Servicer shall subservice any Underlying Asset on behalf of Buyer, Nationstar Servicer shall:

(iii)Service and administer the Underlying Assets on behalf of Buyer in accordance with prudent mortgage loan servicing standards and procedures generally accepted in the mortgage banking industry and in accordance with the degree of care and servicing standards generally prevailing in the industry, including all applicable requirements of the Agency Guides, applicable law, FHA Regulations, VA Regulations and RD Regulations and the requirements of any private mortgage insurer, as applicable, and the requirements of any applicable Purchase Commitment and the Approved Investor, so that neither the eligibility of the Underlying Asset and any related Pledged Security for purchase under such Purchase Commitment nor the FHA Mortgage Insurance, VA Loan Guaranty Agreement, RD Loan Guaranty Agreement or any other applicable insurance or guarantee in respect of such Underlying Assets, if any, is voided or reduced by such servicing and administration;

(iv)Subject to Section 6.2(g), and to the extent not otherwise held by the Custodian, Nationstar Servicer shall at all times maintain and safeguard the Mortgage Loan File for the Underlying Asset in accordance with applicable law and lending industry custom and practice and shall hold the Mortgage Loan File in trust for Buyer, and in any event shall maintain and safeguard photocopies of the documents delivered to Buyer pursuant to Section 3.3, and accurate and complete records of its servicing of the Underlying Asset; Nationstar Servicer’s possession of such Mortgage Loan File is for the sole purpose of subservicing such Underlying Asset and such retention and possession by Nationstar Servicer is in a custodial capacity only;

(v)Buyer may, at any time during Nationstar Servicer’s business hours on reasonable notice, examine and make copies of such documents and records, or require delivery of the originals of such documents and records to Buyer or its designee;

(vi)Nationstar Servicer shall deliver to Buyer all such reports with respect to the Underlying Assets required in the Transactions Terms Letter at the times and on the dates set forth therein. In addition, at Buyer’s request, Nationstar Servicer shall promptly deliver to Buyer reports regarding the status of any Underlying Asset being subserviced by it, which reports shall include, but shall not be limited to, a description of any default thereunder for more than thirty (30) days or such other circumstances that could reasonably be expected to cause a material adverse effect with respect to such Underlying Asset, Buyer’s title to such Underlying Asset or the collateral securing such Underlying Asset; Nationstar

Servicer is required to deliver such reports until the repurchase of the Underlying Asset by Seller; and

(vii)Nationstar Servicer shall immediately notify Buyer if Nationstar Servicer becomes aware of any payment default that occurs under an Underlying Asset.

(ay)Sale or Transfer of Servicing Rights by Buyer. Buyer may sell or transfer any rights to service an Underlying Asset without the prior written consent of Nationstar Parties or any Servicer.

(az)Release of Mortgage Loan Files. Nationstar Servicer shall release its custody of the contents of any Mortgage Loan File only in accordance with the written instructions of Buyer, except when such release is required as incidental to Nationstar Servicer’s subservicing of the Underlying Asset, is required to complete the Purchase Commitment, or as required by law.

(ba)Right to Appoint Successor Servicer. Buyer reserves the right, in its discretion, to appoint a successor servicer to service any Underlying Asset (each a “Successor Servicer”). In the event of such an appointment, Nationstar Parties or the Servicer, as applicable, shall perform all acts and take all action so that any part of the Mortgage Loan File and related Servicing Records held by Nationstar Parties or the Servicer, together with all funds in the Custodial Account and other receipts relating to such Underlying Asset, are promptly delivered to the Successor Servicer. Nationstar Parties shall have no claim for servicing Fees, lost profits or other damages if Buyer appoints a Successor Servicer hereunder.

(bb)Custodial Account. Upon the occurrence and during the continuation of an Event of Default, Nationstar Parties shall and shall cause the Servicer to remit all income to an account designated by Buyer.

(bc)Servicer Notice. As a condition precedent to Buyer funding the Purchase Price for any Underlying Asset serviced by a Servicer other than a Nationstar Party, Buyer or an Affiliate of Buyer, Nationstar Parties shall provide to Buyer a Servicer Notice addressed to and agreed to by the Servicer, advising the Servicer of such matters as Buyer may reasonably request, including, without limitation, recognition by the Servicer of Buyer’s interest in such Underlying Assets and ownership of the Participation Interests in the Servicing Rights related thereto and the Servicer’s agreement that upon receipt of notice of an Event of Default from Buyer, it will follow the instructions of Buyer with respect to the subservicing of the Underlying Assets.

(bd)Notification of Servicer Defaults. If a Nationstar Party should discover that, for any reason whatsoever, any entity responsible to a Nationstar Party by contract for managing or servicing any such Underlying Asset has failed to perform fully a Nationstar Party’s obligations under this Agreement or any of the obligations of such entities with respect to the Underlying Assets, such Nationstar Party shall promptly notify Buyer.

(be)Termination. Buyer shall have the right at any time to immediately terminate the Nationstar Parties’ or the Servicer’s right, as applicable, to subservice the Underlying Assets due to a Servicing Termination Event or for any other any reason without payment of any penalty or termination fee. Nationstar Parties shall cooperate, or cause the Servicer to cooperate, in transferring the servicing of the Underlying Assets to a successor subservicer appointed by Buyer. For the avoidance of doubt any termination of the Servicer’s rights to service by the Buyer pursuant to an Event of Default shall be deemed part of an exercise of the Buyer’s rights to cause the liquidation, termination or acceleration of this Agreement.

(bf)Buyer’s Right to Service. Buyer or its designee, at the Buyer’s discretion, shall be entitled to service some or all of the Underlying Assets, including, without limitation, receiving and collecting all sums payable in respect of same. Upon Buyer’s determination and written notice to Nationstar Parties or the Servicer, as applicable, that Buyer desires to

service some or all of the Underlying Assets, Nationstar Parties shall promptly cooperate, or shall cause the Servicer to promptly cooperate, with all instructions of Buyer and do or accomplish all acts or things necessary to effect the transfer of the servicing to Buyer or its designee, at Nationstar Parties’ sole expense. Upon Buyer’s or its designee’s servicing of the Underlying Assets, (i) Buyer may, in its own name or in the name of Nationstar Parties or otherwise, demand, sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for the Underlying Asset(s), but shall be under no obligation to do so; (ii) Nationstar Parties shall, if Buyer so requests, pay to Buyer all amounts received by Nationstar Parties upon or in respect of the Underlying Asset(s) or other Purchased Items, advising Buyer as to the source of such funds; and (iii) all amounts so received and collected by Buyer shall be held by it as part of the Purchased Items or applied against any outstanding Repurchase Price owed Buyer.

6.3Margin Account Maintenance.

(bg)Asset Value. Buyer shall have the right to determine the Asset Value of each Purchased Asset and its related Underlying Asset at any time. For the avoidance of doubt, the Asset Value of a Purchased Asset shall be determined with respect to the Asset Value of the related Underlying Asset; provided that if a Purchased Asset fails to qualify as an Eligible Participation Interest, Buyer may mark the Asset Value of such Purchased Asset (and all related Underlying Assets) to zero.

(bh)Margin Deficit and Margin Call. If Buyer shall determine in good faith at any time that (x) the Asset Value of a Purchased Asset (or any related Underlying Asset) subject to a Transaction is less than the related Purchase Price for such Purchased Asset (or such related Underlying Asset, as applicable), (y) the aggregate Asset Value of all Purchased Assets subject to one or more Transactions is less than the Aggregate Outstanding Purchase Price for such Transaction or Transactions, or (z) the aggregate Asset Value of all Purchased Assets subject to all Transactions is less than the Aggregate Outstanding Purchase Price for such Transactions (in any such case, a “Margin Deficit”), then Buyer may, at its sole option and by notice to Nationstar Parties (as such notice is more particularly set forth below, a “Margin Call”), require Nationstar Parties to either:

(iv)transfer to Buyer or its designee cash or, at Buyer’s sole option, additional Participation Interests related to Eligible Underlying Assets approved by Buyer (“Additional Underlying Assets”) so that (x) the individual Asset Value of such Purchased Asset (and related Underlying Assets), (y) the aggregate Asset Value of such Purchased Assets subject to such Transaction, or (z) the aggregate Asset Value of all Eligible Assets and Eligible Underlying Assets subject to Transactions, as the case may be, including any such cash or additional Participation Interests related to Additional Underlying Assets tendered by Seller

, will thereupon equal or exceed the individual or Aggregate Outstanding Purchase Price(s), as applicable; or

(v)pay one or more Repurchase Prices in an amount sufficient to reduce the outstanding Purchase Prices in an amount equal to or below the Asset Value of the Purchased Asset(s) (and related Underlying Asset(s)).

If Buyer delivers a Margin Call to Nationstar Parties on or prior to 12:00 p.m. (New York City time) on any Business Day, then Nationstar Parties shall transfer cash to Buyer or additional Participation Interests related to Additional Underlying Assets, as applicable, no later than 5:00

p.m. (New York City time) that same day. If Buyer delivers a Margin Call to Nationstar Parties after 12:00 p.m. (New York City time) on any Business Day, Nationstar Parties shall be required to transfer cash or Additional Underlying Assets no later than 5:00 p.m. (New York City time) on the next subsequent Business Day. Notice of a Margin Call may be provided by Buyer to Nationstar Parties electronically or in writing, such as via electronic mail or posting such notice on Buyer’s customer website(s).

(bi)Buyer’s Discretion. Buyer’s election not to make a Margin Call at any time there is a Margin Deficit shall not in any way limit or impair its right to make a Margin Call at any time a Margin Deficit exists.

(bj)Over/Under Account. Buyer may withdraw from the Over/Under Account amounts equal to any Margin Deficit which is not otherwise satisfied by Seller within the time frames provided in this Section 6.3.

(bk)Credit to Repurchase Price. Any cash transferred to Buyer pursuant to this Section 6.3 shall be credited to the Repurchase Price of the related Transaction(s).

6.1Custody of Mortgage Loan Documents.

(bl)Custodial Arrangements. With respect to Underlying Assets, Buyer may appoint (i) prior to the occurrence of a Potential Default or an Event of Default that is continuing, any Person mutually agreed upon between Buyer and Nationstar Parties, or (ii) following the occurrence and during the continuation of a Potential Default or an Event of Default, any Person in Buyer’s sole discretion, in each case, to act as the Custodian to hold possession of the Mortgage Loan Documents and the Agency Documents (or a portion thereof) and to take actions at the direction of Buyer. If any Person other than Buyer is appointed as Custodian, it shall be a condition precedent to Buyer entering into any Transactions hereunder that Nationstar Parties, Buyer and Custodian enter into a Custodial Agreement acceptable to Buyer. Nationstar Parties hereby consent to any and all such appointments and agrees to deliver the Mortgage Loan Documents and certain of the Agency Documents to the Custodian upon the direction of Buyer. Nationstar Parties further agree that (i) the Custodian shall be exclusively the agent, bailee and/or custodian of Buyer; (ii) receipt of the Mortgage Loan Documents or the Agency Documents by the Custodian shall be constructive receipt by Buyer of such documents; (iii) Nationstar Parties shall not have and shall not attempt to exercise any degree of control over the Custodian or any Mortgage Loan Document or Agency Document held by the Custodian; and (iv) Buyer shall not be liable for any act or omission by the Custodian selected by Buyer with reasonable care. Buyer and Nationstar Parties hereby acknowledge and agree to enter into a Ginnie Mae EBO Custodial Agreement as soon as possible following this date of this Agreement.

(bm)Temporary Withdrawal of Mortgage Loan Documents for Correction. Buyer may permit Nationstar Parties to withdraw, for a period not to exceed ten (10) Business Days, specified Mortgage Loan Documents for the purpose of correcting or completing such documents or servicing the related Underlying Asset; provided, however, that unless otherwise agreed to by Buyer in writing, in no event shall the outstanding balance of the Transactions related to such Mortgage Loan Documents exceed the file limit specified in Section 9 of the Custodial Agreement; provided, further, that any Mortgage Loan Documents that are withdrawn by or at the request of Nationstar Parties and delivered to a Person other than Nationstar Parties shall at all times be covered by one or more Bailee Agreements, true and complete and fully executed copies of which shall be delivered to Buyer. Notwithstanding the foregoing, Buyer shall be deemed to be in possession of any Mortgage Loan Documents released pursuant to this Section 6.4(b), and the interest of Buyer in the related Underlying Asset shall continue unimpaired until the Mortgage Loan Documents are returned to, or the Repurchase Prices with respect thereto are received by, Buyer.

(bn)Delivery of Mortgage Loan Documents to Approved Investors. Provided that no Potential Default or Event of Default has occurred and is continuing, upon the written request of Nationstar Parties, Buyer may, at its option, deliver to an Approved Investor set forth in the related Purchase Commitment, or its custodian, the Mortgage Loan Documents relating to a specified Underlying Asset. All such Underlying Assets and the related Mortgage Loan Documents shall at all times be covered by one or more Bailee Agreements, and Buyer or its designee will not release Mortgage Loan Files to an

Approved Investor unless Buyer or its Custodian has received a true and complete and fully executed Bailee Agreement from the Approved Investor. Notwithstanding the foregoing, Buyer shall be deemed to be in possession of any Mortgage Loan Documents released pursuant to this Section 6.4(c), and the interest of Buyer in the related Underlying Asset shall continue unimpaired until the Mortgage Loan Documents are returned to, or the Repurchase Prices with respect thereto are received by, Buyer. If the Approved Investor does not purchase an Underlying Asset as contemplated by the related Purchase Commitment, Nationstar Parties shall, upon the request of Buyer, assist Buyer in the recovery of any Mortgage Loan Documents not returned by the Approved Investor to Buyer.

(bo)Delivery of Mortgage Loan Documents Relating to Mortgage-Backed Securities. Upon the written request of Nationstar Parties, Buyer may, at its option, deliver to the certifying custodian or permit the delivery to the certifying custodian of the Mortgage Loan Documents relating to those Underlying Assets that will be pooled to support a Mortgage- Backed Security. All such Underlying Assets and the related Mortgage Loan Documents shall at all times be covered by a Bailee Agreement, and Buyer or its designee will not release Mortgage Loan Documents to a certifying custodian unless Buyer or its designee has received a signed tri-party custodial agreement from such custodian, in a form acceptable to Buyer. Buyer shall have no obligation to release or permit the release of any Mortgage Loan Documents to any certifying custodian that will not sign a custodial agreement acceptable to Buyer. Notwithstanding the foregoing, Buyer shall be deemed to be in possession of any Mortgage Loan Documents released pursuant to this Section 6.4(d), and the interest of Buyer in the related Underlying Asset shall continue unimpaired until the Mortgage Loan Documents are returned to, or proceeds thereof are received by, Buyer. Nationstar Parties shall pay for all costs of the certifying custodian and use its best efforts to ensure that the issuer delivers the Mortgage-Backed Securities to the Buyer on the related Settlement Date.

6.4Repurchase and Release of Purchased Assets. Provided that no Event of Default, Event of Early Termination or Potential Default has occurred and is continuing, Seller may repurchase a Purchased Asset (or obtain the release of related Underlying Assets, as applicable) by either:

(bp)paying, or causing an Approved Investor to pay, to Buyer, subject to Sections 4.7 and 4.8 above, the Repurchase Price; or

(bq)transferring to Buyer cash and/or additional Participation Interests relating to Underlying Assets satisfactory to Buyer, in aggregate amounts sufficient to cover the amount by which the aggregate amount of Transactions then outstanding hereunder (plus accrued interest and accrued fees with respect thereto) exceeds the Asset Value of the existing Purchased Assets, excluding the Purchased Assets (and related Underlying Assets) to be released; provided that (i) such additional Assets shall be deemed part of a new Transaction, (ii) the conditions precedent in Section 7.2 shall be satisfied prior to any such transfer, and (iii) any such transfer shall only relate to repurchases of Purchased Assets (and release of related Underlying Assets) with respect to the Committed Amount.

Upon receipt of the applicable amount, as set forth above, Buyer shall (i) with respect to Underlying Assets, deliver or shall cause the Custodian to deliver the related Mortgage Loan Documents to Nationstar Party or Nationstar Party’s designee, if such documents have not already been delivered pursuant to a Bailee Agreement, and (ii) with respect to Pledged Securities, deliver the Pledged Security to the applicable Nationstar Party or Approved Investor, as applicable, on a delivery versus payment basis. If any such release gives rise to or perpetuates a Margin Deficit, Buyer shall notify Seller of the amount thereof and Seller shall thereupon satisfy the Margin Call in the manner specified in Section 6.3(b). Buyer shall have no obligation to release an Underlying Asset or Pledged Security or terminate its security interest in such Underlying Asset or Pledged Security until such Margin Call is satisfied.

6.2Repurchase Transactions. Beginning on the related Purchase Date and prior to the related Repurchase Date, Buyer shall have free and unrestricted use of all Purchased Assets (and related

Underlying Assets) and may in its discretion and without notice to Nationstar Parties engage in repurchase transactions with respect to any or all of the Underlying Assets or otherwise pledge, hypothecate, assign, transfer or convey any or all of the Purchased Assets (and related Underlying Assets) (such transactions, “Repurchase Transactions”); provided, however, so long as an Event of Default shall not have occurred that is continuing, Buyer shall sell to Nationstar Parties on the applicable Repurchase Date the actual Purchased Assets (and release the related Underlying Assets) and not equivalents thereof. Nothing contained in this Agreement shall obligate Buyer to segregate any Purchased Asset or Purchased Item or Residual Collateral delivered to Buyer by Nationstar Parties. Nationstar Parties shall not be responsible for any additional obligations, costs or fees in connection with such Repurchase Transactions. Nationstar Parties shall not take any action inconsistent with Buyer’s ownership of a Purchased Asset (representing the Participation Interests in the related Underlying Assets) and shall not claim any legal, beneficial or other interest in such a Purchased Asset other than the limited right and obligations to provide servicing of such Underlying Assets (representing the Participation Interests in the related Underlying Assets) where Buyer designates Nationstar Servicer as servicer as provided in Section 6.2.

6.3Periodic Due Diligence. Nationstar Parties acknowledge that Buyer has the right at any time during the term of this Agreement to perform continuing due diligence reviews with respect to the Purchased Assets and the Underlying Assets, for purposes of verifying compliance with the representations, warranties, covenants and specifications made hereunder or under any other Principal Agreement, or otherwise, and Nationstar Parties agree that upon reasonable (but no less than one (1) Business Day’s) prior notice to Nationstar Parties (provided that upon the occurrence of a Potential Default or an Event of Default, no such prior notice shall be required), Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, make copies of, and make extracts of, the Mortgage Loan Files, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Nationstar Parties, Custodian or Servicer. Further, Nationstar Parties will make available to Buyer knowledgeable financial or accounting officer and will instruct such officer to answer candidly and fully, at no cost to Buyer, any and all questions that any authorized representative of Buyer may address to them in reference to the Mortgage Loan Files, Purchased Assets and Underlying Assets. Without limiting the generality of the foregoing, Nationstar Parties acknowledge that Buyer shall purchase Assets from Seller based solely upon the information provided by Nationstar Parties to Buyer in the Asset Data Records and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right, at any time to re-underwrite any of the Underlying Assets itself or engage a third party underwriter to perform such re-underwriting. Nationstar Parties agree to cooperate with Buyer and any third party underwriter in connection with such re-underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Nationstar Parties. Nationstar Parties and Buyer further agree that all out-of- pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 6.7 shall be paid by Nationstar Parties.

ARTICLE 7 CONDITIONS PRECEDENT

7.1Initial Transaction. As conditions precedent to Buyer considering whether to enter into the initial Transaction hereunder:

(br)Nationstar Parties shall have delivered to Buyer, in form and substance satisfactory to Buyer:

(vi)Each of the Principal Agreements duly executed by each party thereto and in full force and effect, free of any modification, breach or waiver;

(vii)subject to Section 9.17, an opinion of Nationstar Parties’ outside counsel as to such matters as Buyer may reasonably request, including, without limitation, with respect to Buyer’s perfected security interest in the Purchased Assets, the Purchased Items and Residual Collateral; a non-contravention, enforceability and corporate opinion (which corporate opinion may be given by Nationstar Parties’

internal counsel) with respect to Nationstar Parties, if any; an opinion with respect to the inapplicability of the Investment Company Act of 1940 to Nationstar Parties; and a Bankruptcy Code opinion with respect to the matters outlined in Section 14.19, each in form and substance acceptable to Buyer;

(viii)a Power of Attorney duly executed by each Nationstar Party and notarized;

(ix)a certified copy of Seller’s articles or certificate of incorporation and bylaws (or corresponding organizational documents if Seller is not a corporation) and, if required by Buyer, a certificate of good standing issued by the appropriate official in Seller’s jurisdiction of organization, in each case, dated no less recently than fourteen (14) days prior to the Effective Date;

(x)a certificate of Seller’s corporate secretary, in form and substance acceptable to Buyer, dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Seller executing the Principal Agreements and the resolutions of the board of directors of each Nationstar Party (or its equivalent governing body or Person), in form and substance acceptable to Buyer;

(xi)independently audited financial statements of Nationstar Parties (and their respective Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Buyer, together with an auditor’s opinion that is unqualified or otherwise is consented to in writing by Buyer;

(xii)if more than six (6) months has passed since the close of the most recently ended fiscal year, interim financial statements of Nationstar Parties covering the period from the first day of the current fiscal year to the last day of the most recently ended month;

(xiii)[reserved];

(xiv)copies of Nationstar Parties’ errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Buyer, showing compliance by Seller with Section 9.9 below;

(xv)if required by Buyer, a subordination agreement, in form and substance satisfactory to Buyer, executed by any Person which is, as of the Effective Date, a creditor of Nationstar Parties, including each Affiliate of Nationstar Parties that is a creditor of Nationstar Parties;

(xvi)[reserved];

(xvii)the Facility Fee, if applicable;

(xviii)the Participation Certificate re-registered in the name of the Buyer;

(xix)[reserved]; and

(xx)such other documents as Buyer or its counsel may reasonably request.

(bs)Buyer shall have determined that it has received satisfactory evidence that the appropriate Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary in order to create in favor of Buyer, a perfected first priority security interest in the Purchased Assets and related Purchased Items and other Residual Collateral should any of the Transactions be deemed to be loans, and same shall have been duly executed and appropriately filed or recorded in each office of each jurisdiction in which such filings and recordation’s are required to perfect such first priority security interest.

(bt)Buyer shall have determined that it has satisfactorily completed its due diligence review of Seller’s operations, business and financial condition.

(bu)Nationstar Parties shall have provided evidence, satisfactory to Buyer, that Nationstar Parties have all Approvals and such Approvals are in good standing.

7.2All Transactions. As conditions precedent to Buyer (or Custodian if set forth below) considering whether to enter into any Transaction hereunder (including the initial Transaction), or whether to continue a Transaction, in the case of a Transaction in respect of Mortgage Loans which convert to Certified Mortgage Loans on the related Pooling Date or a Transaction in respect of Certified Mortgage Loans which convert to a Mortgage-Backed Security on the related Settlement Date, as applicable:

(bv)Nationstar Parties shall have delivered to Buyer, in form and substance satisfactory to Buyer and not later than the Transaction Request Deadline:

(xxi)an Asset Data Record for the Assets subject to the proposed Transaction, which Asset Data Record may be an individual record or part of a group report and shall be authenticated by Seller with the PIN or the handwritten signature of an authorized officer of Seller;

(xxii)to Custodian, a complete Mortgage Loan File for each Mortgage Loan subject to the proposed Transaction, unless such Mortgage Loan is a Wet Mortgage Loan;

(xxiii)a true and complete copy of a Purchase Commitment for the Assets subject to the proposed Transaction, unless the Transactions Terms Letter states otherwise;

(xxiv)written evidence that all Transaction Requirements have been satisfied;

(xxv)a schedule identifying each Asset subject to the proposed Transaction as either a Safe Harbor Qualified Mortgage, a Rebuttable Presumption Qualified Mortgage or a Bond Loan – 1st Lien, as applicable; and

(xxvi)such other documents pertaining to the Transaction as Buyer may reasonably request, from time to time.

(bw)(i) On or prior to the Pooling Date for any Certified Mortgage Loan that is a Pooled Mortgage Loan, Nationstar Parties shall deliver or cause to be delivered (A) to Buyer, an executed Certified Mortgage Loan Trust Receipt from the Custodian relating to such Mortgage Loan in form and substance satisfactory to Buyer, (B) to the Custodian (or otherwise made available to the Custodian), all documents, schedules and forms required by and in accordance with the Custodial Agreement and (C) to Buyer, a copy of each of the applicable Agency Documents, that has been delivered to the applicable Agency indicating Custodian’s initial certification of the Certified Mortgage Loans; and

(ii) on or prior to the Purchase Date for any Certified Mortgage Loan that is a Portfolio Mortgage Loan, Nationstar Parties shall deliver or cause to be delivered (A) to Buyer, an executed Certified Mortgage Loan Trust Receipt from the Custodian relating to such Mortgage Loan in form and substance satisfactory to Buyer, (B) all documents, schedules and forms required by and in accordance with the Custodial Agreement, to Custodian (or otherwise made available to Custodian) and (C) to Buyer, a copy of each of the applicable Agency Documents indicating Custodian’s initial certification of the Certified Mortgage Loans.

(bx)On or prior to the related Settlement Date for any Mortgage-Backed Security, Nationstar Parties shall have provided Buyer with the CUSIP number for such Mortgage-Backed Security.

(by)Nationstar Parties shall have paid all fees (including Facility Fees and Unused Facility Fees), expenses, indemnity payments and other amounts that are then due and owing under the Principal Agreements;

(bz)No rescission notice and/or notice of right to cancel shall have been improperly delivered to the Mortgagor in respect of any Eligible Mortgage Loan, and the rescission period related to such Eligible Mortgage Loan shall have expired;

(ca)Nationstar Parties shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered;

(cb)The representations and warranties of Nationstar Parties set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Transaction. At the request of Buyer, Buyer shall have received an officer’s certificate signed by a responsible officer of a Nationstar Party certifying as to the truth and accuracy of same;

(cc)If required by Buyer, Nationstar Parties shall have performed all agreements to be performed by it hereunder, and after giving effect to the requested Transaction, there shall exist no Event of Default or Potential Default hereunder;

(cd)No Potential Default, Event of Early Termination, Event of Default or a Material Adverse Effect shall have occurred and be continuing;

(ce)If applicable, a Servicing Agreement duly executed by the Servicer and Nationstar Parties and a Servicer Notice duly executed by the Servicer;

(cf)Buyer shall have received a Seller’s Release or Warehouse Lender’s Release, as applicable, in accordance with the Custodial Agreement for each Underlying Asset that is subject to a security interest (including any precautionary security interest) immediately prior to the Purchase Date that is duly executed by the related secured party and Nationstar Parties and in form and substance satisfactory to Buyer, and such secured party shall have filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Underlying Asset, and each such release and Uniform Commercial Code termination statement has been delivered to Buyer prior to each Transaction and to the Custodian as part of the Mortgage Loan File.

(cg)Buyer shall have received a copy of any amendments or updates to Guarantor’s underwriting guidelines certified by Guarantor to be a true and complete copy (to the extent not already delivered to Buyer) that clearly identifies the changes to Guarantor’s underwriting guidelines, and Buyer shall have approved such amendments or updates unless otherwise waived by Buyer. For the sake of clarity, if Buyer has not approved such amendments or updates, Buyer shall have no obligation to enter into any Transaction in respect of any Mortgage Loans that were originated in accordance with such amended or updated underwriting guidelines;

(ch)For each Asset subject to a Purchase Commitment or other hedging arrangement, an assignment of such Purchase Commitment or hedging arrangement duly executed by Guarantor and the related Approved Investor or hedging party, as applicable, and in favor of Buyer;

(ci)Nationstar Parties shall have deposited all amounts required under Section 6.2(i) into the Custodial Account;

(cj)On or prior to the Pooling Date or Purchase Date for any Eligible Certified Mortgage Loan, to the extent not provided on or prior to the Closing Date, Nationstar Parties shall have delivered to Buyer, in form and substance satisfactory to Buyer, the Freddie Mac Agreement or the Fannie Mae Agreement, as applicable based on the Agency such Mortgage Loans were certified by, duly executed by each party thereto and in full force and effect, free of any modification, breach or waiver; and

(ck)Nationstar Parties hereby acknowledge that, in order for Buyer to satisfy the “good delivery standards” of the Securities Industry and Financial Markets Association (“SIFMA”) as set forth in the SIFMA Uniform Practices Manual and SIFMA’s Uniform Practices for the Clearance and Settlement of Mortgage Backed Securities and other Related Securities, in each case, as amended from time to time, Buyer must deliver each Trade Assignment in respect of Pooled Mortgage Loans or Mortgage-Backed Securities to the related Approved Investor no later than seventy-two (72) hours prior to settlement of the related Mortgage-Backed Security. Nationstar Parties hereby acknowledge and agree to deliver to Buyer, in form and substance satisfactory to Buyer and not later than 1:00 a.m. (New York City time) on the date on which such seventy-two (72) hour period commences, each related Trade Assignment (solely to the extent such Pooled Mortgage Loan is not pooled with Mortgage Loans financed by a third party pursuant to a joint pooling arrangement) executed by Nationstar Parties, together with a true and complete copy of the related Purchase Commitment for any Pooled Mortgage Loans or Mortgage-Backed Security subject to the proposed Transaction that are subject to a Purchase Commitment.

For the avoidance of doubt, notwithstanding that foregoing conditions may be satisfied with respect to any Transaction request, Buyer shall be under no obligation to enter into any Transaction with respect to the Uncommitted Amount and whether the Buyer enters into any Transaction with respect to the Uncommitted Amount shall be at the discretion of Buyer.

7.1[Reserved].

7.2Satisfaction of Conditions. The entering into of any Transaction prior to or without the fulfillment by Nationstar Parties of all the conditions precedent thereto, whether or not known to Buyer, shall not constitute a waiver by Buyer of the requirements that all conditions, including the non- performed conditions, shall be required to be satisfied with respect to all Transactions. All conditions precedent hereunder are imposed solely and exclusively for the benefit of Buyer and may be freely waived or modified in whole or in part by Buyer. Any waiver or modification asserted by Nationstar Parties to have been agreed by Buyer must be in writing. Buyer shall not be liable to Nationstar Parties for any costs, losses or damages arising from Buyer’s determination that any Nationstar Party has not satisfactorily complied with any applicable condition precedent.

ARTICLE 8 REPRESENTATIONS AND WARRANTIES

8.1Representations and Warranties Concerning Nationstar Parties. Each Nationstar Party represents and warrants to and covenants with Buyer that the following representations and warranties are true and correct as of the Effective Date through and until the date on which all obligations of Nationstar Parties under this Agreement are fully satisfied.

(cl)Due Formation and Good Standing. Each Nationstar Party is (i) duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the full legal power and authority and has all governmental licenses, authorizations, consents and approvals, necessary to own its property and to carry on its business as currently conducted, and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the transaction of its business makes such qualification necessary.

(cm)Authorization. The execution, delivery and performance by each Nationstar Party of the Principal Agreements and all other documents and transactions contemplated thereby, are within such Nationstar Party’s corporate powers, have been duly authorized by all necessary corporate action and do not constitute or will not result in (i) a breach of any of the terms, conditions or provisions of any Nationstar Party’s articles or certificate of incorporation or bylaws (or corresponding organizational documents if a Nationstar Party is not a corporation); (ii) a material breach of any legal restriction or any agreement or instrument to which any Nationstar Party is now a party or by which it is bound; (iii) a material default or an acceleration under any of the foregoing; or (iv) the violation of any

law, rule, regulation, order, judgment or decree to which any Nationstar Party or its property is subject.

(cn)Enforceable Obligation. The Principal Agreements and all other documents contemplated thereby constitute legal, binding and valid obligations of each Nationstar Party, enforceable against such Nationstar Party in accordance with their respective terms, except as limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditor’s rights.

(co)Approvals. The execution and delivery of the Principal Agreements and all other documents contemplated thereby and the performance of each Nationstar Party’s obligations thereunder do not require any license, consent, approval, authorization or other action of any Governmental Authority or any other Person, or if required, such license, consent, approval, authorization or other action has been obtained prior to the Effective Date.

(cp)Compliance with Laws. Each Nationstar Party is not in violation of any of its articles or certificate of incorporation or bylaws (or corresponding organizational documents if such Nationstar Party is not a corporation), of any provision of any applicable law, or of any judgment, award, rule, regulation, order, decree, writ or injunction of any court or public regulatory body or authority that would be reasonably likely to have a Material Adverse Effect with respect to such Nationstar Party.

(cq)Financial Condition. All financial statements of each Guarantor delivered to Buyer fairly and accurately present the financial condition of the parties for whom such statements are submitted. The financial statements of Guarantor have been prepared in accordance with GAAP consistently applied throughout the periods involved, and there are no contingent liabilities not disclosed thereby that would adversely affect the financial condition of Guarantor. Since the close of the period covered by the latest financial statement delivered to Buyer with respect to Guarantor, there has been no material adverse change in the assets, liabilities or financial condition of Guarantor nor is Guarantor aware of any facts that, with or without notice or lapse of time or both, would or could result in any such material adverse change. No event has occurred, including, without limitation, any litigation or administrative proceedings, and no condition exists or, to the knowledge of Guarantor, is threatened, that (i) might render such Guarantor unable to perform its obligations under the Principal Agreements and all other documents contemplated thereby; (ii) would constitute a Potential Default or Event of Default; or (iii) would be reasonably likely to have a Material Adverse Effect with respect to such Guarantor.

(cr)Credit Facilities. As of the Effective Date, the only credit facilities, including repurchase agreements for mortgage loans and mortgage-backed securities, of each Nationstar Party that are presently in effect and are secured by mortgage loans or provide for the purchase, repurchase or early funding of mortgage loan sales, are with Persons disclosed to Buyer at the time of application and set forth on Exhibit M, or thereafter, disclosed by each Nationstar Party to Buyer in an officer’s certificate delivered pursuant to Section 9.1(c).

(cs)Title to Assets. Each Nationstar Party has good, valid, insurable (in the case of real property) and marketable title to all of its properties and other assets, whether real or personal, tangible or intangible, reflected on the financial statements delivered to Buyer with respect to such Nationstar Party, except for such properties and other assets that have been disposed of in the ordinary course of business of such Nationstar Party’s mortgage banking business, and all such properties and other assets are free and clear of all liens except as disclosed in such financial statements.

(ct)Litigation. There are no actions, claims, suits, investigations or proceedings pending, or to the knowledge of any Nationstar Party, threatened or reasonably anticipated against or affecting any Nationstar Party or any of its Subsidiaries or Affiliates or any of the property thereof in any court or before or by any arbitrator, government commission, board, bureau or other administrative agency that, if adversely determined, may reasonably be expected to result in a Material Adverse Effect.

(cu)Payment of Taxes. Each Nationstar Party has timely filed all income Tax returns and all other material Tax returns and reports required to be filed and has paid all income Taxes and all other material Taxes, assessments, fees and other governmental charges levied upon it or its property or income (whether or not shown on such Tax returns) that are due and payable, including interest and penalties, or has provided adequate reserves for the payment thereof in accordance with GAAP. Any Taxes, fees and other governmental charges payable by each Nationstar Party in connection with a Transaction and the execution and delivery of the Principal Agreements have been paid.

(cv)No Defaults. No Nationstar Party is in default under any indenture, mortgage, deed of trust, agreement or other instrument or contractual or legal obligation to which it is a party or by which it is bound in any respect that may reasonably be expected to result in a Material Adverse Effect.

(cw)ERISA. Each Nationstar Party and each Plan is in compliance in all material respects with the requirements of ERISA and the Code, and no Reportable Event has occurred with respect to any Plan maintained by each Nationstar Party or any of its ERISA Affiliates. The present value of all accumulated benefit obligations under each Plan subject to Title IV of ERISA or Section 412 of the Code (based on the assumptions used for purposes of Accounting Standards Codification (ASC) 715) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all Plans (based on the assumptions used for purposes of ASC 715) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such Plans. Each Nationstar Party and its Subsidiaries and their ERISA Affiliates do not provide any material medical or health benefits to former employees other than as required by the Consolidated Omnibus Budget Reconciliation Act, as amended, or similar state or local law (collectively, “COBRA”) at no cost to the employer. The assets of each Nationstar Party are not “plan assets” within the meaning of 29 CFR Section 2510.3-101 as modified by section 3(42) of ERISA.

(cx)Approved Mortgagee. Guarantor is an approved FHA, VA, RD, Ginnie Mae, Fannie Mae and/or Freddie Mac seller, issuer, mortgagee and/or servicer and is in good standing with these agencies.

(cy)True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of each Nationstar Party or any of its Subsidiaries to Buyer in connection with the negotiation, preparation or delivery of this Agreement and the other Principal Agreements or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein ortherein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by or on behalf of each Nationstar Party or any of its Subsidiaries to Buyer in connection with this Agreement and the other Principal Agreements and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. There is no fact known to any Nationstar Party that, after due inquiry, could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Principal Agreements or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to Buyer for use in connection with the transactions contemplated hereby or thereby.

(cz)Ownership; Priority of Liens. Seller owns the Participation Interests in all Mortgage Loans identified in the Transactions Terms Letter that are to become Underlying Assets, and any Transaction shall convey all of Seller’s right, title and interest in and to the Participation Interests in such Underlying Assets, including the Servicing Rights related thereto, and other Purchased Items to Buyer, including with respect to each Underlying Asset, the Participation Interests in the Servicing Rights related thereto. This Agreement creates in favor of Buyer, a valid, enforceable first priority lien and security interest in the

Purchased Assets and other Purchased Items and Residual Collateral, prior to the rights of all third Persons and subject to no other liens.

(da)Investment Company Act. No Nationstar Party nor any of its Subsidiaries is an “investment company” or a company controlled by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(db)Filing Jurisdictions; Relevant States. Schedule 1 hereto sets forth all of the jurisdictions and filing offices in which a financing statement should be filed in order for Buyer to perfect its security interest in the Purchased Assets and other Purchased Items and Residual Collateral. Schedule 1 hereto sets forth all of the states or other jurisdictions in which Guarantor originates or has originated Mortgage Loans in its own name or through brokers on or prior to the date of this Agreement.

(dc)Seller Solvent; Fraudulent Conveyance. As of the date hereof and immediately after giving effect to each Transaction, the fair value of the assets of each Nationstar Party is greater than the fair value of the liabilities (including, without limitation, contingent liabilities if and to the extent required to be recorded as a liability on the financial statements of each Nationstar Party in accordance with GAAP) of each Nationstar Party and each Nationstar Party is and will be solvent, is and will be able to pay its debts as they mature and does not and will not have an unreasonably small capital to engage in the business in which it is engaged and proposes to engage. Each Nationstar Party does not intend to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature. Each Nationstar Party is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of each Nationstar Party or any of its assets. Each Nationstar Party is not transferring any Asset with any intent to hinder, delay or defraud any of its creditors.

(dd)[Reserved].

(de)Chief Executive Office. Each Nationstar Party’s chief executive office is located at 8950 Cypress Waters, Coppell, Texas 75019.

(df)True Sales. For each Underlying Asset with respect to which the originator, issuer or prior owner is an Affiliate of Guarantor, any and all interest of such originator, issuer or prior owner has been sold, transferred, conveyed and assigned to Guarantor pursuant to a legal and true sale and such originator, issuer or prior owner retains no interest in such Underlying Asset, and if so requested by Buyer, such sale is covered by an opinion of counsel to that effect in form and substance acceptable to Buyer.

(dg)No Adverse Selection. Nationstar Parties used no selection procedures that identified the Underlying Assets subject to a Transaction hereunder as being less desirable or valuable than other comparable Mortgage Loans owned by Seller.

(dh)No Broker. No Nationstar Party has dealt with any broker, investment banker, agent, or other person, except for Buyer, who may be entitled to any commission or compensation in connection with the sale of Purchased Assets or otherwise with respect to the related Underlying Assets pursuant to this Agreement; provided, that if any Nationstar Party has dealt with any broker, investment banker, agent, or other person, except for Buyer, who may be entitled to any commission or compensation in connection with the sale of Purchased Assets or otherwise with respect to the related Underlying Assets pursuant to this Agreement, such commission or compensation shall have been paid in full by such Nationstar Party.

(di)MERS. Guarantor is a member of MERS in good standing.

(dj)Agency Approvals. Guarantor has all requisite Approvals and is in good standing with each Agency, with no event having occurred or Guarantor having any reason whatsoever to believe or suspect will occur, including, without limitation, a change in insurance coverage which would either make Guarantor unable to comply with the eligibility

requirements for maintaining all such applicable approvals or require notification to the relevant Agency or to HUD, FHA, VA or RD.

(dk)Custodian. If the Custodian is a Person other than Buyer, such Custodian is an eligible custodian under each applicable Agency Guide and Agency Program, and is not an Affiliate of any Nationstar Party.

(aa) No Adverse Actions. No Nationstar Party has received from any Agency, HUD, the FHA, the VA or the RD a notice of extinguishment or a notice indicating material breach, default or material non-compliance which Buyer reasonably determines may entitle such Agency or HUD, the FHA, the VA or the RD to terminate, suspend, sanction or levy penalties against such Nationstar Party, or a notice from any Agency, HUD, the FHA, the VA or the RD indicating any adverse fact or circumstance in respect of such Nationstar Party which Buyer reasonably determines may entitle such Agency or HUD, the FHA, the VA or the RD, as the case may be, to revoke any Approval or otherwise terminate, suspend such Nationstar Party as an approved issuer, seller or servicer, as applicable, or with respect to which such adverse fact or circumstance has caused any Agency, HUD, the FHA, the VA or the RD to terminate such Nationstar Party.

(bb) Accuracy of Wire Instructions. With respect to each Underlying Asset subject to a Purchase Commitment by an Agency, as applicable, (1) either the wire transfer instructions as set forth on the applicable Agency Documents are identical to Buyer’s designated wire instructions or the Buyer has approved such wire transfer instructions in writing in its sole discretion, or (2) either the payee number set forth on the applicable Agency Documents is identical to the payee number that has been identified by Buyer in writing as Buyer’s payee number or the Buyer has approved the related payee number in writing in its sole discretion. With respect each Pooled Mortgage Loan, the applicable Agency Documents are duly executed by Nationstar Parties and designate Buyer as the party authorized to receive the related Mortgage-Backed Securities.

(cc) No Sanctions. Neither any Nationstar Party nor any of its Affiliates, officers, directors, partners or members, (i) is an entity or person (or to each Nationstar Party’s knowledge, owned or controlled by an entity or person) that (A) is currently the subject of any economic sanctions administered or imposed by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or any other relevant authority (collectively, “Sanctions”) or (B) resides, is organized or chartered, or has a place of business in a country or territory that is currently the subject of Sanctions or (ii) is engaging or will engage in any dealings or transactions prohibited by Sanctions or will directly or indirectly use the proceeds of any Transactions contemplated hereunder, or lend, contribute or otherwise make available such proceeds to or for the benefit of any person or entity, for the purpose of financing or supporting, directly or indirectly, the activities of any person or entity that is currently the subject of Sanctions.

(dd) Anti-Money Laundering Laws. Each Nationstar Party has complied with all applicable anti-money laundering laws and regulations, including, without limitation, the USA Patriot Act of 2001, as amended, and the Bank Secrecy Act of 1970, as amended (collectively, the “Anti-Money Laundering Laws”); each Nationstar Party has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Underlying Asset for purposes of the Anti-Money Laundering Laws, including with respect to the bona fide identity of the applicable Mortgagor and the origin of the assets used by said Mortgagor to purchase the property in question, and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws.

(ee) Beneficial Ownership Certification. The information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

(ff)    Separateness. Each Nationstar Party is in compliance with the requirements of Section

9.18 hereof.

(gg) Acquisition of Underlying Assets. The Guarantor has issued Participation Interests pursuant to the terms of the Participation Agreement to the Seller, and the Guarantor retains no beneficial or economic interests in such Underlying Assets.

(hh)    Participation Certificates; Participation Interests.

(i)The Participation Certificate represents all of the Participation Interests issued by the Guarantor.

(ii)Each Participation Certificate and the related Participation Interests have been duly and validly issued in compliance with applicable law and the Participation Agreement and is fully paid and nonassessable.

(iii)Immediately prior to the sale, transfer and assignment of a Participation Certificate or Participation Interests to, and the registration thereof in the name of, Buyer pursuant to this Agreement, the Seller is the record and beneficial owner of, and has good and marketable title to, such Participation Certificate and Participation Interests.

(iv)Each Participation Certificate and the related Participation Interests are unencumbered (other than Liens created in favor of Buyer pursuant to this Agreement and Liens created by or through Buyer). Upon consummation of the Transaction contemplated to occur in respect of such any Participation Interests, the Seller will have validly and effectively conveyed to Buyer all legal and beneficial interest in and to such Participation Interests free and clear of any Liens (other than Liens created in favor of Buyer pursuant to this Agreement and Liens created by or through Buyer).

(v)There are (x) no outstanding rights, options, warrants or agreements (other than as created by Buyer) for a purchase, sale or issuance, in connection with any Participation Certificate or any Participation Interests, (y) no agreements on the part of Seller to issue, sell or distribute any Participation Certificate or Participation Interests (other than to Buyer), and (z) no obligations on the part of Seller (contingent or otherwise) to purchase, redeem or otherwise acquire any securities or any interest therein or to pay any dividend or make any distribution in respect of any Participation Certificate or Participation Interests.

(vi)Each Participation Certificate is a certificated security in registered form. It is the intent of the parties hereto that each Participation Certificate constitute a “security” as that term is defined in Section 8-102 of the New York Uniform Commercial Code.

(vii)No fraudulent acts were committed by any Nationstar Party or Affiliates thereof in connection with the issuance of any Participation Certificates or Participation Interests.

(viii)No Nationstar Party is a party to any document, instrument or agreement, and there is no document, instrument or agreement, that by its terms modifies or affects the rights and obligations of any holder of such Participation Interests for which Buyer’s consent has not been obtained and no Nationstar Party has consented to any material change or waiver to any term or provision of any such document, instrument or agreement and no such change or waiver exists (other than changes or waivers to which Buyer has consented).

(ix)No Participation Interests have been cancelled, satisfied or rescinded in whole or part nor has any instrument been executed that would effect a cancellation, satisfaction or rescission thereof, except in connection with Underlying Assets.

(x)Other than consents and approvals obtained as of the related Purchase Date or those already granted in the Principal Agreements governing such Participation Interests, no consent or approval by any Person is required in connection with Seller’s sale, and/or Buyer’s acquisition of such Participation Interests, or Buyer’s exercise of any rights or remedies in respect of such Participation Interests or for Buyer’s sale, pledge or other disposition of such Participation Interests. No third party holds any “right of first refusal”, “right of first negotiation”, “right of first offer”, purchase option, or other similar rights of any kind, and no other impediment exists to any such transfer or exercise of rights or remedies with respect to such Participation Interests.

(xi)The issuance of Participation Interests by the Guarantor to the Seller was not for or on account of an antecedent debt owed by the Guarantor to the Seller and is not voidable or subject to avoidance under the Bankruptcy Code.

8.2Representations and Warranties Concerning Purchased Assets and Underlying Assets. Each Nationstar Party represents and warrants to and covenants with Buyer that the representations and warranties contained on Exhibit L hereto are true and correct with respect to each Purchased Asset and Underlying Asset as of the related Purchase Date through and until the date on which such Purchased Asset is repurchased by Seller (or Underlying Asset is released by Buyer, as applicable).

8.3Continuing Representations and Warranties. Without limiting the generality of Section 8.2 of the Agreement, by submitting an Asset Data Record hereunder, each Nationstar Party shall be deemed to have represented and warranted the truthfulness and completeness of the representations and warranties set forth in Exhibit L hereto.

8.4Amendment of Representations and Warranties. From time to time as determined necessary by Buyer, Buyer may amend the representations and warranties set forth in Exhibit L hereto. Any such amendment shall not apply to Transactions entered into prior to the effective date of the amendment and in no event shall the amendment apply to any Transaction on a retroactive basis.

ARTICLE 9 AFFIRMATIVE COVENANTS

Each Nationstar Party hereby covenants and agrees with Buyer that during the term of this Agreement and for so long as there remain any obligations of Nationstar Parties to be paid or performed under the Principal Agreements:

9.1Financial Statements and Other Reports.

(dl)Interim Statements. Guarantor shall deliver to Buyer financial statements of Guarantor, including statements of income and changes in shareholders’ equity for the period from the beginning of such fiscal year to the end of such month or quarter, within the time frame required in the Transactions Terms Letter, and the related balance sheet as of the end of such month or quarter, within the time frame required in the Transactions Terms Letter, all in reasonable detail and certified by the chief financial officer of Guarantor, subject, however, to year-end audit adjustments;

(dm)Annual Statements. Guarantor shall deliver to Buyer, within the time frame required in the Transactions Terms Letter, audited financial statements of Guarantor, including statements of income and changes in shareholders’ equity for such fiscal year and the related balance sheet as at the end of such fiscal year, all in reasonable detail and accompanied by an opinion of a certified public accounting firm reasonably satisfactory to Buyer including a management representation letter signed by the chief financial officer of Seller stating that the financial statements fairly present the financial condition and results of operations of Guarantor as of the end of, and for, such year;

(dn)Officer’s Certificate. Together with the financial statements required to be delivered pursuant to Sections 9.1(a) and (b), Guarantor shall deliver to Buyer an officer’s certificate substantially in a form to be provided by Buyer;

(do)[Reserved];

(dp)Hedging Reports. Nationstar Parties shall deliver to Buyer, or cause to be delivered to Buyer, not later than 1:00 p.m. (New York City time) on each Monday, or Tuesday if Monday is not a Business Day, or as reasonably requested by Buyer, a reconciliation report, in a form reasonably satisfactory to Buyer, including, without limitation, a report of all outstanding Transactions and their related Purchase Commitments, availability under unused Purchase Commitments and all amounts outstanding and available under other warehouse lines of credit, repurchase agreements and similar credit facilities. To the extent Nationstar Parties retains any Person(s) to perform hedging services on behalf of Nationstar Parties, Nationstar Parties hereby grant Buyer authority to contact, request and receive hedging reports directly from such Person(s) at no cost to Buyer. Further, Nationstar Parties shall instruct such Person(s), upon reasonable notice from Buyer and during normal business hours, to answer candidly and fully, at no cost to Buyer, any and all questions that Buyer may address to them in reference to the hedging reports of Nationstar Parties. Nationstar Parties may have its representatives in attendance at any meetings between Buyer and such Person(s) held in accordance with this authorization; and

(dq)Reports and Information Regarding Purchased Assets. Nationstar Parties shall deliver to Buyer, with reasonable promptness, upon Buyer’s request: (i) copies of any reports related to the Purchased Assets and Underlying Assets, (ii) copies of all documentation in connection with the underwriting and origination of any Underlying Asset that evidences compliance with, (x) with respect to all Underlying Assets other than a Bond Loan – 1st Lien, the Ability to Repay Rule and, (y) with respect to all Underlying Assets other than a Bond Loan – 1st Lien, the QM Rule, as applicable, (iii) a schedule identifying each Mortgage Loan subject to Transactions hereunder as either a Safe Harbor Qualified Mortgage, a Rebuttable Presumption Qualified Mortgage or a Bond Loan – 1st Lien, as applicable, or (iv) any other information in Seller’s possession related to the Purchased Assets or Underlying Assets.

(dr)Other Reports. As may be reasonably requested by Buyer from time to time, Nationstar Parties shall deliver to Buyer, within thirty (30) days of filing or receipt (i) copies of all regular or periodic financial or other reports, if any, that Nationstar Parties file with any governmental, regulatory or other agency and (ii) copies of all audits, examinations and reports concerning the operations of Nationstar Parties from any Approved Investor, Insurer or licensing authority. Nationstar Parties shall also deliver to Buyer, with reasonable promptness, such further information reasonably related to the business, operations, properties or financial condition of Nationstar Parties, in such detail and at such times as Buyer may request. Nationstar Parties understand and agree that all reports and information provided to Buyer by or relating to Nationstar Parties may be disclosed to Buyer’s Affiliates.

9.2Inspection of Properties and Books. At no cost to Buyer, Nationstar Parties shall permit authorized representatives of Buyer to discuss the business, operations, assets and financial condition of Nationstar Parties and their Affiliates and Subsidiaries with its officers and employees and to examine its books of account and make copies and/or extracts thereof, upon reasonable notice to Nationstar Parties at Nationstar Parties’ place of business during normal business hours. Further, Nationstar Parties will provide their accountants with a copy of this Agreement promptly after the execution hereof and will instruct its accountants to answer candidly and fully, at no cost to Buyer, any and all questions that any authorized representative of Buyer may address to them in reference to the financial condition or affairs of Nationstar Parties and their Affiliates and Subsidiaries. Nationstar Parties may have their representatives in attendance at any meetings between the officers or other representatives of Buyer and Nationstar Parties’ accountants held in accordance with this authorization.

9.3Notice. Nationstar Parties shall give Buyer prompt (but in no event later than three (3) Business Days after becoming aware, except for clause (o), with respect to which notice shall be provided immediately upon becoming aware) written notice, in reasonable detail, of:

(ds)[Reserved]

(dt)any action, suit or proceeding instituted by or against any Nationstar Party in any federal or state court or before any commission or other regulatory body (federal, state or local, foreign or domestic), or any such action, suit or proceeding threatened against any Nationstar Party, in any case, if such action, suit or proceeding, or any such action, suit or proceeding threatened against any Nationstar Party, (i) is reasonably likely to result in a Material Adverse Effect if determined adversely, (ii) questions or challenges the validity or enforceability of any of the Principal Agreements, or (iii) questions or challenges compliance of any Purchased Asset with, (x) with respect to any Underlying Asset other than a Bond Loan – 1st Lien, the Ability to Repay Rule or, (y) with respect to any Underlying Asset other than a Bond Loan – 1st Lien, the QM Rule;

(du)the filing, recording or assessment of any federal, state or local tax lien against it, or any of its assets;

(dv)the occurrence of any Potential Default or Event of Default;

(dw)the actual or threatened suspension, revocation or termination of any Nationstar Party’s licensing or eligibility, in any respect, as an approved, licensed lender, seller, mortgagee or servicer;

(dx)the suspension, revocation or termination (other than a voluntary termination) of any existing credit or investor relationship to facilitate the sale and/or origination of residential mortgage loans or residential mortgage-backed securities;

(dy)[reserved];

(dz)any potential or existing Underlying Asset where a director, officer, shareholder, member, partner or owner of any Nationstar Party is the Mortgagor or guarantor or where the related Mortgaged Property is being sold by a director, officer, shareholder, member, partner or owner of such Nationstar Party;

(ea)any Purchased Asset or Underlying Asset ceases to be an Eligible Asset or Eligible Underlying Asset, as applicable;

(eb)any Approved Investor that threatens to set-off amounts owed by any Nationstar Party to such Approved Investor against the purchase proceeds owed by the Approved Investor to such Nationstar Party for the Purchased Assets (excluding amounts owed by such Nationstar Party to the Approved Investor which are directly related to Underlying Assets and which are expressly allowed to be set-off by the Approved Investor pursuant to the Bailee Agreement);

(ec)any change in the Executive Management or Key Personnel of any Nationstar Party which requires filing with the Securities and Exchange Commission, which notice shall be deemed delivered upon such filing;

(ed)any other action, event or condition of any nature that may reasonably be expected to lead to or result in a Material Adverse Effect with respect to any Nationstar Party or that, without notice or lapse of time or both, would constitute a default under any material agreement, instrument or indenture to which such Nationstar Party is a party or to which such Nationstar Party, its properties or assets may be subject;

(ee)any (i) change to the location of its chief executive office/chief place of business from that specified in Section 8.1(t), (ii) change in the name, identity or corporate structure (or the equivalent) or change in the location where any Nationstar Party maintains its records with respect to the Purchased Items, or (iii) reincorporation or reorganization of any Nationstar Party under the laws of another jurisdiction;

(ef)subject to nondisclosure restrictions imposed upon any Nationstar Party by any Agency, HUD, FHA, VA or RD or any other agency, or any supervisory or regulatory Governmental Authority, upon any Nationstar Party becoming aware of any penalties, sanctions or charges levied, or threatened to be levied, against such Nationstar Party or any change or threatened change in Approval status, or the commencement of any Agency Audit, investigation, or the institution of any action or the threat of institution of any action against any Nationstar Party by any Agency, HUD, the FHA, the VA or the RD or any other agency, or any supervisory or regulatory Governmental Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer or seller status of, any Nationstar Party;

(eg)with respect to an Underlying Asset that is a Government Mortgage Loan, upon any Nationstar Party becoming aware of any fact or circumstance which would cause (a) such Mortgage Loan to be ineligible for FHA Mortgage Insurance, a VA loan guaranty or a RD loan guaranty, as applicable, (b) the FHA, the VA or the RD to deny or reject a Mortgagor’s application for FHA Mortgage Insurance, a VA loan guaranty or RD loan guaranty, respectively, or (c) the FHA, the VA or the RD to deny or reject any claim under any FHA Mortgage Insurance Contract, a VA Loan Guaranty Agreement or a RD Loan Guaranty Agreement, respectively.

(eh)upon any Nationstar Party becoming aware of any termination or threatened termination by any Agency of the Custodian as an eligible custodian;

(ei)any change to the date on which any Nationstar Party’s fiscal year begins from such Nationstar Party’s current fiscal year beginning date; and

(ej)unless such notice is otherwise provided by the Custodian to the Buyer, upon the earlier of

(i)the certification of any Underlying Asset by a certifying custodian to an Agency that such Underlying Asset meets all of the criteria specified in the related Agency Guide for the securitization thereof, or (ii) the pooling of any Underlying Asset for the purpose of backing a Mortgage-Backed Security.

9.1Existence, Etc. Each Nationstar Party shall (i) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for such Nationstar Party to conduct its business and to perform its obligations under the Principal Agreements, (ii) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws) if the failure to comply with such requirements would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect, (iii) maintain adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, and (iv) pay and discharge all Taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its properties 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 in accordance with GAAP.

9.2Servicing of Mortgage Loans. Subject to Section 6.2 above, Nationstar Servicer shall subservice all Underlying Assets at Nationstar Servicer’s expense and without charge of any kind to Buyer. Nationstar Servicer may delegate its obligations hereunder to subservice the Underlying Assets (subject to Section 6.2) to an independent servicer provided that such independent subservicer and the related Servicing Agreement has been approved by Buyer and such independent subservicer has executed a Servicing Agreement with Buyer. The failure of Nationstar Servicer to obtain the prior approval of Buyer regarding the delegation of its subservicing obligations to an independent subservicer and/or the failure of the independent subservicer to execute and return to

Buyer a Servicing Agreement shall be considered an Event of Default hereunder. In any event, Nationstar Servicer or its delegate shall subservice such Underlying Assets with the degree of care and in accordance with the subservicing standards generally prevailing in the industry, including those required by Fannie Mae, Freddie Mac and Ginnie Mae.

9.3Evidence of Purchased Assets. Nationstar Parties shall indicate on their books and records (including its computer records) that each Purchased Asset has been included in the Purchased Items and, at the request of Buyer, place on each of its written records pertaining to the Purchased Assets a legend, in form and content satisfactory to Buyer, indicating that such Purchased Assets have been sold to Buyer.

9.4Defense of Title; Protection of Purchased Items. Each Nationstar Party warrants and will defend the right, title and interest of Buyer in and to all Purchased Items and Residual Collateral against all adverse claims and demands of all Persons whomsoever. Each Nationstar Party will comply with all applicable laws, rules and regulations of any Governmental Authority applicable to Seller or relating to the Purchased Items or Residual Collateral and cause the Purchased Items and the Residual Collateral to comply with all applicable laws, rules and regulations of any such Governmental Authority. Each Nationstar Party shall allow Buyer (a) to inspect any Mortgaged Property relating to an Underlying Asset; (b) to appear in or intervene in any proceeding or matter affecting any Purchased Asset or other Purchased Items or the value thereof; (c) to initiate, commence, appear in and defend any foreclosure, action, bankruptcy or proceeding which could affect Buyer’s ownership or security of the Purchased Items or the value thereof, or the rights and powers of Buyer; (d) to contest by litigation or otherwise any lien asserted against the Residual Collateral or other Purchased Items or against the related Mortgaged Property, the improvements, or the personal property identified therein; and/or (e) to make payments on account of such encumbrances, charges, or liens and to service any Underlying Asset and take any action it may deem appropriate to collect any Purchased Items or Residual Collateral or any part thereof or to enforce any rights with respect thereto. All reasonable costs and expenses, including reasonable attorneys’ fees (including, but not limited to, those incurred on appeal), that Buyer may incur with respect to any of the foregoing and any expenditures it may make to protect or preserve the Purchased Items or Residual Collateral or the rights of Buyer, shall be for the account of Seller. Seller shall repay the same to Buyer upon demand with interest, at the Default Rate, from the date any such expenditure shall have been made until it is repaid.

9.5Further Assurances. Each of the Nationstar Parties shall, at its expense, promptly procure, execute and deliver to Buyer, upon request, all such other and further documents, agreements and instruments in compliance with or accomplishment of the covenants and agreements of Nationstar Parties in this Agreement.

9.6Fidelity Bonds and Insurance. Guarantor shall maintain an insurance policy, in a form and substance reasonably satisfactory to each Agency, covering against loss or damage relating to or resulting from any breach of fidelity by Nationstar Parties, or any officer, director, employee or agent of Nationstar Parties, any loss or destruction of documents (whether written or electronic), fraud, theft, misappropriation and errors and omissions, such that Buyer shall have the right to pursue any claim for coverage available to any named insured to the full extent allowed by law. This policy shall name Buyer as a loss payee with an unlimited right of action and shall provide coverage in an amount as required by the Fannie Mae Guide. Nationstar Parties shall notify Buyer of any material change in the terms of any such insurance.

9.7Wet Mortgage Loans. In the event that Buyer waives the condition precedent set forth in Section7.2(a)(ii) in respect of a Wet Mortgage Loan that is an Eligible Mortgage Loan, Seller or Guarantor shall provide to the applicable Closing Agent (with a copy to Buyer), (i) the Irrevocable Closing Instructions and (ii) final closing instructions which shall, without limitation, make reference to the Irrevocable Closing Instructions and stipulate the title insurance company that will be issuing the applicable title insurance policy and Closing Protection Letter, which title insurance company shall be an Acceptable Title Insurance Company. In no event shall Guarantor use such final closing instructions to modify or attempt to modify the terms of the Irrevocable Closing Instructions unless such modifications are agreed to in advance and in writing by Buyer. Seller shall not otherwise modify or attempt to modify the terms of the Irrevocable Closing Instructions without Buyer’s prior written approval. If the Closing Agent is not an Acceptable

Title Insurance Company, except as otherwise permitted pursuant to Section 3.7(a)(i), Guarantor shall also (a) confirm that the closing is covered by a blanket Closing Protection Letter issued to Buyer by the title insurance company stipulated in the final closing instructions, and shall provide a copy of such Closing Protection Letter to Buyer; or (b) provide to Buyer a Closing Protection Letter covering the closing issued to Seller by the title insurance company stipulated in the final closing instructions.

9.8Sharing of Information. Notwithstanding anything herein or in any other Principal Agreement to the contrary, including without limitation Section 14.18 hereof, upon the occurrence and during the continuation of a Potential Default or an Event of Default, Nationstar Parties shall allow Buyer to exchange information related to Nationstar Parties, the Transactions hereunder and the terms and conditions of the Principal Agreements with Persons who are providing or are contemplating providing credit of any kind to Nationstar Parties and Nationstar Parties shall permit each such Person to share such information with Buyer.

9.9ERISA. As soon as reasonably possible, and in any event within fifteen (15) days after any Nationstar Party knows or has reason to believe that any of the events or conditions specified below with respect to any Plan has occurred or exists, a statement signed by a senior financial officer of such Nationstar Party setting forth details respecting such event or condition and the action, if any, that such Nationstar Party or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by such Nationstar Party or an ERISA Affiliate with respect to such event or condition):

(ek)any Reportable Event or failure to meet minimum funding standards, provided that a failure to meet the minimum funding standard of Section 412 of the Code or Sections 302 or 303 of ERISA, including, without limitation, the failure to make on or before its due date a required installment under Section 430(j) of the Code or Section 303(j) of ERISA, shall be a reportable event regardless of the issuance of any waivers in accordance with Section 412(d) of the Code or any request for a waiver under Section 412(c) of the Code for any Plan;

(el)the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by a Nationstar Party or an ERISA Affiliate to terminate any Plan;

(em)the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Nationstar Party, any Subsidiary or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;

(en)the complete or partial withdrawal from a Multiemployer Plan by a Nationstar Party, any Subsidiary or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by a Nationstar Party, any Subsidiary or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;

(eo)the institution of a proceeding by a fiduciary of any Multiemployer Plan against a Nationstar Party, any Subsidiary or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and

(ep)the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Nationstar Party, any Subsidiary or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.

9.4Additional Repurchase or Warehouse Facility. Guarantor shall maintain throughout the term of this Agreement, with a recognized and established counterparty (other than Buyer) one or more loan repurchase or warehouse facilities that provide funding on a committed basis in an aggregate

amount equal to at least the Committed Amount, and accommodates wet mortgage loans in an amount not less than the amount provided hereunder.

9.5MERS. Each Nationstar Party will comply in all material respects with the rules and procedures of MERS in connection with the servicing of all Underlying Assets that are registered with MERS for as long as such Underlying Assets are so registered.

9.6Agency Audit and Approval Maintenance. Subject to nondisclosure restrictions imposed upon any Nationstar Party by any Agency, HUD, FHA, VA or RD or any other agency, or any supervisory or regulatory Governmental Authority, each Nationstar Party shall (i) at all times maintain copies of relevant portions of all Agency Audits in which there are material adverse findings, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, (ii) provide Buyer with copies of such Agency Audits promptly upon Buyer’s request, and (iii) take all actions necessary to maintain its respective Approvals.

9.7Financial Covenants and Ratios. Guarantor shall at all times comply with any financial covenants and/or financial ratios set forth in the Transactions Terms Letter.

9.8Beneficial Ownership Certification. Each Nationstar Party shall at all times either (i) ensure that the such Nationstar Party has delivered to Buyer a Beneficial Ownership Certification, if applicable, and that the information contained therein is true and correct in all respects, or (ii) deliver to Buyer an updated Beneficial Ownership Certification within one (1) Business Day following the date on which the information contained in any previously delivered Beneficial Ownership Certification ceases to be true and correct in all respects.

9.9Special Purpose Entity Provisions. Seller shall (a) own no assets, and will not engage in any business, other than the assets and transactions specifically contemplated by the Principal Agreements and, prior to the occurrence of an Event of Default, the assets and dispositions thereof, including sales, distributions or contributions of assets made by Seller as promptly as practicable following the date on which such assets are no longer subject to a Transaction; (b) not incur any Debt or obligation, secured or unsecured, direct or indirect, absolute or contingent, other than pursuant to the Principal Agreements; (c) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of its Affiliates other than the assets and transactions specifically contemplated by the Principal Agreements; (d) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (e) comply with the provisions of its organizational documents; (f) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its Governing Documents, or suffer same to be amended, modified or otherwise changed, without the Buyer’s prior written consent which shall not be unreasonably withheld; (g) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated to the extent consolidation is required under GAAP or as a matter of applicable law); provided, that (i) appropriate notation shall be made on such financial statements if prepared to indicate the separateness of Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be listed on Seller’s own separate balance sheet (if prepared) and (iii) Seller shall file its own tax returns if filed, except to the extent consolidation is required or permitted under applicable law; (h) be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other; (i) not enter into any transactions with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (j) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (k) not engage in or suffer any dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (l) not commingle its funds or other assets with those of anyAffiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (m) will not hold itself out to be responsible for the debts or obligations of any other Person; (n) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (o) use separate stationery, invoices and checks bearing its own name; (p)

allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (q) not pledge its assets to secure the obligations of any other Person except as contemplated under the Principal Agreements. Seller shall (i) be a Delaware limited liability company and (ii) not take any Insolvency Action with respect to itself.

9.10Participation Interests as Securities. The parties acknowledge and agree that the Participation Interests shall constitute and remain “securities” as defined in Section 8-102 of the Uniform Commercial Code. Each Nationstar Party covenants and agrees that the Participation Interests (i) are not and will not be dealt in or traded on securities exchanges or securities markets, and (ii) are not and will not be investment company securities within the meaning of Section 8-103 of the Uniform Commercial Code. Each Nationstar Party shall, at its sole cost and expense, take all steps as may be necessary in connection with the indorsement, transfer, delivery and pledge of all Participation Interests to Buyer. Neither Seller nor Guarantor shall issue any new classes under existing Participation Certificates that are subject to Transactions hereunder without Buyer’s prior written consent, which shall not be unreasonably withheld.

ARTICLE 10 NEGATIVE COVENANTS

Each Nationstar Party hereby covenants and agrees with Buyer that during the term of this Agreement and for so long as there remain any obligations of any Nationstar Party to be paid or performed under this Agreement, each Nationstar Party shall comply with the following:

10.1[Reserved].

10.2Lines of Business. No Nationstar Party shall engage directly or indirectly in any business other than the businesses engaged in by such Nationstar Party as of the Effective Date and reasonable extensions and developments thereof and businesses reasonably similar, ancillary or complementary hereto.

10.3Debt and Subordinated Debt. No Nationstar Party shall, either directly or indirectly, without the prior written consent of Buyer, pay any Debt or Subordinated Debt if such payment shall cause a Potential Default or Event of Default. Further, if a Potential Default or an Event of Default shall have occurred and for as long as such is occurring, no Nationstar Party shall, either directly or indirectly, without the prior written consent of Buyer, make any payment of any kind thereafter on such Debt or Subordinated Debt until all obligations of Nationstar Parties hereunder have been paid and performed in full.

10.4Loss of Eligibility. No Nationstar Party shall, either directly or indirectly, without the prior written consent of Buyer, take, or fail to take, any action that would cause such Nationstar Party to lose all or any part of its status as an eligible lender, seller, mortgagee or servicer or willfully terminate its status as an eligible lender, seller, mortgagee or servicer without forty-five (45) days prior written notice to Buyer.

10.5[Reserved].

10.6Loans to Officers, Employees and Shareholders. No Nationstar Party shall, either directly or indirectly, without the prior written consent of Buyer, make any personal loans or advances to any officers, employees, shareholders, members, partners or owners of Seller in an aggregate amount exceeding ten percent (10%) of such Nationstar Party’s Tangible Net Worth; provided, however, that each Nationstar Party shall be entitled to make a personal loan or advance to a majority shareholder, member, partner or owner of such Nationstar Party without the prior written consent of Buyer provided that (i) a Potential Default or an Event of Default is not existing and will not occur as a result thereof, and (ii) such loan or advance is clearly reflected on such Nationstar Party’s financial reports provided to Buyer.

10.7Liens on Purchased Assets and Purchased Items. Each Nationstar Party acknowledges that with respect to each Transaction it shall have sold the Purchased Assets and related Purchased Items and Residual Collateral and shall have granted to Buyer a first priority security interest in such assets in the event such Transaction is deemed a loan. Accordingly, each Nationstar Party

shall not create, incur, assume or suffer to exist any lien upon the Purchased Assets or the Purchased Items, other than as granted to Buyer herein.

10.8Transactions with Affiliates. No Nationstar Party shall, directly or indirectly, enter into any transaction with its Affiliates, if any, without the prior written consent of Buyer, including, without limitation, (a) making any loan, advance, extension of credit or capital contribution to an Affiliate,

(b) transferring, selling, pledging, assigning or otherwise disposing of any of its assets to or on behalf of an Affiliate, (c) purchasing or acquiring assets from an Affiliate, or (d) paying management fees to or on behalf of an Affiliate; provided, however, that each Nationstar Party may, without the prior written consent of Buyer, and provided that a Potential Default or an Event of Default is not existing and will not occur as a result thereof, engage in a transaction(s) with any or all of its Affiliates if (i) such transaction is in the ordinary course of such Nationstar Party’s mortgage banking business, and (ii) such transaction is upon fair and reasonable terms no less favorable to such Nationstar Party had such Nationstar Party entered into a comparable arm length’s transaction with a Person which is not an Affiliate.

10.9Consolidation, Merger, Sale of Assets and Change of Control. No Nationstar Party shall, directly or indirectly, (a) wind up, liquidate or dissolve its affairs; (b) enter into any transaction of merger or consolidation with any Person; (c) convey, sell, lease or otherwise dispose of, or agree to do any of the foregoing at any future time, all or substantially all of its property or assets; (d) form or enter into any partnership, joint venture, syndicate or other combination which could have a Material Adverse Effect; or (e) allow a Change of Control to occur with respect to such Nationstar Party, without prior written consent of Buyer; provided, however, that each Nationstar Party may, without the prior written consent of Buyer, and provided that a Potential Default or an Event of Default is not existing and will not occur as a result thereof: (i) merge or consolidate with any Person if such Nationstar Party is the surviving and controlling entity and (ii) in the ordinary course of Guarantor’s mortgage banking business, sell equipment that is uneconomic or obsolete and acquire Mortgage Loans for resale and sell Mortgage Loans.

10.10Payment of Dividends and Retirement of Stock. If a Potential Default, Event of Early Termination or an Event of Default has occurred and is occurring or will occur as a result of such payments, no Nationstar Party shall, without the prior written consent of Buyer, (a) declare or pay any dividends upon its shares of stock now or hereafter outstanding, except dividends payable in the capital stock of Seller, or make any distribution of assets to its shareholders, whether in cash, property or securities, or (b) acquire, purchase, redeem or retire shares of its capital stock now or hereafter outstanding for value, provided however, that each Nationstar Party may pay dividends as set forth within the Transactions Terms Letter.

10.11Purchased Items. No Nationstar Party shall attempt to resell, reassign, retransfer or otherwise dispose of, or grant any option with respect to, or pledge or otherwise encumber (except pursuant to this Agreement) any of the Purchased Assets or other Purchased Items or Residual Collateral or any interest therein. No Nationstar Party shall, without prior written consent of Buyer, amend or modify, or waive any of the terms and conditions of, or settle or compromise any claim in respect of, any Purchased Item.

10.12Secondary Marketing, Underwriting, Third Party Origination and Interest Rate RiskManagement Practices. Guarantor shall provide Buyer with written notice as soon as practicable but in no event more than ten (10) Business Days after effecting a change in any material respect to secondary marketing, underwriting, third party origination and interest rate risk management practices of Guarantor that exist as of the Effective Date. By way of example but not limitation, any change to Guarantor’s hedging strategy, any change to add a new line of Mortgage Loan products or any substantive change to add third party origination shall be considered material changes subject to the notice requirement in the immediately preceding sentence.

10.13Regulation W. No Nationstar Party shall use the proceeds from the transfer of funds from Buyer to any Nationstar Party to effect transactions with any affiliate (as defined in 12 CFR §223.2 or 12 USC §371c) of Buyer.

ARTICLE 11 DEFAULTS AND REMEDIES

11.1Events of Default. The occurrence of any of the following conditions or events shall be an Event of Default:

(eq)failure of Seller to transfer the Purchased Assets or of Guarantor to pledge the related Underlying Assets to Buyer on the applicable Purchase Date (provided Buyer has tendered the related Purchase Price);

(er)failure of Seller to (i) repurchase the Purchased Assets (or obtain the release of Underlying Assets upon repayment of the related Repurchase Price) on the applicable Repurchase Date, (ii) repurchase Purchased Assets (or obtain the release of Underlying Assets upon repayment of the related Repurchase Price) pursuant to Section 2.10, or (iii) perform its obligations under Section 6.3(b);

(es)failure of any Nationstar Party to pay any other amount due under the Principal Agreements within two (2) Business Days following the applicable due date;

(et)(i) any Nationstar Party, NMH or any of their respective Subsidiaries shall default under, or fail to perform as required under, or shall otherwise breach the terms of any instrument, agreement or contract between a Nationstar Party or such other entity, on the one hand, and Buyer or any of Buyer’s Affiliates on the other; or (ii) any Nationstar Party, NMH or any of their respective Subsidiaries shall default under, or fail to perform as requested under, the terms of any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds, in any case under this clause (ii) which is an agreement for borrowed funds in excess of $25,000,000, entered into by a Nationstar Party or such other entity and any third party, which default or failure entitles any party to require acceleration or prepayment of any indebtedness thereunder;

(eu)the aggregate original Asset Value of those Underlying Assets that are deemed to be Noncompliant Assets is greater than or equal to the Type Sublimit for Noncompliant Assets for more than two (2) consecutive Business Days;

(ev)the aggregate original Asset Value of those Underlying Assets that are deemed to be Defective Assets is greater than or equal to ten percent (10%) of the outstanding Transactions for more than five (5) consecutive Business Days;

(ew)any representation, warranty or certification made or deemed made herein or in any other Principal Agreement by any Nationstar Party or any certificate furnished to Buyer pursuant to the provisions thereof, shall prove to have been false or misleading in any material respect as of the time made or furnished (other than the representations and warranties set forth in Section 8.2 and Section 8.3 which shall be considered solely for the purpose of determining the Asset Value of the Underlying Assets; unless (i) such Nationstar Party shall have made any such representations and warranties with knowledge that they were materially false or misleading at the time made or (ii) any such representations and warranties have been determined by Buyer to be materially false or misleading on a regular basis) and such occurrence shall not have been remedied within three (3) Business Days;

(ex)the failure of any Nationstar Party to perform, comply with or observe any term, covenant or agreement applicable to such Nationstar Party as contained in Section 9.16 or Section11.11(b) of this Agreement, irrespective of any cure period;

(ey)the failure of any Nationstar Party to perform, comply with or observe any term, covenant or agreement applicable to such Nationstar Party as contained in Section 9.3(d), Section 9.4(i), Section 9.4(ii), Section 10.4, Section 10.7, Section 10.8, Section 10.9, Section 10.10, or Section 10.11 of this Agreement or in the Transactions Terms Letter, and such occurrence shall not have been remedied within the cure period provided therein, or if no such cure period is provided, within one (1) Business Day of the earlier to occur of

(ii)the receipt by such Nationstar Party of notice thereof by any Person or (ii) the discovery of such failure by such Nationstar Party;

(ez)the failure of any Nationstar Party to perform, comply with or observe any other term, covenant or agreement applicable to such Nationstar Party as contained in this Agreement and not listed in Section 11.1(h) or Section 11.1(i) and such occurrence shall not have been remedied within the cure period provided therein, or if no such cure period is provided, within five (5) Business Days the earlier to occur of (i) the receipt by such Nationstar Party of notice thereof by any Person or (ii) the discovery of such failure by such Nationstar Party;

(fa)an Insolvency Event shall have occurred with respect to any Nationstar Party or any of its Affiliates or Subsidiaries; or any Nationstar Party shall admit in writing its inability to, or intention not to, perform any of its obligations under this Agreement or any of the other Principal Agreements; or Buyer shall have determined in good faith that any Nationstar Party is unable to meet its financial commitments as they come due;

(fb)one or more judgments or decrees shall be entered against any Nationstar Party or any of its Affiliates or Subsidiaries involving a liability of twenty-five million ($25,000,000) dollars or more (to the extent that it is, in the reasonable determination of Buyer, uninsured and provided that any insurance or other credit posted in connection with an appeal shall not be deemed insurance for these purposes), and all such judgments or decrees shall not have been satisfied (solely with respect to judgments or decrees involving a liability of less than one hundred million ($100,000,000)), vacated, discharged, stayed or bonded pending appeal within sixty (60) days after entry thereof;

(fc)any Plan maintained by any Nationstar Party, any Subsidiary of any Nationstar Party or any ERISA Affiliate shall be terminated within the meaning of Title IV of ERISA or a trustee shall be appointed by an appropriate United States District Court to administer any Plan, or the Pension Benefit Guaranty Corporation (or any successor thereto) shall institute proceedings to terminate any Plan or to appoint a trustee to administer any Plan if as of the date thereof any Nationstar Party’s liability, any such Subsidiary’s liability or any ERISA Affiliate’s liability to the PBGC, the Plan or any other entity on termination under the Plan exceeds the then current value of assets accumulated in such Plan by more than fifty thousand ($50,000) dollars (or in the case of a termination involving any Nationstar Party as a “substantial employer” (as defined in Section 4001 (a)(2) of ERISA) the withdrawing employer’s proportionate share of such excess shall exceed such amount);

(fd)any Nationstar Party or any Subsidiary of any Nationstar Party or any ERISA Affiliate, in each case, as employer under a Multiemployer Plan shall have made a complete or partial withdrawal from such Multiemployer Plan and the plan sponsor of such Multiemployer Plan shall have notified such withdrawing employer that such employer has incurred a withdrawal liability in (i) an annual amount exceeding fifty thousand ($50,000) dollars, or

(viii)an aggregate amount exceeding five hundred thousand ($500,000) dollars;

(fe)(i) any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) a determination that a Plan is “at risk” (within the meaning of Section 303 of ERISA) or any lien in favor of the PBGC or a Plan shall arise on the assets of any Nationstar Party or any ERISA Affiliate, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of Buyer, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Nationstar Party or any ERISA Affiliate shall file an application for a minimum funding waiver under section 302 of ERISA or section 412 of the Code with respect to any Plan, (v) any obligation for post-retirement medical costs (other than as required by COBRA) exists, or (vi) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect or

(vii) the assets of any Nationstar Party, any Subsidiary of any Nationstar Party, or any ERISA Affiliate become plan assets within the meaning of 29 CFR Section 2510.3-101 as modified by section 3(42) of ERISA;

(ff)any Governmental Authority or any person, agency or entity acting or purporting to act under governmental authority shall have taken any action to (i) condemn, seize or appropriate, or to assume custody or control of, all or any substantial part of the property or assets of any Nationstar Party or any its Affiliates or Subsidiaries; (ii) displace the management of any Nationstar Party or any of its Affiliates or Subsidiaries or to curtail its authority in the conduct of their respective business; or (iii) to remove, limit or restrict the approval of Seller or any of its Affiliates or Subsidiaries as an issuer, buyer or a seller/servicer of Mortgage Loans or securities backed thereby, and any such action provided for in this subsection (p) shall not have been discontinued or stayed within thirty

(30) days;

(fg)any Nationstar Party shall purport to disavow its obligations hereunder or shall contest the validity or enforceability of the Principal Agreements or Buyer’s interest in any Purchased Asset or other Purchased Items or Residual Collateral;

(fh)a default shall occur and be continuing beyond the expiration of any applicable grace period under any other Principal Agreement;

(fi)a Material Adverse Effect shall occur;

(fj)a Change of Control shall occur with respect to any Nationstar Party, except as permitted under Section 10.9;

(fk)any Principal Agreement shall for whatever reason (including an event of default thereunder) be terminated, without the consent of Buyer (other than, with respect to the Custodial Agreement, due to the resignation of the Custodian for reasons other than a breach by Guarantor of the Custodial Agreement), or this Agreement shall for any reason cease to create a valid, first priority security interest or ownership interest upon transfer in any of the Purchased Items;

(fl)a material breach of any of any Nationstar Party’s or Servicer’s subservicing obligations;

(fm)if any Nationstar Party is a member of MERS, any Nationstar Party’s membership in MERS is terminated for any reason;

(fn)any Nationstar Party shall fail to maintain all requisite Approvals;

(fo)a Servicing Termination Event shall occur; or

(fp)Guarantor’s audited financial statements or notes thereto or other opinions or conclusions stated therein shall be qualified or limited by reference to the status of any Nationstar Party as a “going concern” or reference of similar import.

With respect to any Event of Default which requires a determination to be made as to whether such Event of Default has occurred, such determination shall be made in Buyer’s sole good faith discretion and each Nationstar Party hereby agrees to be bound by and comply with any such determination by Buyer. An Event of Default shall be deemed to be continuing unless expressly waived by Buyer in writing; provided, that if Buyer expressly waives an Event of Default in writing, then such Event of Default shall be deemed to not be continuing.

11.2Remedies. Upon the occurrence and during the continuation of an Event of Default, Buyer may, by notice to Nationstar Parties, declare all or any portion of the Repurchase Prices related to the outstanding Transactions to be immediately due and payable whereupon the same shall become immediately due and payable, and the obligation of Buyer to enter into Transactions shall thereupon terminate; provided that the acceleration of all Repurchase Prices and termination of

Buyer’s obligation to enter into Transactions shall immediately occur upon the occurrence of an Event of Default under Section 11.1(k), (n) or (o), notwithstanding that Buyer may not have provided any such notice to Nationstar Parties. Further, it is understood and agreed that upon the occurrence of an Event of Default, each Nationstar Party shall strictly comply with the negative covenants contained in Article 10 hereunder and in no event shall any Nationstar Party declare and pay any dividends, incur additional Debt or Subordinated Debt, make payments on existing Debt or Subordinated Debt or otherwise distribute or transfer any of any Nationstar Party’s property and assets to any Person without the prior written consent of Buyer. Upon the occurrence and during the continuation of any Event of Default, Buyer may also, at its option, exercise any or all of the following rights and remedies:

(fq)enter the office(s) of any Nationstar Party and take possession of any of the Purchased Assets and Underlying Assets and Residual Collateral including any records relating thereto;

(fr)communicate with and notify Mortgagors of the Underlying Assets and obligors under other Underlying Assets or on any portion thereof, whether such communications and notifications are in verbal, written or electronic form, including, without limitation, communications and notifications that the Underlying Assets have been assigned to Buyer and that all payments thereon are to be made directly to Buyer or its designee; settle compromise, or release, in whole or in part, any amounts owing on the Underlying Assets or any portion of the Underlying Assets, on terms acceptable to Buyer; enforce payment and prosecute any action or proceeding with respect to any and all Underlying Assets; and where any Underlying Asset is in default, foreclose upon and enforce security interests in, such Underlying Assets by any available judicial procedure or without judicial process and sell property acquired as a result of any such foreclosure;

(fs)collect payments from Mortgagors and/or assume servicing of, or contract with a third party to subservice, any or all Underlying Assets requiring servicing and/or perform any obligations required in connection with Purchase Commitments, such third party’s fees to be paid by Nationstar Parties. In connection with collecting payments from Mortgagors and/or assuming servicing of any or all Underlying Assets, Buyer may take possession of and open any mail addressed to any Nationstar Party, remove, collect and apply all payments for any Nationstar Party, sign any Nationstar Party’s name to any receipts, checks, notes, agreements or other instruments or letters or appoint an agent to exercise and perform any of these rights. If Buyer so requests, Nationstar Parties shall promptly forward to Buyer or its designee, all further mail and all “trailing” documents, such as title insurance policies, deeds of trust, and other documents, and all loan payment histories, both in paper and electronic format, in each case, as same relate to the Underlying Assets;

(ft)proceed against any Nationstar Party under this Agreement;

(fu)either (x) sell, without notice or demand of any kind, at a public or private sale and at such price or prices as Buyer may deem to be commercially reasonable for cash or for future delivery without assumption of any credit risk, any or all or portions of the Purchased Items or Residual Collateral on a servicing-retained or servicing-released basis; provided that Buyer may purchase any or all of the Purchased Items or Residual Collateral at any public or private sale; provided further that any Nationstar Party shall remain liable to Buyer for any amounts that remain owing to Buyer following any such sale and/or credit; or (y) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Items or Residual Collateral, to give any Nationstar Party credit for such Purchased Items or Residual Collateral (including credit for the Servicing Rights in respect of sales on a servicing- retained basis) in an amount equal to the Market Value of the Underlying Assets against the aggregate unpaid Repurchase Price and any other amounts owing by Nationstar Parties hereunder. Nationstar Parties shall remain liable to Buyer for any amounts that remain owing to Buyer following a sale and/or credit under the preceding sentence;

(fv)enter into one or more hedging arrangements covering all or a portion of the Purchased Items or Residual Collateral; and/or

(fw)pursue any rights and/or remedies available at law or in equity against any Nationstar Party.

11.1Treatment of Custodial Account. During the existence of a Potential Default or an Event of Default, notwithstanding any other provision of this Agreement, no Nationstar Party shall have the right to withdraw or release any funds in the Custodial Account to itself or for its benefit, nor shall it have any right to set-off any amount owed to it by Buyer against funds held by it for Buyer in the Custodial Account. During the existence of an Event of Default, Nationstar Parties shall promptly remit to or at the direction of Buyer all funds related to the Purchased Assets in the Custodial Account.

11.2Sale of Purchased Items. With respect to any sale of Purchased Items or Residual Collateral pursuant to Section 11.2(e), Seller acknowledges and agrees that it may not be possible to purchase or sell all of the Purchased Items or the Underlying Asset or Residual Collateral on a particular Business Day, or in a transaction with the same purchaser, or in the same manner because the market for the Purchased Items and Residual Collateral may not be liquid. Seller further agrees that in view of the nature of the Purchased Items and the Residual Collateral, liquidation of a Transaction or the underlying Purchased Assets does not require a public purchase or sale. Accordingly, Buyer may elect the time and manner of liquidating any Purchased Items or Residual Collateral and nothing contained herein shall obligate Buyer to liquidate any Purchased Items or Residual Collateral on the occurrence of an Event of Default or to liquidate all Purchased Items or Residual Collateral in the same manner or on the same Business Day or constitute a waiver of any right or remedy of Buyer. Seller hereby waives any claims it may have against Buyer arising by reason of the fact that the price at which the Purchased Items or Residual Collateral may have been sold at such private sale was less than the price which might have been obtained at a public sale or was less than the aggregate Repurchase Price amount of the outstanding Transactions, even if Buyer accepts the first offer received and does not offer the Purchased Items or Residual Collateral, or any part thereof, to more than one offeree. Seller hereby agrees that the procedures outlined in Section 11.2(e) and this Section 11.4 for disposition and liquidation of the Purchased Items or Residual Collateral are commercially reasonable. Seller further agrees that it would not be commercially unreasonable for Buyer to dispose of the Purchased Items or Residual Collateral or any portion thereof by using internet sites that provide for the auction of assets similar to the Purchased Items and the Residual Collateral, or that have the reasonable capability of doing so, or that match buyers and sellers of assets.

11.3No Obligation to Pursue Remedy. Buyer shall have the right to exercise any of its rights and/or remedies without presentment, demand, protest or further notice of any kind other than as expressly set forth herein, all of which are hereby expressly waived by Nationstar Parties. Nationstar Parties further waive any right to require Buyer to (a) proceed against any Person, (b) proceed against or exhaust all or any of the Purchased Assets or Residual Collateral or pursue its rights and remedies as against the Purchased Assets or Residual Collateral in any particular order, or (c) pursue any other remedy in its power. Buyer shall not be required to take any steps necessary to preserve any rights of Nationstar Parties against holders of mortgages prior in lien to the lien of any Purchased Items or Residual Collateral or to preserve rights against prior parties. No failure on the part of Buyer to exercise, and no delay in exercising, any right, power or remedy provided hereunder, at law or in equity shall operate as a waiver thereof; nor shall any single or partial exercise by Buyer of any right, power or remedy provided hereunder, at law or in equity preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Without intending to limit the foregoing, all defenses based on the statute of limitations are hereby waived by Nationstar Parties. The remedies herein provided are cumulative and are not exclusive of any remedies provided at law or in equity.

11.4No Judicial Process. Buyer may enforce its rights and remedies hereunder without prior judicial process or hearing, and Nationstar Parties hereby expressly waive, to the extent permitted by law, any right Nationstar Parties might otherwise have to require Buyer to enforce its rights by judicial process. Nationstar Parties also waive, to the extent permitted by law, any defense Nationstar Parties might otherwise have to its obligations under this Agreement arising from use of

nonjudicial process, enforcement and sale of all or any portion of the Purchased Assets or from any other election of remedies. Nationstar Parties recognize that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s length.

11.5Reimbursement of Costs and Expenses. Buyer may, but shall not be obligated to, advance any sums or do any act or thing necessary to uphold and enforce the lien and priority of, or the security intended to be afforded by, any Purchased Items or Residual Collateral, including, without limitation, payment of delinquent Taxes or assessments and insurance premiums. All advances, charges, reasonable costs and expenses, including reasonable attorneys’ fees and disbursements and losses resulting from any hedging arrangements entered into by Buyer pursuant to Section 11.2(f), incurred or paid by Buyer in exercising any right, power or remedy conferred by this Agreement, or in the enforcement hereof, together with interest thereon, at the Default Rate, from the time of payment until repaid, shall become a part of the Repurchase Price.

11.6Application of Proceeds. The proceeds of any sale or other enforcement of Buyer’s interest in all or any part of the Purchased Assets or Residual Collateral shall be applied by Buyer:

(fx)first, to the payment of the costs and expenses of such sale or enforcement, including reasonable compensation to Buyer’s agents and counsel, and all expenses, liabilities and advances made or incurred by or on behalf of Buyer in connection therewith;

(fy)second, to the costs of cover and/or related hedging transactions;

(fz)third, to the payment of any other amounts due under this Agreement other than the aggregate Repurchase Price;

(ga)fourth, to the payment of the aggregate Repurchase Price;

(gb)fifth, to all other obligations owed by Nationstar Parties under this Agreement and the other Principal Agreements; and

(gc)sixth, in accordance with Buyer’s exercise of its rights under Section 11.9 hereof; and

(gd)seventh, the remainder, if any, to Seller.

11.3Rights of Set-Off. Buyer shall have the following rights of set-off:

(ge)If Nationstar Parties shall default in the payment or performance of any of its obligations under this Agreement, Buyer shall have the right, at any time, and from time to time, without notice, to set-off claims and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by Buyer to or for the credit of the account of Seller against and on account of the obligations and liabilities of any Nationstar Party under this Agreement, irrespective of whether or not Buyer shall have made any demand hereunder and whether or not said obligations and liabilities shall have become due; provided, however, that the aforesaid right to set-off shall not apply to any deposits of escrow monies being held on behalf of the Mortgagors related to the Underlying Assets or other third parties. Without limiting the generality of the foregoing, Buyer shall be entitled to set-off claims and apply property held by Buyer with respect to any Transaction against obligations and liabilities owed by any Nationstar Party to Buyer with respect to any other Transaction. Buyer may set off cash, the proceeds of any liquidation of the Purchased Items and Residual Collateral and all other sums or obligations owed by Buyer to such Nationstar Party against all of Nationstar Parties’ obligations to Buyer, whether under this Agreement, under a Transaction, or under any other agreement between the parties, or otherwise, whether or not such obligations are then due, without prejudice to Buyer’s right to recover any deficiency. Buyer agrees promptly to notify Nationstar Parties after any such set-off and application made by Buyer; provided that the failure to give such notice shall not affect the validity of such set-off and application.

(gf)In addition to the rights in subsection (a), Buyer and its Affiliates (collectively, “Bank of America Related Entities”), shall have the right to set-off and to appropriate or apply any and all deposits of money or property or any other indebtedness at any time held or owing by the Bank of America Related Entity to or for the credit of the account of each Nationstar Party and its Affiliates against and on account of the obligations of Nationstar Parties under any agreement(s) between a Nationstar Party and/or its Affiliates, on the one hand, and the Bank of America Related Entity, on the other hand, irrespective of whether or not the Bank of America Related Entity shall have made any demand hereunder and whether or not said obligations shall have matured. In exercising the foregoing right to set-off, any Bank of America Related Entity shall be entitled to withdraw funds in the Over/Under Account which are being held for or owing to Seller to set-off against any amounts due and owing by Seller to the Bank of America Related Entity. If a Bank of America Related Entity other than Buyer intends to exercise its right to set-off in this subsection (b), such Bank of America Related Entity shall provide Nationstar Parties prior notice thereof, and upon Nationstar Parties’ receipt of such notice, if the basis for such right to set-off is a Nationstar Party’s breach or default of its obligations to the Bank of America Related Entity, Nationstar Parties shall have three (3) Business Days to cure any such breach or default in order to avoid such set-off.

11.7Reasonable Assurances. If, at any time during the term of the Agreement, Buyer has reason to believe that any Nationstar Party is not conducting its business in accordance with, or otherwise is not satisfying: (i) all applicable statutes, regulations, rules, and notices of federal, state, or local governmental agencies or instrumentalities, all applicable requirements of Approved Investors and Insurers and prudent industry standards or (ii) all applicable requirements of Buyer, as set forth in this Agreement, then, Buyer shall have the right to demand, pursuant to notice from Buyer to Nationstar Parties specifying with particularity the alleged act, error or omission in question, reasonable assurances from Nationstar Parties that such a belief is in fact unfounded, and any failure of Nationstar Parties to provide to Buyer such reasonable assurances in form and substance reasonably satisfactory to Buyer, within the time frame specified in such notice, shall itself constitute an Event of Default hereunder, without a further cure period. Nationstar Parties hereby authorize Buyer to take such actions as may be necessary or appropriate to confirm the continued eligibility of Nationstar Parties for Transactions hereunder, including without limitation (i) ordering credit reports and/or appraisals with respect to any Underlying Asset, (ii) contacting Mortgagors, licensing authorities and Approved Investors or Insurers, and (iii) performing due diligence reviews on the Underlying Assets and related Mortgage Loan Files pursuant to Section 6.7.

11.8Events of Early Termination.

(gg)The occurrence of any of the following conditions or events shall be an Event of Early Termination:

(iii)If (A) any Nationstar Party has entered into any settlement with, or consented to the issuance of a consent order by, any Governmental Authority in which the fines, penalties, settlement amounts or any other amounts owed by Seller thereunder are, in the aggregate, greater than $25,000,000, and (B) Buyer has not, within five (5) Business Days following any Nationstar Party’s entry into such settlement or consent, provided such Nationstar Party with written notice that such settlement or consent by such Nationstar Party is acceptable to Buyer.

Any determination to be made as to whether such Event of Early Termination has occurred shall be made in Buyer’s sole good faith discretion and each Nationstar Party hereby agrees to be bound by and comply with any such determination by Buyer. An Event of Early Termination shall be deemed to be continuing unless expressly waived by Buyer in writing, but shall be deemed to be not continuing upon Buyer’s express written waiver.

(gh)Upon the occurrence of an Event of Early Termination, Buyer may, by notice to Nationstar Parties, declare all or any portion of the Repurchase Prices related to the outstanding Transactions to be due and payable whereupon (i) Seller shall remit the related Repurchase Prices to Buyer no later than the earlier of (A) the Maximum Dwell

Time of the related Underlying Assets or (B) ninety (90) days following Seller’s receipt of such notice from Buyer, and (ii) and the obligation of Buyer to enter into Transactions shall thereupon terminate. The failure by Seller to repay such Repurchase Prices pursuant to this clause (b) after receipt of such notice from Buyer shall constitute an Event of Default under Section11.1(h). Buyer shall be entitled to all rights and remedies in Section 11.2.

(gi)Buyer’s acceleration of the Repurchase Prices pursuant to Section 11.11(b) shall not affect the outstanding obligations of Nationstar Parties under this Agreement or any other Principal Agreement and all such outstanding obligations and the rights and remedies afforded Buyer in connection therewith, including, without limitation, those rights and remedies afforded Buyer under this Agreement, shall survive the termination of this Agreement. For the avoidance of doubt, Buyer shall not be liable to any Nationstar Party for any costs, loss or damages arising from or relating to a termination by Buyer in accordance with any subsection of this Section 11.11.

ARTICLE 12 INDEMNIFICATION

12.1Indemnification. Except as otherwise set forth herein, each Nationstar Party shall indemnify and hold harmless each of the Bank of America Related Entities and any of their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements of any kind whatsoever (including reasonable fees and disbursements of its counsel) that may be imposed upon, incurred by or asserted against such Indemnified Party in any way relating to or arising out of the Principal Agreements, any other document referred to therein or any of the transactions contemplated thereby, or any Purchased Items or the Residual Collateral or any Nationstar Party’s obligations thereunder, except for liabilities, losses and damages solely resulting from the gross negligence or willful misconduct of such Indemnified Party. Section 12.1 shall not apply with respect to Taxes other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Each Nationstar Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Principal Agreement (provided that if the terms of any Principal Agreement conflict with the foregoing, the terms of the Principal Agreement shall control) or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel.

12.2Reimbursement. Nationstar Parties shall reimburse the Bank of America Entities for all expenses required in the Transactions Terms Letter to be reimbursed when they become due and owing. In addition, Nationstar Parties agree to pay as and when billed by Buyer all of the out-of pocket costs and expenses incurred by Buyer in connection with (i) the consummation and administration of the transactions contemplated hereby including, without limitation, all the due diligence, inspection, testing and review costs and expenses incurred by Buyer with respect to Purchased Assets or the Underlying Assets or Residual Collateral prior to the Effective Date or pursuant to Section 6.7, or otherwise, (ii) the development, preparation and execution of, and any amendment, supplement or modification to, any Principal Agreement or any other documents prepared in connection therewith, and (iii) all the reasonable fees, disbursements and expenses of counsel to Buyer incurred in connection with any of the foregoing.

12.3Payment of Taxes.

(gj)All payments made by any Nationstar Party under this Agreement shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable laws (as determined in the good faith discretion of any Nationstar Party) require the deduction or withholding of any Tax from any such payment by a Nationstar Party, then such Nationstar Party shall be entitled to make such deduction and withholding and shall timely pay the full amount deducted or withheld to the relevant Government Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Nationstar Party shall be increased as

necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the Buyer receives an amount equal to the sum it would have received had no such deduction or withholding been made. As soon as practicable after any payment of Taxes by a Nationstar Party to a Governmental Authority pursuant to this Section, the Nationstar Party shall deliver to the Buyer the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Buyer. In addition, Nationstar Parties shall timely pay to the relevant Government Authority in accordance with applicable law any Other Taxes.

(gk)Nationstar Parties shall indemnify Buyer within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by Buyer or required to be withheld or deducted from a payment to Buyer and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Government Authority. A certificate as to the amount of such payment or liability delivered to such Nationstar Party by Buyer shall be conclusive absent manifest error.

(gl)Any Buyer that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under this Agreement shall deliver to the Seller, at the time or times reasonably requested by the Seller, such properly completed and executed documentation reasonably requested by Seller as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Buyer, if reasonably requested by the Seller, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Seller as will enable the Seller to determine whether or not such Buyer is subject to backup withholding or information reporting requirements. Any Buyer that is a U.S. Person shall deliver to the Seller on or about the date on which such Buyer becomes a Buyer under this Agreement (and from time to time thereafter upon the reasonable request of the Seller), executed copies of United States Internal Revenue Service (“IRS”) Form W-9 certifying that such Buyer is exempt from

U.S. federal backup withholding tax. Any Buyer that is not incorporated under the laws of the United States, any State thereof, or the District of Columbia (a “Foreign Buyer”) and that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under this Agreement shall provide Seller with properly completed IRS Form W-8BEN, W-8BEN-E, W-8IMY or W-8ECI or any successor form prescribed by the IRS, certifying that such Foreign Buyer is entitled to benefits under an income tax treaty to which the United States is a party which reduces or eliminates the rate of withholding Tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States or, as applicable, certifying that such Buyer is entitled to the benefits of the exemption for portfolio interest under Section 881(c) of the Code on or prior to the date upon which each such Foreign Buyer becomes a Buyer. If a payment made to the Buyer under this Agreement would be subject to U.S. federal withholding Tax imposed by FATCA if such Buyer were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Buyer shall deliver to the Seller at the time or times prescribed by law and at such time or times reasonably requested by the Seller such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Seller as may be necessary for the Seller to comply with its obligations under FATCA and to determine that such Buyer has complied with such Buyer’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of the preceding sentence, “FATCA” shall include any amendments made to FATCA after the date of this Agreement. If an IRS form previously delivered expires or becomes obsolete or inaccurate in any respect, each Buyer will update such form or promptly notify Nationstar Parties of its legal inability to do so.

(gm)If Buyer determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section

(including by the payment of additional amounts pursuant to this Section), it shall pay to the indemnifying Nationstar Party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of the Buyer and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such Nationstar Party, upon the request of the Buyer, shall repay to the Buyer the amount paid over pursuant to this paragraph (d) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that Buyer is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (d), in no event will the Buyer be required to pay any amount to a Nationstar Party pursuant to this paragraph (d) the payment of which would place the Buyer in a less favorable net after-Tax position than the Buyer would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.

(gn)Nothing contained in this Section 12.3 shall require Buyer to make available any of its Tax returns or other information that it deems to be confidential or proprietary or otherwise subject Buyer to any material unreimbursed cost or expense or materially prejudice the legal or commercial position of Buyer.

12.4Buyer Payment. If any Nationstar Party fails to pay when due any costs, expenses or other amounts payable by it under this Article 12, such amount may be paid on behalf of such Nationstar Party by Buyer, in its discretion and Nationstar Parties shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under any of the Principal Agreements.

12.5Agreement not to Assert Claims. Each Nationstar Party agrees not to assert any claim against any Indemnified Party, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Principal Agreements, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES.

12.6Survival. Without prejudice to the survival of any other agreement of Nationstar Parties hereunder, the covenants and obligations of each Nationstar Party contained in this Article 12 shall survive the payment in full of the Repurchase Prices and all other amounts payable hereunder and delivery of the Purchased Items by Buyer against full payment therefor.

ARTICLE 13

TERM AND TERMINATION

13.1Term. Provided that no Event of Default, Event of Early Termination or Potential Default has occurred and is continuing, and except as otherwise provided for herein, this Agreement shall commence on the Effective Date and continue until the Expiration Date set forth in the Transactions Terms Letter. Following expiration or termination of this Agreement, all amounts due Buyer under the Principal Agreements shall be immediately due and payable without notice to Nationstar Parties and without presentment, demand, protest, notice of protest or dishonor, or other notice of default, and without formally placing Nationstar Parties in default, all of which are hereby expressly waived by each Nationstar Party.

13.2Termination.

(go)Buyer may terminate this Agreement for cause at any time by providing notice to Nationstar Parties. For the avoidance of doubt, cause shall be deemed to exist if (i) this Agreement or any Transaction is deemed by a court or by statute to not constitute a “repurchase agreement,” a “securities contract,” or a “master netting agreement,” as each such term is defined in the Bankruptcy Code, (ii) payments or security offered hereunder

are deemed by a court or by statute not to constitute “settlement payments” or “margin payments” as each such term is defined in the Bankruptcy Code, (iii) this Agreement or any Transaction is deemed by a court or by statute not to constitute an agreement to provide financial accommodations as described in Bankruptcy Code Section 365(c)(1) or (iv) Buyer determines that there has been fraud, misrepresentation or any similar intentional conduct on behalf of any Nationstar Party, its officers, directors, employees, agents and/or its representatives with respect to any of any Nationstar Party’s obligations, responsibilities or actions undertaken in connection with this Agreement. Further, Buyer may, without cause and for any reason whatsoever, terminate this Agreement with respect to the Uncommitted Amount at any time in accordance with Section 2.2 hereof.

(gp)Upon termination of this Agreement for any reason, all outstanding amounts due to Buyer under the Principal Agreements shall be immediately due and payable without notice to Nationstar Parties and without presentment, demand, protest, notice of protest or dishonor, or other notice of default, and without formally placing Nationstar Parties in default, all of which are hereby expressly waived by each Nationstar Party. Further, any termination of this Agreement shall not affect the outstanding obligations of Nationstar Parties under this Agreement or any other Principal Agreement and all such outstanding obligations and the rights and remedies afforded Buyer in connection therewith, including, without limitation, those rights and remedies afforded Buyer under this Agreement, shall survive any termination of this Agreement. Buyer shall not be liable to Nationstar Parties for any costs, loss or damages arising from or relating to a termination by Buyer in accordance with any subsection of this Section 13.2.

13.3Extension of Term. Upon mutual agreement of Nationstar Parties and Buyer, the term of this Agreement may be extended. Such extension may be made subject to the terms and conditions hereunder and to any other terms and conditions as Buyer may determine to be necessary or advisable. Under no circumstances shall such an extension by Buyer be interpreted or construed as a forfeiture by Buyer of any of its rights, entitlements or interest created hereunder. Each Nationstar Party acknowledges and understands that Buyer is under no obligation whatsoever to extend the term of this Agreement beyond the initial term.

ARTICLE 14 GENERAL

14.1Integration; Servicing Provisions Integral and Non-Severable. This Agreement, together with the other Principal Agreements, and all other documents executed pursuant to the terms hereof and thereof, constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous oral or written communications with respect to the subject matter hereof, all of which such communications are merged herein. All Transactions hereunder constitute a single business and contractual relationship and each Transaction has been entered into in consideration of the other Transactions. Accordingly, each of Buyer and the Nationstar Parties agree that payments, deliveries, and other transfers made by either of them in respect of any Transaction shall be deemed to have been made in consideration of payments, deliveries, and other transfers in respect of any other Transactions hereunder, and the obligations to make any such payments, deliveries, and other transfers may be applied against each other and netted. Without limiting the generality of the foregoing, the provisions of this Agreement related to the servicing and Servicing Rights of Underlying Assets are integral, interrelated, and are non- severable from the purchase and sale provisions of the Agreement. Buyer has relied upon such provisions as being integral and non-severable in determining whether to enter into this Agreement and in determining the Purchase Price methodology for such Mortgage Loans. The integration of these servicing provisions is necessary to enable Buyer to obtain the maximum value from the sale of the Underlying Assets by having the ability to sell the Servicing Rights related to the Underlying Assets free from any claims or encumbrances. Further, the fact that Seller or the Servicer may be entitled to a servicing fee for interim servicing of the Underlying Assets or that Buyer may provide a separate notice of default to Seller or the Servicer regarding the servicing of the Underlying Assets shall not affect or otherwise change the intent of Nationstar Parties and Buyer regarding the integral and non-severable nature of the provisions in the Agreement related to servicing and Servicing Rights nor will such facts affect or otherwise

change Buyer’s ownership of the Participation Interests in the Servicing Rights related to the Underlying Assets (including Certified Mortgage Loans).

14.2Amendments. No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is in writing and signed by the party against whom the enforcement of such modification, waiver, amendment, discharge or change is sought.

14.3No Waiver. No failure or delay on the part of Nationstar Parties or Buyer in exercising any right, power or privilege hereunder and no course of dealing between Nationstar Parties and Buyer shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

14.4Remedies Cumulative. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies that Nationstar Parties or Buyer would otherwise have. No notice or demand on Nationstar Parties in any case shall entitle Nationstar Parties to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of Buyer to any other or further action in any circumstances without notice or demand.

14.5Assignment. The Principal Agreements may not be assigned by any Nationstar Party. The Principal Agreements, along with Buyer’s right, title and interest, including its security interest, in any or all of the Purchased Assets and other Purchased Items and Residual Collateral, may, at any time, be transferred or assigned, in whole or in part, by Buyer, and upon providing notice to Nationstar Parties of such transfer or assignment, any transferee or assignee thereof may enforce the Principal Agreements and such security interest directly against Nationstar Parties.

14.6Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The Buyer, acting solely for this purpose as an agent of the Seller, shall maintain at one if its offices in the United States a copy of each assignment and assumption and a register for the recordation of the names and addresses of any assigns and participants and the amounts of each assign’s and participant’s interest in the rights and obligations under this Agreement (“Register”). The entries in the Register shall be conclusive absent manifest error, and the Seller and Buyer shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Buyer for all purposes of this Agreement. This Register shall be available for inspection by the Seller and any Buyer, at any reasonable time and from time to time upon reasonable prior notice.

14.7Participations. Buyer may from time to time sell or otherwise grant participations in this Agreement, and the holder of any such participation, if the participation agreement so provides, (i) shall, with respect to its participation, be entitled to all of the rights of Buyer and (ii) may exercise any and all rights of set-off or banker’s lien with respect thereto, in each case as fully as though Nationstar Parties were directly obligated to the holder of such participation in the amount of such participation; provided, however, that Nationstar Parties shall not be required to send or deliver to any of the participants other than Buyer any of the materials or notices required to be sent or delivered by it under the terms of this Agreement, nor shall it have to act except in compliance with the instructions of Buyer.

14.8Invalidity. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been included.

14.9Additional Instruments. Nationstar Parties shall execute and deliver such further instruments and shall do and perform all matters and things necessary or expedient to be done or observed for the purpose of effectively creating, maintaining and preserving the security and benefits intended to be afforded by this Agreement.

14.10Survival. All representations, warranties, covenants and agreements herein contained on the part of Nationstar Parties shall survive any Transaction and shall be effective so long as this

Agreement is in effect or there remains any obligation of Nationstar Parties hereunder to be performed.

14.11Notices.

(gq)All notices, demands, consents, requests and other communications required or permitted to be given or made hereunder in writing shall be mailed (first class, return receipt requested and postage prepaid) or delivered in person or by overnight delivery service or by facsimile, addressed to the respective parties hereto at their respective addresses set forth below or, as to any such party, at such other address as may be designated by it in a notice to the other:

If to Seller:    The address set forth in the Transactions Terms Letter If to Buyer:    Bank of America, N.A.

31303 Agoura Road

Mail Code: CA6-917-02-63

Westlake Village, California 91361 Attention: Adam Gadsby, Managing Director Telephone: (818) 225-6541

Facsimile: (213) 457-8707 Email: Adam.Gadsby@bofa.com

With copies to:

Bank of America, N.A.

One Bryant Park, 11th Floor Mail Code: NY1-100-11-01

New York, New York 10036

Attention: Eileen Albus, Director, Mortgage Finance Telephone: (646) 855-0946

Facsimile: (646) 855-5050 Email: Eileen.Albus@bofa.com

Bank of America, N.A. One Bryant Park

Mail Code: NY1-100-17-01

New York, New York 10036

Attention: Amie Davis, Assistant General Counsel Telephone: (646) 855-0183

Facsimile: (704) 409-0337 Email: Amie.Davis@bofa.com

All written notices shall be conclusively deemed to have been properly given or made when duly delivered, if delivered in person or by overnight delivery service, or on the third (3rd) Business Day after being deposited in the mail, if mailed in accordance herewith, or upon transmission by the receiving party of a facsimile confirming receipt, if delivered by facsimile. Notwithstanding the foregoing, any notice of termination shall be deemed effective upon mailing, transmission, or delivery, as the case may be.

(gr)All notices, demands, consents, requests and other communications required or permitted to be given or made hereunder which are not required to be in writing may also be provided electronically either (i) as an electronic mail sent and addressed to the respective parties hereto at their respective electronic mail addresses set forth below, or as to any such party, at such other electronic mail address as may be

designated by it in a notice to the other or (ii) with respect to Buyer, via a posting of such notice on Buyer’s customer website(s).

If to Nationstar Parties: The email address(es) specified in the Transactions Terms Letter, if any.

If to Buyer:    Adam.Gadsby@bofa.com, Adam.Robitshek@bofa.com, Eileen.Albus@bofa.com and Amie.Davis@bofa.com.

14.12Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of New York, without regard to principles of conflicts of laws (other than Section 5-1401 of the New York General Obligations Law).

14.13Submission to Jurisdiction; Service of Process; Waivers. All legal actions between or among the parties regarding this Agreement, including, without limitation, legal actions to enforce this Agreement or because of a dispute, breach or default of this Agreement, shall be brought in the federal or state courts located in New York County, New York, which courts shall have sole and exclusive in personam, subject matter and other jurisdiction in connection with such legal actions. The parties hereto irrevocably consent and agree that venue in such courts shall be convenient and appropriate for all purposes and, to the extent permitted by law, waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same. The parties hereto further irrevocably consent and agree that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to its address set forth in Section 14.11(a), and that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

14.14Waiver of Jury Trial. Each of Nationstar Parties and Buyer hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement, any other Principal Agreement or the transactions contemplated hereby or thereby.

14.15Counterparts. This Agreement and the other Principal Agreements and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement and the other Principal Agreements (each a “Communication”) may be in the form of an Electronic Record and may be executed using Electronic Signatures (including, without limitation, facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. This Agreement may be executed simultaneously in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but each counterpart shall be deemed to be an original and all such counterparts shall constitute one and the same agreement. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by Buyer of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. Electronic Signatures and facsimile signatures shall be deemed valid and binding to the same extent as the original. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

14.16Headings. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning or interpretation of any provisions hereof.

14.17Joint and Several Liability of Each Nationstar Party. To the extent there is more than one Person which is named as a Seller under this Agreement, each such Person shall be jointly and severally liable for the rights, covenants, obligations and warranties and representations of “Seller” as contained herein and the actions of any Person (including another Seller) or third party

shall in no way affect such joint and several liability. Each such Seller acknowledges and agrees that (a) a Potential Default or an Event of Default is hereby considered a Potential Default or an Event of Default by each Seller, and (b) the Buyer shall have no obligation to proceed against one Seller before proceeding against the other Seller. Each such Seller hereby waives any defense to its obligations under this Agreement or any other Principal Agreement based upon or arising out of the disability or other defense or cessation of liability of one Seller versus the other. A Seller’s subrogation claim arising from payments to Buyer shall constitute a capital investment in another Seller (1) subordinated to any claims of Buyer, and (2) equal to a ratable share of the equity interests in such Seller.

14.18Confidential Information. To effectuate this Agreement, Buyer and Nationstar Parties may disclose to each other certain confidential information relating to the parties’ operations, computer systems, technical data, business methods, and other information designated by the disclosing party or its agent to be confidential, or that should be considered confidential in nature by a reasonable person given the nature of the information and the circumstances of its disclosure (collectively the “Confidential Information”). Confidential Information can consist of information that is either oral or written or both, and may include, without limitation, any of the following: (i) any reports, information or material concerning or pertaining to businesses, methods, plans, finances, accounting statements, and/or projects of either party or their affiliated or related entities; (ii) any of the foregoing related to the parties or their related or affiliated entities and/or their present or future activities and/or (iii) any term or condition of any agreement (including this Agreement) between either party and any individual or entity relating to any of their business operations. With respect to Confidential Information, the parties hereby agree, except as otherwise expressly permitted in this Agreement:

(gs)not to use the Confidential Information except in furtherance of this Agreement;

(gt)to use reasonable efforts to safeguard the Confidential Information against disclosure to any unauthorized third party with the same degree of care as they exercise with their own information of similar nature; and

(gu)not to disclose Confidential Information to anyone other than employees, agents or contractors with a need to have access to the Confidential Information and who are bound to the parties by like obligations of confidentiality, except that the parties shall not be prevented from using or disclosing any of the Confidential Information which: (i) is already known to the receiving party at the time it is obtained from the disclosing party; (ii) is now, or becomes in the future, public knowledge other than through wrongful acts or omissions of the party receiving the Confidential Information; (iii) is lawfully obtained by the party from sources independent of the party disclosing the Confidential Information and without confidentiality and/or non-use restrictions; or (iv) is independently developed by the receiving party without any use of the Confidential Information of the disclosing party. Notwithstanding anything contained herein to the contrary, Buyer may share any Confidential Information of Nationstar Parties with an Affiliate of Buyer for any valid business purpose, such as, but not limited to, to assist an Affiliate in evaluating a current or potential business relationship with Nationstar Parties.

In addition, the Principal Agreements and their respective terms, provisions, supplements and amendments, and transactions and notices thereunder (other than the tax treatment and tax structure of the transactions), are proprietary to Buyer and shall be held by Nationstar Parties in strict confidence and shall not be disclosed to any third party without the consent of Buyer except for (i) disclosure to Nationstar Parties’ direct and indirect parent companies, directors, attorneys, agents or accountants, provided that such attorneys or accountants likewise agree to be bound by this covenant of confidentiality, or are otherwise subject to confidentiality restrictions; (ii) upon prior written notice to Buyer, disclosure required by law, rule, regulation or order of a court or other regulatory body; (iii) upon prior written notice to Buyer, disclosure to any approved hedge counterparty to the extent necessary to obtain any hedging hereunder; (iv) any disclosures or filing required under Securities and Exchange Commission (“SEC”) or state securities’ laws; or (v) the tax treatment and tax structure of the transactions, which shall not be deemed confidential; provided that in the case of (ii), (iii) and (iv), Nationstar Parties shall take reasonable actions to provide Buyer with prior written notice; provided further that in the case of (iv), Nationstar Parties shall not file any of the Principal Agreements other than the Agreement with the SEC or

state securities office unless Nationstar Parties have (x) provided at least thirty (30) days (or such lesser time as may be demanded by the SEC or state securities office) prior written notice of such filing to Buyer, and (y) redacted all pricing information and other commercial terms.

If any party or any of its successors, Subsidiaries, officers, directors, employees, agents and/or representatives, including, without limitation, its insurers, sureties and/or attorneys, breaches its respective duty of confidentiality under this Agreement, the nonbreaching party(ies) shall be entitled to all remedies available at law and/or in equity, including, without limitation, injunctive relief

14.1Intent. Nationstar Parties and Buyer recognize and intend that:

(gv)this Agreement and each Transaction hereunder constitutes a “repurchase agreement” as that term is defined in Section 101(47)(A)(i) of the Bankruptcy Code, a “securities contract” as that term is defined in Section 741(7)(A)(i) of the Bankruptcy Code and a master netting agreement” as that term is defined in Section 101(38A)(A) of the Bankruptcy Code and that the pledge of the Residual Collateral and the Related Credit Enhancement in Section 6.1 hereof constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. Nationstar Parties and Buyer recognize and intend that this Agreement is an agreement to provide financial accommodations and is not subject to assumption pursuant to Bankruptcy Code Section 365(a), Nationstar Parties and Buyer further agrees that it shall not challenge, and hereby waives to the fullest extent available under applicable law its right to challenge, the characterization of any Transaction under this Agreement or this Agreement as a “repurchase agreement,” “securities contract,” and/or “master netting agreement” within the meaning of the Bankruptcy Code;

(gw)Buyer’s right to liquidate the Purchased Items and Residual Collateral delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies herein is a contractual right to liquidate, accelerate or terminate such Transaction as described in Bankruptcy Code Sections 555, 559 and 561 ;any payments or transfers of property made with respect to this Agreement or any Transaction to: (i) satisfy a Margin Deficit, (ii) comply with a Margin Call, or (iii) satisfy the provision of additional security agreements to provide enhancements to satisfy a deficiency in the Over/Under Account, shall in each case be considered a “margin payment” as such term is defined in Bankruptcy Code Section 741(5);

(gx)any payments or transfers of property by Nationstar Parties (i) on account of a Haircut, (ii) in partial or full satisfaction of a repurchase obligation, or (iii) fees and costs under this Agreement or under any Transaction shall in each case constitute “settlement payments” as such term is defined in Bankruptcy Code Section 741(8); and

(gy)Each of the Nationstar Parties and Buyer agree that this Agreement and each Transaction hereunder is intended to create a mutuality of obligations among the parties, and as such, the Agreement and each Transaction constitutes a contract that (i) is between all of the parties and (ii) places each party in the same right and capacity.

14.19Right to Liquidate. It is understood that either party’s right to liquidate Purchased Items and Residual Collateral delivered to it in connection with Transactions hereunder or to terminate or accelerate obligations under this Agreement or any individual Transaction, are contractual rights for same as described in Sections 555 and 559 of the Bankruptcy Code.

14.20Insured Depository Institution. If a party hereto is an “insured depository institution” as such term is defined in the Federal Deposit Insurance Act (as amended, the “FDIA”), then each Transaction hereunder is a “qualified financial contract” as that term is defined in the FDIA and any rules, orders or policy statements thereunder except insofar as the type of assets subject to such Transaction would render such definition inapplicable.

14.21Netting Contract. This Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to the FDICIA except insofar as one or more of the parties hereto is not a “financial institution” as that term is defined in the FDICIA.

14.22Tax Treatment. Each party to this Agreement acknowledges that it is its intent, solely for purposes of United States federal income tax purposes and any corresponding provisions of state, local and foreign law, but not for bankruptcy or any other non-tax purpose, to treat each Transaction as indebtedness of Seller that is secured by the Purchased Assets and to treat the Purchased Assets as beneficially owned by Seller in the absence of an Event of Default by Seller. All parties to this Agreement agree to such tax treatment and agree to take no action inconsistent with this treatment, unless required by law.

14.23Examination and Oversight by Regulators. Nationstar Parties agree that the transactions with Buyer under this Agreement may be subject to regulatory examination and oversight by one or more Governmental Authorities. Nationstar Parties shall comply with all reasonable requests made by Buyer to assist Buyer in complying with regulatory requirements imposed on Buyer.

14.24Amendment and Restatement. Guarantor and Buyer entered into the Original Agreement. Nationstar Parties and Buyer desire to enter into this Agreement in order to amend and restate the Original Agreement in its entirety. From and after the Effective Date, each of each Nationstar Party and Buyer shall hereafter be bound by the terms and conditions of this Agreement and the other Principal Agreements (as such term is defined herein). This Agreement amends and restates the terms and conditions of the Original Agreement, and is not a novation of any of the agreements or obligations incurred pursuant to the terms of the Original Agreement. Accordingly, all of the agreements and obligations incurred pursuant to the terms of the Original Agreement are hereby ratified and affirmed by the parties hereto and remain in full force and effect. For the avoidance of doubt, it is the intent of Buyer and Guarantor that the security interests and liens granted in the Purchased Assets pursuant to Section 6.1 of the Original Agreement shall continue in full force and effect. All references to the Original Agreement in any Principal Agreement or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. As between Buyer and Nationstar Parties, notwithstanding that one or more Principal Agreements may refer to the Guarantor as the seller thereunder, such reference shall not impact the validity or enforceability of such Principal Agreement in any respect, and to the extent necessary in the context thereof, such reference shall be deemed to refer to the applicable Nationstar Party hereunder.

14.25ISDA Stay Protocol. Buyer and Nationstar Parties each (i) confirms that prior to the date hereof it has adhered to the 2018 ISDA U.S. Resolution Stay Protocol (the “Protocol”), and (ii) agrees that the terms of the Protocol are incorporated into and form a part of this Agreement, and for such purposes this Agreement shall be deemed a Protocol Covered Agreement and each party shall be deemed to have the same status as a “Regulated Entity” and/or an “Adhering Party” as applicable to it under the Protocol. Terms used in this paragraph without definition shall have the meanings assigned to them under the QFC Stay Rules. For purposes of this paragraph, references to “this Agreement” include any related credit enhancements entered into between the parties or provided by one to the other. In addition, Buyer and Nationstar Parties agree that the terms of this paragraph shall be incorporated into any related covered affiliate credit enhancements, with all references to Buyer replaced by references to the covered affiliate support provider.

(Signature page to follow)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

BUYER:    BANK OF AMERICA, N.A.

By: /s/ Adam Robitshek        

Name:Adam Robitshek

Title: Director

SELLER:    NATIONSTAR PARTICIPATION SUB 1BM LLC

By: /s/ Pedro Alvarez     Name: Pedro Alvarez      Title: SVP Treasurer     

Acknowledged and Agreed to By:

GUARANTOR:    NATIONSTAR MORTGAGE LLC

By: /s/ Pedro Alvarez     Name: Pedro Alvarez      Title: SVP Treasurer     

PLEDGOR:    NATIONSTAR MORTGAGE LLC

By: /s/ Pedro Alvarez     Name: Pedro Alvarez      Title: SVP Treasurer     

EX-10.7

Exhibit 10.7

AMENDMENT NO. 19 TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

This Amendment Number Nineteen (this “Amendment”) is made as June 3, 2022, by and between Barclays Bank PLC (“Purchaser” and “Agent”) and Nationstar Mortgage LLC (“Seller”), to that certain Second Amended and Restated Master Repurchase Agreement, dated as of January 29, 2016 (as amended by that certain Amendment Number One to the Second Amended and Restated Master Repurchase Agreement, dated as of June 24, 2016, Amendment Number Two to the Second Amended and Restated Master Repurchase Agreement, dated as of October 17, 2016, Amendment Number Three to the Second Amended and Restated Master Repurchase Agreement, dated as of October 31, 2016, Amendment Number Four to the Second Amended and Restated Master Repurchase Agreement, dated as of October 30, 2017, Amendment Number Five to the Second Amended and Restated Master Repurchase Agreement, dated as of March 22, 2018, Amendment Number Six to the Second Amended and Restated Master Repurchase Agreement, dated as of May 29, 2018, Amendment Number Seven to the Second Amended and Restated Master Repurchase Agreement, dated as of October 24, 2018, Amendment Number Eight to the Second Amended and Restated Master Repurchase Agreement, dated as of November 20, 2018, Amendment Number Nine to the Second Amended and Restated Master Repurchase Agreement, dated as of January 28, 2019, Amendment Number Ten to the Second Amended and Restated Master Repurchase Agreement, dated as of March 29, 2019, Amendment Number Eleven to the Second Amended and Restated Master Repurchase Agreement, dated as of April 3, 2019, Amendment Number Twelve to the Second Amended and Restated Master Repurchase Agreement, dated as of October 25, 2019, Amendment Number Thirteen to the Second Amended and Restated Master Repurchase Agreement, dated as of March 30, 2020, Amendment Number Fourteen to the Second Amended and Restated Master Repurchase Agreement, dated as of September 11, 2020, Amendment Number Fifteen to the Second Amended and Restated Master Repurchase Agreement, dated as of October 26, 2020, Amendment Number Sixteen to the Second Amended and Restated Master Repurchase Agreement, dated as of December 18, 2020, Amendment Number Seventeen to the Second Amended and Restated Master Repurchase Agreement, dated as of July 9, 2021, and Amendment Number Eighteen to the Second Amended and Restated Master Repurchase Agreement, dated as of September 30, 2021, and as further amended, restated, supplemented or otherwise modified from time to time, the “RepurchaseAgreement”), by and among Seller, Agent and Purchaser. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Repurchase Agreement.

WHEREAS, pursuant to Section 28 of the Agreement the parties hereto desire to amend the Agreement as described below;

NOW, THEREFORE, pursuant to the provisions of the Agreement concerning modification and amendment thereof, and in consideration of the amendments, agreements and other provisions herein contained and of certain other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, it is hereby agreed between Seller and Purchaser as follows:

Section 1. Amendment to Agreement. Effective as of the Effective Date (as hereinafter defined), the Repurchase Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double- underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in Exhibit A hereto. The parties hereto further acknowledge and agree that Exhibit A constitutes the conformed Repurchase Agreement as amended and modified by the terms set forth herein.

Section 2. Fees and Expenses. Seller agrees to pay to Purchaser all documented and reasonable out of pocket fees and expenses incurred by Purchaser in connection with this Amendment, including all reasonable and documented fees and out of pocket costs and expenses

of the legal counsel to Purchaser and Agent incurred in connection with this Amendment, in accordance with Section 23(a) of the Repurchase Agreement.

Section 3. Conditions to Effectiveness of this Amendment. This Amendment shall become effective on the day (the “Effective Date”) when Seller shall have paid or delivered, as applicable, to Purchaser all fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaser:

(a)all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Program Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaim;

(b)a copy of this Amendment duly executed by each of the parties hereto;

(c)a copy of the Amendment Number Thirteen to the Second Amended and Restated Master Repurchase Agreement Pricing Side Letter, dated as of the date hereof;

(d)a copy of the Amendment Number Twenty-Three to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof;

(e)a copy of the Amendment Number Eleven to the Mortgage Loan Participation Purchase and Sale Agreement Pricing Side Letter, dated as of the date hereof;

(f)a copy of the Amendment Number Nineteen to the Loan and Security Agreement, dated as of the date hereof;

(g)a copy of the Amendment Number Three to the Third Amended and Restated Pricing Side Letter to the Loan and Security Agreement, dated as of the date hereof; and

(h)any other documents reasonably requested by Purchaser or Agent on or prior to the date hereof.

Section 4. Effect of Amendment. Except as expressly amended and modified by this Amendment, all provisions of the Repurchase Agreement shall remain in full force and effect and all such provisions shall apply equally to the terms and conditions set forth herein. After this Amendment becomes effective, all references in the Repurchase Agreement (or in any other document relating to the Mortgage Loans) to “this Agreement,” “the Repurchase Agreement,” “hereof,” “herein” or words of similar effect referring to such Agreement shall be deemed to be references to such Agreement as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Repurchase Agreement other than as set forth herein.

Section 5. Successors and Assigns. This Amendment shall be binding upon the parties hereto and their respective successors and assigns.

Section 6. Section Headings. The various headings and sub-headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Agreement or any provision hereof or thereof.

Section 7. Representations. In order to induce Purchaser to execute and deliver this Amendment, Seller hereby represents to Purchaser that as of the date hereof (i) it is in full compliance with all of the terms and conditions of the Program Documents and remains bound by the terms thereof and (ii) no Default or Event of Default has occurred and is continuing under the Program Documents.

Section 8. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED WITH AND GOVERNED BY AND ENFORCED IN ACCORDANCE WITH THE LAWS OF

THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS EXCEPT SECTIONS 5-1401 AND 5-1402 OF NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 9. Counterparts. For the purpose of facilitating the execution of this Amendment, and for other purposes, this Amendment may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original and such counterparts, together, shall constitute one and the same agreement. This Amendment shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the Uniform Commercial Code, in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm of otherwise verify the validity or authenticity thereof. The original documents shall be promptly delivered, if requested.

IN WITNESS WHEREOF, Purchaser, Agent and Seller have caused their names to be duly signed to this Amendment by their respective officers thereunto duly authorized, as of the date and year first above written.

BARCLAYS BANK PLC,

as Purchaser and Agent

By: /s/ Grace Park    

Name: Grace Park

Title: MD

NATIONSTAR MORTGAGE LLC,

as Seller

By: /s/ Pedro Alvarez    

Name: Pedro Alvarez

Title: Treasurer

EX-31.1

Exhibit 31.1

Certification Pursuant to Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section

302 of the Sarbanes-Oxley Act of 2002

I, Jay Bray, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, of Mr. Cooper Group Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a - 15(e) and 15d - 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d - 15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	July 27, 2022
/s/ Jay Bray
Jay Bray
Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification Pursuant to Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section

302 of the Sarbanes-Oxley Act of 2002

I, Jaime Gow, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, of Mr. Cooper Group Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a - 15(e) and 15d - 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d - 15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	July 27, 2022
/s/ Jaime Gow
Jaime Gow
Executive Vice President & Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Mr. Cooper Group Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jay Bray, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	July 27, 2022
/s/ Jay Bray
Jay Bray
Chief Executive Officer

EX-32.2

Exhibit 32.2

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Mr. Cooper Group Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jaime Gow, Executive Vice President & Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	July 27, 2022
/s/ Jaime Gow
Jaime Gow
Executive Vice President & Chief Financial Officer

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Cover Page - shares	6 Months Ended
	Jun. 30, 2022	Jul. 22, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2022
Document Transition Report	false
Entity File Number	001-14667
Entity Registrant Name	Mr. Cooper Group Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	91-1653725
Entity Address, Address Line One	8950 Cypress Waters Blvd
Entity Address, City or Town	Coppell
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75019
City Area Code	469
Local Phone Number	549-2000
Title of 12(b) Security	Common stock, $0.01 par value per share
Trading Symbol	COOP
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		71,650,299
Entity Central Index Key	0000933136
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false

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Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021
Assets
Cash and cash equivalents	$ 514	$ 895
Restricted cash	115	146
Mortgage servicing rights at fair value	6,151	4,223
Advances and other receivables, net of reserves of $150 and $167, respectively	892	1,228
Mortgage loans held for sale at fair value	2,072	4,381
Property and equipment, net of accumulated depreciation of $112 and $122, respectively	72	98
Deferred tax assets, net	750	991
Other assets	2,329	2,242
Total assets	12,895	14,204
Liabilities and Stockholders’ Equity
Unsecured senior notes, net	2,672	2,670
Advance and warehouse facilities, net	3,407	4,997
Payables and other liabilities	2,223	2,392
MSR related liabilities - nonrecourse at fair value	556	778
Total liabilities	8,858	10,837
Commitments and contingencies (Note 15)
Preferred stock at $0.00001 - 10 million shares authorized, zero shares issued, zero shares outstanding; aggregate liquidation preference of zero	0	0
Common stock at $0.01 par value - 300 million shares authorized, 93.2 million shares issued	1	1
Additional paid-in-capital	1,094	1,116
Retained earnings	3,688	2,879
Treasury shares at cost - 21.6 million and 19.4 million shares, respectively	(747)	(630)
Total Mr. Cooper stockholders’ equity	4,036	3,366
Non-controlling interests	1	1
Total stockholders’ equity	4,037	3,367
Total liabilities and stockholders’ equity	$ 12,895	$ 14,204

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Advances and other receivables, reserves	$ 150,000,000	$ 167,000,000
Accumulated depreciation	$ 112,000,000	$ 122,000,000
Preferred stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Preferred stock, liquidation preference	$ 0	$ 0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common stock, shares, issued (in shares)	93,200,000	93,200,000
Treasury stock (in shares)	21,600,000	19,400,000

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Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenues:
Service related, net	$ 460	$ (8)	$ 1,215	$ 572
Net gain on mortgage loans held for sale	139	582	436	1,261
Total revenues	599	574	1,651	1,833
Expenses:
Salaries, wages and benefits	203	277	431	554
General and administrative	125	148	235	325
Total expenses	328	425	666	879
Interest income	50	51	86	97
Interest expense	(111)	(119)	(217)	(245)
Other (expense) income, net	(5)	486	217	486
Total other (expense) income, net	(66)	418	86	338
Income (loss) from continuing operations before income tax expense (benefit)	205	567	1,071	1,292
Less: Income tax expense	54	140	262	306
Net income from continuing operations	151	427	809	986
Net income from discontinued operations	0	12	0	14
Net income	151	439	809	1,000
Less: Undistributed earnings attributable to participating stockholders	0	4	0	9
Net income attributable to common stockholders	$ 151	$ 435	$ 809	$ 991
Earnings Per Share [Abstract]
Income (Loss) from Continuing Operations, Per Basic Share	$ 2.08	$ 4.91	$ 11.04	$ 11.13
Income (Loss) from Continuing Operations, Per Diluted Share	2.03	4.72	10.74	10.65
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic Share	0	0.14	0	0.16
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Diluted Share	0	0.13	0	0.15
Basic (in dollars per share)	2.08	5.05	11.04	11.29
Diluted (in dollars per share)	$ 2.03	$ 4.85	$ 10.74	$ 10.80

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Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Millions	Total	Preferred Stock	Common Stock	Additional Paid-in Capital	Retained Earnings	Treasury Share Amount	Total Mr. Cooper Stockholders’ Equity	Non-controlling Interests
Shares outstanding, beginning balance (in shares) at Dec. 31, 2020		1,000	89,457
Stockholders' equity, beginning balance at Dec. 31, 2020	$ 2,504	$ 0	$ 1	$ 1,126	$ 1,434	$ (58)	$ 2,503	$ 1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued / (surrendered) under incentive compensation plan (in shares)			1,197
Shares issued / (surrendered) under incentive compensation plan	(20)			(20)			(20)
Share-based compensation	14			14			14
Repurchase of common stock (in shares)			(4,505)
Repurchase of common stock	(148)					(148)	(148)
Net income	1,000				1,000		1,000	0
Shares outstanding, ending balance (in shares) at Jun. 30, 2021		1,000	86,149
Stockholders' equity, ending balance at Jun. 30, 2021	3,350	$ 0	$ 1	1,120	2,434	(206)	3,349	1
Shares outstanding, beginning balance (in shares) at Dec. 31, 2020		1,000	89,457
Stockholders' equity, beginning balance at Dec. 31, 2020	2,504	$ 0	$ 1	1,126	1,434	(58)	2,503	1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Repurchase of common stock (in shares)			14,800
Shares outstanding, ending balance (in shares) at Dec. 31, 2021		0	73,777
Stockholders' equity, ending balance at Dec. 31, 2021	3,367	$ 0	$ 1	1,116	2,879	(630)	3,366	1
Shares outstanding, beginning balance (in shares) at Mar. 31, 2021		1,000	86,135
Stockholders' equity, beginning balance at Mar. 31, 2021	2,904	$ 0	$ 1	1,113	1,995	(206)	2,903	1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued / (surrendered) under incentive compensation plan (in shares)			14
Shares issued / (surrendered) under incentive compensation plan	(1)			(1)			(1)
Share-based compensation	8			8			8
Net income	439				439		439	0
Shares outstanding, ending balance (in shares) at Jun. 30, 2021		1,000	86,149
Stockholders' equity, ending balance at Jun. 30, 2021	3,350	$ 0	$ 1	1,120	2,434	(206)	3,349	1
Shares outstanding, beginning balance (in shares) at Dec. 31, 2021		0	73,777
Stockholders' equity, beginning balance at Dec. 31, 2021	3,367	$ 0	$ 1	1,116	2,879	(630)	3,366	1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued / (surrendered) under incentive compensation plan (in shares)			856
Shares issued / (surrendered) under incentive compensation plan	(21)			(39)		18	(21)
Share-based compensation	17			17			17
Repurchase of common stock (in shares)			(2,982)
Repurchase of common stock	(135)					(135)	(135)
Net income	809				809		809	0
Shares outstanding, ending balance (in shares) at Jun. 30, 2022		0	71,651
Stockholders' equity, ending balance at Jun. 30, 2022	4,037	$ 0	$ 1	1,094	3,688	(747)	4,036	1
Shares outstanding, beginning balance (in shares) at Mar. 31, 2022		0	73,906
Stockholders' equity, beginning balance at Mar. 31, 2022	3,977	$ 0	$ 1	1,085	3,537	(647)	3,976	1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued / (surrendered) under incentive compensation plan (in shares)			6
Shares issued / (surrendered) under incentive compensation plan	0			0		0	0
Share-based compensation	9			9			9
Repurchase of common stock (in shares)			(2,261)
Repurchase of common stock	(100)					(100)	(100)
Net income	151				151		151	0
Shares outstanding, ending balance (in shares) at Jun. 30, 2022		0	71,651
Stockholders' equity, ending balance at Jun. 30, 2022	$ 4,037	$ 0	$ 1	$ 1,094	$ 3,688	$ (747)	$ 4,036	$ 1

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Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions		6 Months Ended
		Jun. 30, 2022	Jun. 30, 2021
Operating Activities
Net income		$ 809	$ 1,000
Net income from discontinued operations		0	14
Net income from continuing operations		809	986
Adjustments to reconcile net income from continuing operations to net cash attributable to operating activities:
Deferred tax expense		241	215
Net gain on mortgage loans held for sale		(436)	(1,261)
Provision for servicing and non-servicing reserves		11	21
Fair value changes in mortgage servicing rights		(663)	190
Fair value changes in MSR related liabilities		131	2
Depreciation and amortization for property and equipment and intangible assets		20	31
Gain on sale of business		0	(487)
Gain on disposition of assets		223	0
Other operating activities		39	32
Repurchases of forward loan assets out of Ginnie Mae securitizations		(2,686)	(5,812)
Mortgage loans originated and purchased for sale, net of fees		(19,370)	(47,560)
Sales proceeds and loan payment proceeds for mortgage loans held for sale		24,510	52,923
Changes in assets and liabilities:
Advances and other receivables		311	48
Other assets		4	101
Payables and other liabilities		(116)	4
Net cash attributable to operating activities - continuing operations		2,582	(567)
Net cash attributable to operating activities - discontinued operations		0	453
Net cash attributable to operating activities		2,582	(114)
Investing Activities
Property and equipment additions, net of disposals		(9)	(26)
Purchase of mortgage servicing rights		(1,151)	(217)
Proceeds on sale of mortgage servicing rights		275	13
Other investing activities		0	(17)
Net cash attributable to investing activities - continuing operations		(885)	(247)
Net cash attributable to investing activities - discontinued operations		0	0
Net cash attributable to investing activities		(885)	(247)
Financing Activities
(Decrease) increase in advance and warehouse facilities		(1,597)	1,047
Repayments of excess spread financing		(292)	0
Settlements of excess spread financing		(61)	(81)
Repurchase of common stock		(135)	(148)
Other financing activities		(24)	(23)
Net cash attributable to financing activities - continuing operations		(2,109)	795
Net cash attributable to financing activities - discontinued operations		0	(441)
Net cash attributable to financing activities		(2,109)	354
Net decrease in cash, cash equivalents, and restricted cash		(412)	(7)
Cash, cash equivalents, and restricted cash - beginning of period		1,041	913
Cash, cash equivalents, and restricted cash - end of period(1)	[1]	629	906
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]
Equity consideration received from disposition of assets		250	0
Purchase of mortgage servicing rights		45	7
Noncash Transaction, Sale of Forward Mortgage Servicing Rights		15	0
Consideration from sale of business		$ 0	$ 499

[1] The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the condensed consolidated balance sheets. June 30, 2022June 30, 2021Cash and cash equivalents$514 $716 Restricted cash115 113 Restricted cash within assets of discontinued operations— 77 Total cash, cash equivalents, and restricted cash$629 $906 

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Unaudited Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions		Jun. 30, 2022	Jun. 30, 2021
Statement of Cash Flows [Abstract]
Cash and cash equivalents		$ 514	$ 716
Restricted cash		115	113
Restricted cash within assets of discontinued operations		0	77
Total cash, cash equivalents, and restricted cash	[1]	$ 629	$ 906

[1] The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the condensed consolidated balance sheets. June 30, 2022June 30, 2021Cash and cash equivalents$514 $716 Restricted cash115 113 Restricted cash within assets of discontinued operations— 77 Total cash, cash equivalents, and restricted cash$629 $906 

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Nature of Business and Basis of Presentation

6 Months Ended

Jun. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Business and Basis of Presentation

1. Nature of Business and Basis of Presentation

Nature of Business

Mr. Cooper Group Inc., collectively with its consolidated subsidiaries, (“Mr. Cooper,” the “Company,” “we,” “us” or “our”) provides servicing, origination and transaction-based services related to single family residences throughout the United States with operations under its primary brands: Mr. Cooper® and Xome®. Mr. Cooper is one of the largest home loan originators and servicers in the country focused on delivering a variety of servicing and lending products, services and technologies. The Company’s corporate website is located at www.mrcoopergroup.com. The Company has provided a glossary of terms, which defines certain industry-specific and other terms that are used herein, in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of this Form 10-Q.

Basis of Presentation

The interim condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Reports on Form 10-K for the year ended December 31, 2021.

The interim condensed consolidated financial statements are unaudited; however, in the opinion of management, all adjustments, consisting of normal recurring items, considered necessary for a fair presentation of the results of the interim periods have been included. Dollar amounts are reported in millions, except per share data and other key metrics, unless otherwise noted.

Share-based compensation for restricted stock units granted to employees of the Company, consultants, and non-employee directors is based on the fair market value of the Company’s common stock on the grant date and recognized as an expense over the requisite employee service period on a straight-line basis using an accelerated attribution model. Shares for these awards are issued to employees from treasury stock.

Basis of Consolidation

The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, other entities in which the Company has a controlling financial interest and those variable interest entities (“VIE”) where the Company’s wholly-owned subsidiaries are the primary beneficiaries. Assets and liabilities of VIEs and their respective results of operations are consolidated from the date that the Company became the primary beneficiary through the date the Company ceases to be the primary beneficiary. The Company applies the equity method of accounting to investments where it is able to exercise significant influence, but not control, over the policies and procedures of the entity and owns less than 50% of the voting interests. These investments are initially measured at cost and subsequently adjusted for Company’s proportionate share of earnings and losses in the investee. Investments in certain companies over which the Company does not exert significant influence are recorded at fair value, or at cost upon election of measurement alternative, at the end of each reporting period. Intercompany balances and transactions on consolidated entities have been eliminated.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates due to factors such as adverse changes in the economy, macro-economic uncertainty, changes in interest rates, secondary market pricing for loans held for sale and derivatives, strength of underwriting and servicing practices, changes in prepayment assumptions, declines in home prices or discrete events adversely affecting specific borrowers and such differences could be material.

Reclassifications

Certain reclassifications have been made in the 2021 condensed consolidated statement of cash flows to conform to 2022 presentation. Such reclassifications were not material and did not affect total revenues or net income.

Recent Accounting Guidance AdoptedThe Company did not adopt any accounting guidance during the six months ended June 30, 2022 that had a material impact on its condensed consolidated financial statements or disclosures.

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Discontinued Operations and Disposal Groups

6 Months Ended

Jun. 30, 2022

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure

2. Dispositions

Sale of Mortgage Servicing Platform

On March 31, 2022, the Company completed the sale of certain assets and liabilities of its servicing and subservicing technology platform for performing and non-performing mortgage loans (the “Mortgage Servicing Platform”) to Sagent M&C, LLC (“Sagent”), in exchange for Class A-1 Common Units equal to 19.9% ownership of Sagent, and the sale of certain tangible personal property of the Company used in the conduct of the Mortgage Servicing Platform in exchange for $9.9 in cash, for total consideration of $260 (the “Sagent Transaction”). In connection with the Sagent Transaction, the Company recorded a gain of $223, which was included in other income, net within the condensed consolidated statements of operations, and recorded $4 transaction costs during the six months ended June 30, 2022. No transaction costs were recorded in the three months ended June 30, 2022. The net carrying amount of assets and liabilities transferred in connection with the Sagent Transaction was $31 and reported under Corporate/Other.

The Company accounted for the equity interest under the equity method of accounting, as the Company has the ability to exercise significant influence over Sagent’s operating and financial decisions but does not own a majority equity interest or otherwise control the respective entity. Under the equity method of accounting, the investment is initially stated at cost and subsequently adjusted for additional investments and the Company’s proportionate share of Sagent’s earnings or losses and distributions. The initial cost of the equity interest recorded was $250, which represented the fair value as of March 31, 2022.

Sale of Reverse Servicing Portfolio

In 2021, the Company completed the sale of its reverse servicing portfolio, operating under Champion Mortgage brand (“Champion”), to Mortgage Assets Management, LLC and its affiliates (“MAM”) for total consideration of $1,640. Upon close of the transaction, MAM assumed Champion’s reverse portfolio and related operations. The Company recorded transaction costs of $5 during the three and six months ended June 30, 2021. The carrying amounts of assets and liabilities associated with the reverse servicing operation were reported under the Servicing segment. The sale of business represents a strategic shift in the Company’s operations. Therefore, the sale of the reverse servicing portfolio qualifies for reporting as discontinued operations, and the related results of operations are reported as discontinued operations in the condensed consolidated statements of operations for prior periods presented.

As part of the transaction, the Company entered into a transitional servicing agreement with MAM, under which the Company was compensated for continuing to subservice the reverse loans through the date that the loans were transferred out of Company’s servicing system. The transfer of the loans out of the Company’s servicing system was completed on April 1, 2022. In addition, the Company retained certain loans, primarily related to previously liquidated loans. As of June 30, 2022, the retained total assets and total liabilities were $34 and $26, respectively. As of December 31, 2021, the retained total assets and total liabilities were $55 and $39, respectively. The retained assets and liabilities are included in other assets, and payables and other liabilities, respectively, on the condensed consolidated balance sheets.

The following table sets forth the condensed consolidated statements of operations data for discontinued operations for the three and six months ended June 30, 2021:

	Three Months Ended June 30, 2021		Six Months Ended June 30, 2021
Revenue - service related, net	$	1	$	9
Salaries, wages and benefits expense	(8)		(16)
General and administrative expense	71		64
Interest income	43		87
Interest expense	(30)		(64)
Loss on classification as discontinued operations	(61)		(61)
Income from discontinued operations before income tax expense	16		19
Less: Income tax expense	4		5
Net income from discontinued operations	$	12	$	14

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Mortgage Servicing Rights and Related Liabilities

6 Months Ended

Jun. 30, 2022

Transfers and Servicing [Abstract]

Mortgage Servicing Rights and Related Liabilities

3. Mortgage Servicing Rights and Related Liabilities

The following table sets forth the carrying value of the Company’s mortgage servicing rights (“MSRs”) and the related liabilities. In estimating the fair value of all mortgage servicing rights and related liabilities, the impact of the current environment was considered in the determination of key assumptions.

MSRs and Related Liabilities	June 30, 2022		December 31, 2021
MSRs - fair value	$	6,151	$	4,223
Excess spread financing - fair value	$	532	$	768
Mortgage servicing rights financing - fair value	24		10
MSR related liabilities - nonrecourse at fair value	$	556	$	778

Mortgage Servicing Rights

The following table sets forth the activities of MSRs:

	Six Months Ended June 30,
MSRs - Fair Value	2022		2021
Fair value - beginning of period	$	4,223	$	2,703
Additions:
Servicing retained from mortgage loans sold	360		554
Purchases of servicing rights	1,178		218
Dispositions:
Sales of servicing assets	(289)		(12)
Changes in fair value:
Changes in valuation inputs or assumptions used in the valuation model (MSR MTM)	1,124		321
Changes in valuation due to amortization	(461)		(511)
Other changes	16		34
Fair value - end of period	$	6,151	$	3,307

During the six months ended June 30, 2022 and 2021, the Company sold $20,052 and $1,076 in unpaid principal balance (“UPB”) of MSRs, of which $19,367 and $1,008 were retained by the Company as subservicer, respectively.

MSRs are segregated between investor type into agency and non-agency pools (referred to herein as “investor pools”) based upon contractual servicing agreements with investors at the respective balance sheet date to evaluate the MSR portfolio and fair value of the portfolio. Agency investors primarily consist of government sponsored enterprises (“GSE”), such as the Federal National Mortgage Association (“Fannie Mae” or “FNMA”) and the Federal Home Loan Mortgage Corp (“Freddie Mac” or “FHLMC”), and the Government National Mortgage Association (“Ginnie Mae” or “GNMA”). Non-agency investors consist of investors in private-label securitizations.

The following table provides a breakdown of UPB and fair value for the Company’s MSRs:

	June 30, 2022				December 31, 2021
MSRs - UPB and Fair Value Breakdown	UPB		Fair Value		UPB		Fair Value
Investor Pools
Agency	$	364,436	$	5,806	$	302,851	$	3,859
Non-agency	32,951		345		36,357		364
Total	$	397,387	$	6,151	$	339,208	$	4,223

Refer to Note 13, Fair Value Measurements, for further discussion on key weighted-average inputs and assumptions used in estimating the fair value of MSRs.

The following table shows the hypothetical effect on the fair value of the Company’s MSRs when applying certain unfavorable variations of key assumptions to these assets for the dates indicated:

	Discount Rate				Total Prepayment Speeds				Cost to Service per Loan
MSRs - Hypothetical Sensitivities	100 bps Adverse Change		200 bps Adverse Change		10% Adverse Change		20% Adverse Change		10% Adverse Change		20% Adverse Change
June 30, 2022
Mortgage servicing rights	$	(258)	$	(495)	$	(150)	$	(293)	$	(66)	$	(132)
December 31, 2021
Mortgage servicing rights	$	(141)	$	(272)	$	(148)	$	(286)	$	(46)	$	(93)

These hypothetical sensitivities should be evaluated with care. The effect on fair value of an adverse change in assumptions generally cannot be determined because the relationship of the change in assumptions to the fair value may not be linear. Additionally, the impact of a variation in a particular assumption on the fair value is calculated while holding other assumptions constant. In reality, changes in one factor may lead to changes in other factors, which could impact the above hypothetical effects.

Excess Spread Financing - Fair Value

The Company had excess spread financing liability of $532 and $768 as of June 30, 2022 and December 31, 2021, respectively. Refer to Note 13, Fair Value Measurements, for key weighted-average inputs and assumptions used in the valuation of excess spread financing liability. In June 2022, the Company entered into an assignment agreement with an investor to repurchase excess spread liabilities for a total purchase price of $277.

The following table shows the hypothetical effect on the Company’s excess spread financing fair value when applying certain unfavorable variations of key assumptions to these liabilities for the dates indicated:

	Discount Rate				Prepayment Speeds
Excess Spread Financing - Hypothetical Sensitivities	100 bps Adverse Change		200 bps Adverse Change		10% Adverse Change		20% Adverse Change
June 30, 2022
Excess spread financing	$	20	$	42	$	13	$	26
December 31, 2021
Excess spread financing	$	26	$	54	$	28	$	58

These hypothetical sensitivities should be evaluated with care. The effect on fair value of an adverse change in assumptions generally cannot be determined because the relationship of the change in assumptions to the fair value may not be linear. Additionally, the impact of a variation in a particular assumption on the fair value is calculated while holding other assumptions constant. In reality, changes in one factor may lead to changes in other factors, which could impact the above hypothetical effects. Also, a positive change in the above assumptions would not necessarily correlate with the corresponding decrease in the net carrying amount of the excess spread financing. Excess spread financing’s cash flow assumptions that are utilized in determining fair value are based on the related cash flow assumptions used in the financed MSRs. Any fair value change recognized in the financed MSRs attributable to related cash flows assumptions would inherently have an inverse impact on the carrying amount of the related excess spread financing.

Mortgage Servicing Rights Financing - Fair Value

The Company had MSR financing liability of $24 and $10 as of June 30, 2022 and December 31, 2021, respectively. Refer to Note 13, Fair Value Measurements, for key weighted-average inputs and assumptions used in the valuation of the MSR financing liability.

Servicing Segment Revenues

The following table sets forth the items comprising total revenues for the Servicing segment:

	Three Months Ended June 30,				Six Months Ended June 30,
Total Revenues - Servicing	2022		2021		2022		2021
Contractually specified servicing fees(1)	$	378	$	275	$	705	$	551
Other service-related income(1)	20		214		68		359
Incentive and modification income(1)	9		14		18		28
Late fees(1)	19		16		38		34
Mark-to-market adjustments(2)	200		(140)		753		225
Amortization, net of accretion(3)	(199)		(198)		(401)		(365)
Other(4)	(32)		(76)		(70)		(159)
Total revenues - Servicing	$	395	$	105	$	1,111	$	673

(1)The Company recognizes revenue on an earned basis for services performed. Amounts include subservicing related revenues.

(2)Mark-to-market (“MTM”) adjustments include fair value adjustments on MSR, excess spread financing and MSR financing liabilities. The amount of MSR MTM includes the impact of negative modeled cash flows which have been transferred to reserves on advances and other receivables. The negative modeled cash flows relate to advances and other receivables associated with inactive and liquidated loans that are no longer part of the MSR portfolio. The impact of negative modeled cash flows was $6 and $8 for the three months ended June 30, 2022 and 2021 and $12 and $20 for the six months ended June 30, 2022 and 2021, respectively.

(3)Amortization is net of excess spread accretion of $27 and $70 during the three months ended June 30, 2022 and 2021, respectively. For the six months ended June 30, 2022 and 2021, amortization is net of excess spread accretion of $60 and $146, respectively.

(4)Other represents the excess servicing fee that the Company pays to the counterparties under the excess spread financing arrangements, portfolio runoff and the payments made associated with MSR financing arrangements.

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Advances and Other Receivables

6 Months Ended

Jun. 30, 2022

Receivables [Abstract]

Advances and Other Receivables

4. Advances and Other Receivables

Advances and other receivables, net, consists of the following:

Advances and Other Receivables, Net	June 30, 2022		December 31, 2021
Servicing advances, net of $14 and $19 purchase discount, respectively	$	915	$	1,263
Receivables from agencies, investors and prior servicers, net of $8 and $12 purchase discount, respectively	127		132
Reserves	(150)		(167)
Total advances and other receivables, net	$	892	$	1,228

The following table sets forth the activities of the servicing reserves for advances and other receivables:

	Three Months Ended June 30,				Six Months Ended June 30,
Reserves for Advances and Other Receivables	2022		2021		2022		2021
Balance - beginning of period	$	152	$	206	$	167	$	208
Provision and other additions(1)	18		26		34		41
Write-offs	(20)		(41)		(51)		(58)
Balance - end of period	$	150	$	191	$	150	$	191

(1)The Company recorded a provision of $6 and $8 through the MTM adjustments in revenues - service related, net, in the condensed consolidated statements of operations during the three months ended June 30, 2022 and 2021, respectively, and $12 and $20 during the six months ended June 30, 2022 and 2021, respectively, for inactive and liquidated loans that are no longer part of the MSR portfolio. Other additions represent reclassifications of required reserves provisioned within other balance sheet accounts as associated serviced loans become inactive or liquidate.

Purchase Discount for Advances and Other Receivables

The following tables set forth the activities of the purchase discounts for advances and other receivables:

	Three Months Ended June 30,
	2022				2021
Purchase Discount for Advances and Other Receivables	Servicing Advances		Receivables from Agencies, Investors and Prior Servicers		Servicing Advances		Receivables from Agencies, Investors and Prior Servicers
Balance - beginning of period	$	16	$	8	$	63	$	20
Utilization of purchase discounts	(2)		—		(37)		—
Balance - end of period	$	14	$	8	$	26	$	20

	Six Months Ended June 30,
	2022				2021
Purchase Discount for Advances and Other Receivables	Servicing Advances		Receivables from Agencies, Investors and Prior Servicers		Servicing Advances		Receivables from Agencies, Investors and Prior Servicers
Balance - beginning of period	$	19	$	12	$	72	$	21
Utilization of purchase discounts	(5)		(4)		(46)		(1)
Balance - end of period	$	14	$	8	$	26	$	20

Credit Loss for Advances and Other Receivables

During the three and six months ended June 30, 2022, the Company increased the current expected credit loss (“CECL”) reserve by $3 and $7, respectively. During the three and six months ended June 30, 2021, the Company increased the CECL reserve by $3 and $4, respectively. In addition, the Company had no write-offs during the three months ended June 30, 2022 and wrote off $5 of the CECL reserve during the six months ended June 30, 2022. As of June 30, 2022, the total CECL reserve was $33, of which $25 and $8 were recorded in reserves and purchase discount for advances and other receivables, respectively. As of June 30, 2021, the total CECL reserve was $42, of which $25 and $17 were recorded in reserves and purchase discount for advances and other receivables, respectively.

The Company determined that the credit-related risk associated with applicable financial instruments typically increase with the passage of time. The CECL reserve methodology considers these financial instruments collectible to a point in time of 39 months. Any projected remaining balance at the end of the collection period is considered a loss and factors into the overall CECL loss rate required.

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Mortgage Loans Held for Sale

6 Months Ended

Jun. 30, 2022

Mortgage Loans Held for Sale and Investment [Abstract]

Mortgage Loans Held for Sale

5. Mortgage Loans Held for Sale

Mortgage loans held for sale are recorded at fair value as set forth below:

Mortgage Loans Held for Sale	June 30, 2022		December 31, 2021
Mortgage loans held for sale – UPB	$	2,098	$	4,257
Mark-to-market adjustment(1)	(26)		124
Total mortgage loans held for sale	$	2,072	$	4,381

(1)The mark-to-market adjustment includes net change in unrealized gain/loss, premium on correspondent loans and fees on direct-to-consumer loans. The mark-to-market adjustment is recorded in net gain on mortgage loans held for sale in the condensed consolidated statements of operations.

The following table sets forth the activities of mortgage loans held for sale:

	Six Months Ended June 30,
Mortgage Loans Held for Sale	2022		2021
Balance - beginning of period	$	4,381	$	5,720
Loans sold	(24,251)		(52,128)
Mortgage loans originated and purchased, net of fees	19,370		47,560
Repurchase of loans out of Ginnie Mae securitizations	2,686		5,812
Net change in unrealized loss on retained loans held for sale	(115)		(5)
Net transfers of mortgage loans held for sale(1)	1		2
Balance - end of period	$	2,072	$	6,961

(1)Amount reflects transfers to other assets for loans transitioning into REO status and transfers to advances and other receivables, net, for claims made on certain government insurance mortgage loans. Transfers out are net of transfers in upon receipt of proceeds from an REO sale or claim filing.

During the six months ended June 30, 2022 and 2021, the Company received proceeds of $24,510 and $52,923, respectively, on the sale of mortgage loans held for sale, resulting in gains of $259 and $795, respectively.

The total UPB and fair value of mortgage loans held for sale on non-accrual status was as follows:

	June 30, 2022				December 31, 2021
Mortgage Loans Held for Sale	UPB		Fair Value		UPB		Fair Value
Non-accrual(1)	$	113	$	103	$	104	$	94

(1)Non-accrual UPB includes $103 and $94 of UPB related to Ginnie Mae repurchased loans as of June 30, 2022 and December 31, 2021, respectively.

The total UPB of mortgage loans held for sale for which the Company has begun formal foreclosure proceedings was $46 and $16 as of June 30, 2022 and December 31, 2021, respectively.

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Loans Subject to Repurchase from Ginnie Mae

6 Months Ended

Jun. 30, 2022

Receivables [Abstract]

Loans Subject to Repurchase from Ginnie Mae

6. Loans Subject to Repurchase from Ginnie Mae

Forward loans are sold to Ginnie Mae in conjunction with the issuance of mortgage backed securities. The Company, as the issuer of the mortgage backed securities, has the unilateral right to repurchase any individual loan in a Ginnie Mae securitization pool if that loan meets certain criteria, including payments not being received from borrowers for greater than 90 days. Once the Company has the unilateral right to repurchase a delinquent loan, it has effectively regained control over the loan and recognizes these rights to the loan on its condensed consolidated balance sheets and establishes a corresponding repurchase liability regardless of the Company’s intention to repurchase the loan. The Company had loans subject to repurchase from Ginnie Mae of $1,400 and $1,496 as of June 30, 2022 and December 31, 2021, respectively, which are included in both other assets and payables and other liabilities in the condensed consolidated balance sheets. Loans subject to repurchase from Ginnie Mae as of June 30, 2022 and December 31, 2021 include $1,241 and $1,301 loans in forbearance related to the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), respectively, whereby no payments have been received from borrowers for greater than 90 days.

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Goodwill and Intangible Assets	6 Months Ended
	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	7. Goodwill and Intangible Assets The Company had goodwill of $120 as of June 30, 2022 and December 31, 2021, and intangible assets of $11 and $14 as of June 30, 2022 and December 31, 2021, respectively. Goodwill and intangible assets are included in other assets within the condensed consolidated balance sheets.

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Derivative Financial Instruments

6 Months Ended

Jun. 30, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

8. Derivative Financial Instruments

Derivative instruments are used as part of the overall strategy to manage exposure to market risks primarily associated with fluctuations in interest rates related to the Originations and Servicing segments. Derivative instruments utilized by the Company primarily include interest rate lock commitments (“IRLCs”), loan purchase commitments (“LPCs”), forward Mortgage Backed Securities (“MBS”) purchase commitments, Eurodollar and Treasury futures and interest rate swap futures. The changes in value on the derivative instruments associated with hedging loans held for sale fair value are recorded in earnings as a component of net gain on mortgage loans held for sale on the condensed consolidated statements of operations and condensed consolidated statement of cash flows, while changes in the value of derivative instruments associated with the MSR portfolio fair value are recorded in service related, net on the condensed consolidated statements of operations and in changes in other assets or other liabilities on the condensed consolidated statements of cash flows.

The following tables provide the outstanding notional balances, fair values of outstanding positions and recorded gains/(losses) for the derivative financial instruments. Gains(losses) include both realized and unrealized gains (losses) of each derivative financial instrument.

		June 30, 2022				Six Months Ended June 30, 2022
Derivative Financial Instruments	Expiration Dates	Outstanding Notional		Fair Value		Gains/(Losses)
Assets
Mortgage loans held for sale
Loan sale commitments	2022	$	246	$	8	$	(17)
Derivative financial instruments
IRLCs	2022	2,103		62		(72)
LPCs	2022	325		3		—
Treasury futures	2022	30		—		3
Forward MBS trades	2022	1,798		12		429
Total derivative financial instruments - assets		$	4,256	$	77	$	360
Liabilities
Derivative financial instruments
IRLCs	2022	$	56	$	1	$	(1)
LPCs	2022	186		1		1
Treasury futures	2022	902		18		(185)
Forward MBS trades	2022	1,716		13		(31)
Total derivative financial instruments - liabilities		$	2,860	$	33	$	(216)

		June 30, 2021				Six Months Ended June 30, 2021
Derivative Financial Instruments	Expiration Dates	Outstanding Notional		Fair Value		Gains/(Losses)
Assets
Mortgage loans held for sale
Loan sale commitments	2021	$	1,514	$	39	$	(63)
Derivative financial instruments
IRLCs	2021	6,730		204		(210)
LPCs	2021	1,984		10		(29)
Forward MBS trades	2021	9,749		27		271
Swap futures	2021	60		—		1
Total derivative financial instruments - assets		$	18,523	$	241	$	33
Liabilities
Derivative financial instruments
IRLCs	2021	$	9	$	—	$	—
LPCs	2021	708		1		(1)
Forward MBS trades	2021	11,747		25		(126)
Swap futures	2021	—		—		(4)
Total derivative financial instruments - liabilities		$	12,464	$	26	$	(131)

The Company held $37 and $27 in collateral deposits as of June 30, 2022 and December 31, 2021, respectively. Collateral deposits are recorded in other assets in the Company’s condensed consolidated balance sheets. The Company does not offset fair value amounts recognized for derivative instruments with amounts collected or deposited on derivative instruments in the condensed consolidated balance sheets.

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Indebtedness

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Indebtedness

9. Indebtedness

Advance and Warehouse Facilities

					June 30, 2022				December 31, 2021
	Maturity Date	Collateral	Capacity Amount		Outstanding		Collateral Pledged		Outstanding		Collateral Pledged
Advance Facilities
$400 advance facility(1)	August 2023	Servicing advance receivables	$	400	$	173	$	243	$	234	$	318
$350 advance facility	October 2022	Servicing advance receivables	350		156		186		160		197
$350 advance facility	January 2023	Servicing advance receivables	350		145		172		162		190
$75 advance facility	December 2022	Servicing advance receivables	75		49		70		58		89
Advance facilities principal amount					523		671		614		794
Warehouse Facilities
$4,000 warehouse facility	February 2023	Mortgage loans or MBS	4,000		661		771		1,224		1,341
$2,500 warehouse facility	October 2022	Mortgage loans or MBS	2,500		532		550		991		1,024
$1,500 warehouse facility	June 2023	Mortgage loans or MBS	1,500		180		180		356		345
$750 warehouse facility	October 2022	Mortgage loans or MBS	750		241		253		256		270
$600 warehouse facility(2)	September 2023	Mortgage loans or MBS	600		91		101		409		425
$500 warehouse facility	June 2023	Mortgage loans or MBS	500		9		10		188		194
$500 warehouse facility	September 2022	Mortgage loans or MBS	500		117		120		419		430
$500 warehouse facility	June 2023	Mortgage loans or MBS	500		57		68		39		39
$500 warehouse facility	August 2023	Mortgage loans or MBS	500		31		32		38		39
$450 warehouse facility	April 2023	Mortgage loans or MBS	450		—		—		87		89
$325 warehouse facility	December 2022	Mortgage loans or MBS	325		1		1		67		67
$250 warehouse facility(3)	April 2023	Mortgage loans or MBS	250		—		—		5		6
$200 warehouse facility	April 2023	Mortgage loans or MBS	200		19		25		46		58
$30 warehouse facility(4)	January 2022	Mortgage loans or MBS	—		—		—		—		—
Warehouse facilities principal amount					1,939		2,111		4,125		4,327
MSR Facilities
$800 warehouse facility(1)(5)	August 2023	MSR	800		260		2,008		260		1,107
$600 warehouse facility(6)	April 2023	MSR	600		400		883		—		838
$400 warehouse facility(2)	September 2023	MSR	400		65		1,376		—		745
$400 warehouse facility	June 2024	MSR	400		200		710		—		—
$50 warehouse facility	November 2023	MSR	50		25		77		10		124
MSR facilities principal amount					950		5,054		270		2,814
Advance, warehouse and MSR facilities principal amount					3,412		$	7,836	5,009		$	7,935
Unamortized debt issuance costs					(5)				(12)
Advance and warehouse facilities, net					$	3,407			$	4,997

(1)Total capacity for this facility is $1,200, of which $400 is internally allocated for advance financing and $800 is internally allocated for MSR financing; capacity is fully fungible and is not restricted by these allocations, in comparison to $1,200, $940, and $260 respectively in 2021.

(2)The capacity amount for this facility is $1,000, of which $400 is a sublimit for MSR financing.

(3)The capacity amount for this warehouse facility decreased from $600 to $250 in 2022.

(4)This facility was terminated in January 2022.

(5)The capacity amount for this warehouse facility increased from $260 to $800 in 2022.

(6)The capacity amount for this warehouse facility increased from $400 to $600 in 2022.

The weighted average interest rate for advance facilities was 3.1% and 3.4% for the three months ended June 30, 2022 and 2021, respectively, and 2.8% and 3.2% for the six months ended June 30, 2022 and 2021, respectively. The weighted average interest rate for warehouse and MSR facilities was 3.1% and 2.1% for three months ended June 30, 2022 and 2021, respectively, and 2.6% and 2.2% for the six months ended June 30, 2022 and 2021, respectively.

Unsecured Senior Notes

Unsecured senior notes consist of the following:

Unsecured Senior Notes	June 30, 2022		December 31, 2021
$850 face value, 5.500% interest rate payable semi-annually, due August 2028	$	850	$	850
$650 face value, 5.125% interest rate payable semi-annually, due December 2030	650		650
$600 face value, 6.000% interest rate payable semi-annually, due January 2027	600		600
$600 face value, 5.750% interest rate payable semi-annually, due November 2031	600		600
Unsecured senior notes principal amount	2,700		2,700
Unamortized debt issuance costs	(28)		(30)
Unsecured senior notes, net	$	2,672	$	2,670

The indentures provide that on or before certain fixed dates, the Company may redeem up to 40% of the aggregate principal amount of the unsecured senior notes with the net proceeds of certain equity offerings at fixed redemption prices, plus accrued and unpaid interest, to the redemption dates, subject to compliance with certain conditions. In addition, the Company may redeem all or a portion of the unsecured senior notes at any time on or after certain fixed dates at the applicable redemption prices set forth in the indentures plus accrued and unpaid interest, to the redemption dates. No notes were repurchased or redeemed during the six months ended June 30, 2022 and 2021.

As of June 30, 2022, the expected maturities of the Company’s unsecured senior notes based on contractual maturities are as follows:

Year Ending December 31,	Amount
2022 through 2026	$	—
Thereafter	2,700
Total unsecured senior notes principal amount	$	2,700

Interest Expense

Interest expense primarily includes interest incurred on advance and warehouse facilities, unsecured senior notes, excess spread financing and compensating bank balances, as well as bank fees. The Company incurred interest expense related to advance and warehouse facilities, unsecured senior notes and excess spread financing of $90 and $176 for the three and six months ended June 30, 2022, respectively, and $90 and $183 for the three and six months ended June 30, 2021, respectively.

Financial Covenants

The Company’s credit facilities contain various financial covenants which primarily relate to required tangible net worth amounts, liquidity reserves, leverage requirements, and profitability requirements, which are measured at the Company’s operating subsidiary, Nationstar Mortgage LLC. The Company was in compliance with its required financial covenants as of June 30, 2022.

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Securitizations and Financings

6 Months Ended

Jun. 30, 2022

Variable Interest Entities and Securitizations [Abstract]

Securitizations and Financings

10. Securitizations and Financings

Variable Interest Entities

In the normal course of business, the Company enters into various types of on- and off-balance sheet transactions with special purpose entities (“SPEs”) determined to be VIEs, which primarily consist of securitization trusts established for a limited purpose. Generally, these SPEs are formed for the purpose of securitization transactions in which the Company transfers assets to an SPE, which then issues to investors various forms of debt obligations supported by those assets.

The Company has determined that the SPEs created in connection with certain advance facilities trusts should be consolidated as the Company is the primary beneficiary of each of these entities.

A summary of the assets and liabilities of the Company’s transactions with VIEs included in the Company’s condensed consolidated balance sheets is presented below:

	June 30, 2022		December 31, 2021
Consolidated Transactions with VIEs	Transfers Accounted for as Secured Borrowings		Transfers Accounted for as Secured Borrowings
Assets
Restricted cash	$	45	$	50
Advances and other receivables, net	358		387
Total assets	$	403	$	437
Liabilities
Advance facilities, net(1)	$	301	$	322
Payables and other liabilities	—		1
Total liabilities	$	301	$	323

(1)Refer to advance facilities in Note 9, Indebtedness, for additional information.

The following table shows a summary of the outstanding collateral and certificate balances for securitization trusts for which the Company was the transferor, including any retained beneficial interests and MSRs, that were not consolidated by the Company:

Unconsolidated Securitization Trusts	June 30, 2022		December 31, 2021
Total collateral balances - UPB	$	1,034	$	1,122
Total certificate balances	$	1,012	$	1,112

The Company has not retained any variable interests in the unconsolidated securitization trusts that were outstanding as of June 30, 2022 and December 31, 2021. Therefore, it does not have a significant maximum exposure to loss related to these unconsolidated VIEs.

A summary of mortgage loans transferred by the Company to unconsolidated securitization trusts that are 60 days or more past due are presented below:

Principal Amount of Transferred Loans 60 Days or More Past Due	June 30, 2022		December 31, 2021
Unconsolidated securitization trusts	$	127	$	138

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Earnings Per Share

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Earnings Per Share

11. Earnings Per Share

The Company computes earnings per share using the two-class method, which is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. The Series A Preferred Stock is considered participating securities because it has dividend rights determined on an as-converted basis in the event of Company’s declaration of a dividend or distribution for common shares. In 2021, the Company repurchased a total of 14.8 million shares of its common stock from affiliates of Kohlberg Kravis Roberts & Co. L.P. (“KKR”), a related party of the Company. In addition, in August 2021, the Company repurchased 1.0 million shares of its preferred stock from affiliates of KKR. After giving effect to these transactions, KKR no longer held any equity interests in the Company.

The following table sets forth the computation of basic and diluted net income per common share (amounts in millions, except per share amounts):

	Three Months Ended June 30,				Six Months Ended June 30,
Computation of Earnings Per Share	2022		2021		2022		2021
Net income from continuing operations	$	151	$	427	$	809	$	986
Less: Undistributed earnings from continuing operations attributable to participating stockholders	—		4		—		9
Net income from continuing operations attributable to Mr. Cooper common stockholders	$	151	$	423	$	809	$	977
Net income from discontinued operations	$	—	$	12	$	—	$	14
Less: Undistributed earnings from discontinued operations attributable to participating stockholders	—		—		—		—
Net income from discontinued operations attributable to Mr. Cooper common stockholders	$	—	$	12	$	—	$	14
Net income	$	151	$	439	$	809	$	1,000
Less: Undistributed earnings attributable to participating stockholders	—		4		—		9
Net income attributable to common stockholders	$	151	$	435	$	809	$	991
Earnings from continuing operations per common share attributable to Mr. Cooper:
Basic	$	2.08	$	4.91	$	11.04	$	11.13
Diluted	$	2.03	$	4.72	$	10.74	$	10.65
Earnings from discontinued operations per common share attributable to Mr. Cooper:
Basic	$	—	$	0.14	$	—	$	0.16
Diluted	$	—	$	0.13	$	—	$	0.15
Earnings per common share attributable to Mr. Cooper:
Basic	$	2.08	$	5.05	$	11.04	$	11.29
Diluted	$	2.03	$	4.85	$	10.74	$	10.80
Weighted average shares of common stock outstanding (in thousands):
Basic	72,709		86,142		73,278		87,791
Dilutive effect of stock awards	1,618		2,664		2,052		3,123
Dilutive effect of participating securities	—		839		—		839
Diluted	74,327		89,645		75,330		91,753

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Income Taxes

6 Months Ended

Jun. 30, 2022

Income Tax Disclosure [Abstract]

Income Taxes

12. Income Taxes

For the three and six months ended June 30, 2022, the effective tax rate for continuing operations was 26.0% and 24.4%, respectively, which differed from the statutory federal rate of 21% primarily due to state income taxes and nondeductible executive compensation. The effective tax rate increased during the three and six months ended June 30, 2022 compared to the same period in 2021, primarily due to the impact of quarterly discrete tax items relative to the income before taxes for the respective periods, including the excess tax benefit from stock-based compensation and prior period tax credits.

For the three and six months ended June 30, 2021, the effective tax rate for continuing operations was 24.8% and 23.7% which differed from the statutory federal rate of 21% primarily due to state income taxes, as well as unfavorable permanent differences including executive compensation.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

13. Fair Value Measurements

Fair value is a market-based measurement, not an entity-specific measurement, and should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, a three-tiered fair value hierarchy has been established based on the level of observable inputs used in the measurement of fair value (e.g., Level 1 representing quoted prices for identical assets or liabilities in an active market; Level 2 representing values using observable inputs other than quoted prices included within Level 1; and Level 3 representing estimated values based on significant unobservable inputs).

There have been no significant changes to the valuation techniques and inputs used by the Company in estimating fair values of Level 2 and Level 3 assets and liabilities as disclosed in the Company’s Annual Reports on Form 10-K for the year ended December 31, 2021.

The following tables present the estimated carrying amount and fair value of the Company’s financial instruments and other assets and liabilities measured at fair value on a recurring basis:

	June 30, 2022
			Recurring Fair Value Measurements
Fair Value - Recurring Basis	Total Fair Value		Level 1		Level 2		Level 3
Assets
Mortgage loans held for sale	$	2,072	$	—	$	2,072	$	—
Mortgage servicing rights	6,151		—		—		6,151
Equity securities	59		5		—		54
Derivative financial instruments
IRLCs	62		—		—		62
LPCs	3		—		—		3
Forward MBS trades	12		—		12		—
Liabilities
Derivative financial instruments
IRLCs	1		—		—		1
LPCs	1		—		—		1
Forward MBS trades	13		—		13		—
Treasury futures	18		—		18		—
Mortgage servicing rights financing	24		—		—		24
Excess spread financing	532		—		—		532

	December 31, 2021
			Recurring Fair Value Measurements
Fair Value - Recurring Basis	Total Fair Value		Level 1		Level 2		Level 3
Assets
Mortgage loans held for sale	$	4,381	$	—	$	4,381	$	—
Mortgage servicing rights	4,223		—		—		4,223
Equity securities	63		9		—		54
Derivative financial instruments
IRLCs	134		—		—		134
Forward MBS trades	7		—		7		—
LPCs	3		—		—		3
Liabilities
Derivative financial instruments
Forward MBS trades	8		—		8		—
LPCs	2		—		—		2
Swap futures	6		—		6		—
Mortgage servicing rights financing	10		—		—		10
Excess spread financing	768		—		—		768

The tables below present a reconciliation for all of the Company’s Level 3 assets and liabilities measured at fair value on a recurring basis:

	Six Months Ended June 30, 2022
	Assets						Liabilities
Fair Value - Level 3 Assets and Liabilities	Mortgage servicing rights		Equity securities		IRLCs		Excess spread financing		Mortgage servicing rights financing
Balance - beginning of period	$	4,223	$	54	$	134	$	768	$	10
Changes in fair value included in earnings	663		—		(72)		117		14
Purchases	1,178		—		—		—		—
Issuances	360		—		—		—		—
Sales	(289)		—		—		—		—
Repayments	—		—		—		(292)		—
Settlements	—		—		—		(61)		—
Other changes	16		—		—		—		—
Balance - end of period	$	6,151	$	54	$	62	$	532	$	24

	Six Months Ended June 30, 2021
	Assets				Liabilities
Fair Value - Level 3 Assets and Liabilities	Mortgage servicing rights		IRLCs		Excess spread financing		Mortgage servicing rights financing
Balance - beginning of period	$	2,703	$	414	$	934	$	33
Changes in fair value included in earnings	(190)		(210)		14		(12)
Purchases	218		—		—		—
Issuances	554		—		—		—
Sales	(12)		—		—		—
Settlements	—		—		(81)		—
Other changes	34		—		—		—
Balance - end of period	$	3,307	$	204	$	867	$	21

No transfers were made in or out of Level 3 fair value assets and liabilities for the Company during the six months ended June 30, 2022 and 2021.

The tables below present the quantitative information for significant unobservable inputs used in the fair value measurement of Level 3 assets and liabilities.

	June 30, 2022									December 31, 2021
	Range						Weighted Average			Range						Weighted Average
Level 3 Inputs	Min			Max						Min			Max
MSR(1)
Discount rate	10.4		%	13.7		%	11.3		%	9.5		%	13.7		%	10.9		%
Prepayment speed	6.7		%	14.0		%	7.7		%	11.7		%	16.4		%	13.0		%
Cost to service per loan(2)	$	58		$	114		$	74		$	59		$	168		$	77
Average life(3)							7.9 years									5.8 years
IRLCs
Value of servicing (reflected as a percentage of loan commitment)	—		%	4.5		%	1.8		%	(0.7)		%	2.4		%	1.4		%
Excess spread financing(1)
Discount rate	10.0		%	13.8		%	11.3		%	9.5		%	13.8		%	11.2		%
Prepayment speed	7.4		%	14.0		%	9.7		%	12.8		%	15.2		%	13.4		%
Average life(3)							6.5 years									5.4 years
Mortgage servicing rights financing
Advance financing and counterparty fee rates	4.8		%	8.5		%	7.2		%	4.5		%	7.9		%	6.5		%
Annual advance recovery rates	17.7		%	23.4		%	19.0		%	19.2		%	23.0		%	21.3		%

(1)The inputs are weighted by investor.

(2)Presented in whole dollar amounts.

(3)Average life is included for informational purposes.

The tables below present a summary of the estimated carrying amount and fair value of the Company’s financial instruments not carried at fair value:

	June 30, 2022
	Carrying Amount		Fair Value
Financial Instruments			Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	514	$	514	$	—	$	—
Restricted cash	115		115		—		—
Advances and other receivables, net	892		—		—		892
Loans subject to repurchase from Ginnie Mae	1,400		—		1,400		—
Financial liabilities
Unsecured senior notes, net	2,672		2,152		—		—
Advance and warehouse facilities, net	3,407		—		3,412		—
Liability for loans subject to repurchase from Ginnie Mae	1,400		—		1,400		—

	December 31, 2021
	Carrying Amount		Fair Value
Financial Instruments			Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	895	$	895	$	—	$	—
Restricted cash	146		146		—		—
Advances and other receivables, net	1,228		—		—		1,228
Loans subject to repurchase from Ginnie Mae	1,496		—		1,496		—
Financial liabilities
Unsecured senior notes, net	2,670		2,737		—		—
Advance and warehouse facilities, net	4,997		—		5,009		—
Liability for loans subject to repurchase from Ginnie Mae	1,496		—		1,496		—

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Capital Requirements

6 Months Ended

Jun. 30, 2022

Mortgage Banking [Abstract]

Capital Requirements

14. Capital Requirements

Certain of the Company’s secondary market investors require minimum net worth (“capital”) requirements, as specified in the respective selling and servicing agreements. In addition, these investors may require capital ratios in excess of the stated requirements to approve large servicing transfers. To the extent that these requirements are not met, the Company’s secondary market investors may utilize a range of remedies ranging from sanctions, suspension or ultimately termination of the Company’s selling and servicing agreements, which would prohibit the Company from further originating or securitizing these specific types of mortgage loans or being an approved servicer. The Company’s various capital requirements related to its outstanding selling and servicing agreements are measured based on the Company’s operating subsidiary, Nationstar Mortgage LLC. As of June 30, 2022, the Company was in compliance with its selling and servicing capital requirements.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

15. Commitments and Contingencies

Litigation and Regulatory

The Company and its subsidiaries are routinely and currently involved in a significant number of legal proceedings, including, but not limited to, judicial, arbitration, regulatory and governmental proceedings related to matters that arise in connection with the conduct of the Company’s business. The legal proceedings are at varying stages of adjudication, arbitration or investigation and are generally based on alleged violations of consumer protection, securities, employment, contract, tort, common law fraud and other numerous laws, including, without limitation, the Equal Credit Opportunity Act, Fair Debt Collection Practices Act, Fair Credit Reporting Act, Real Estate Settlement Procedures Act, National Housing Act, Homeowners Protection Act, Service Member’s Civil Relief Act, Telephone Consumer Protection Act, Truth in Lending Act, Financial Institutions Reform, Recovery, and Enforcement Act of 1989, unfair, deceptive or abusive acts or practices in violation of the Dodd-Frank Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Home Mortgage Disclosure Act, Title 11 of the United States Code (aka the “Bankruptcy Code”), False Claims Act and Making Home Affordable loan modification programs.

In addition, along with others in its industry, the Company is subject to repurchase and indemnification claims and may continue to receive claims in the future, regarding alleged breaches of representations and warranties relating to the sale of mortgage loans, the placement of mortgage loans into securitization trusts or the servicing of mortgage loans securitizations. The Company is also subject to legal actions or proceedings related to loss sharing and indemnification provisions of its various acquisitions. Certain of the pending or threatened legal proceedings include claims for substantial compensatory, punitive and/ or statutory damages or claims for an indeterminate amount of damages.

The Company operates within highly regulated industries on a federal, state and local level. In the normal and ordinary course of its business, the Company is routinely subject to extensive examinations, investigations, subpoenas, inquiries and reviews by various federal, state and local governmental, regulatory and enforcement agencies, including the Consumer Financial Protection Bureau, the Securities and Exchange Commission, the Department of Justice, the Office of the Special Inspector General for the Troubled Asset Relief Program, the U.S. Department of Housing and Urban Development, various State mortgage banking regulators and various State Attorneys General, related to the Company’s residential loan servicing and origination practices, its financial reporting and other aspects of its businesses. Any pending or potential future investigations, subpoenas, examinations or inquiries may lead to administrative, civil or criminal proceedings or settlements, and possibly result in remedies including fines, penalties, restitution, or alterations in the Company’s business practices, and additional expenses and collateral costs. The Company is cooperating fully in these matters. Responding to these matters requires the Company to devote substantial resources, resulting in higher costs and lower net cash flows. Adverse results in any of these matters could further increase the Company’s operating expenses and reduce its revenues, require it to change business practices and limit its ability to grow and otherwise materially and adversely affect its business, reputation, financial condition and results of operation.

The Company seeks to resolve all legal proceedings and other matters in the manner management believes is in the best interest of the Company and contests liability, allegations of wrongdoing and, where applicable, the amount of damages or scope of any penalties or other relief sought as appropriate in each pending matter. The Company has entered into agreements with a number of entities and regulatory agencies that toll applicable limitations periods with respect to their claims.

On at least a quarterly basis, the Company assesses its liabilities and contingencies in connection with outstanding legal and regulatory and governmental proceedings utilizing the latest information available. Where available information indicates that it is probable a liability has been incurred, and the Company can reasonably estimate the amount of the loss, an accrued liability is established. The actual costs of resolving these proceedings may be substantially higher or lower than the amounts accrued.

As a legal matter develops, the Company, in conjunction with any outside counsel handling the matter, evaluates on an ongoing basis whether such matter presents a loss contingency that is both probable and estimable. If, at the time of evaluation, the loss contingency is not both probable and reasonably estimable, the matter will continue to be monitored for further developments that would make such loss contingency both probable and reasonably estimable. Once the matter is deemed to be both probable and reasonably estimable, the Company will establish an accrued liability and record a corresponding amount to legal-related expense. The Company will continue to monitor the matter for further developments that could affect the amount of the accrued liability that has been previously established. The Company recorded legal-related expenses, net of recoveries, which includes legal settlements and the fees paid to external legal service providers, of $10 and $8 for three and six months ended June 30, 2022, respectively, and $8 and $21 for three and six months ended June 30, 2021, respectively, which are included in general and administrative expenses on the unaudited condensed consolidated statements of operations.

For matters for which a loss is probable or reasonably possible in future periods, whether in excess of a related accrued liability or where there is no accrued liability, the Company may be able to estimate a range of possible loss. In determining whether it is possible to provide an estimate of loss or range of possible loss, the Company reviews and evaluates its material legal matters on an ongoing basis, in conjunction with any outside counsel handling the matter. Management currently believes the aggregate range of reasonably possible loss is $4 to $7 in excess of the accrued liability (if any) related to those matters as of June 30, 2022. This estimated range of possible loss is based upon currently available information and is subject to significant judgment, numerous assumptions and known and unknown uncertainties. The matters underlying the estimated range will change from time to time, and actual results may vary substantially from the current estimate. Those matters for which an estimate is not possible are not included within the estimated range. Therefore, this estimated range of possible loss represents what management believes to be an estimate of possible loss only for certain matters meeting these criteria. It does not represent the Company’s maximum loss exposure and the Company cannot provide assurance that its litigations reserves will not need to be adjusted in the future. Thus, the Company’s exposure and ultimate losses may be higher, possibly significantly so, than the amounts accrued or this aggregate amount.    

In the Company’s experience, legal proceedings are inherently unpredictable. One or more of the following factors frequently contribute to this inherent unpredictability: the proceeding is in its early stages; the damages sought are unspecified, unsupported or uncertain; it is unclear whether a case brought as a class action will be allowed to proceed on that basis or, if permitted to proceed as a class action, how the class will be defined; the other party is seeking relief other than or in addition to compensatory damages (including, in the case of regulatory and governmental investigations and inquiries, the possibility of fines and penalties); the matter presents meaningful legal uncertainties, including novel issues of law; the Company has not engaged in meaningful settlement discussions; discovery has not started or is not complete; there are significant facts in dispute; predicting possible outcomes depends on making assumptions about future decisions of courts or governmental or regulatory bodies or the behavior of other parties; and there are a large number of parties named as defendants (including where it is uncertain how damages or liability, if any, will be shared among multiple defendants). Generally, the less progress that has been made in the proceedings or the broader the range of potential results, the harder it is for the Company to estimate losses or ranges of losses that is reasonably possible the Company could incur.

Based on current knowledge, and after consultation with counsel, management believes that the current legal accrued liability within payables and accrued liabilities, is appropriate, and the amount of any incremental liability arising from these matters is not expected to have a material adverse effect on the consolidated financial condition of the Company, although the outcome of such proceedings could be material to the Company’s operating results and cash flows for a particular period depending, on among other things, the level of the Company’s revenues or income for such period. However, in the event of significant developments on existing cases, it is possible that the ultimate resolution, if unfavorable, may be material to the Company’s condensed consolidated financial statements.

Other Loss Contingencies

As part of the Company’s ongoing operations, it acquires servicing rights of mortgage loan portfolios that are subject to indemnification based on the representations and warranties of the seller. From time to time, the Company will seek recovery under these representations and warranties for incurred costs. The Company believes all balances sought from sellers recorded in advances and other receivables represent valid claims. However, the Company acknowledges that the claims process can be prolonged due to the required time to perfect claims at the loan level. Because of the required time to perfect or remediate these claims, management relies on the sufficiency of documentation supporting the claim, current negotiations with the counterparty and other evidence to evaluate whether a reserve is required for non-recoverable balances. In the absence of successful negotiations with the seller, all amounts claimed may not be recovered. Balances may be written-off and charged against earnings when management identifies amounts where recoverability from the seller is not likely. As of June 30, 2022, the Company believes all recorded balances for which recovery is sought from the seller are valid claims, and no evidence suggests additional reserves are warranted.

Loan and Other Commitments

The Company enters into IRLCs with prospective borrowers whereby the Company commits to lend a certain loan amount under specific terms and interest rates to the borrower. The Company also enters into LPCs with prospective sellers. These loan commitments are treated as derivatives and are carried at fair value. See Note 8, Derivative Financial Instruments, for more information.

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Segment Information

6 Months Ended

Jun. 30, 2022

Segment Reporting [Abstract]

Segment Information

16. Segment Information

The Company’s segments are based upon the Company’s organizational structure, which focuses primarily on the services offered. Corporate functional expenses are allocated to individual segments based on the actual cost of services performed, direct resource utilization, estimate of percentage use for shared services or headcount percentage for certain functions. Facility costs are allocated to individual segments based on cost per headcount for specific facilities utilized. Group insurance costs are allocated to individual segments based on global cost per headcount. Non-allocated corporate expenses include the administrative costs of executive management and other corporate functions that are not directly attributable to Company’s operating segments. Revenues generated on inter-segment services performed are valued based on similar services provided to external parties.

In the third quarter of 2021, the Company updated its presentation of segments to align with a change in the reporting package provided to the Chief Operating Decision Maker. In 2021, the Company sold its Title business, Valuations business and Field Services business. The Title, Valuations and Field Services businesses were previously reported under the Xome segment. With the sale of the majority of Xome’s operations and the related changes to business structure and internal reporting, the Xome segment is no longer considered a reportable segment. Accordingly, beginning in the third quarter of 2021, the Company began reporting Xome’s financial results within Corporate/Other. Prior year financial information has been adjusted retrospectively to reflect the updated presentation.

On December 1, 2021, the Company completed the sale of its reverse servicing portfolio, operating under the Champion Mortgage brand, to MAM and its affiliates. The reverse servicing operation was previously reported in the Company’s Servicing segment. The reverse servicing operation is presented as discontinued operations in Company’s condensed financial statements for all periods presented and, as such, is not included in the continuing operations of the Servicing segment.

On March 31, 2022, the Company completed the sale of its Mortgage Servicing Platform to Sagent and recorded a gain of $223, which was included in other income, net within the condensed statements of operations and reported under Corporate/Other. Refer to Note 2, Dispositions for further details.

The following tables present financial information by segment:

	Three Months Ended June 30, 2022
Financial Information by Segment	Servicing		Originations		Corporate/Other		Consolidated
Revenues
Service related, net	$	414	$	24	$	22	$	460
Net (loss) gain on mortgage loans held for sale	(19)		158		—		139
Total revenues	395		182		22		599
Total expenses	143		126		59		328
Interest income	35		15		—		50
Interest expense	(61)		(10)		(40)		(111)
Other expense, net	—		—		(5)		(5)
Total other (expenses) income, net	(26)		5		(45)		(66)
Income (loss) from continuing operations before income tax expense (benefit)	$	226	$	61	$	(82)	$	205
Depreciation and amortization for property and equipment and intangible assets from continuing operations	$	5	$	5	$	(1)	$	9
Total assets	$	9,645	$	1,381	$	1,869	$	12,895

	Three Months Ended June 30, 2021
Financial Information by Segment	Servicing		Originations		Corporate/Other		Consolidated
Revenues
Service related, net	$	(92)	$	45	$	39	$	(8)
Net gain on mortgage loans held for sale	197		385		—		582
Total revenues	105		430		39		574
Total expenses	121		226		78		425
Interest income	25		26		—		51
Interest expense	(65)		(23)		(31)		(119)
Other income, net	—		—		486		486
Total other (expenses) income, net	(40)		3		455		418
(Loss) income from continuing operations before income tax (benefit) expense	$	(56)	$	207	$	416	$	567
Depreciation and amortization for property and equipment and intangible assets from continuing operations	$	7	$	6	$	3	$	16
Total assets	$	15,973	$	4,582	$	2,753	$	23,308

	Six Months Ended June 30, 2022
Financial Information by Segment	Servicing		Originations		Corporate/Other		Consolidated
Revenues
Service related, net	$	1,115	$	66	$	34	$	1,215
Net (loss) gain on mortgage loans held for sale	(4)		440		—		436
Total revenues	1,111		506		34		1,651
Total expenses	266		300		100		666
Interest income	54		32		—		86
Interest expense	(115)		(22)		(80)		(217)
Other income, net	—		—		217		217
Total other (expenses) income, net	(61)		10		137		86
Income from continuing operations before income tax expense	$	784	$	216	$	71	$	1,071
Depreciation and amortization for property and equipment and intangible assets from continuing operations	$	10	$	9	$	1	$	20
Total assets	$	9,645	$	1,381	$	1,869	$	12,895

	Six Months Ended June 30, 2021
Financial Information by Segment	Servicing		Originations		Corporate/Other		Consolidated
Revenues
Service related, net	$	349	$	88	$	135	$	572
Net gain on mortgage loans held for sale	324		937		—		1,261
Total revenues	673		1,025		135		1,833
Total expenses	231		457		191		879
Interest income	48		49		—		97
Interest expense	(136)		(48)		(61)		(245)
Other income, net	—		—		486		486
Total other (expenses) income, net	(88)		1		425		338
Income from continuing operations before income tax expense	$	354	$	569	$	369	$	1,292
Depreciation and amortization for property and equipment and intangible assets from continuing operations	$	12	$	10	$	9	$	31
Total assets	$	15,973	$	4,582	$	2,753	$	23,308

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Nature of Business and Basis of Presentation (Policies)

6 Months Ended

Jun. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of presentation

Basis of Presentation

The interim condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Reports on Form 10-K for the year ended December 31, 2021.

The interim condensed consolidated financial statements are unaudited; however, in the opinion of management, all adjustments, consisting of normal recurring items, considered necessary for a fair presentation of the results of the interim periods have been included. Dollar amounts are reported in millions, except per share data and other key metrics, unless otherwise noted

Share-based Payment Arrangement

.Share-based compensation for restricted stock units granted to employees of the Company, consultants, and non-employee directors is based on the fair market value of the Company’s common stock on the grant date and recognized as an expense over the requisite employee service period on a straight-line basis using an accelerated attribution model. Shares for these awards are issued to employees from treasury stock.

Basis of consolidation

Basis of ConsolidationThe condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, other entities in which the Company has a controlling financial interest and those variable interest entities (“VIE”) where the Company’s wholly-owned subsidiaries are the primary beneficiaries. Assets and liabilities of VIEs and their respective results of operations are consolidated from the date that the Company became the primary beneficiary through the date the Company ceases to be the primary beneficiary. The Company applies the equity method of accounting to investments where it is able to exercise significant influence, but not control, over the policies and procedures of the entity and owns less than 50% of the voting interests. These investments are initially measured at cost and subsequently adjusted for Company’s proportionate share of earnings and losses in the investee. Investments in certain companies over which the Company does not exert significant influence are recorded at fair value, or at cost upon election of measurement alternative, at the end of each reporting period. Intercompany balances and transactions on consolidated entities have been eliminated.

Use of estimates

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates due to factors such as adverse changes in the economy, macro-economic uncertainty, changes in interest rates, secondary market pricing for loans held for sale and derivatives, strength of underwriting and servicing practices, changes in prepayment assumptions, declines in home prices or discrete events adversely affecting specific borrowers and such differences could be material.

Reclassification

Reclassifications

Certain reclassifications have been made in the 2021 condensed consolidated statement of cash flows to conform to 2022 presentation. Such reclassifications were not material and did not affect total revenues or net income.

Recent accounting guidance adopted

Recent Accounting Guidance AdoptedThe Company did not adopt any accounting guidance during the six months ended June 30, 2022 that had a material impact on its condensed consolidated financial statements or disclosures.

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Discontinued Operations and Disposal Groups (Tables)

6 Months Ended

Jun. 30, 2022

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations

The following table sets forth the condensed consolidated statements of operations data for discontinued operations for the three and six months ended June 30, 2021:

	Three Months Ended June 30, 2021		Six Months Ended June 30, 2021
Revenue - service related, net	$	1	$	9
Salaries, wages and benefits expense	(8)		(16)
General and administrative expense	71		64
Interest income	43		87
Interest expense	(30)		(64)
Loss on classification as discontinued operations	(61)		(61)
Income from discontinued operations before income tax expense	16		19
Less: Income tax expense	4		5
Net income from discontinued operations	$	12	$	14

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Mortgage Servicing Rights and Related Liabilities (Tables)

6 Months Ended

Jun. 30, 2022

Transfers and Servicing [Abstract]

Schedule of servicing assets at fair value

The following table sets forth the carrying value of the Company’s mortgage servicing rights (“MSRs”) and the related liabilities. In estimating the fair value of all mortgage servicing rights and related liabilities, the impact of the current environment was considered in the determination of key assumptions.

MSRs and Related Liabilities	June 30, 2022		December 31, 2021
MSRs - fair value	$	6,151	$	4,223
Excess spread financing - fair value	$	532	$	768
Mortgage servicing rights financing - fair value	24		10
MSR related liabilities - nonrecourse at fair value	$	556	$	778

The following table sets forth the activities of MSRs:

	Six Months Ended June 30,
MSRs - Fair Value	2022		2021
Fair value - beginning of period	$	4,223	$	2,703
Additions:
Servicing retained from mortgage loans sold	360		554
Purchases of servicing rights	1,178		218
Dispositions:
Sales of servicing assets	(289)		(12)
Changes in fair value:
Changes in valuation inputs or assumptions used in the valuation model (MSR MTM)	1,124		321
Changes in valuation due to amortization	(461)		(511)
Other changes	16		34
Fair value - end of period	$	6,151	$	3,307

The following table provides a breakdown of UPB and fair value for the Company’s MSRs:

	June 30, 2022				December 31, 2021
MSRs - UPB and Fair Value Breakdown	UPB		Fair Value		UPB		Fair Value
Investor Pools
Agency	$	364,436	$	5,806	$	302,851	$	3,859
Non-agency	32,951		345		36,357		364
Total	$	397,387	$	6,151	$	339,208	$	4,223

Schedule of sensitivity analysis of fair value, transferor's interests in transferred financial assets

The following table shows the hypothetical effect on the fair value of the Company’s MSRs when applying certain unfavorable variations of key assumptions to these assets for the dates indicated:

	Discount Rate				Total Prepayment Speeds				Cost to Service per Loan
MSRs - Hypothetical Sensitivities	100 bps Adverse Change		200 bps Adverse Change		10% Adverse Change		20% Adverse Change		10% Adverse Change		20% Adverse Change
June 30, 2022
Mortgage servicing rights	$	(258)	$	(495)	$	(150)	$	(293)	$	(66)	$	(132)
December 31, 2021
Mortgage servicing rights	$	(141)	$	(272)	$	(148)	$	(286)	$	(46)	$	(93)

The following table shows the hypothetical effect on the Company’s excess spread financing fair value when applying certain unfavorable variations of key assumptions to these liabilities for the dates indicated:

	Discount Rate				Prepayment Speeds
Excess Spread Financing - Hypothetical Sensitivities	100 bps Adverse Change		200 bps Adverse Change		10% Adverse Change		20% Adverse Change
June 30, 2022
Excess spread financing	$	20	$	42	$	13	$	26
December 31, 2021
Excess spread financing	$	26	$	54	$	28	$	58

Schedule of fees earned in exchange for servicing financial assets

The following table sets forth the items comprising total revenues for the Servicing segment:

	Three Months Ended June 30,				Six Months Ended June 30,
Total Revenues - Servicing	2022		2021		2022		2021
Contractually specified servicing fees(1)	$	378	$	275	$	705	$	551
Other service-related income(1)	20		214		68		359
Incentive and modification income(1)	9		14		18		28
Late fees(1)	19		16		38		34
Mark-to-market adjustments(2)	200		(140)		753		225
Amortization, net of accretion(3)	(199)		(198)		(401)		(365)
Other(4)	(32)		(76)		(70)		(159)
Total revenues - Servicing	$	395	$	105	$	1,111	$	673

(1)The Company recognizes revenue on an earned basis for services performed. Amounts include subservicing related revenues.

(2)Mark-to-market (“MTM”) adjustments include fair value adjustments on MSR, excess spread financing and MSR financing liabilities. The amount of MSR MTM includes the impact of negative modeled cash flows which have been transferred to reserves on advances and other receivables. The negative modeled cash flows relate to advances and other receivables associated with inactive and liquidated loans that are no longer part of the MSR portfolio. The impact of negative modeled cash flows was $6 and $8 for the three months ended June 30, 2022 and 2021 and $12 and $20 for the six months ended June 30, 2022 and 2021, respectively.

(3)Amortization is net of excess spread accretion of $27 and $70 during the three months ended June 30, 2022 and 2021, respectively. For the six months ended June 30, 2022 and 2021, amortization is net of excess spread accretion of $60 and $146, respectively.

(4)Other represents the excess servicing fee that the Company pays to the counterparties under the excess spread financing arrangements, portfolio runoff and the payments made associated with MSR financing arrangements.

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Advances and Other Receivables (Tables)

6 Months Ended

Jun. 30, 2022

Receivables [Abstract]

Schedule of accounts receivable

Advances and other receivables, net, consists of the following:

Advances and Other Receivables, Net	June 30, 2022		December 31, 2021
Servicing advances, net of $14 and $19 purchase discount, respectively	$	915	$	1,263
Receivables from agencies, investors and prior servicers, net of $8 and $12 purchase discount, respectively	127		132
Reserves	(150)		(167)
Total advances and other receivables, net	$	892	$	1,228

The following table sets forth the activities of the servicing reserves for advances and other receivables:

	Three Months Ended June 30,				Six Months Ended June 30,
Reserves for Advances and Other Receivables	2022		2021		2022		2021
Balance - beginning of period	$	152	$	206	$	167	$	208
Provision and other additions(1)	18		26		34		41
Write-offs	(20)		(41)		(51)		(58)
Balance - end of period	$	150	$	191	$	150	$	191

(1)The Company recorded a provision of $6 and $8 through the MTM adjustments in revenues - service related, net, in the condensed consolidated statements of operations during the three months ended June 30, 2022 and 2021, respectively, and $12 and $20 during the six months ended June 30, 2022 and 2021, respectively, for inactive and liquidated loans that are no longer part of the MSR portfolio. Other additions represent reclassifications of required reserves provisioned within other balance sheet accounts as associated serviced loans become inactive or liquidate.

The following tables set forth the activities of the purchase discounts for advances and other receivables:

	Three Months Ended June 30,
	2022				2021
Purchase Discount for Advances and Other Receivables	Servicing Advances		Receivables from Agencies, Investors and Prior Servicers		Servicing Advances		Receivables from Agencies, Investors and Prior Servicers
Balance - beginning of period	$	16	$	8	$	63	$	20
Utilization of purchase discounts	(2)		—		(37)		—
Balance - end of period	$	14	$	8	$	26	$	20

	Six Months Ended June 30,
	2022				2021
Purchase Discount for Advances and Other Receivables	Servicing Advances		Receivables from Agencies, Investors and Prior Servicers		Servicing Advances		Receivables from Agencies, Investors and Prior Servicers
Balance - beginning of period	$	19	$	12	$	72	$	21
Utilization of purchase discounts	(5)		(4)		(46)		(1)
Balance - end of period	$	14	$	8	$	26	$	20

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Mortgage Loans Held for Sale (Tables)

6 Months Ended

Jun. 30, 2022

Mortgage Loans Held for Sale and Investment [Abstract]

Schedule of mortgage loans held-for-sale

Mortgage loans held for sale are recorded at fair value as set forth below:

Mortgage Loans Held for Sale	June 30, 2022		December 31, 2021
Mortgage loans held for sale – UPB	$	2,098	$	4,257
Mark-to-market adjustment(1)	(26)		124
Total mortgage loans held for sale	$	2,072	$	4,381

(1)The mark-to-market adjustment includes net change in unrealized gain/loss, premium on correspondent loans and fees on direct-to-consumer loans. The mark-to-market adjustment is recorded in net gain on mortgage loans held for sale in the condensed consolidated statements of operations.

The following table sets forth the activities of mortgage loans held for sale:

	Six Months Ended June 30,
Mortgage Loans Held for Sale	2022		2021
Balance - beginning of period	$	4,381	$	5,720
Loans sold	(24,251)		(52,128)
Mortgage loans originated and purchased, net of fees	19,370		47,560
Repurchase of loans out of Ginnie Mae securitizations	2,686		5,812
Net change in unrealized loss on retained loans held for sale	(115)		(5)
Net transfers of mortgage loans held for sale(1)	1		2
Balance - end of period	$	2,072	$	6,961

(1)Amount reflects transfers to other assets for loans transitioning into REO status and transfers to advances and other receivables, net, for claims made on certain government insurance mortgage loans. Transfers out are net of transfers in upon receipt of proceeds from an REO sale or claim filing.

The total UPB and fair value of mortgage loans held for sale on non-accrual status was as follows:

	June 30, 2022				December 31, 2021
Mortgage Loans Held for Sale	UPB		Fair Value		UPB		Fair Value
Non-accrual(1)	$	113	$	103	$	104	$	94

(1)Non-accrual UPB includes $103 and $94 of UPB related to Ginnie Mae repurchased loans as of June 30, 2022 and December 31, 2021, respectively.

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Derivative Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of derivative instruments

The following tables provide the outstanding notional balances, fair values of outstanding positions and recorded gains/(losses) for the derivative financial instruments. Gains(losses) include both realized and unrealized gains (losses) of each derivative financial instrument.

		June 30, 2022				Six Months Ended June 30, 2022
Derivative Financial Instruments	Expiration Dates	Outstanding Notional		Fair Value		Gains/(Losses)
Assets
Mortgage loans held for sale
Loan sale commitments	2022	$	246	$	8	$	(17)
Derivative financial instruments
IRLCs	2022	2,103		62		(72)
LPCs	2022	325		3		—
Treasury futures	2022	30		—		3
Forward MBS trades	2022	1,798		12		429
Total derivative financial instruments - assets		$	4,256	$	77	$	360
Liabilities
Derivative financial instruments
IRLCs	2022	$	56	$	1	$	(1)
LPCs	2022	186		1		1
Treasury futures	2022	902		18		(185)
Forward MBS trades	2022	1,716		13		(31)
Total derivative financial instruments - liabilities		$	2,860	$	33	$	(216)

		June 30, 2021				Six Months Ended June 30, 2021
Derivative Financial Instruments	Expiration Dates	Outstanding Notional		Fair Value		Gains/(Losses)
Assets
Mortgage loans held for sale
Loan sale commitments	2021	$	1,514	$	39	$	(63)
Derivative financial instruments
IRLCs	2021	6,730		204		(210)
LPCs	2021	1,984		10		(29)
Forward MBS trades	2021	9,749		27		271
Swap futures	2021	60		—		1
Total derivative financial instruments - assets		$	18,523	$	241	$	33
Liabilities
Derivative financial instruments
IRLCs	2021	$	9	$	—	$	—
LPCs	2021	708		1		(1)
Forward MBS trades	2021	11,747		25		(126)
Swap futures	2021	—		—		(4)
Total derivative financial instruments - liabilities		$	12,464	$	26	$	(131)

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Indebtedness (Tables)

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Schedule of unsecured senior notes

Unsecured senior notes consist of the following:

Unsecured Senior Notes	June 30, 2022		December 31, 2021
$850 face value, 5.500% interest rate payable semi-annually, due August 2028	$	850	$	850
$650 face value, 5.125% interest rate payable semi-annually, due December 2030	650		650
$600 face value, 6.000% interest rate payable semi-annually, due January 2027	600		600
$600 face value, 5.750% interest rate payable semi-annually, due November 2031	600		600
Unsecured senior notes principal amount	2,700		2,700
Unamortized debt issuance costs	(28)		(30)
Unsecured senior notes, net	$	2,672	$	2,670

Schedule of maturities of long-term debt

As of June 30, 2022, the expected maturities of the Company’s unsecured senior notes based on contractual maturities are as follows:

Year Ending December 31,	Amount
2022 through 2026	$	—
Thereafter	2,700
Total unsecured senior notes principal amount	$	2,700

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Securitizations and Financings (Tables)

6 Months Ended

Jun. 30, 2022

Variable Interest Entities and Securitizations [Abstract]

Schedule of assets and liabilities of VIEs included in financial statements

A summary of the assets and liabilities of the Company’s transactions with VIEs included in the Company’s condensed consolidated balance sheets is presented below:

	June 30, 2022		December 31, 2021
Consolidated Transactions with VIEs	Transfers Accounted for as Secured Borrowings		Transfers Accounted for as Secured Borrowings
Assets
Restricted cash	$	45	$	50
Advances and other receivables, net	358		387
Total assets	$	403	$	437
Liabilities
Advance facilities, net(1)	$	301	$	322
Payables and other liabilities	—		1
Total liabilities	$	301	$	323

(1)Refer to advance facilities in Note 9, Indebtedness, for additional information.

The following table shows a summary of the outstanding collateral and certificate balances for securitization trusts for which the Company was the transferor, including any retained beneficial interests and MSRs, that were not consolidated by the Company:

Unconsolidated Securitization Trusts	June 30, 2022		December 31, 2021
Total collateral balances - UPB	$	1,034	$	1,122
Total certificate balances	$	1,012	$	1,112

A summary of mortgage loans transferred by the Company to unconsolidated securitization trusts that are 60 days or more past due are presented below:

Principal Amount of Transferred Loans 60 Days or More Past Due	June 30, 2022		December 31, 2021
Unconsolidated securitization trusts	$	127	$	138

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Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Schedule of earnings per share

The following table sets forth the computation of basic and diluted net income per common share (amounts in millions, except per share amounts):

	Three Months Ended June 30,				Six Months Ended June 30,
Computation of Earnings Per Share	2022		2021		2022		2021
Net income from continuing operations	$	151	$	427	$	809	$	986
Less: Undistributed earnings from continuing operations attributable to participating stockholders	—		4		—		9
Net income from continuing operations attributable to Mr. Cooper common stockholders	$	151	$	423	$	809	$	977
Net income from discontinued operations	$	—	$	12	$	—	$	14
Less: Undistributed earnings from discontinued operations attributable to participating stockholders	—		—		—		—
Net income from discontinued operations attributable to Mr. Cooper common stockholders	$	—	$	12	$	—	$	14
Net income	$	151	$	439	$	809	$	1,000
Less: Undistributed earnings attributable to participating stockholders	—		4		—		9
Net income attributable to common stockholders	$	151	$	435	$	809	$	991
Earnings from continuing operations per common share attributable to Mr. Cooper:
Basic	$	2.08	$	4.91	$	11.04	$	11.13
Diluted	$	2.03	$	4.72	$	10.74	$	10.65
Earnings from discontinued operations per common share attributable to Mr. Cooper:
Basic	$	—	$	0.14	$	—	$	0.16
Diluted	$	—	$	0.13	$	—	$	0.15
Earnings per common share attributable to Mr. Cooper:
Basic	$	2.08	$	5.05	$	11.04	$	11.29
Diluted	$	2.03	$	4.85	$	10.74	$	10.80
Weighted average shares of common stock outstanding (in thousands):
Basic	72,709		86,142		73,278		87,791
Dilutive effect of stock awards	1,618		2,664		2,052		3,123
Dilutive effect of participating securities	—		839		—		839
Diluted	74,327		89,645		75,330		91,753

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of fair value, assets and liabilities measured on recurring basis

The following tables present the estimated carrying amount and fair value of the Company’s financial instruments and other assets and liabilities measured at fair value on a recurring basis:

	June 30, 2022
			Recurring Fair Value Measurements
Fair Value - Recurring Basis	Total Fair Value		Level 1		Level 2		Level 3
Assets
Mortgage loans held for sale	$	2,072	$	—	$	2,072	$	—
Mortgage servicing rights	6,151		—		—		6,151
Equity securities	59		5		—		54
Derivative financial instruments
IRLCs	62		—		—		62
LPCs	3		—		—		3
Forward MBS trades	12		—		12		—
Liabilities
Derivative financial instruments
IRLCs	1		—		—		1
LPCs	1		—		—		1
Forward MBS trades	13		—		13		—
Treasury futures	18		—		18		—
Mortgage servicing rights financing	24		—		—		24
Excess spread financing	532		—		—		532

	December 31, 2021
			Recurring Fair Value Measurements
Fair Value - Recurring Basis	Total Fair Value		Level 1		Level 2		Level 3
Assets
Mortgage loans held for sale	$	4,381	$	—	$	4,381	$	—
Mortgage servicing rights	4,223		—		—		4,223
Equity securities	63		9		—		54
Derivative financial instruments
IRLCs	134		—		—		134
Forward MBS trades	7		—		7		—
LPCs	3		—		—		3
Liabilities
Derivative financial instruments
Forward MBS trades	8		—		8		—
LPCs	2		—		—		2
Swap futures	6		—		6		—
Mortgage servicing rights financing	10		—		—		10
Excess spread financing	768		—		—		768

Schedule of fair value, assets and liabilities measured on recurring basis, unobservable input reconciliation

The tables below present a reconciliation for all of the Company’s Level 3 assets and liabilities measured at fair value on a recurring basis:

	Six Months Ended June 30, 2022
	Assets						Liabilities
Fair Value - Level 3 Assets and Liabilities	Mortgage servicing rights		Equity securities		IRLCs		Excess spread financing		Mortgage servicing rights financing
Balance - beginning of period	$	4,223	$	54	$	134	$	768	$	10
Changes in fair value included in earnings	663		—		(72)		117		14
Purchases	1,178		—		—		—		—
Issuances	360		—		—		—		—
Sales	(289)		—		—		—		—
Repayments	—		—		—		(292)		—
Settlements	—		—		—		(61)		—
Other changes	16		—		—		—		—
Balance - end of period	$	6,151	$	54	$	62	$	532	$	24

	Six Months Ended June 30, 2021
	Assets				Liabilities
Fair Value - Level 3 Assets and Liabilities	Mortgage servicing rights		IRLCs		Excess spread financing		Mortgage servicing rights financing
Balance - beginning of period	$	2,703	$	414	$	934	$	33
Changes in fair value included in earnings	(190)		(210)		14		(12)
Purchases	218		—		—		—
Issuances	554		—		—		—
Sales	(12)		—		—		—
Settlements	—		—		(81)		—
Other changes	34		—		—		—
Balance - end of period	$	3,307	$	204	$	867	$	21

Fair value measurement inputs and valuation techniques

The tables below present the quantitative information for significant unobservable inputs used in the fair value measurement of Level 3 assets and liabilities.

	June 30, 2022									December 31, 2021
	Range						Weighted Average			Range						Weighted Average
Level 3 Inputs	Min			Max						Min			Max
MSR(1)
Discount rate	10.4		%	13.7		%	11.3		%	9.5		%	13.7		%	10.9		%
Prepayment speed	6.7		%	14.0		%	7.7		%	11.7		%	16.4		%	13.0		%
Cost to service per loan(2)	$	58		$	114		$	74		$	59		$	168		$	77
Average life(3)							7.9 years									5.8 years
IRLCs
Value of servicing (reflected as a percentage of loan commitment)	—		%	4.5		%	1.8		%	(0.7)		%	2.4		%	1.4		%
Excess spread financing(1)
Discount rate	10.0		%	13.8		%	11.3		%	9.5		%	13.8		%	11.2		%
Prepayment speed	7.4		%	14.0		%	9.7		%	12.8		%	15.2		%	13.4		%
Average life(3)							6.5 years									5.4 years
Mortgage servicing rights financing
Advance financing and counterparty fee rates	4.8		%	8.5		%	7.2		%	4.5		%	7.9		%	6.5		%
Annual advance recovery rates	17.7		%	23.4		%	19.0		%	19.2		%	23.0		%	21.3		%

(1)The inputs are weighted by investor.

(2)Presented in whole dollar amounts.

(3)Average life is included for informational purposes.

Schedule of fair value, by balance sheet grouping

The tables below present a summary of the estimated carrying amount and fair value of the Company’s financial instruments not carried at fair value:

	June 30, 2022
	Carrying Amount		Fair Value
Financial Instruments			Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	514	$	514	$	—	$	—
Restricted cash	115		115		—		—
Advances and other receivables, net	892		—		—		892
Loans subject to repurchase from Ginnie Mae	1,400		—		1,400		—
Financial liabilities
Unsecured senior notes, net	2,672		2,152		—		—
Advance and warehouse facilities, net	3,407		—		3,412		—
Liability for loans subject to repurchase from Ginnie Mae	1,400		—		1,400		—

	December 31, 2021
	Carrying Amount		Fair Value
Financial Instruments			Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	895	$	895	$	—	$	—
Restricted cash	146		146		—		—
Advances and other receivables, net	1,228		—		—		1,228
Loans subject to repurchase from Ginnie Mae	1,496		—		1,496		—
Financial liabilities
Unsecured senior notes, net	2,670		2,737		—		—
Advance and warehouse facilities, net	4,997		—		5,009		—
Liability for loans subject to repurchase from Ginnie Mae	1,496		—		1,496		—

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2022

Segment Reporting [Abstract]

Schedule of segment reporting information

The following tables present financial information by segment:

	Three Months Ended June 30, 2022
Financial Information by Segment	Servicing		Originations		Corporate/Other		Consolidated
Revenues
Service related, net	$	414	$	24	$	22	$	460
Net (loss) gain on mortgage loans held for sale	(19)		158		—		139
Total revenues	395		182		22		599
Total expenses	143		126		59		328
Interest income	35		15		—		50
Interest expense	(61)		(10)		(40)		(111)
Other expense, net	—		—		(5)		(5)
Total other (expenses) income, net	(26)		5		(45)		(66)
Income (loss) from continuing operations before income tax expense (benefit)	$	226	$	61	$	(82)	$	205
Depreciation and amortization for property and equipment and intangible assets from continuing operations	$	5	$	5	$	(1)	$	9
Total assets	$	9,645	$	1,381	$	1,869	$	12,895

	Three Months Ended June 30, 2021
Financial Information by Segment	Servicing		Originations		Corporate/Other		Consolidated
Revenues
Service related, net	$	(92)	$	45	$	39	$	(8)
Net gain on mortgage loans held for sale	197		385		—		582
Total revenues	105		430		39		574
Total expenses	121		226		78		425
Interest income	25		26		—		51
Interest expense	(65)		(23)		(31)		(119)
Other income, net	—		—		486		486
Total other (expenses) income, net	(40)		3		455		418
(Loss) income from continuing operations before income tax (benefit) expense	$	(56)	$	207	$	416	$	567
Depreciation and amortization for property and equipment and intangible assets from continuing operations	$	7	$	6	$	3	$	16
Total assets	$	15,973	$	4,582	$	2,753	$	23,308

	Six Months Ended June 30, 2022
Financial Information by Segment	Servicing		Originations		Corporate/Other		Consolidated
Revenues
Service related, net	$	1,115	$	66	$	34	$	1,215
Net (loss) gain on mortgage loans held for sale	(4)		440		—		436
Total revenues	1,111		506		34		1,651
Total expenses	266		300		100		666
Interest income	54		32		—		86
Interest expense	(115)		(22)		(80)		(217)
Other income, net	—		—		217		217
Total other (expenses) income, net	(61)		10		137		86
Income from continuing operations before income tax expense	$	784	$	216	$	71	$	1,071
Depreciation and amortization for property and equipment and intangible assets from continuing operations	$	10	$	9	$	1	$	20
Total assets	$	9,645	$	1,381	$	1,869	$	12,895

	Six Months Ended June 30, 2021
Financial Information by Segment	Servicing		Originations		Corporate/Other		Consolidated
Revenues
Service related, net	$	349	$	88	$	135	$	572
Net gain on mortgage loans held for sale	324		937		—		1,261
Total revenues	673		1,025		135		1,833
Total expenses	231		457		191		879
Interest income	48		49		—		97
Interest expense	(136)		(48)		(61)		(245)
Other income, net	—		—		486		486
Total other (expenses) income, net	(88)		1		425		338
Income from continuing operations before income tax expense	$	354	$	569	$	369	$	1,292
Depreciation and amortization for property and equipment and intangible assets from continuing operations	$	12	$	10	$	9	$	31
Total assets	$	15,973	$	4,582	$	2,753	$	23,308

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Discontinued Operations and Disposal Groups (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Mar. 31, 2022	Dec. 31, 2021	Dec. 01, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net income from discontinued operations	$ 0.0	$ 12.0	$ 0.0	$ 14.0
Discontinued Operation, Loan Asset Retained	34.0		34.0			$ 55.0
Discontinued Operation, Loan Liability Retained	26.0		26.0			$ 39.0
Sagent M&C, LLC
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Equity Method Investments	250.0		250.0
Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | Champion Mortgage [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue - service related, net		1.0		9.0
Salaries, wages and benefits expense		(8.0)		(16.0)
General and administrative expense		71.0		64.0
Interest income		43.0		87.0
Interest expense		(30.0)		(64.0)
Loss on classification as discontinued operations		(61.0)		(61.0)
Income from discontinued operations before income tax expense		16.0		19.0
Less: Income tax expense		4.0		5.0
Net income from discontinued operations		$ 12.0		$ 14.0
Disposal Group, Discontinued Operation, Transaction Cost	5.0		5.0
Purchase price							$ 1,640.0
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Mortgage Servicing Platform
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal Group, Discontinued Operation, Transaction Cost	0.0		$ 4.0
Purchase price					$ 260.0
Disposal Group, Including Discontinued Operation, Assets, Noncurrent					31.0
Cash received from disposal					$ 9.9
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal	$ 223.0
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Mortgage Servicing Platform | Sagent M&C, LLC | Mr. Cooper Group Inc.
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Ownership interest percentage					19.90%

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Mortgage Servicing Rights and Related Liabilities - MSRs and Related Liabilities (Details) - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021
Mortgage Servicing Rights [Line Items]
Excess spread financing - fair value	$ 532	$ 768
Mortgage servicing rights financing - fair value	24	10
MSR related liabilities - nonrecourse at fair value	556	778
Mortgage servicing rights
Mortgage Servicing Rights [Line Items]
MSRs - fair value	$ 6,151	$ 4,223

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Mortgage Servicing Rights and Related Liabilities - MSR's at Fair Value (Details) - Mortgage servicing rights - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Servicing Asset at Fair Value, Amount [Roll Forward]
Fair value - beginning of period	$ 4,223	$ 2,703
Servicing retained from mortgage loans sold	360	554
Purchases of servicing rights	1,178	218
Sales of servicing assets	(289)	(12)
Changes in valuation inputs or assumptions used in the valuation model (MSR MTM)	1,124	321
Changes in valuation due to amortization	(461)	(511)
Other changes	16	34
Fair value - end of period	$ 6,151	$ 3,307

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Mortgage Servicing Rights and Related Liabilities - Narrative (Details) - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021
Servicing Asset at Amortized Cost [Line Items]
Excess spread financing - fair value	$ 532	$ 768
Mortgage servicing rights financing - fair value	24	$ 10
Excess Spread Financing Repurchase, Purchase Price	277
Forward MSRs Sold
Servicing Asset at Amortized Cost [Line Items]
UPB	20,052		$ 1,076
Forward MSRs Sold, Subservicing Retained
Servicing Asset at Amortized Cost [Line Items]
UPB	$ 19,367		$ 1,008

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Mortgage Servicing Rights and Related Liabilities - UPB related to owned MSRs (Details) - Mortgage servicing rights - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021
Owned Service Loans [Line Items]
UPB	$ 397,387	$ 339,208
Fair Value	6,151	4,223
Agency
Owned Service Loans [Line Items]
UPB	364,436	302,851
Fair Value	5,806	3,859
Non-agency
Owned Service Loans [Line Items]
UPB	32,951	36,357
Fair Value	$ 345	$ 364

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Mortgage Servicing Rights and Related Liabilities - Fair Value Sensitivity Analysis (Details) - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021
Mortgage servicing rights
Excess Spread Financing - Hypothetical Sensitivities
Total prepayment speeds, 10% Adverse Change	$ (150)	$ (148)
Total prepayment speeds, 20% Adverse Change	(293)	(286)
Cost to Service per Loan, 10% Adverse Change	(66)	(46)
Cost to Service per Loan, 20% Adverse Change	(132)	(93)
Excess spread financing
Excess Spread Financing - Hypothetical Sensitivities
Total prepayment speeds, 10% Adverse Change	13	28
Total prepayment speeds, 20% Adverse Change	26	58
100 bps Adverse Change | Mortgage servicing rights
Excess Spread Financing - Hypothetical Sensitivities
Discount Rate	(258)	(141)
100 bps Adverse Change | Excess spread financing
Excess Spread Financing - Hypothetical Sensitivities
Discount Rate	20	26
200 bps Adverse Change | Mortgage servicing rights
Excess Spread Financing - Hypothetical Sensitivities
Discount Rate	(495)	(272)
200 bps Adverse Change | Excess spread financing
Excess Spread Financing - Hypothetical Sensitivities
Discount Rate	$ 42	$ 54

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Mortgage Servicing Rights and Related Liabilities - Servicing Revenue (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Transfers and Servicing [Abstract]
Contractually specified servicing fees(1)	$ 378	$ 275	$ 705	$ 551
Other service-related income(1)	20	214	68	359
Incentive and modification income(1)	9	14	18	28
Late fees(1)	19	16	38	34
Mark-to-market adjustments(2)	200	(140)	753	225
Amortization, net of accretion(3)	(199)	(198)	(401)	(365)
Other(4)	(32)	(76)	(70)	(159)
Total revenues - Servicing	395	105	1,111	673
Cumulative incurred losses related to advances and other receivables associated with inactive and liquidated loans	6	8	12	20
Servicing fee income accretion expense	$ 27	$ 70	$ 60	$ 146

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Advances and Other Receivables - Schedule of Accounts Receivable (Details) - USD ($) $ in Millions	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Receivables [Abstract]
Servicing advances, net of $14 and $19 purchase discount, respectively	$ 915		$ 1,263
Receivables from agencies, investors and prior servicers, net of $8 and $12 purchase discount, respectively	127		132
Reserves	(150)		(167)
Total advances and other receivables, net	892		1,228
Servicing advances discount	14	$ 16	19	$ 26	$ 63	$ 72
Receivables discount	$ 8	$ 8	$ 12	$ 20	$ 20	$ 21

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Advances and Other Receivables - Advances and Other Receivables Roll Forward (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Advances And Other Receivables, Reserves [Roll Forward]
Balance - beginning of period	$ 152	$ 206	$ 167	$ 208
Provision and other additions(1)	18	26	34	41
Write-offs	(20)	(41)	(51)	(58)
Balance - end of period	150	191	150	191
Cumulative incurred losses related to advances and other receivables associated with inactive and liquidated loans	$ 6	$ 8	$ 12	$ 20

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Advances and Other Receivables - Purchase Discount (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Servicing Advances
Servicing Advances, Discount	$ 16	$ 63	$ 19	$ 72
Accretion of Service Advances Discount	(2)	(37)	(5)	(46)
Servicing Advances, Discount	14	26	14	26
Receivables from Agencies, Investors and Prior Servicers
Receivable with Imputed Interest, Discount	8	20	8	20
Receivable Discount, Accretion Expense	0	0	(4)	(1)
Receivable with Imputed Interest, Discount	$ 8	$ 20	$ 12	$ 21

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Advances and Other Receivables - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing receivable, allowance for credit loss	$ 33	$ 42	$ 33	$ 42
Financial instruments collection period			39 months
Advances and other receivables reserve
Accounts, Notes, Loans and Financing Receivable [Line Items]
Provision for credit loss	3	3	$ 7	4
Other Credit Losses, Write-off	0		5
Financing receivable, allowance for credit loss	25	25	25	25
Purchase Discount
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing receivable, allowance for credit loss	$ 8	$ 17	$ 8	$ 17

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Mortgage Loans Held for Sale - Mortgage Loans Held for Sale (Details) - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021
Accounts, Notes, Loans and Financing Receivable [Line Items]
Mortgage loans held for sale – UPB	$ 2,098	$ 4,257
Mark-to-market adjustment(1)	(26)	124
Total mortgage loans held for sale	2,072	4,381
Mortgage Loans Held for Sale, Nonaccrual Basis Unpaid Principal Balance	113	104
Fair Value, Mortgage Loans Held for Sale non-accrual status	103	94
Ginnie mae repurchased loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Mortgage Loans Held for Sale, Nonaccrual Basis Unpaid Principal Balance	$ 103	$ 94

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Mortgage Loans Held for Sale - Reconciliation to Cash Flow (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Loans Receivable Held-for-sale, Net, Reconciliation to Cash Flow [Roll Forward]
Balance - beginning of period	$ 4,381	$ 5,720
Loans sold	(24,251)	(52,128)
Mortgage loans originated and purchased, net of fees	19,370	47,560
Repurchase of loans out of Ginnie Mae securitizations	2,686	5,812
Net change in unrealized loss on retained loans held for sale	(115)	(5)
Net transfers of mortgage loans held for sale(1)	1	2
Balance - end of period	$ 2,072	$ 6,961

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Mortgage Loans Held for Sale - Narrative (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Mortgage Loans Held for Sale and Investment [Abstract]
Sale of mortgage loans held for sale	$ 24,510	$ 52,923
Gain on sale of mortgage loans held for sale	259	$ 795
Mortgage loans held for sale in foreclosure	$ 46		$ 16

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Loans Subject to Repurchase from Ginnie Mae (Details) - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans subject to repurchase from Ginnie Mae	$ 1,400	$ 1,496
Financial Asset, Equal to or Greater than 90 Days Past Due | Payment Deferral
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans subject to repurchase from Ginnie Mae	$ 1,241	$ 1,301

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Goodwill and Intangible Assets (Details) - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 120	$ 120
Intangible assets	$ 11	$ 14

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Derivative Financial Instruments - Derivative Instruments (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Assets
Derivatives, Fair Value [Line Items]
Outstanding Notional	$ 4,256	$ 18,523
Fair Value	77	241
Gains/(Losses)	360	33
Assets | Loan sale commitments
Derivatives, Fair Value [Line Items]
Outstanding Notional	246	1,514
Fair Value	8	39
Gains/(Losses)	(17)	(63)
Assets | IRLCs
Derivatives, Fair Value [Line Items]
Outstanding Notional	2,103	6,730
Fair Value	62	204
Gains/(Losses)	(72)	(210)
Assets | LPCs
Derivatives, Fair Value [Line Items]
Outstanding Notional	325	1,984
Fair Value	3	10
Gains/(Losses)	0	(29)
Assets | Forward MBS trades
Derivatives, Fair Value [Line Items]
Outstanding Notional	1,798	9,749
Fair Value	12	27
Gains/(Losses)	429	271
Assets | Swap futures
Derivatives, Fair Value [Line Items]
Outstanding Notional		60
Fair Value		0
Gains/(Losses)		1
Assets | Treasury futures
Derivatives, Fair Value [Line Items]
Outstanding Notional	30
Fair Value	0
Gains/(Losses)	3
Liabilities
Derivatives, Fair Value [Line Items]
Outstanding Notional	2,860	12,464
Fair Value	33	26
Gains/(Losses)	(216)	(131)
Liabilities | IRLCs
Derivatives, Fair Value [Line Items]
Outstanding Notional	56	9
Fair Value	1	0
Gains/(Losses)	(1)	0
Liabilities | LPCs
Derivatives, Fair Value [Line Items]
Outstanding Notional	186	708
Fair Value	1	1
Gains/(Losses)	1	(1)
Liabilities | Forward MBS trades
Derivatives, Fair Value [Line Items]
Outstanding Notional	1,716	11,747
Fair Value	13	25
Gains/(Losses)	(31)	(126)
Liabilities | Swap futures
Derivatives, Fair Value [Line Items]
Outstanding Notional		0
Fair Value		0
Gains/(Losses)		$ (4)
Liabilities | Treasury futures
Derivatives, Fair Value [Line Items]
Outstanding Notional	902
Fair Value	18
Gains/(Losses)	$ (185)

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Derivative Financial Instruments - Narrative (Details) - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021
Other assets
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Collateral deposit assets (liabilities)	$ (37)	$ (27)

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Indebtedness - Advance and Warehouse Facilities Summary (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Advance and warehouse facilities, net	$ 3,407,000,000	$ 4,997,000,000
Advance Facilities | Servicing | Loans payable | $350 advance facility
Debt Instrument [Line Items]
Capacity Amount	350,000,000
Debt outstanding, gross	156,000,000	160,000,000
Collateral Pledged	186,000,000	197,000,000
Advance Facilities | Servicing | Loans payable | $350 advance facility
Debt Instrument [Line Items]
Capacity Amount	350,000,000
Debt outstanding, gross	145,000,000	162,000,000
Collateral Pledged	172,000,000	190,000,000
Advance Facilities | Servicing | Notes payable to banks
Debt Instrument [Line Items]
Debt outstanding, gross	523,000,000	614,000,000
Collateral Pledged	671,000,000	794,000,000
Advance Facilities | Servicing | Notes payable to banks | $75 advance facility
Debt Instrument [Line Items]
Capacity Amount	75,000,000
Debt outstanding, gross	49,000,000	58,000,000
Collateral Pledged	70,000,000	89,000,000
Warehouse Facilities | Originations | Notes payable to banks
Debt Instrument [Line Items]
Debt outstanding, gross	1,939,000,000	4,125,000,000
Collateral Pledged	2,111,000,000	4,327,000,000
Warehouse Facilities | Originations | Notes payable to banks | $4,000 warehouse facility
Debt Instrument [Line Items]
Capacity Amount	4,000,000,000
Debt outstanding, gross	661,000,000	1,224,000,000
Collateral Pledged	771,000,000	1,341,000,000
Warehouse Facilities | Originations | Notes payable to banks | $2,500 warehouse facility
Debt Instrument [Line Items]
Capacity Amount	2,500,000,000
Debt outstanding, gross	532,000,000	991,000,000
Collateral Pledged	550,000,000	1,024,000,000
Warehouse Facilities | Originations | Notes payable to banks | $1,500 warehouse facility
Debt Instrument [Line Items]
Capacity Amount	1,500,000,000
Debt outstanding, gross	180,000,000	356,000,000
Collateral Pledged	180,000,000	345,000,000
Warehouse Facilities | Originations | Notes payable to banks | $750 warehouse facility
Debt Instrument [Line Items]
Capacity Amount	750,000,000
Debt outstanding, gross	241,000,000	256,000,000
Collateral Pledged	253,000,000	270,000,000
Warehouse Facilities | Originations | Notes payable to banks | $450 warehouse facility
Debt Instrument [Line Items]
Capacity Amount	450,000,000
Debt outstanding, gross	0	87,000,000
Collateral Pledged	0	89,000,000
Warehouse Facilities | Originations | Notes payable to banks | $600 warehouse facility(2)
Debt Instrument [Line Items]
Capacity Amount	600,000,000
Debt outstanding, gross	91,000,000	409,000,000
Collateral Pledged	101,000,000	425,000,000
Warehouse Facilities | Originations | Notes payable to banks | $500 warehouse facility
Debt Instrument [Line Items]
Capacity Amount	500,000,000
Debt outstanding, gross	9,000,000	188,000,000
Collateral Pledged	10,000,000	194,000,000
Warehouse Facilities | Originations | Notes payable to banks | $500 warehouse facility
Debt Instrument [Line Items]
Capacity Amount	500,000,000
Debt outstanding, gross	117,000,000	419,000,000
Collateral Pledged	120,000,000	430,000,000
Warehouse Facilities | Originations | Notes payable to banks | $500 warehouse facility
Debt Instrument [Line Items]
Capacity Amount	500,000,000
Debt outstanding, gross	57,000,000	39,000,000
Collateral Pledged	68,000,000	39,000,000
Warehouse Facilities | Originations | Notes payable to banks | $500 warehouse facility
Debt Instrument [Line Items]
Capacity Amount	500,000,000
Debt outstanding, gross	31,000,000	38,000,000
Collateral Pledged	32,000,000	39,000,000
Warehouse Facilities | Originations | Notes payable to banks | $325 warehouse facility
Debt Instrument [Line Items]
Capacity Amount	325,000,000
Debt outstanding, gross	1,000,000	67,000,000
Collateral Pledged	1,000,000	67,000,000
Warehouse Facilities | Originations | Notes payable to banks | $250 warehouse facility(3)
Debt Instrument [Line Items]
Capacity Amount	250,000,000	600
Debt outstanding, gross	0	5,000,000
Collateral Pledged	0	6,000,000
Warehouse Facilities | Originations | Notes payable to banks | $200 warehouse facility
Debt Instrument [Line Items]
Capacity Amount	200,000,000
Debt outstanding, gross	19,000,000	46,000,000
Collateral Pledged	25,000,000	58,000,000
Warehouse Facilities | Originations | Notes payable to banks | $30 warehouse facility(4)
Debt Instrument [Line Items]
Capacity Amount	0
Debt outstanding, gross	0	0
Collateral Pledged	0	0
Warehouse Facilities | Originations | Notes payable to banks | $1,000 warehouse facility
Debt Instrument [Line Items]
Capacity Amount	1,000,000,000
MSR Facilities | Servicing | Notes payable to banks
Debt Instrument [Line Items]
Debt outstanding, gross	950,000,000	270,000,000
Collateral Pledged	5,054,000,000	2,814,000,000
MSR Facilities | Servicing | Notes payable to banks | $800 warehouse facility(1)(5)
Debt Instrument [Line Items]
Capacity Amount	800,000,000	260,000,000
Debt outstanding, gross	260,000,000	260,000,000
Collateral Pledged	2,008,000,000	1,107,000,000
MSR Facilities | Servicing | Notes payable to banks | $600 warehouse facility(6)
Debt Instrument [Line Items]
Capacity Amount	600,000,000	400,000,000
Debt outstanding, gross	400,000,000	0
Collateral Pledged	883,000,000	838,000,000
MSR Facilities | Servicing | Notes payable to banks | $400 warehouse facility
Debt Instrument [Line Items]
Capacity Amount	400,000,000
Debt outstanding, gross	200,000,000	0
Collateral Pledged	710,000,000	0
MSR Facilities | Servicing | Notes payable to banks | $400 warehouse facility(2)
Debt Instrument [Line Items]
Capacity Amount	400,000,000
Debt outstanding, gross	65,000,000	0
Collateral Pledged	1,376,000,000	745,000,000
MSR Facilities | Servicing | Notes payable to banks | $50 warehouse facility
Debt Instrument [Line Items]
Capacity Amount	50,000,000
Debt outstanding, gross	25,000,000	10,000,000
Collateral Pledged	77,000,000	124,000,000
MSR Facilities | Servicing | Notes payable to banks | $1,200 warehouse facility
Debt Instrument [Line Items]
Capacity Amount	1,200,000,000	1,200,000,000
Advance Financing, Internally Allocated | Servicing | Loans payable | $400 advance facility(1)
Debt Instrument [Line Items]
Capacity Amount	400,000,000	940,000,000
Debt outstanding, gross	173,000,000	234,000,000
Collateral Pledged	243,000,000	318,000,000
MSR Financing, Internally Allocated | Servicing | Notes payable to banks | $800 warehouse facility(1)(5)
Debt Instrument [Line Items]
Capacity Amount	800,000,000	260,000,000
MSR Financing, Internally Allocated | Servicing | Notes payable to banks | $400 warehouse facility(2)
Debt Instrument [Line Items]
Capacity Amount	400,000,000
Advance, Warehouse and MSR Facilities
Debt Instrument [Line Items]
Debt outstanding, gross	3,412,000,000	5,009,000,000
Collateral Pledged	7,836,000,000	7,935,000,000
Unamortized debt issuance costs	(5,000,000)	(12,000,000)
Advance and warehouse facilities, net	$ 3,407,000,000	$ 4,997,000,000

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Indebtedness - Summary of Unsecured Senior Notes (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Unsecured senior notes, net	$ 2,672,000,000	$ 2,670,000,000
Unsecured Senior Notes
Debt Instrument [Line Items]
Unsecured senior notes principal amount	2,700,000,000	2,700,000,000
Unamortized debt issuance costs	(28,000,000)	(30,000,000)
Unsecured senior notes, net	2,672,000,000	2,670,000,000
Unsecured Senior Notes | $850 face value, 5.500% interest rate payable semi-annually, due August 2028
Debt Instrument [Line Items]
Unsecured senior notes principal amount	850,000,000	850,000,000
Face value	$ 850,000,000
Debt Instrument, Interest Rate, Stated Percentage	5.50%
Unsecured Senior Notes | $650 face value, 5.125% interest rate payable semi-annually, due December 2030
Debt Instrument [Line Items]
Unsecured senior notes principal amount	$ 650,000,000	650,000,000
Face value	$ 650,000,000
Debt Instrument, Interest Rate, Stated Percentage	5.125%
Unsecured Senior Notes | $600 face value, 6.000% interest rate payable semi-annually, due January 2027
Debt Instrument [Line Items]
Unsecured senior notes principal amount	$ 600,000,000	600,000,000
Face value	$ 600,000,000
Debt Instrument, Interest Rate, Stated Percentage	6.00%
Unsecured Senior Notes | $600 face value, 5.750% interest rate payable semi-annually, due November 2031
Debt Instrument [Line Items]
Unsecured senior notes principal amount	$ 600,000,000	$ 600,000,000
Face value	$ 600,000,000
Debt Instrument, Interest Rate, Stated Percentage	5.75%

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Indebtedness - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Debt Instrument [Line Items]
Interest Expense	$ 111	$ 119	$ 217	$ 245
Advance Facilities | Servicing
Debt Instrument [Line Items]
Short-Term Debt, Weighted Average Interest Rate, over Time	3.10%	3.40%	2.80%	3.20%
Warehouse & MSR Facilities
Debt Instrument [Line Items]
Short-Term Debt, Weighted Average Interest Rate, over Time	3.10%	2.10%	2.60%	2.20%
Debt
Debt Instrument [Line Items]
Interest Expense	$ 90	$ 90	$ 176	$ 183
Unsecured Senior Notes
Debt Instrument [Line Items]
Maximum percentage redeemable on unsecured debt			40.00%
Repayments of debt			$ 0	0
Amount of principal amount outstanding repaid			$ 0	$ 0

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Indebtedness - Schedule of Notes Maturity (Details) - Unsecured Senior Notes - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
2022 through 2026	$ 0
Thereafter	2,700
Total unsecured senior notes principal amount	$ 2,700	$ 2,700

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Securitizations and Financings - Assets and Liabilities of Consolidated VIEs (Details) - Residential mortgage - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021
Assets and Associated Liabilities of Transfers Accounted for as Secured Borrowings [Line Items]
Assets - transfers accounted for as secured borrowings	$ 403	$ 437
Liabilities - transfers accounted for as secured borrowings	301	323
Restricted cash
Assets and Associated Liabilities of Transfers Accounted for as Secured Borrowings [Line Items]
Assets - transfers accounted for as secured borrowings	45	50
Advances and other receivables, net
Assets and Associated Liabilities of Transfers Accounted for as Secured Borrowings [Line Items]
Assets - transfers accounted for as secured borrowings	358	387
Advance facilities, net(1)
Assets and Associated Liabilities of Transfers Accounted for as Secured Borrowings [Line Items]
Liabilities - transfers accounted for as secured borrowings	301	322
Payables and other liabilities
Assets and Associated Liabilities of Transfers Accounted for as Secured Borrowings [Line Items]
Liabilities - transfers accounted for as secured borrowings	$ 0	$ 1

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Securitizations and Financings - Securitization Trusts (Details) - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021
Variable Interest Entities and Securitizations [Abstract]
Total collateral balances - UPB	$ 1,034	$ 1,122
Total certificate balances	1,012	1,112
Financial Asset, Past Due
Financing Receivable, Past Due [Line Items]
Unconsolidated securitization trusts	$ 127	$ 138

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Earnings Per Share - Narrative (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Sep. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Common Stock
Stock Repurchased and Retired [Line Items]
Repurchase of common stock (in shares)	2,261		2,982	4,505	(14,800)
Preferred Stock
Stock Repurchased and Retired [Line Items]
Stock Repurchased and Retired During Period, Shares		1,000

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Earnings Per Share - Computation of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Earnings Per Share [Abstract]
Net income from continuing operations	$ 151	$ 427	$ 809	$ 986
Less: Undistributed earnings from continuing operations attributable to participating stockholders	0	4	0	9
Net income from continuing operations attributable to Mr. Cooper common stockholders	151	423	809	977
Net income from discontinued operations	0	12	0	14
Less: Undistributed earnings from discontinued operations attributable to participating stockholders	0	0	0	0
Net income from discontinued operations attributable to Mr. Cooper common stockholders	0	12	0	14
Net income	151	439	809	1,000
Less: Undistributed earnings attributable to participating stockholders	0	4	0	9
Net income attributable to common stockholders	$ 151	$ 435	$ 809	$ 991
Earnings Per Share, Basic [Abstract]
Income (Loss) from Continuing Operations, Per Basic Share	$ 2.08	$ 4.91	$ 11.04	$ 11.13
Income (Loss) from Continuing Operations, Per Diluted Share	2.03	4.72	10.74	10.65
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic Share	0	0.14	0	0.16
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Diluted Share	0	0.13	0	0.15
Basic (in dollars per share)	2.08	5.05	11.04	11.29
Diluted (in dollars per share)	$ 2.03	$ 4.85	$ 10.74	$ 10.80
Weighted average shares of common stock outstanding (in thousands):
Basic (in shares)	72,709	86,142	73,278	87,791
Dilutive effect of stock awards	1,618	2,664	2,052	3,123
Dilutive effect of participating securities	0	839	0	839
Diluted	74,327	89,645	75,330	91,753

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Income Taxes (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Effective tax rate	26.00%	24.80%	24.40%	23.70%

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Fair Value Measurements - Measured on a Recurring Basis (Details) - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021
Assets
Mortgage loans held for sale	$ 2,072	$ 4,381
Liabilities
Mortgage servicing rights financing	24	10
Recurring Fair Value Measurements
Assets
Mortgage loans held for sale	2,072	4,381
Mortgage servicing rights	6,151	4,223
Equity securities	59	63
Liabilities
Mortgage servicing rights financing	24	10
Excess spread financing	532	768
Recurring Fair Value Measurements | IRLCs
Assets
Derivative financial instruments	62	134
Liabilities
Fair Value	1
Recurring Fair Value Measurements | LPCs
Assets
Derivative financial instruments	3	3
Liabilities
Fair Value	1	2
Recurring Fair Value Measurements | Forward MBS trades
Assets
Derivative financial instruments	12	7
Liabilities
Fair Value	13	8
Recurring Fair Value Measurements | Swap futures
Liabilities
Fair Value		6
Recurring Fair Value Measurements | Treasury futures
Liabilities
Fair Value	18
Recurring Fair Value Measurements | Level 1
Assets
Mortgage loans held for sale	0	0
Mortgage servicing rights	0	0
Equity securities	5	9
Liabilities
Mortgage servicing rights financing	0	0
Excess spread financing	0	0
Recurring Fair Value Measurements | Level 1 | IRLCs
Assets
Derivative financial instruments	0	0
Liabilities
Fair Value	0
Recurring Fair Value Measurements | Level 1 | LPCs
Assets
Derivative financial instruments	0	0
Liabilities
Fair Value	0	0
Recurring Fair Value Measurements | Level 1 | Forward MBS trades
Assets
Derivative financial instruments	0	0
Liabilities
Fair Value	0	0
Recurring Fair Value Measurements | Level 1 | Swap futures
Liabilities
Fair Value		0
Recurring Fair Value Measurements | Level 1 | Treasury futures
Liabilities
Fair Value	0
Recurring Fair Value Measurements | Level 2
Assets
Mortgage loans held for sale	2,072	4,381
Mortgage servicing rights	0	0
Equity securities	0	0
Liabilities
Mortgage servicing rights financing	0	0
Excess spread financing	0	0
Recurring Fair Value Measurements | Level 2 | IRLCs
Assets
Derivative financial instruments	0	0
Liabilities
Fair Value	0
Recurring Fair Value Measurements | Level 2 | LPCs
Assets
Derivative financial instruments	0	0
Liabilities
Fair Value	0	0
Recurring Fair Value Measurements | Level 2 | Forward MBS trades
Assets
Derivative financial instruments	12	7
Liabilities
Fair Value	13	8
Recurring Fair Value Measurements | Level 2 | Swap futures
Liabilities
Fair Value		6
Recurring Fair Value Measurements | Level 2 | Treasury futures
Liabilities
Fair Value	18
Recurring Fair Value Measurements | Level 3
Assets
Mortgage loans held for sale	0	0
Mortgage servicing rights	6,151	4,223
Equity securities	54	54
Liabilities
Mortgage servicing rights financing	24	10
Excess spread financing	532	768
Recurring Fair Value Measurements | Level 3 | IRLCs
Assets
Derivative financial instruments	62	134
Liabilities
Fair Value	1
Recurring Fair Value Measurements | Level 3 | LPCs
Assets
Derivative financial instruments	3	3
Liabilities
Fair Value	1	2
Recurring Fair Value Measurements | Level 3 | Forward MBS trades
Assets
Derivative financial instruments	0	0
Liabilities
Fair Value	0	0
Recurring Fair Value Measurements | Level 3 | Swap futures
Liabilities
Fair Value		$ 0
Recurring Fair Value Measurements | Level 3 | Treasury futures
Liabilities
Fair Value	$ 0

XML

Fair Value Measurements - Level 3 Reconciliation (Details) - Recurring Fair Value Measurements - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Excess spread financing
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance - beginning of period	$ 768	$ 934
Changes in fair value included in earnings	117	14
Purchases	0	0
Issuances	0	0
Sales	0	0
Repayments	292
Settlements	(61)	(81)
Other changes	0	0
Balance - end of period	532	867
Mortgage servicing rights financing
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance - beginning of period	10	33
Changes in fair value included in earnings	14	(12)
Purchases	0	0
Issuances	0	0
Sales	0	0
Repayments	0
Settlements	0	0
Other changes	0	0
Balance - end of period	24	21
Mortgage servicing rights
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance - beginning of period	4,223	2,703
Changes in fair value included in earnings	663	(190)
Purchases	1,178	218
Issuances	360	554
Sales	(289)	(12)
Repayments	0
Settlements	0	0
Other changes	16	34
Balance - end of period	6,151	3,307
Equity securities
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance - beginning of period	54
Changes in fair value included in earnings	0
Purchases	0
Issuances	0
Sales	0
Repayments	0
Settlements	0
Other changes	0
Balance - end of period	54
IRLCs
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance - beginning of period	134	414
Changes in fair value included in earnings	(72)	(210)
Purchases	0	0
Issuances	0	0
Sales	0	0
Repayments	0
Settlements	0	0
Other changes	0	0
Balance - end of period	$ 62	$ 204

XML

Fair Value Measurements - Unobservable Inputs (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
MSR(1)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Average life(3)	7 years 10 months 24 days	5 years 9 months 18 days
Excess spread financing
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Average life(3)	6 years 6 months	5 years 4 months 24 days
Min | MSR(1)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Discount rate	10.40%	9.50%
Prepayment speed	6.70%	11.70%
Cost to service per loan(2)	$ 58	$ 59
Min | IRLCs
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of servicing (reflected as a percentage of loan commitment)	0	(0.007)
Min | Excess spread financing
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Discount rate	10.00%	9.50%
Prepayment speed	7.40%	12.80%
Min | Mortgage servicing rights financing
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Advance financing and counterparty fee rates	4.80%	4.50%
Annual advance recovery rates	17.70%	19.20%
Max | MSR(1)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Discount rate	13.70%	13.70%
Prepayment speed	14.00%	16.40%
Cost to service per loan(2)	$ 114	$ 168
Max | IRLCs
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of servicing (reflected as a percentage of loan commitment)	0.045	0.024
Max | Excess spread financing
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Discount rate	13.80%	13.80%
Prepayment speed	14.00%	15.20%
Max | Mortgage servicing rights financing
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Advance financing and counterparty fee rates	8.50%	7.90%
Annual advance recovery rates	23.40%	23.00%
Weighted Average | MSR(1)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Discount rate	11.30%	10.90%
Prepayment speed	7.70%	13.00%
Cost to service per loan(2)	$ 74	$ 77
Weighted Average | IRLCs
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Value of servicing (reflected as a percentage of loan commitment)	0.018	0.014
Weighted Average | Excess spread financing
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Discount rate	11.30%	11.20%
Prepayment speed	9.70%	13.40%
Weighted Average | Mortgage servicing rights financing
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Advance financing and counterparty fee rates	7.20%	6.50%
Annual advance recovery rates	19.00%	21.30%

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Fair Value Measurements - Fair Value by Balance Sheet Line Item (Details) - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021
Financial assets
Restricted cash	$ 115	$ 146	$ 113
Loans subject to repurchase from Ginnie Mae	1,400	1,496
Financial liabilities
Unsecured senior notes, net	2,672	2,670
Advance and warehouse facilities, net	3,407	4,997
Nonrecurring Fair Value Measurements
Financial assets
Cash and cash equivalents	514	895
Restricted cash	115	146
Advances and other receivables, net	892	1,228
Loans subject to repurchase from Ginnie Mae	1,400	1,496
Financial liabilities
Unsecured senior notes, net	2,672	2,670
Advance and warehouse facilities, net	3,407	4,997
Liability for loans subject to repurchase from Ginnie Mae	1,400	1,496
Nonrecurring Fair Value Measurements | Level 1
Financial assets
Cash and cash equivalents	514	895
Restricted cash	115	146
Advances and other receivables, net	0	0
Loans subject to repurchase from Ginnie Mae	0	0
Financial liabilities
Unsecured senior notes, net	2,152	2,737
Advance and warehouse facilities, net	0	0
Liability for loans subject to repurchase from Ginnie Mae	0	0
Nonrecurring Fair Value Measurements | Level 2
Financial assets
Cash and cash equivalents	0	0
Restricted cash	0	0
Advances and other receivables, net	0	0
Loans subject to repurchase from Ginnie Mae	1,400	1,496
Financial liabilities
Unsecured senior notes, net	0	0
Advance and warehouse facilities, net	3,412	5,009
Liability for loans subject to repurchase from Ginnie Mae	1,400	1,496
Nonrecurring Fair Value Measurements | Level 3
Financial assets
Cash and cash equivalents	0	0
Restricted cash	0	0
Advances and other receivables, net	892	1,228
Loans subject to repurchase from Ginnie Mae	0	0
Financial liabilities
Unsecured senior notes, net	0	0
Advance and warehouse facilities, net	0	0
Liability for loans subject to repurchase from Ginnie Mae	$ 0	$ 0

XML

Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Loss Contingencies [Line Items]
Legal Fees (Recoveries), net	$ 10	$ 8	$ 8	$ 21
Litigation and regulatory matters | Min
Loss Contingencies [Line Items]
Estimate of possible loss	4		4
Litigation and regulatory matters | Max
Loss Contingencies [Line Items]
Estimate of possible loss	$ 7		$ 7

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Segment Information - Financial Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Revenues:
Service related, net	$ 460	$ (8)	$ 1,215	$ 572
Net (loss) gain on mortgage loans held for sale	139	582	436	1,261
Total revenues	599	574	1,651	1,833
Total expenses	328	425	666	879
Other income (expenses)
Interest income	50	51	86	97
Interest expense	(111)	(119)	(217)	(245)
Other expense, net	(5)	486	217	486
Total other (expenses) income, net	(66)	418	86	338
Income (loss) from continuing operations before income tax expense (benefit)	205	567	1,071	1,292
Depreciation and amortization for property and equipment and intangible assets from continuing operations	9	16	20	31
Total assets	12,895	23,308	12,895	23,308	$ 14,204
Gain (Loss) on Disposition of Assets			(223)
Operating Segments | Servicing
Revenues:
Service related, net	414	(92)	1,115	349
Net (loss) gain on mortgage loans held for sale	(19)	197	(4)	324
Total revenues	395	105	1,111	673
Total expenses	143	121	266	231
Other income (expenses)
Interest income	35	25	54	48
Interest expense	(61)	(65)	(115)	(136)
Other expense, net	0	0	0	0
Total other (expenses) income, net	(26)	(40)	(61)	(88)
Income (loss) from continuing operations before income tax expense (benefit)	226	(56)	784	354
Depreciation and amortization for property and equipment and intangible assets from continuing operations	5	7	10	12
Total assets	9,645	15,973	9,645	15,973
Operating Segments | Originations
Revenues:
Service related, net	24	45	66	88
Net (loss) gain on mortgage loans held for sale	158	385	440	937
Total revenues	182	430	506	1,025
Total expenses	126	226	300	457
Other income (expenses)
Interest income	15	26	32	49
Interest expense	(10)	(23)	(22)	(48)
Other expense, net	0	0	0	0
Total other (expenses) income, net	5	3	10	1
Income (loss) from continuing operations before income tax expense (benefit)	61	207	216	569
Depreciation and amortization for property and equipment and intangible assets from continuing operations	5	6	9	10
Total assets	1,381	4,582	1,381	4,582
Corporate/Other
Revenues:
Service related, net	22	39	34	135
Net (loss) gain on mortgage loans held for sale	0	0	0	0
Total revenues	22	39	34	135
Total expenses	59	78	100	191
Other income (expenses)
Interest income	0	0	0	0
Interest expense	(40)	(31)	(80)	(61)
Other expense, net	(5)	486	217	486
Total other (expenses) income, net	(45)	455	137	425
Income (loss) from continuing operations before income tax expense (benefit)	(82)	416	71	369
Depreciation and amortization for property and equipment and intangible assets from continuing operations	(1)	3	1	9
Total assets	$ 1,869	$ 2,753	$ 1,869	$ 2,753