Amendment No. 2 dated as of August 3, 2022 to Loan and Security Agreement dated as of August 20, 2020 among Nationstar Mortgage LLC, as borrower, Morgan Stanley Bank, N.A., as lender and Morgan Stanley Mortgage Capital Holdings LLC, as administrative agent

This Amendment No. 2 to the Loan and Security Agreement (this “Amendment”) is made as of this 3rd day of August, 2022, 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 amended by Amendment No. 1 thereto dated as of September 17, 2021 and 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, the 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.

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.

MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, as Administrative Agent

By: /s/ Michael Calandra    

Name: Michael Calandra

Title: Authorized Signatory

NATIONSTAR MORTGAGE LLC,

as Borrower

By: /s/ Pedro Alvarez    

Name: Pedro Alvarez
Title: Treasurer

MORGAN STANLEY BANK, N.A.,

as Lender

By: /s/ Danus Houseal    

Name: Danus Houseal

Title: Authorized Signatory

Section 1.01    Definitions; Construction.

(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), (1) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (2) 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, (3) 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, (4) 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 (5) 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.

Section 2.01    Reserved.

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, (7) specify the proposed Funding Date, which must be a Business Day; (8) 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 (9) 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.

Section 2.05    Borrowing Base; Market Value; Asset Coverage Certificate.

(b)The Administrative Agent’s determination of Market Value shall be conclusive upon all parties to this Agreement.

Section 2.07    Increased Costs. If any Change in Law shall:

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 Section 2.08, 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 1. 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.

(c)Notwithstanding anything to the contrary herein or in any other Loan Document, if:Benchmark Replacement.

Section 3.01    Payments and Computations, etc.

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 (10) 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.

(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), (11) 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 (12) 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).

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.

(1)in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party

(2)executed copies of Internal Revenue Service Form W-8ECI;

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”):

(d)all Servicing Income;

(e)all Eligible Pledged Servicing Receivables;

(f)all Advance Reimbursement Amounts;

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 In Financing Statements.

(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; (a) 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; (b) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral;

(c)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; (d) in connection with the above, to give such discharges or releases as the Administrative Agent may deem appropriate; and (e) 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

(i)Perform or cause to be performed, the Borrower’s obligations under any Servicing Contract to the extent permitted by the Acknowledgement Agreement.

Section 4.05    Release of Security Interest.

(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, (13) 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), (14) 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 (15) 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.

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.

(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.

(d)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 (19) any Requirements of Law applicable to it of any Governmental Authority having jurisdiction over it or any of its properties.

(e)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, (i) which questions the validity or enforceability of any of the Loan Documents, (ii) 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.

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.

(j)No Default.    No Default or Event of Default has occurred and is continuing.

(q)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.

(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.

(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.

(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.

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:

(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; (28) preserve and maintain all of its material rights, privileges and franchises necessary to conduct its business as then being conducted; (29) 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 (30) keep records and books of account in accordance with GAAP consistently applied in all material respects.

(iii)    together with the financial statements delivered pursuant to clauses 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;

(i)Financial Covenants. The Borrower shall:

(iv)Leverage Ratio.    Maintain at all times a ratio of its Total Net Indebtedness to Tangible Net Worth of not greater than 9:1;

$1.00; and

(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, (31) to subject any of the Collateral to valid and perfected first priority Liens, (32) 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 (33) 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.

Persons whomsoever, subject to the restrictions imposed by the Ginnie Mae Agency Requirements and the Acknowledgement Agreement.

(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; (34) provide collateral for the Borrower’s warehouse lines of credit; or (35) fund the acquisition of and performance of required servicing activities for additional servicing and/or servicing portfolios.

Section 8.01    Events of Default. The following events shall be “Events of Default”:

(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, (i) the Borrower is involuntarily terminated as servicer with respect to any Eligible Pledged Servicing Receivables, (ii) 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 (iii) the failure of the Borrower to maintain Ginnie Mae net worth requirements and such failure is unwaived by Ginnie Mae;

(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; (iv) 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; (v) the admission in writing by the Borrower of its inability to pay its debts as they become due; (vi) 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; (vii) the Borrower makes an assignment for the benefit of any of its creditors; or (viii) the Borrower generally fails to pay, or admits in writing its inability to pay, its debts as they become due;

Section 8.02    Remedies.

(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 (38) 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.

(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 (39) 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.

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 9.04    General Immunity.

(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; (40) 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 (41) 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.

Section 9.08    Reserved.

Section 10.01 Restrictions on Assignments.

(f)Effect of Assignment. Subject to the terms and conditions of this Section 10.01, 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; (46) 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 (47) 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.

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; (48) such Lender shall remain solely responsible to the Borrower for the performance of such obligations; and (49) 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 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, 1. Excluded Taxes (other than any incremental Taxes arising solely by reason of a breach by the Borrower of its obligations under this Agreement), and 2. 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 12.01 Amendments, etc.

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 (i) 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, (ii) if personally delivered, when received, 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 12.05 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;

(c)no joint venture exists among or between the Lenders and the Borrower.

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: 1. 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; 2. becomes available to the Administrative Agent or any Lender (as applicable) from a source other than the Borrower; 3. 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 4. is independently developed by the Administrative Agent or any Lender (as applicable) without reference to the information disclosed by the Borrower.

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; 5. 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; 6. 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; 7. 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); 8. all the reasonable out-of-pocket costs and expenses in connection with the custody or preservation of any of the Collateral; and 9. 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.

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:         

Name:

Title:

HOLDINGS LLC, as Administrative Agent

By:         

Name:

Title:

MORGAN STANLEY BANK, N.A., as Lender

By:         

Name:

Title:

“Administrative Agent” has the meaning set forth in the preamble.

“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 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.

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.

“Agency” means each of Fannie Mae, Freddie Mac and Ginnie Mae.

“Agreement” has the meaning set forth in the preamble.

(b) shall not be less than the Benchmark Floor.

“Applicable Margin” has the meaning given to it in the Fee Letter.

“Benchmark” means, initially, the greater of (i) One-Month LIBORTerm SOFR and

If at any time the Benchmark Replacement as determined pursuant to clause (1), (2), or

(3)or (4) of this definition would be less than the Benchmark Floor, the Benchmark Replacement will be deemed to be the Benchmark Floor for the purposes of this Agreement.

Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Borrower” has the meaning set forth in the preamble.

$250,000 or more.

similar funds which invest exclusively in assets satisfying the requirements of clauses (i) through

(v)of this definition.

“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.

“Corporate Advance Rate” has the meaning given to it in the Fee Letter.

and ###-###-####691351297, 691352071, 691351305 and 691351925, which shall be subject to the Sold Excess Servicing Spread Purchaser Account Control Letter Agreement.

$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.

“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.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

Corp., MSR Spruce AV2B LP, MSR Pine AV1A Corp., MSR Pine AV2B LP, MSR Palm AV1A Corp. and MSR Palm AV2A LTD.

“Fee Collection Account Bank” means JPMorgan Chase Bank, N.A.

“Foreign Lender” means a Lender that is not a U.S. Person.

“Funding Date” means the date any Loan is disbursed in accordance with the terms hereof.

“Ginnie Mae Contract” has the meaning set forth in Section 4.02(a)(2).

“Indemnified Amounts” has the meaning set forth in Section 11.01. “Indemnified Party” has the meaning set forth in Section 11.01.

“Indemnitee Agent Party” has the meaning set forth in Section 9.07.

“Interest Rate” has the meaning set forth in Section 2.06.

“Lender” has the meaning set forth in the preamble.

“Loan” has the meaning set forth in Section 2.02.

“Margin Notice” has the meaning set forth in Section 2.09.

(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 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.

“Mortgagor” means the obligor on a Mortgage Note.

“Mr. Cooper Group” means Mr. Cooper Group Inc., a Delaware corporation.

“OFAC-administered sanctions” has the meaning set forth in Section 6.01(z).

“Participant” has the meaning set forth in Section 10.02. “Participant Register” has the meaning set forth in Section 10.02.

“Patriot Act” has the meaning set forth in Section 6.01(y).

“Permitted Encumbrance” means:

(e)Liens on Property (other than any Collateral);

(i)attaches to such property and (ii) secures the Indebtedness that was incurred to acquire such property or any refinancing in respect thereof;

“Prepayment Notice” means a notice substantially in the form of Exhibit 2.09(b).

“Recipient” means the Administrative Agent and any Lender.

“Register” has the meaning set forth in Section 10.04.

“Request for Borrowing” has the meaning set forth in Section 2.04(a).

“S&P” means S&P Global Ratings, a subsidiary of S&P Global Inc. “Securities Act” means the Securities Act of 1933, as amended.

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.

“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), (60) 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 (61) the Borrower does not have an unreasonably small amount of capital with which to conduct its business.

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR

that has been selected or recommended by the Relevant Governmental Body.

(ii)the amount of any Non-Recourse Debt (including any securitization debt).

(ii)any other obligation (including any guarantee) that is contingent in nature at such time; or

(iii)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.

“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.

“Withholding Agent” means the Borrower and the Administrative Agent.

(a)This Agreement duly executed by the parties hereto;

(b)If requested, any Notes duly executed by the Borrower;

(c)The Acknowledgement Agreement executed by Ginnie Mae;

(a)The Administrative Agent shall have received a duly executed copy of the Request for Borrowing for such Loan in accordance with Section 2.04;

(b)The Borrower shall have delivered to the Administrative Agent an executed copy of the Borrowing Base Certificate for such Loan in accordance with Section 2.04(a)(iii);

(c)On the applicable Funding Date, the following statements shall be true (and the Borrower by delivering such Request for Borrowing shall be deemed to have certified that):

(ii)all conditions precedent to the making of such Loan have been satisfied;

(a)(a) All Loan Documents shall continue to be in full force and effect in all material respects; and

(b)(b) The Administrative Agent has obtained a perfected first priority lien on the Collateral included in the Borrowing Base.

Nationstar Mortgage LLC, a Delaware limited liability company, with an organizational identification number of ###-###-####.

The Borrower:

Attention: Pedro Alvarez, Senior Vice President and Treasurer

Telephone: (469) 426-3057

Email: Pedro.Alvarez@nationstarmail.com With a copy to:

Nationstar Mortgage LLC 8950 Cypress Water Blvd. Coppell, Texas 75019 Attention: General Counsel

Email: John.Fietz@nationstarmail.com

The Administrative Agent and Lender:

Morgan Stanley Bank, N.A.

Morgan Stanley Mortgage Capital Holdings LLC

1585 Broadway

New York, New York 10036 Attention: Darius Houseal Telephone No.: 212 ###-###-####

Fax No.: 212 ###-###-####

Email: resifsl_nonqm@morganstanley.com and fsl_non_agency_neon@morganstanley.com

With Copies to: