Agreement for the Bulk Purchase and Sale of Mortgage Servicing Rights, dated as of July 24, 2024, by and between Nationstar Mortgage LLC and Flagstar Bank, N.A

Exhibit 2.1

CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***].

EXECUTION VERSION

AGREEMENT FOR THE BULK PURCHASE AND SALE OF

MORTGAGE SERVICING RIGHTS

Dated as of July 24, 2024

by and between

Nationstar Mortgage LLC

as Purchaser

and

Flagstar Bank N.A.

as Seller

TABLE OF CONTENTS

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EXHIBITS & SCHEDULES

EXHIBIT A   FORM OF SALE CONFIRMATION

EXHIBIT B   MORTGAGE FILE CONTENTS

EXHIBIT C   PRIVATE INVESTORS

EXHIBIT D   [RESERVED]

EXHIBIT E   DATA FIELDS CONTAINED IN SETTLEMENT REPORT

EXHIBIT E-1 ESTIMATED PURCHASE PRICE COMPUTATION WORKSHEET

EXHIBIT E-2 PURCHASE PRICE COMPUTATION

EXHIBIT F   [RESERVED]

EXHIBIT G   PURCHASE PRICE PERCENTAGE

EXHIBIT H   FORM OF POWER OF ATTORNEY

Schedule 3.04 - Schedule of Current Mortgage Loans (as of June 30, 2024) with Unreimbursed Non-Escrow Corporate Advances

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AGREEMENT FOR THE BULK PURCHASE AND SALE OF

MORTGAGE SERVICING RIGHTS

This AGREEMENT FOR THE BULK PURCHASE AND SALE OF MORTGAGE SERVICING RIGHTS (the “Agreement”) is entered into as of July 24, 2024 (the “Effective Date”) by and between Nationstar Mortgage LLC (the “Purchaser”) and Flagstar Bank N.A. (the “Seller”).

WITNESSETH:

WHEREAS, on the terms and subject to the conditions set forth herein, the Seller desires to sell, transfer and assign, and the Purchaser desires to purchase and assume all right, title and interest in and to the Servicing Rights described herein.

NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and upon the terms and subject to the conditions set forth herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND CONSTRUCTION

Section 1.01 Definitions. As used in this Agreement, the following terms shall have the meanings specified below:

“Accepted Servicing Practices”: With respect to each Mortgage Loan, those mortgage servicing standards, policies and practices that are in accordance with (i) the terms of the related Mortgage Loan Documents, (ii) Applicable Requirements, (iii) the terms of this Agreement, and (iv) to the extent not in conflict with the preceding clauses (i), (ii), and (iii), the standards, policies and practices of prudent mortgage lending institutions that service mortgage loans of the same type as the Mortgage Loan for their own account in the jurisdiction where the related Mortgaged Property is located.

“Action”: Any action, suit, litigation, arbitration, inquiry, proceeding, claim, demand or investigation by or before any governmental authority or arbitrator.

“Advances”: With respect to each Mortgage Loan, the funds that as of the close of business on an applicable date of determination have been advanced by the Seller in connection with the servicing of the related Mortgage Loans (including, without limitation, advances for principal, interest, taxes, ground rents, assessments, insurance premiums and other costs, fees and expenses pertaining to the acquisition of title to and preservation and repair of Mortgaged Properties) that are eligible for reimbursement (without curtailment) under the Agency Guidelines.

“Affiliate”: With respect to a Person, shall mean a business entity controlling, controlled by, or under common control with such Person. Control exists when an entity, directly or indirectly, owns or controls more than fifty percent (50%) of another entity.

“Agencies”: Fannie Mae, Freddie Mac, Ginnie Mae, FHA, HUD, VA, RHS, USDA and State Agencies, as applicable.

“Agency Guidelines”: The Fannie Mae Guides, Freddie Mac Guide, Ginnie Mae Guide, FHA Regulations, USDA Regulations, VA Regulations, RHS Regulations or the HUD Handbook, as applicable, as such Agency Guidelines may be modified from time to time or enacted subsequent to the date of this Agreement, and any other applicable agreements, rules, regulations, directives, announcements, bulletins and instructions of the applicable Agency or Insurer relating to the servicing or subservicing of the Mortgage Loans, including any delegated authority and variances permitted by the related Agency.

“Agreement”: This Agreement for the Bulk Purchase and Sale of Mortgage Servicing Rights, including all amendments hereof and supplements hereto, and all Exhibits, Schedules and ancillary documents attached hereto or delivered pursuant hereto.

“Ancillary Fees”: All income derived from the Mortgage Loans not required by the Agency Guidelines to be passed through to the Agency or the Mortgagors (other than the Servicing Fee), including but not limited to, any late payment charges, charges for dishonored checks, pay-off fees, assumption fees, conversion fees, expedited payment or convenience fees, commissions and administrative fees on cross-selling and optional products, and similar fees and charges, as applicable, collected from or assessed against the Mortgagor in accordance with Applicable Requirements.

“Applicable Privacy Laws”: As defined in Section 10.17 of this Agreement.

“Applicable Requirements”: As of the time of reference, (a) all contractual obligations of the Purchaser and/or the Seller, as applicable, and any Originators or Prior Servicers with respect to the Mortgage Loans and/or the Servicing Rights, including without limitation those contractual obligations contained in the Servicing Agreements, in any agreement with any Agency, Insurer, Investor or other Person or in the Mortgage Loan Documents for which the Purchaser and/or the Seller (as applicable), or any Originator or Prior Servicer, is responsible or at any time was responsible (as in effect at such time); (b) all federal, state and local laws, statutes, rules, regulations and ordinances applicable to the Purchaser or the Seller, any Originators or Prior Servicers as to the Seller, or to the Servicing Rights or the origination, servicing, purchase, sale, enforcement and insuring or guaranty of, or filing of claims in connection with, the Mortgage Loans, including without limitation the applicable requirements and guidelines of any Agency, Investor or Insurer, the CFPB, or any other governmental agency, board, commission, instrumentality or other governmental or quasi-governmental body or office; (c) all other judicial and administrative judgments, orders, stipulations, awards, writs and injunctions applicable to the Purchaser or the Seller, any Originators or Prior Servicers as to the Seller, the Servicing Rights or the Mortgage Loans; (d) all applicable Investor and Agency Guidelines, manuals, handbooks, bulletins, circulars, announcements, issuances, releases, letters, correspondence and other instructions applicable to the Mortgage Loans and/or the Servicing Rights; and (e) the terms of the related Mortgage Instrument and Mortgage Note.

“Asset Purchase Agreement”: The Asset Purchase Agreement dated of even date herewith between Seller and Purchaser.

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“Assignments of Mortgage Instruments”: A written instrument that, when recorded in the appropriate office of the local jurisdiction in which the related Mortgaged Property is located, will reflect the transfer of the Mortgage Instrument identified therein from the transferor to the transferee named therein.

“Business Day”: Any day other than (a) a Saturday or Sunday, or (b) a day on which the Federal Reserve is closed or (c) a day on which banks located in the States of New York, Michigan, or Texas are authorized or obligated by law or executive order to be closed.

“CFPB”: Consumer Financial Protection Bureau or any successor thereto.

“Claim”: As defined in Section 8.04 of this Agreement.

“Compensatory Fees”: Any compensatory fees (or settlements thereof) assessed by Fannie Mae or Freddie Mac, as applicable, based on the failure of Seller to service any Mortgage Loan in accordance with Applicable Requirements prior to the Servicing Transfer Date.

“Consumer Information”: Any personally identifiable information in any form (written electronic or otherwise), including without limitation, any non-public personal information, as that term is defined in Title V of the Gramm-Leach-Bliley Act of 1999, as amended from time to time, relating to a Mortgagor, including, but not limited to: a Mortgagor’s name, address, telephone number, Mortgage Loan number, Mortgage Loan payment history, delinquency status, insurance carrier or payment information, tax amount or payment information; the fact that the Mortgagor has a relationship with the Seller or the Originator of the related Mortgage Loan; and any other non-public personally identifiable information.

“CoreLogic”: CoreLogic Tax Services, LLC, or any successor thereto.

“Custodial Accounts”: The accounts in which Custodial Funds are deposited and held by the Servicer.

“Custodial Funds”: All funds held by or on behalf of the Seller with respect to the Mortgage Loans, including, but not limited to, all principal and interest funds and any other funds due to any Investor, buydown funds, funds for the payment of taxes, assessments, insurance premiums, ground rents and similar charges, funds from hazard insurance loss drafts and other mortgage escrow and impound amounts (including interest accrued thereon for the benefit of the Mortgagors under the Mortgage Loans, if required by law or contract) maintained by or on behalf of the Seller relating to the Mortgage Loans.

“Custodial Funds Schedule”: As defined in Section 3.04(a) of this Agreement.

“Cut-Off Date”: With respect to any Servicing Rights, the date set forth in the related Sale Confirmation or as otherwise established with respect to Servicing Rights related to Pipeline Mortgage Loans.

“Delinquent Loan”: A mortgage loan that, as of the applicable Sale Date, is sixty (60) or more days past due.

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“Document Clearing Due Date”: With respect to each Ginnie Mae Mortgage Loan, the applicable final certification/recertification due date pursuant to Agency Guidelines.

“Document Custodian”: With respect to each Mortgage Loan, the party that acts as document custodian in relation to such Mortgage Loan.

“Document Management Vendor”: FileNet, or such other document management vendor engaged by the Purchaser under a document management agreement for the retention of the Imaged Mortgage File Documents.

“Effective Date”: The date set forth in the introductory phrase of this Agreement.

“Eligible Loan”: A Fannie Mae Mortgage Loan, a Freddie Mac Mortgage Loan, a Ginnie Mae Mortgage Loan or a Mortgage Loan relating to a Private Investor, including in all cases any Pipeline Mortgage Loan, that was (i) originated directly by the Seller, or (ii) purchased by the Seller through the Seller’s broker or correspondent channels; provided, however, that the term “Eligible Loan” shall exclude any Mortgage Loan as to which the related Investor has not approved, if required, the sale and transfer of servicing for the related Servicing Rights to the Purchaser.

“Estimate Date”: Five (5) Business Days prior to the Sale Date or such other date mutually agreed to by the Seller and the Purchaser.

“Estimated Purchase Price”: As described in the Estimated Purchase Price Computation Worksheet (Exhibit E-1).

“Exceptions List”: With respect to the sale of Servicing Rights and the related Sale Date, a list prepared by the Purchaser or Purchaser’s designee and delivered to the Seller for each Mortgage Loan that has a document exception, because the related Mortgage File is missing any Legal Document required to be included therein pursuant to Exhibit B attached hereto.

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

“Fannie Mae Guides”: The Fannie Mae Single Family Servicing Guide, as amended, supplemented or otherwise modified from time to time.

“Fannie Mae Mortgage Loan”: A mortgage loan (fixed or ARM) (a) with respect to which Fannie Mae owns the beneficial interest therein, or (b) that serves as collateral for mortgage-backed securities on which the payment of principal and interest is guaranteed by Fannie Mae.

“FHA”: The Federal Housing Administration of the United States Department of Housing and Urban Development, or any successor thereto.

“FHA Insurance”: An insurance policy issued by the FHA under the applicable section of the National Housing Act, as amended.

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“FHA Mortgage Loan”: A Mortgage Loan secured by a Mortgage insured by FHA under the provisions of the National Housing Act and the related FHA Regulations, as now and hereafter amended.

“FHA Regulations”: Regulations promulgated by HUD under the National Housing Act, codified in Title 24 of the Code of Federal Regulations, and other HUD issuances relating to mortgage loans insured by the FHA.

“FHFA”: The Federal Housing Finance Agency, or any successor thereto

“Final Settlement Report”: As defined in Section 3.02(b) of this Agreement.

“Float Benefit”: The net economic benefit resulting from holding Mortgage Escrow Payments and Custodial Funds and all other deposits held relating to the Servicing Rights.

“Foreclosure”: The procedure pursuant to which a lienholder acquires title to a mortgaged property in a foreclosure sale, or a sale under power of sale, or other acquisition of title to the mortgaged property based upon a default by the mortgagor under the mortgage loan documents, under the laws of the state where such mortgaged property is located.

“Freddie Mac”: The Federal Home Loan Mortgage Corporation, or any successor thereto.

“Freddie Mac Guide”: The Freddie Mac Single Family Servicing Guide, as amended, supplemented or otherwise modified from time to time.

“Freddie Mac Mortgage Loan”: A mortgage loan (fixed or ARM) (a) with respect to which Freddie Mac owns the beneficial interest therein, or (b) that serves as collateral for mortgage-backed securities on which the payment of principal and interest is guaranteed by Freddie Mac.

“Ginnie Mae”: The Government National Mortgage Association, or any successor thereto.

“Ginnie Mae Guide”: The Ginnie Mae Mortgage Backed Securities (MBS) Guide, as amended, supplemented or otherwise modified from time to time.

“Ginnie Mae Mortgage Loan”: A mortgage loan (fixed or ARM) that serves as collateral for mortgage-backed securities on which the payment of principal and interest is guaranteed by Ginnie Mae.

“High Cost Loan”: A mortgage loan that is (a) a “high cost” mortgage loan under HOEPA, or (b) a “high cost home,” “threshold,” “covered,” “high risk home,” “predatory,” “abusive,” or similarly defined loan, including refinance loans, under any other applicable state, federal or local law or regulation (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees). For avoidance of doubt, Higher Price Mortgage Loans shall not be considered High Cost Loans for purposes of this Agreement.

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“Higher Priced Mortgage Loan”: A Higher Priced Mortgage Loan as defined in 12 CFR 1026.35(a)(1).

“HOEPA”: The Home Ownership and Equity Protection Act of 1994, as amended and as implemented by Regulation Z.

“Holdback Funds”: As defined in Section 3.03(c) of this Agreement.

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

“HUD Handbook”: HUD issuances relating to the Mortgage Loans, including, but not limited to, HUD Handbook 4330.1 REV-5 and any subsequent revisions thereto and any other handbook or mortgagee letters, circulars, notices or other issuances issued by HUD applicable to the Mortgage Loans, as amended, modified, updated or supplemented from time to time.

“Imaged Mortgage File Documents”: Those documents (in fully-indexed, electronically imaged format) described in part C of Exhibit B attached hereto, or as otherwise set forth in the Transfer Instructions, and which comprise part of the Mortgage File.

“Imaging Fee”: $7.50 per Mortgage Loan.

“Indemnified Party”: As defined in Section 8.04 of this Agreement.

“Indemnifying Party”: As defined in Section 8.04 of this Agreement.

“Initial Exceptions List Deadline”: With respect to a Mortgage Loan, ten (10) calendar days following the beginning of the third full calendar month following the month in which the applicable Servicing Transfer Date occurs. In the instance such date does not fall on a Business Day, the Initial Exceptions List Deadline shall be deemed to be the next Business Day.

“Insurer” or “Insurers”: FHA, HUD, VA, RHS, USDA or any PMI company, pool insurer and any insurer or guarantor under any standard hazard insurance policy, any federal flood insurance policy, any title insurance policy, any earthquake insurance policy or other insurance policy, and any successor thereto, with respect to the Mortgage Loan or the Mortgaged Property.

“Interim Servicing Fee”: For any applicable Interim Servicing Period, the interim servicing fees shall be deemed to be the same fees and compensation payable to the Purchaser under the Subservicing Agreement such that the net fees payable to the Seller under this Agreement and payable to the Purchaser under the Subservicing Agreement for such Interim Servicing Period shall be zero ($0).

“Interim Servicing Period”: With respect to each Mortgage Pool, the period commencing on the day following the applicable Sale Date and ending on the applicable Servicing Transfer Date.

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“Investor” or “Investors”: With respect to any Mortgage Loan, Ginnie Mae, Fannie Mae, Freddie Mac, or a Private Investor, as applicable.

“Investor Consent”: The approval, if required, in writing from each applicable Investor and FHFA consenting to the transfer of the applicable Servicing Rights from Seller to Purchaser pursuant to this Agreement.

“Legal Documents”: Those documents described in parts A and B of Exhibit B attached hereto and which comprise part of the Mortgage File.

“Loss” or “Losses”: Any and all out-of-pocket losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, Compensatory Fees, interest, awards, penalties, fines, out-of-pocket costs or expenses of whatever kind, including reasonable attorneys’ fees, fees and the cost of enforcing any right to indemnification hereunder, provided, however, that Losses shall not include (i) any amounts attributable to or arising from overhead allocations, general or administrative costs and expenses, or any cost for the time of any Party’s employees, (ii) ordinary deductions from the calculation of insurance or guaranty benefits by an Agency, including payment of interest by FHA at the debenture rate rather than the mortgage note rate and required deductions for a portion of expenses and interest, excluding those deductions resulting from Seller’s failure to service in accordance with Applicable Requirements and (iii) prepayment interest shortfalls payable to Investors for the accrual of interest in excess of the amount payable by the Mortgagor upon the full or partial prepayment of a Mortgage Loan.

“MERS”: The Mortgage Electronic Registration System.

“MERS Mortgage Loan”: Any Mortgage Loan as to which the related Mortgage Instrument, or an Assignment of Mortgage Instrument, has been recorded in the name of MERS, as nominee or agent for the holder from time to time of the Mortgage Note as of the applicable Sale Date.

“Mortgage Escrow Payments”: The portion, if any, of the Mortgage Loan Payment in connection with a Mortgage Loan that relates to funds for the payment of taxes, assessments, insurance premiums and other customary mortgage escrow amounts required under the Mortgage Loan Documents.

“Mortgage File”: The Legal Documents and Imaged Mortgage File Documents.

“Mortgage Instrument”: Any deed of trust, security deed, mortgage, security agreement or any other instrument which constitutes a first lien on real estate (or shares of stock in the case of cooperatives) securing payment by a Mortgagor of a Mortgage Note.

“Mortgage Loan”: An Eligible Loan (including Pipeline Mortgage Loans) as to which the Seller has sold the related Servicing Rights to the Purchaser pursuant to the terms and conditions of this Agreement, and which is set forth in the related Mortgage Loan Schedule.

“Mortgage Loan Documents”: The Mortgage Instruments and Mortgage Notes.

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“Mortgage Loan Payment”: With respect to a Mortgage Loan, the amount of each monthly installment on such Mortgage Loan, whether principal and interest or escrow or other payment, required or permitted to be paid by the Mortgagor in accordance with the terms of the Mortgage Loan Documents.

“Mortgage Loan Repurchase Price”: With respect to any Mortgage Loan that the applicable Investor requires to be repurchased, or which the Purchaser or Seller elect to repurchase from an applicable Investor in accordance with this Agreement, an amount equal to the total amount required to be paid to such Investor with respect to such repurchase, including any and all penalties owed to the applicable Investor related to the repurchase of such Mortgage Loan.

“Mortgage Loan Schedule”: With respect to any Mortgage Pool of Servicing Rights to be sold on a Sale Date, the related schedule of Mortgage Loans related to such Servicing Rights attached as Schedule 1 to the Sale Confirmation and which schedule includes the data fields set forth on Exhibit E attached hereto. A preliminary schedule of Mortgage Loans (other than Pipeline Mortgage Loans) entitled “Sale Selection_063024_wAdv.xlsx” has been shared with Purchaser.

“Mortgage Note”: The promissory note executed by a Mortgagor and secured by a Mortgage Instrument evidencing the indebtedness of the Mortgagor under a Mortgage Loan.

“Mortgage Pool”: With respect to Ginnie Mae Mortgage Loans, the pool of Mortgage Loans for which, pursuant to the applicable Investor Consent, the related Servicing Rights are transferred to Purchaser on the applicable Servicing Transfer Date.

“Mortgaged Property”: The residential real property that is encumbered by a Mortgage Instrument, including all buildings and fixtures thereon.

“Mortgagor”: Any obligor under a Mortgage Note and Mortgage Instrument.

“Originator”: With respect to any Mortgage Loan, the Person(s) that: (a) took the loan application, (b) processed the loan application, (c) underwrote the loan application and/or (d) closed or funded the Mortgage Loan.

“Parties”: The Seller and the Purchaser.

“Person”: An individual, a corporation, a partnership, a limited liability company, a joint venture, a trust, an unincorporated association or organization, a government body, agency or instrumentality or any other entity.

“Pipeline Mortgage Loans”: All residential mortgage loans not reflected on the preliminary schedule of Mortgage Loans referenced in the definition of “Mortgage Loan Schedule” that are processed, pooled, sold and/or delivered by the Seller to an Investor prior to the initial Sale Date, except as otherwise mutually agreed by the Seller and the Purchaser.

“PMI”: Private mortgage insurance.

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“PMI Companies”: The insurance companies that have issued PMI policies insuring any of the Mortgage Loans.

“Pool”: A pool of Mortgage Loans that have been aggregated pursuant to the Agency Guidelines into a mortgage-backed security which has been guaranteed by the applicable Investor.

“Power of Attorney”: The power of attorney executed by Seller in accordance with Section 5.13 hereof.

“Preliminary Settlement Report”: As defined in Section 3.02(a) of this Agreement.

“Prior Servicer”: With respect to a Mortgage Loan, any Person that was a Servicer of such Mortgage Loan before the applicable Servicing Transfer Date.

“Private Investor” or “Private Investors”: Each of the private investors identified on Exhibit C.

“Purchase Price”: The product of the unpaid principal balance of the Mortgage Loans as of the Cut-Off Date multiplied by the Purchase Price Percentage and as further defined in Section 3.01.

“Purchase Price Percentage”: As provided in Exhibit G.

“Purchaser”: As defined in the introductory phrase of this Agreement.

“Recourse Obligation”: Any obligation with respect to any Mortgage Loan in any master commitment or pool purchase contract, whether described as a limited or full recourse, credit support reimbursement or other obligation, loss sharing arrangement or otherwise which would subject the servicer of such Mortgage Loan to credit losses in connection with a default under, or the Foreclosure of, acceptance of deed in lieu of Foreclosure, or on the liquidation of such Mortgage Loan.

“Repurchase Alternative Agreement”: As defined in Section 8.03(d) of this Agreement.

“RHS”: Rural Housing Service of the United States Department of Agriculture, or any successor thereto.

“RHS Regulations”: The regulations promulgated by the RHS and other RHS issuances relating to mortgage loans guaranteed by the RHS.

“Sale Confirmation”: A document, substantially in the form of Exhibit A attached hereto, executed by the Seller and the Purchaser on the related Sale Date, which sets forth the related Servicing Rights sold to the Purchaser on such Sale Date and the other information set forth on such form.

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“Sale Date”: With respect to any Servicing Rights, the date set forth in the related Sale Confirmation, on which Purchaser acquires all rights, obligations, title and interests in and to such Servicing Rights identified therein subject to the terms of this Agreement.

“Seller”: As defined in the introductory phrase of this Agreement.

“Servicer”: The Person contractually obligated, at any time, to administer the Servicing Rights under the Servicing Agreements.

“ServiceLink”: ServiceLink IP Holding Company, LLC, or any successor thereto.

“Servicing Agreements”: The contracts (including, without limitation, any pooling agreement, servicing agreement, custodial agreement or other agreement or arrangement), and all applicable rules, regulations, procedures, manuals and guidelines incorporated therein, defining the rights and obligations of the Servicer, with respect to Eligible Loans.

“Servicing Fee”: The annual aggregate amount payable to the Servicer under the applicable Servicing Agreement related to a Mortgage Loan as consideration for servicing such Mortgage Loan, less any guarantee fees due to the applicable Investor and any other components of the servicing fees that Seller is not entitled to retain as compensation pursuant to the Agency Guidelines or otherwise, which may be expressed as a percentage.

“Servicing Rights”: (a) The rights and obligations to service, administer, collect payments for the reduction of principal and application of interest, collect payments on account of taxes and insurance, pay taxes and insurance, remit collected payments, provide foreclosure services, and provide full escrow administration in connection with the Mortgage Loans, (b) any other obligations required by any Agency, Investor or Insurer in, of, for or in connection with the Mortgage Loans pursuant to the Servicing Agreements, (c) the right to receive, possess, and use any and all accounts (inclusive of all custodial and escrow accounts), documents, files, records, Mortgage Files, servicing documents, servicing records, data tapes, computer records, or any other information pertaining to the Mortgage Loans or pertaining to the past, present or prospective servicing of the Mortgage Loans, (d) the right to receive the Servicing Fee and any Ancillary Fees (along with any other future compensation or other related fees or expenses) arising from or connected to the Mortgage Loans and the benefits derived from and obligations related to any accounts arising from or connected to such Mortgage Loans (e) all rights to reimbursement and collection of Advances, deferred servicing fees, and all similar fees, (f) to the extent applicable, conveyance of rights to call or collapse related securitizations, (g) all rights and benefits relating to the direct solicitation of the related Mortgagors for refinance or modification of the Mortgage Loans and the attendant right, title and interest in and to the list of such Mortgagors and data relating to their respective Mortgage Loans, (h) all agreements or documents creating, defining, or evidencing any servicing rights to the extent they relate to a Mortgage Loan and Seller’s role as servicer thereunder, and (i) all rights, powers and privileges incident to any of the foregoing.

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“Servicing Rights Repurchase Price”: The sum of the following: (a) the product of the unpaid principal balance of the Mortgage Loan at the Cut-Off Date multiplied by the Purchase Price Percentage and such product multiplied by a fraction, the numerator of which equals the current unpaid principal balance of the related Mortgage Loan and the denominator of which is the unpaid principal balance of such Mortgage Loan as of the Cut-Off Date; (b) if the Seller elects to repurchase the related Servicing Rights, all unreimbursed Advances paid by the Purchaser to the Seller hereunder and for the related Advances made by the Purchaser to the extent the Purchaser has not been reimbursed for such Advances in connection with the related Mortgage Loans and the Servicing Rights; and (c) if the Seller elects to repurchase the related Servicing Rights, the cost of any transfer fees such as documentary stamp taxes, recording taxes, and transfer taxes.

“Servicing Transfer Date”: The date or dates on which, pursuant to the applicable Investor Consent, (i) Purchaser assumes responsibility for actual servicing of the Mortgage Loans, and (ii) Seller ceases actual servicing of the Mortgage Loans. The Parties agree that the Servicing Transfer Date(s) shall be as mutually agreed by the Seller and Purchaser and permitted by the applicable Investor Consent.

“State Agency”: Any state or local agency with authority to (a) regulate the business of the Purchaser or the Seller, including without limitation any state or local agency with authority to determine the investment or servicing requirements with regard to mortgage loans originated, purchased or serviced by the Purchaser or the Seller, or (b) originate, purchase or service mortgage loans, or otherwise promote mortgage lending, including without limitation any state and local housing finance authorities.

“Subservicing Agreement”: The Subservicing Agreement, dated as the date hereof, between the Seller and the Purchaser, as may be amended from time to time.

“Survival Period”: The period commencing on the related Sale Date and ending [***] following such Sale Date.

“Termination Date”: December 31, 2024, or such other date as mutually agreed by the Seller and the Purchaser.

“Trailing Loan Documents”: Each of the documents described in part B of Exhibit B attached hereto.

“Transfer Instructions”: The transfer instructions to be mutually agreed upon by Seller and Purchaser no later than the initial Sale Date, which shall specify the manner in which the Servicing of the Mortgage Loans shall be transferred to the Purchaser, as agreed upon by the Purchaser and the Seller in good faith.

“Uncured Document Exception”: A Mortgage Loan that continues to be subject to a document exception as set forth in the Exceptions Lists and such document exception is expected by the Purchaser, as determined in its good faith and reasonable discretion, to have a material and adverse effect on the servicing of such Mortgage Loan and/or value of the related Servicing Rights.

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

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“USDA Regulations”: The regulations promulgated by the USDA and other USDA issuances relating to mortgage loans guaranteed by the USDA.

“VA”: The United States Department of Veterans Affairs or any successor thereto.

“VA Regulations”: The regulations promulgated by the VA pursuant to the Serviceman’s Readjustment Act of 1944, as amended, codified in Title 38 of the Code of Federal Regulations, and other related HUD or VA issuances related to such Mortgage Loans, including, but not limited to, related handbooks, circulars, notices and mortgagee letters, as well as all other VA issuances relating to mortgage loans guaranteed by the VA, each of which may be amended from time to time.

Section 1.02 General Interpretive PrinciplesSection 1.02 . For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

ARTICLE II

SALE OF SERVICING RIGHTS AND RELATED MATTERS

Section 2.01 Items to be Sold, Transferred and AssignedSection 1.03 . Upon the terms and subject to the conditions of this Agreement, and subject to Applicable Requirements, the Seller shall sell, transfer and assign to the Purchaser, and the Purchaser shall purchase and assume from the Seller, on the Sale Date upon the terms specified herein, all of the Seller’s legal and beneficial right, title, interest in and to the applicable (a) Servicing Rights, (b) Advances, (c) Custodial Funds, and (d) Mortgage Files for the Mortgage Loans. The Purchaser shall be entitled to the Servicing Fees received or collected following the Cut-Off Date.

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Section 2.02 Evidence of Sale. Prior to the applicable Sale Date, the Purchaser and the Seller shall execute and deliver the documents required by each Investor in connection with the transfer of the Servicing Rights hereunder, in form and substance reasonably satisfactory to the Purchaser and the Seller and in compliance with Applicable Requirements.

Section 2.03 Retention of Property by Seller in Trust. From and after the applicable Sale Date, the sole and exclusive ownership of the Servicing Rights sold on such Sale Date shall vest in the Purchaser. Any possession or control of the Mortgage Files or other related books, records, accounts, funds or other property representing or relating to the Servicing Rights by the Seller following the applicable Sale Date shall be possessed or held by the Seller solely in trust on behalf of, and at the will of, the Purchaser, except that the Seller may retain and maintain copies of documents and records from the Mortgage Files or its prior origination or servicing activities to the extent such documents and records are necessary or appropriate to comply with Applicable Requirements and Seller’s records retention policy.

Section 2.04 Interim Servicing. With respect to each Mortgage Pool, during any related Interim Servicing Period, Seller shall service the related Mortgage Loans comprising such Mortgage Pool in accordance with Section 5.02 of this Agreement.

Section 2.05 Servicing Transfer Instructions. In connection with the transfer of the Servicing Rights from Seller to Purchaser pursuant to this Agreement, Seller and Purchaser shall act in accordance with the Transfer Instructions, Agency Guidelines, and CFPB Bulletin 2014-01, dated August 19, 2014.

ARTICLE III

PURCHASE PRICE AND RELATED MATTERS

Section 3.01 Purchase Price. In consideration for the transfer and sale contemplated herein of the Servicing Rights, the Purchaser shall pay to the Seller in the manner and based on the timing set forth in this Article III (subject to the adjustments provided for in this Article III), an amount equal to the applicable Purchase Price Percentage multiplied by the aggregate outstanding principal balance, as of the related Cut-Off Date, of the applicable Mortgage Loans for which the Servicing Rights are included in the related Mortgage Loan Schedule (the “Purchase Price”).

Section 3.02 Procedures for Determining Purchase Price.

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Section 3.03 Payment of Purchase Price by the PurchaserSection 1.10 . Subject to the terms and conditions herein, the Purchase Price shall be paid by the Purchaser to the Seller as follows:

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Section 3.04 Custodial Funds and Advances.

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Section 3.05 Certain Adjustments and Refunds.

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Section 3.06 Form of Payment to be Made. Unless otherwise agreed to by the Parties, all payments to be made by a Party to another Party, or such other Party’s designee, shall be made by wiring immediately available funds in United States dollars to the accounts designated by the receiving Party in accordance with such Party’s written instructions.

Section 3.07 Early Payoff (EPO) Protection. With respect to a Mortgage Loan that pays off in full (other than a refinancing by Purchaser) prior to ninety (90) days from the Sale Date, the Purchaser shall invoice the Seller, and the Seller shall, within seven (7) Business Days of receipt of such invoice, reimburse the Purchaser the applicable Purchase Price paid by the Purchaser for such Mortgage Loan. Seller shall not be required to make such payments unless Purchaser provides written notice of any paid off Mortgage Loans within ninety (90) days following the end of the EPO protection period.

Section 3.08 Pipeline Mortgage Loans. The Servicing Rights relating to the Pipeline Mortgage Loans shall be sold by Seller to Purchaser on a flow basis in a manner mutually agreed to by the Seller and the Purchaser. The Parties agree to cooperate in good faith to negotiate the specific provisions regarding the sale and transfer of the Servicing Rights related to the Pipeline Mortgage Loans from Seller to Purchaser, including the timing of such sale and transfer of such Servicing Rights and related processes and procedures.

Section 3.09 Private Investor Mortgage Loans. Notwithstanding any provision in this Agreement to the contrary, with respect to the Mortgage Loans related to the Private Investors, any references to Agency or Investor requirements or guidelines herein shall be disregarded and shall be deemed to reference the requirements under the Servicing Agreement applicable to such Mortgage Loan.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.01 Representations and Warranties of Seller. As an inducement to the Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby, the Seller represents and warrants as follows (it being understood that, unless otherwise expressly provided herein, each such representation and warranty is made to the Purchaser as of the Effective Date and the applicable Sale Date:

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Section 4.02 Representations and Warranties of Seller Regarding Mortgage Loans and Servicing Rights. As an inducement to the Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby, the Seller represents and warrants as follows (it being understood that, unless otherwise expressly provided herein, each such representation and warranty is made to the Purchaser as of the applicable Sale Date, or such other date as specified in this Section 4.02):

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Section 4.03 Representations and Warranties of Purchaser. As an inducement to the Seller to enter into this Agreement and to consummate the transactions contemplated hereby, the Purchaser represents and warrants as follows (it being understood that, unless otherwise expressly provided herein, each such representation and warranty is made to the Seller as of the Effective Date, the applicable Sale Date, and the applicable Servicing Transfer Date).

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Section 4.04 Sole Purpose of Representations and Warranties. Purchaser acknowledges that Seller is providing the representations and warranties in Sections 4.01 and 4.02 solely for purposes of establishing the basis on which claims for indemnification may be brought under the Agreement for Losses resulting from or arising out of any breach of any such representations and warranties by Seller. Purchaser acknowledges that its sole remedy for any breach of any representation or warranty in Section 4.01 or 4.02 is a claim for indemnity or repurchase (or reimbursement) under Section 8.01 or Section 8.03, as applicable.

ARTICLE V

COVENANTS

Section 5.01 Document Custodian; Assignments and Related Matters.

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(i) Within one hundred twenty (120) days following the applicable Servicing Transfer Date (or such earlier time as may be required pursuant to Applicable Requirements), the Seller shall deliver the Trailing Loan Documents required to be included in the Mortgage File related to the Servicing Rights in accordance with Section 5.01(b); provided, however, that in the case of a Mortgage Instrument or Assignment of Mortgage Instrument that the Seller has delivered to the applicable recorder’s office in a timely manner that has not yet been returned by such recorder’s office solely due to a delay by such recorder’s office, the Seller shall have such additional time to obtain and deliver such documents and the final title policy (if such receipt of such document from the title insurer is delayed due to missing Mortgage Instrument or Assignment of Mortgage Instrument recording information) as is necessary but not to exceed three hundred sixty-five (365) days following the applicable Servicing Transfer Date.

(ii) Purchaser shall cause the applicable Document Custodian to review all Mortgage Loan documents it is holding and/or receives in accordance with the Agency Guidelines as soon as reasonably practicable and provide Seller with a missing/defective Mortgage Loan document exception report by the Initial Exceptions List Deadline; provided that to the extent the Purchaser’s Document Custodian is unable to provide a full Exceptions List on such date, then the partial list provided by the Document Custodian will be provided to the Seller as of such date and the Purchaser shall promptly forward the full Exceptions List following receipt thereof by the Purchaser’s Document Custodian. For Ginnie Mae Mortgage Loans, unless expressly waived by Purchaser in writing and otherwise subject to a written waiver by the Investor, any Pool or Mortgage Loan, as applicable, pending final certification at the related Servicing Transfer Date must have no less than ninety (90) days remaining until the applicable Document Clearing Due Date, or Purchaser, at Purchaser’s sole discretion, may choose to delay the transfer of such Pools and/or Mortgage Loans, as applicable. For those Pools or Mortgage Loans that do not meet the foregoing, Seller and Purchaser will mutually agree on a subsequent Servicing Transfer Date for the related Servicing Rights, as permitted by the related Investor.

(iii) Seller agrees that: (a) in connection with the final certification or recertification of any Mortgage Loans or Pools, as applicable, Seller, at Seller’s expense, shall deliver to the applicable Document Custodian all documents required for such final certification or recertification as they are received by or come into the possession of Seller, but, in any event, Seller shall use commercially reasonable efforts to deliver all such documents relating to Ginnie Mae Mortgage Pools no later than sixty (60) days prior to the applicable Document Clearing Due Date; (b) subject to Section 5.01(d), any and all exceptions which need to be cleared in order to finally certify or recertify the Pools and/or Mortgage Loans, as applicable, are the responsibility of the Seller and Seller shall use commercially reasonable efforts to clear such exceptions, at Seller’s expense, in accordance with Agency Guidelines, but, in any event, with respect to Ginnie Mae Mortgage Pools, Seller shall endeavor to clear all such exceptions no later than fifteen (15) days prior to the applicable Document Clearing Due Date; and (c) at any time after the expiration of such timeframes set forth above, Purchaser may, with prior notice to Seller, require the document delivery and exception clearing process, as applicable, to be outsourced, at Seller’s expense, with a qualified contractor (charging market rates) selected by Purchaser. In the event Seller fails to deliver any document, clear any exception or take any other action required in order to final certify or recertify, as the case may be, all Pools and/or Mortgage Loans, as applicable , no later than the applicable Document Clearing Due Date, Seller shall, in addition to its other indemnification obligations hereunder, bear the cost of obtaining any letter of credit pertinent to any Servicing Rights related to Ginnie Mae Mortgage Loans; provided, however that if such letter of credit relates to Ginnie Mae mortgage pools other than Ginnie Mae Mortgage

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Pools as to which the related Servicing Rights are sold pursuant to this Agreement, Seller will only be required to reimburse Purchaser a percentage of the cost of such letter of credit equal to (i) the unpaid principal balance of the Mortgage Pools and Mortgage Loans as to which the related Servicing Rights are sold pursuant to this Agreement that have not been certified or recertified within the required timeframe, divided (ii) by the total unpaid principal balance of the Ginnie Mae mortgage pools and Ginnie Mae mortgage loans for which Purchaser holds the servicing rights and which exceeds Ginnie Mae’s threshold that triggered the requirement for the posting of the letter of credit. Notwithstanding anything herein to the contrary, Seller hereby acknowledges its responsibility to deliver all documents required for the timely final certification or recertification, as the case may be, of all Pools and/or Mortgage Loans, as applicable, in accordance with the Agency Guidelines subject to any applicable Investor waivers in writing. No Pool or Mortgage Loan shall be transferred if so prohibited by the Agency Guidelines unless otherwise approved by the applicable Investor.

Section 5.02 Interim Servicing by Seller. Seller shall, on behalf of Purchaser, with respect to each Mortgage Pool, interim service the Mortgage Loans during the applicable Interim Servicing Period in accordance with all Applicable Requirements. In the performance of its duties and services hereunder, Seller shall be an independent contractor acting in its own behalf and for its own account and without authority, expressed or implied, to act for or on behalf of Purchaser in any capacity other than that of an independent contractor, except as otherwise expressly set forth hereinabove, or as may be authorized by Purchaser in writing from time to time. Purchaser shall pay to Seller the applicable Interim Servicing Fees monthly during the Interim Servicing Period, provided, however, that such Interim Servicing Fees shall be netted against amounts payable to the Purchaser under the Subservicing Agreement for the Interim Servicing Agreement as provided in the definition of Interim Servicing Fees. Purchaser shall be entitled to retain any Float Benefit and Ancillary Fees received on the Mortgage Loans during an Interim Servicing Period, subject to any amounts payable between the Parties pursuant to any related interim servicing agreement or the Subservicing Agreement. The Servicing Fee received by Seller shall be remitted to Purchaser on the applicable remittance date as provided in the Subservicing Agreement, by wiring to Purchaser’s account pursuant to written instructions provided by Purchaser. Seller shall deliver to Purchaser a report of the Servicing Fee, on a loan-

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level basis, within the timeframe for reporting specified in the Subservicing Agreement. Purchaser shall reimburse Seller after the related Servicing Transfer Date for any Advances funded by Seller in accordance with Applicable Requirements during the Interim Servicing Period which have not been reimbursed following receipt of reasonable supporting documentation for such Advances. Purchaser shall bear the economic risk of all Advances during the Interim Servicing Period, and subject to its right of reimbursement under this Agreement, Seller agrees to fund such Advances.

Section 5.03 Undertakings by Seller.

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Section 5.04 Non-Solicitation. As of the applicable Sale Date, the Seller shall not, and shall cause its Affiliates, officers, directors, managers, employees, and agents working on the Seller’s behalf to not, directly or indirectly, during the remaining term of any of the Mortgage Loans, by telephone, by mail, by internet, by facsimile, by personal solicitation, by electronic media or otherwise take any action to solicit the Mortgagors for refinance or modification. Nothing in this Section 5.04 shall prohibit the Seller, its Affiliates, officers, directors, managers, employees, and agents from (a) taking applications from those Mortgagors who initiate refinance action on their own, (b) engaging in a mass advertising program to the general public at large such as mass mailings based on commercially acquired, non-targeted mailing lists, or general, non-targeted newspaper, magazine, billboard, radio, television or internet advertisements, or (c) as otherwise agreed upon in writing by the Parties.

Section 5.05 Payment of Costs. Except as otherwise provided herein (a) the Seller shall be responsible for all fees, costs, expenses and other amounts payable to or with respect to (i) the transfer of the Servicing Rights, (ii) the delivery of the complete and accurate Mortgage Files and related documents and tapes and the expenses of curing any defects in any Mortgage Loan Documents or other documents in a Mortgage File, (iii) the transfer of the Custodial Funds as of each Servicing Transfer Date, (iv) pool insurance premiums, (v) the transfer of servicing to the Purchaser (including, but not limited to transfer processing and fees charged by the Purchaser with respect to tax service contracts and flood contracts as provided in Section 5.01(g)), (vi) preparing and recording individual Assignments of Mortgage Instruments to the Investor (if required by applicable Investor guidelines), the Purchaser, or MERS, with copies of Mortgages and endorsement of Mortgage Notes, as required, to the Purchaser and preparing and completing note endorsements from Seller to blank, as required by Agency Guidelines, (vii) processing transfers of Servicing to the Purchaser with MERS, (viii) the electronic notification to HUD of the transfer of the Servicing Rights (if applicable), (ix) its advisors, consultants, accountants, attorneys and its Document Custodian, (x) the Seller’s performance of its obligations under this Agreement, (xi) transfer of the holder number in FHA connection, (xii) fees due any subservicer engaged by Seller (if any) and (xiii) all costs associated with the transmission of notices as required of the Seller by RESPA any and all other state, federal or local laws and regulations (including, but not limited to, “good-bye letters”), hazard/flood carriers, PMI Companies, pool insurers, tax service companies, Investors, and Agencies; and (b) the Purchaser shall be responsible for the (i) fees, costs, expenses and other amounts payable to or with respect to its advisors, consultants, accountants, attorneys, its Document Custodian, (ii) its Document Management Vendor, and (iii) the Purchaser’s performance of its obligations under this Agreement.

Section 5.06 Property Taxes and Charges. All taxes, governmental assessments, insurance premiums, water, sewer, municipal charges, leasehold payments or ground rents, and common charges of condominiums or planned unit developments relating to the Mortgage Loans, which have become or will become due within thirty (30) days after the applicable Servicing Transfer Date, have been or will be paid by the Seller prior to the applicable Servicing Transfer Date (provided that the Seller, or its tax service provider has received such notice prior to the applicable Servicing Transfer Date) to the extent of Mortgage Escrow Payments made by the applicable Mortgagor with respect thereto or Advances as required by Applicable Requirements. The Seller shall pay the Purchaser any penalty charges or the amount of any discounts lost as a result of a failure to pay tax bills which are due and payable in accordance with this Section 5.06 to the extent of Mortgage Escrow Payments made by the applicable Mortgagor with respect thereto or Advances as required by Applicable Requirements, which are subsequently incurred by the Purchaser.

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Section 5.07 Cooperation. To the extent reasonably possible, the Parties shall cooperate with and assist each other, as requested, in carrying out the purposes of this Agreement and complying with the covenants set forth herein. The Purchaser shall cooperate as reasonably required by the Seller in the Seller’s efforts to obtain Investor Consents. In addition, the Parties agree to cooperate and work in good faith to solve any and all issues or developments that arise during the course of the business relationship evidenced hereby. In addition, the Seller and the Purchaser acknowledge their respective regulatory obligation to provide notices to Mortgagors in the course of transfers of servicing and to address, or cause to be addressed, any Mortgagor inquiries or complaints that either Party may receive. The Seller and the Purchaser shall cooperate to the extent necessary to meet regulatory obligations with respect to the servicing transfer (e.g., the complete and accurate transfer of all data and documents with respect to each Mortgage Loan) and the resolution of Mortgagor inquiries and complaints.

Section 5.08 Custodial Account Verification. The Purchaser reserves the right to independently verify the sufficiency of the Custodial Accounts. Should the Purchaser, any Investor or an auditor acting on behalf of such parties determine that the Custodial Account(s) did not contain the required deposits as of the applicable Servicing Transfer Date, or contained more than the required funds, then upon receipt of written documentation from Purchaser evidencing such shortage or surplus, the Seller shall promptly reconcile all such accounts and deliver to the Purchaser the amount of the identified shortage (without interest thereon) or the Purchaser shall refund such surplus to the Seller. Notwithstanding the foregoing, any right of the Purchaser to verify deposits in the Custodial Account shall in no way impair the Purchaser’s or any of its successor’s rights to any remedies provided under this Agreement and/or by law for any failure to maintain such accounts as required by this Agreement.

Section 5.09 Purchaser Due Diligence.

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Section 5.10 Servicing Transfer. The Seller shall transfer the actual servicing of the related Mortgage Loans to the Purchaser on the applicable Servicing Transfer Date in accordance with the Transfer Instructions in all material respects. If there is a conflict with regard to the Agreement and the Transfer Instructions, the Agreement terms shall prevail.

Section 5.11 Forwarding of Payments and Other Items. All Mortgage Loan payments and other funds or payments, all other bills, and all transmittal lists or any other information used to pay bills pertaining to the Mortgage Loans, and all documents, notices, correspondence, consumer inquiries and complaints, and other documentation related to the Mortgage Loans, that are received by the Seller after the applicable Servicing Transfer Date shall be forwarded by the Seller, at the Seller’s expense: (i) to the Purchaser (or Purchaser’s designee) by overnight delivery within two (2) Business Days following the Seller’s receipt thereof for the first sixty (60) days after the applicable Servicing Transfer Date, and (ii) to the Purchaser (or Purchaser’s designee) by first class mail within two (2) Business Days following the Seller’s receipt thereof for the next thirty (30) days thereafter, and (iii) to the sender thereof by first class mail within two Business Days following the Seller’s receipt thereof, with appropriate notice of the transfer hereunder, for all periods following the ninetieth (90th) day after the applicable Servicing Transfer Date.

Section 5.12 File Request. In the event that an Investor, Insurer, State Agency or other governmental or regulatory authority requests delivery of the Mortgage File or other documentation in connection with a post-closing review of a Mortgage Loan or otherwise, and the complete Mortgage File has not been delivered to Purchaser or its designee, the Purchaser shall promptly notify the Seller thereof in writing and the Seller shall, promptly upon notice of such request, deliver the requested documentation directly to the Purchaser to the extent not previously provided to the Purchaser or its designee.

Section 5.13 Limited Power of Attorney. Seller shall provide Purchaser with the number of executed limited powers of attorney as set forth in the Transfer Instructions and upon request from time to time, in the form attached hereto as Exhibit H, to be used by Purchaser as necessary of Purchaser to service the applicable Mortgage Loans in accordance with this Agreement and Applicable Requirements.

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ARTICLE VI

CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER

The obligations of the Purchaser to purchase the Servicing Rights under this Agreement on the applicable Sale Date or, solely with respect to Section 6.09, the applicable Servicing Transfer Date are, in each case, subject to the satisfaction of each of the following conditions, any or all of which may be waived in writing by the Purchaser:

Section 6.01 Correctness of Representations and Warranties. The representations and warranties made by the Seller in this Agreement shall be true and correct in all material respects (other than those representations and warranties which are already qualified by “materially”, “in all material respects” or other similar qualifiers, which shall not be further qualified by the foregoing), which in the case of the representations and warranties set forth in Section 4.02, has a material and adverse effect on the Servicing Rights related to such Sale Date taken has a whole, as of the date upon which each of such representations and warranties were made.

Section 6.02 Compliance with Covenants. All terms and covenants contained in this Agreement required to be complied with and performed by the Seller shall have been duly complied with and performed by the Seller in all material respects.

Section 6.03 Litigation. No litigation, claim, demand, administrative or regulatory proceeding or governmental investigation shall be pending or, to the best of Seller’s knowledge, threatened and no order, injunction or decree shall have been entered that either (i) would have a material adverse effect upon the Servicing Agreements, the Mortgage Loans, the Servicing Rights, the performance by the Seller of its obligations under the Servicing Agreements, the performance by the Seller of its obligations under this Agreement or the transactions contemplated herein, or (ii) enjoins, restrains or prohibits or seeks to enjoin, restrain or prohibit this Agreement or consummation of the transactions contemplated by this Agreement.

Section 6.04 Execution and Delivery of Agreements. On or before such Sale Date, the Seller shall have executed and delivered to the Purchaser the Sale Confirmation.

Section 6.05 Due Diligence; Conformance with Data. On or before the initial Sale Date, Purchaser shall have completed, to Purchaser’s reasonable satisfaction, a due diligence review of, among other things, Seller’s books, records, loan files and accounts with respect to the Servicing Rights and Mortgage Loans for which no findings by Seller were made that would have a material adverse effect on the Servicing Rights taken as a whole.

Section 6.06 Investor Consents. At or prior to such Sale Date, the Purchaser shall have reasonably approved and accepted all Investor Consents required to effectuate the purchase of the Servicing Rights as contemplated hereunder and no Investor Consents contains any term or condition that would be expected to adversely affect the value of the Servicing Rights to Purchaser or impose any cost or obligation on Purchaser not normally imposed in the ordinary course of a transfer of servicing rights.

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Section 6.07 Asset Purchase Agreement. The Purchaser and the Seller have executed the Asset Purchase Agreement and closed such sale and purchase as contemplated under the Asset Purchase Agreement simultaneously with the closing under this Agreement.

ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER

The obligations of the Seller to sell the Servicing Rights on the applicable Sale Date under this Agreement are subject to the satisfaction of each of the following conditions, any or all of which may be waived in writing by the Seller:

Section 7.01 Correctness of Representations and Warranties. The representations and warranties made by the Purchaser in this Agreement are true and correct in all material respects (other than those representations and warranties which are already qualified by “materially”, “in all material respects” or other similar qualifiers, which shall not be further qualified by the foregoing) as of the date upon which each of such representations and warranties were made.

Section 7.02 Compliance with Covenants. All terms and covenants in this Agreement required to be complied with and performed by the Purchaser shall have been duly complied with and performed by the Purchaser in all material respects.

Section 7.03 Litigation. No litigation, claim, demand, administrative or regulatory proceeding or governmental investigation shall be pending or, to the best of Purchaser’s knowledge, threatened and no order, injunction or decree shall have been entered that either (i) would have a material adverse effect upon the performance by the Purchaser of its obligations under this Agreement or the transactions contemplated herein, or (ii) enjoins, restrains or prohibits or seeks to enjoin, restrain or prohibit this Agreement or consummation of the transactions contemplated by this Agreement or seeks to terminate the Purchaser as an approved servicer in respect of the applicable Investor.

Section 7.04 Execution and Delivery of Agreements. On or before the applicable Sale Date, the Purchaser shall have executed and delivered to the Seller the applicable Sale Confirmation.

Section 7.05 Investor Consent. The Investor Consents have been received from each Investor with respect to the related Servicing Rights being sold on such Sale Date.

Section 7.06 Asset Purchase Agreement. The Purchaser and the Seller have executed the Asset Purchase Agreement and closed such sale and purchase as contemplated under the Asset Purchase Agreement simultaneously with the closing under this Agreement.

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ARTICLE VIII

INDEMNIFICATION AND REPURCHASES

Section 8.01 Indemnification of Purchaser. Subject to the limitations set forth in this Article VIII, Seller shall indemnify, defend and hold the Purchaser and its affiliates harmless from, and will reimburse the Purchaser for, any and all Losses incurred by the Purchaser to the extent that such Losses arise out of, relate to, or result from:

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Notwithstanding the foregoing, Seller shall have no obligation to indemnify Purchaser for any Losses resulting from or arising out of any breach by Purchaser under this Agreement or any servicing of the Mortgage Loans performed by Purchaser, including under the Subservicing Agreement.

Section 8.02 Indemnification of Seller. Subject to the limitations set forth in this Article VIII, the Purchaser shall indemnify, defend and hold the Seller and its affiliates harmless from, and will reimburse Seller for, any and all Losses incurred by the Seller to the extent that such Losses arise out of, relate to:

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Notwithstanding the foregoing, Purchaser shall have no obligation to indemnify Seller for any Losses resulting from or arising out of any breach by Seller under this Agreement.

Section 8.03 Repurchase of Mortgage Loans.

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Section 8.04 Notice and Settlement of Claims. Each Party to this Agreement shall promptly, but no later than thirty (30) days after it has knowledge thereof, notify the other Party in writing of the existence of any material fact known to it giving rise to any obligations of another Party under this Agreement, including any claim brought by a third party or the commencement of any Action which may give rise to any such obligations (each, a “Claim”) provided, however, that the Indemnified Party shall only submit claims for indemnification for Losses that do not involve third party Claims, a maximum of once per calendar month and a minimum aggregate amount of $25,000. For clarity, the minimum aggregate amount of $25,000 shall not prevent the Indemnified Party from submitting Claims prior to the end of any applicable Survival Period. The failure or delay in providing notice shall not relieve a Party obligated to provide indemnification (“Indemnifying Party”) of any obligation to indemnify or reimburse a Party entitled to indemnification (“Indemnified Party”) hereunder unless such failure or delay prejudices the rights of the Indemnifying Party and only to the extent of such prejudice. The Indemnifying Party may, at its own cost and expenses, assume and control defense of any Claim, including the right to designate counsel and to control, all negotiations, litigation, settlements, compromises and appeals of any such Claim or potential Claim. The Indemnified Party may participate at its own costs and expense in any such Claim. Neither the Indemnifying Party nor the Indemnified Party shall be entitled to settle, compromise, decline to appeal, or otherwise dispose of any Claim, without the written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Following the discharge of the Indemnifying Party’s obligations with respect to any Claim under this Article VIII, the Indemnified Party shall, subject to Applicable Requirements, assign to the Indemnifying Party any and all related Claims against third parties. With respect to any Claim, the Parties agree to: (A) keep the other Party informed of the status of such Claim and any related proceedings at all stages thereof in a commercially reasonable manner, (B) to render (each at its own expense) to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of such Claim, and (C) to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each Party agrees that: (1) it will use its reasonable best efforts, in respect of any Claim in which it has participated in

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the defense, to avoid production of confidential information (consistent with applicable law and rules of procedure), and (2) all communications between any Party hereto and counsel responsible for or participating in the defense of any Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party disputes the claim described in such notice, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute for a period of at least forty-five (45) days.

Section 8.05 Mitigation. Any Losses under Sections 8.01 and 8.02 shall be determined after giving effect to any insurance proceeds, or any other payments, in each case actually received, realized or retained by an indemnified party as a result of any event, fact or circumstance giving rise to a claim for such indemnification, and in each case net of any costs of enforcement, deductibles, retro-premium adjustments or other similar items. The Indemnified Party shall use commercially reasonable efforts to mitigate Losses for which it seeks or reasonably anticipates seeking indemnification hereunder.

Section 8.06 Limitation on Damages. Notwithstanding anything in this Agreement to the contrary, in no event shall a Party be liable, including with respect to any Losses, to another Party or to any third party for any (i) indirect, special, incidental or consequential losses or damages consisting of speculative lost profits, lost investment or business opportunity, diminution in value of servicing rights, or damage to reputation or operating losses, or (ii) exemplary, punitive or treble damages; provided, however, that the exclusions set forth in clauses (i) and (ii) above shall not apply if and to the extent any such amounts result from the fraud or willful misconduct of such Party, or are actually incurred in payment to a third party or governmental authority.

Section 8.07 Investor Appeal Rights. If an Investor requests repurchase, payment of fees, indemnification, make-whole, or other remedy under the Agency Guidelines, and the Agency Guidelines of such Investor allow for appeal with respect thereto, the Purchaser shall have no obligation to review, and shall no liability for, any information or documents submitted by the Seller to the applicable Investor. In addition, if the Seller fails to exercise its right to cure, rebut, appeal or defend against a repurchase demand by an Investor in a timely manner, the Purchaser may, but shall have no obligation to, exercise such right.

Section 8.08 Effect of Due Diligence and Review. The Parties agree that the provision of any information and documents by the Seller, and the review thereof and determinations made by the Purchaser in connection with its due diligence review of any information and documents shall have no bearing on, and shall not limit the effect of, the Seller’s representations, warranties, covenants, indemnities and other obligations under this Agreement, or any rights or remedies of the Purchaser.

Section 8.09 Survival. Except as otherwise provided in the Asset Purchase Agreement, including specific indemnitees for repurchase obligations, all of the representations and warranties and indemnification obligations of Seller and Purchaser under this Agreement survive the Sale Date, and continue in full force and effect until the expiration of the Survival Period and, except as otherwise provided in this Section 8.09, no Person may seek indemnification, cure or repurchase with respect to a breach of such representations and warranties or other

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indemnification claim after the expiration of such Survival Period. A specific pending claim for indemnification for which the requisite written notice was given by either Party to the other Party on or prior to the end of the applicable Survival Period is deemed to fall within such Survival Period, if the Indemnified Party provides the Indemnifying Party with sufficient information and documentation to establish with reasonable particularity the basis for the claim for indemnification hereunder and an estimate of reasonably anticipated Losses if reasonably determinable at the time of such claim. The Indemnified Party shall provide the Indemnifying Party with a final written claim setting forth the aggregate amount of all Losses actually incurred in respect of such pending claim that has been finally resolved within thirty-six (36) months from expiration of such Survival Period. During the ninety (90) day period from and after the expiration of such thirty-six (36) month period, the Parties will negotiate in good faith a resolution of all pending claims. If Seller and Purchaser are unable to reach a resolution with respect to the pending claims within such ninety (90) day period, Seller and Purchaser shall, within an additional ten (10) Business Days, engage an independent third party acceptable to both Parties to resolve and determine estimated Losses on such pending claims. If Seller and Purchaser are unable to so mutually agree on a third party within such ten (10) Business Days, then Seller or Purchaser may seek appointment of such third party by a court of competent jurisdiction. Once a third party has been selected, Seller and Purchaser shall submit the pending claims for a determination of estimated Losses by the third party which shall, within sixty (60) calendar days after such submission, so determine and report to Seller and Purchaser the third party’s decision as to the amount of estimated Losses. The third party’s determination as to the estimated Losses shall be final, binding and conclusive on the Parties (“Final Determination Amount”). The fees and costs of the third party shall be equally split between Seller and Purchaser. The Indemnifying Party shall pay the Indemnified Party the Final Determination Amount within ten (10) Business Days.

Section 8.10 Limitations on Indemnification and other Remedies.

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Section 8.11 No Obligation to Repurchase. Seller shall have no obligation to repurchase any Mortgage Loan or Servicing Rights or pay the Servicing Rights Repurchase Price or provide indemnity in respect of any Investor demand that solely results from the Purchaser’s failure to service the Mortgage Loan after the applicable Sale Date under the Subservicing Agreement or after the Servicing Transfer Date, as servicer, in accordance with Applicable Requirements, which failure was not caused by or was not reasonably attributable to the Seller’s breach of its obligations under this Agreement.

ARTICLE IX

TERMINATION

Section 9.01 Termination.

(i) the Seller loses any Investor approval to originate, service and/or deliver Eligible Loans to any Investor to whom the Seller has sold Mortgage Loans, where such loss of approval is based upon a fault of the Seller (as evidenced in writing from the applicable Investor), and such approval is not restored within thirty (30) days after such approval was initially revoked by the applicable Investor;

(ii) the Seller breaches, in any material respect, any representation or warranty, covenant, obligation or agreement set forth in this Agreement and such breach, in the case of the representations and warranties set forth in Section 4.02, has a material and adverse effect on the Servicing Rights related to such Sale Date taken has a whole, and is not cured within thirty (30) days following the Seller’s receipt of the Purchaser’s written notice thereof;

(iii) any filing of an insolvency proceeding by or on behalf of the Seller, any consent by or on behalf of the Seller to the filing of an insolvency proceeding against the Seller, or any admission by or on behalf of the Seller of its inability to pay its debts generally as the same become due;

(iv) one or more of the Seller’s regulators determines that the Seller has violated any Applicable Requirements and such violation shall have a material and adverse effect on the Servicing Rights taken as whole or the Seller’s ability to perform in any material respect under this Agreement;

(v) any filing of an insolvency proceeding against the Seller that remains undismissed or unstayed for a period of five (5) days after the filing thereof;

(vi) any issuance of any attachment or execution against, or any appointment of a conservator, receiver or liquidator with respect to, all or substantially all of the assets of the Seller; or

(vii) the Investor Consents from each Investor are not obtained by the Termination Date.

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(i) the Purchaser loses any Investor approval to own the Servicing Rights relating to the Mortgage Loans, where such loss of approval is based upon a fault of the Purchaser (as evidenced in writing from the applicable Investor), and such approval is not restored within thirty (30) days after such approval was initially revoked by the applicable Investor;

(ii) the Purchaser breaches, in any material respect, any representation or warranty, covenant, obligation or agreement set forth in this Agreement and such breach is not cured within thirty (30) days following the Purchaser’s receipt of the Seller’s written notice thereof;

(iii) any filing of an insolvency proceeding by or on behalf of the Purchaser, any consent by or on behalf of the Purchaser to the filing of an insolvency proceeding against the Purchaser, or any admission by or on behalf of the Purchaser of its inability to pay its debts generally as the same become due;

(iv) any filing of an insolvency proceeding against the Purchaser that remains undismissed or unstayed for a period of five (5) days after the filing thereof;

(v) any issuance of any attachment or execution against, or any appointment of a conservator, receiver or liquidator with respect to, all or substantially all of the assets of the Purchaser; or

(vi) the Investor Consents from each Investor are not obtained by the Termination Date.

ARTICLE X

MISCELLANEOUS

Section 10.01 Supplementary Information. From time to time prior to and after the applicable Sale Date, each Party shall furnish to the other Party such information supplementary to the information contained in the documents and schedules delivered pursuant hereto which is reasonably available and may reasonably be requested or which may be necessary to file any reports due to the Investors in connection with the Mortgage Loans or Servicing Rights.

Section 10.02 Broker’s Fees. If applicable, each Party shall be responsible for the payment of fees or commissions in the nature of a finder’s or broker’s fee arising out of or in connection with the subject matter of this Agreement due to its respective agent, finder, or broker or any other representative, but not those due to agents, finders, brokers, or other representatives of the other Party.

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Section 10.03 Further Assurances. Each Party shall, at any time and from time to time, promptly, upon the reasonable request of the other Party or its representatives, execute, acknowledge, deliver or perform all such further acts, deeds, assignments, transfers, conveyances, and assurances as may be reasonably required for the better vesting and conveyance to the Purchaser and its successors and assigns of title to Servicing Rights or as shall be necessary to effect the transactions provided for in this Agreement. The Purchaser and the Seller shall cooperate in good faith to consummate the transactions contemplated by this Agreement.

Section 10.04 [Reserved].

Section 10.05 Assignment. The Purchaser may at any time sell its Servicing Rights relating to any Mortgage Loans subject to Investor approvals. No Party shall otherwise assign, sub-license, sub-contract, delegate, charge or otherwise transfer or encumber any of its rights or obligations under this Agreement without the prior written consent of the other Party (which consent may be withheld at the sole and absolute discretion of the applicable Party); provided, however, that nothing in this Section 10.05 shall be construed to require the consent of a Party with respect to an assignment by merger whereby the other Party is merged into a successor entity so long as such successor entity agrees to be bound by the terms of this Agreement.

Section 10.06 Notices. Except as otherwise expressly permitted by this Agreement, all notices and statements to be given under this Agreement are to be in writing, delivered by hand, national overnight mail service, or first class United States mail, postage prepaid and registered or certified with return receipt requested, to the following addresses (which addresses may be revised by notice):

Nationstar Mortgage LLC

8950 Cypress Waters Blvd.

Dallas, Texas 75019

Attention: General Counsel

With a copy to:

Nationstar Mortgage LLC

8950 Cypress Waters Blvd.

Dallas, TX 75019

Attention: Chris Said

Phone: 972 ###-###-####

Email: ***@***

Flagstar Bank N.A.

102 Duffy Avenue

Hicksville, New York 11801

Attention: General Counsel

All notices and statements shall be deemed duly given and delivered when received, if given in person, by courier or by a national overnight delivery service, return receipt requested, or five (5) Business Days after mailing by first class United States mail in the manner set forth above.

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Section 10.07 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof. No amendments, modifications or supplements of this Agreement shall be binding unless executed in writing by the Parties. The Exhibits and Schedules are part of this Agreement.

Section 10.08 Binding Effect; Third Parties. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any Person, other than the Parties hereto and their successors and permitted assigns, any rights, obligations, remedies or liabilities.

Section 10.09 Applicable Laws; Jurisdiction.

(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

(b) WITH RESPECT TO ANY CLAIM OR ACTION ARISING UNDER THIS AGREEMENT, THE PARTIES (I) IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF (A)THE COURTS OF THE STATE OF NEW YORK WITHIN THE COUNTY OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF OR (B) THE DELAWARE COURT OF CHANCERY, OR IN THE EVENT (BUT ONLY IN THE EVENT) THAT SUCH COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION OVER SUCH ACTION, THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, AND (II) IRREVOCABLY WAIVE ANY OBJECTION WHICH SUCH PARTY MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT, AND IRREVOCABLY WAIVE ANY CLAIM THAT ANY SUCH SUIT ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Section 10.10 Counterparts. This Agreement may be executed in any number of counterparts, which together shall constitute full and proper execution hereof. The Parties agree that this Agreement, any documents to be delivered pursuant to this Agreement and any notices hereunder may be transmitted between them by email and/or by facsimile. The Parties intend that with respect to this Agreement, faxed signatures and electronically imaged signatures, such as .pdf files and signatures executed using third party electronic signature capture service providers, which comply with E-SIGN, the New York State Electronic Signatures and Records Act or any other similar state law based on the Uniform Electronic Transactions Act, shall constitute original signatures and are binding on all parties. The Parties intend that subsequent certifications and other documentation delivered by the Parties in connection with this Agreement may be delivered in accordance with, and shall be governed by E-SIGN, the New York State Electronic Signatures and Records Act or any other similar state law based on the Uniform Electronic Transactions Act, and shall be binding on such Parties.

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Section 10.11 Remedy Exclusive. The Parties acknowledge and agree that the indemnification and repurchase or other repurchase or payment provisions under Article VIII are the exclusive rights and remedies and are in lieu of any and all other rights and remedies that Purchaser or Seller may have against any Party pursuant to this Agreement following the applicable Sale Date, at law or in equity. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted under law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties hereto and their Affiliates and each of their respective representatives arising under or based upon any law, except pursuant to the indemnification and other payment provisions set forth in Article VIII. Nothing in this Section 10.11 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s fraudulent, criminal or intentional misconduct. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the courts of Delaware, as contemplated by Section 10.09.

Section 10.12 Attorney’s Fees and Expenses. If any Party shall bring suit against the other Party as a result of any alleged breach or failure by the other Party to fulfill or perform any covenants or obligations under this Agreement, then the prevailing Party in such action shall be entitled to receive from the non-prevailing Party reasonable third party attorney’s fees incurred by reason of such action and all reasonable costs of suit and preparation at both trial and appellate levels.

Section 10.13 Waiver. Any forbearance by a Party in exercising any right or remedy under this Agreement or otherwise afforded by applicable law shall not be a waiver or preclude the exercise of that or any other right or remedy, and any such forbearance shall be made in writing.

Section 10.14 Announcements; Confidentiality. Neither Party shall issue any press releases or announcements regarding the current or future transactions contemplated in this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that nothing in this Section 10.14 shall restrict any disclosure required pursuant to applicable law including, but not limited to, required filings with the Securities Exchange Commission (provided that the disclosing party provides the non-disclosing party a reasonable opportunity to review and comment any such public filings). Furthermore, the Parties agree to keep confidential any and all nonpublic information that the Party has received from the other Party and regarding which it has reason to believe is confidential, or should reasonably understand by nature of the information or circumstances surrounding the exchange of information that it should be treated as confidential, except to the extent such information is required to be disclosed by law, regulation, or Applicable

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Requirements, or in order to effectuate the terms of this Agreement provided that the receiving Party shall provide the disclosing Party with prompt prior written notice of such requirement so that the disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. If such protective order or other remedy is not obtained, or if the disclosing Party waives compliance with the provisions hereof, the receiving Party and its representatives agree to disclose only that portion of the confidential or nonpublic information which is legally required to be disclosed and to take all reasonable steps to attempt to preserve the confidentiality of the confidential or nonpublic information.

Section 10.15 Waiver of Jury Trial. THE PARTIES HEREUNDER EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OR ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY OTHER DOCUMENTS AND INSTRUMENTS EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF THE OTHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THIS AGREEMENT.

Section 10.16 Accounting Treatment of Sales of Servicing Rights. The Parties agree that the sale of Servicing Rights pursuant to this Agreement shall be characterized as a true sale for financial accounting purposes.

Section 10.17 Protection of Consumer Information. The Purchaser and the Seller agree they (i) shall comply with applicable laws, rules and regulations regarding the privacy or security of Consumer Information, including but not limited to Title V of the Gramm-Leach-Bliley Act, 15 U.S.C. 6801 et seq. (“Applicable Privacy Laws”), (ii) shall not collect, create, use, store, access, disclose or otherwise handle Consumer Information in any manner inconsistent with Applicable Privacy Laws, (iii) except as it is appropriate to do so in working with investors, prospective purchasers and partners, including but not limited to the Document Custodian and the Document Management Vendor, bound by confidentiality obligations consistent with those set forth herein, shall not disclose Consumer Information to any affiliated or non-affiliated third party except to enforce or preserve its rights, as otherwise permitted or required by Applicable Privacy Laws (or by regulatory authorities having jurisdiction in the premises) or, in the case of the Seller, at the specific written direction of the Purchaser (and for which Purchaser will indemnify Seller for any Losses incurred by Seller in connection with following such written directions of Purchaser), (iv) shall maintain appropriate administrative, technical and physical safeguards to protect the security, confidentiality and integrity of Consumer Information, and (v) shall promptly notify the other Party in writing upon becoming aware of any actual breach and of any suspected breach of this Section 10.17. In addition, each Party represents to the other Party that it has in place a response program to respond to any incident of unauthorized access to Consumer Information. The restrictions set forth herein shall survive the termination of this Agreement.

Section 10.18. Cooperation. Notwithstanding any provision to the contrary of this Agreement, as soon as reasonably possible following the Effective Date, but in no event later than thirty (30) days following the Effective Date, Seller and Purchaser agree to cooperate to enter into an addendum to this Agreement to document the sale of the Servicing Rights related to the Private Investors.

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[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the Purchaser and Seller has caused this Agreement to be duly executed in its name by one of its duly authorized officers on the date first set forth above.

[Signature Page to MSRPA]

[Signature Page to MSRPA]