S-4

As filed with the Securities and Exchange Commission on December 22, 2010

Registration No. 333-      

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

NATIONSTAR MORTGAGE LLC	NATIONSTAR CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)	(Exact name of registrant as specified in its charter)
Delaware	Delaware
(State or other jurisdiction of incorporation or organization)	(State or other jurisdiction of incorporation or organization)
6162	6162
(Primary standard industrial classification code number)	(Primary standard industrial classification code number)
75-2921540 (I.R.S. Employer Identification No.)	27-1996157 (I.R.S. Employer Identification No.)
350 Highland Drive Lewisville, Texas 75067 (469) 549-2000	350 Highland Drive Lewisville, Texas 75067 (469) 549-2000
(Address, including zip code, and telephone number, including area code, of principal executive offices)	(Address, including zip code, and telephone number, including area code, of principal executive offices)

and the Guarantors identified in Table of Additional Registrant Guarantors below

Anne Sutherland, Esq.	Duane McLaughlin, Esq.
Executive Vice President and General Counsel	Cleary Gottlieb Steen & Hamilton LLP
Nationstar Mortgage LLC	One Liberty Plaza
350 Highland Drive	New York, New York 10006
Lewisville, Texas, 75067	(212) 225-2000
(469) 549-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)	(Copies of all communications, including communications sent to agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

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

Large accelerated filer o	Accelerated filer o	Non-accelerated filer x	Smaller reporting company o
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title of Each Class of	Amount to	Offering Price	Aggregate	Amount of
Securities to be Registered	be Registered	per Unit	Offering Price(1)	Registration Fee(2)
10.875% Senior Notes due 2015	$250,000,000	100%	$250,000,000	$17,825
Guarantees for the 10.875% Senior Notes due 2015	(3)	(3)	(3)	(3)

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended (the “Securities Act”).
(2)	Calculated pursuant to Rule 457 under the Securities Act.
(3)	Pursuant to Rule 457(n) under the Securities Act, no registration fee is required with respect to the guarantees.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Table of Additional Registrant Guarantors

Name	Jurisdiction	I.R.S. Employer ID #	Address and Telephone #
Centex Land Vista Ridge Lewisville III General Partner, LLC	Delaware	75-2921540	350 Highland Drive Lewisville, Texas 75067 (469) 549-2000
Centex Land Vista Ridge Lewisville III, L.P.	Delaware	20-3437712	350 Highland Drive Lewisville, Texas 75067 (469) 549-2000
Harwood Service Company LLC	Delaware	75-2925375	350 Highland Drive Lewisville, Texas 75067 (469) 549-2000
Harwood Insurance Services, LLC	California	75-2921540	350 Highland Drive Lewisville, Texas 75067 (469) 549-2000
Harwood Service Company Of Georgia, LLC	Georgia	73-1643246	350 Highland Drive Lewisville, Texas 75067 (469) 549-2000
Harwood Service Company Of New Jersey, LLC	New Jersey	74-3047401	350 Highland Drive Lewisville, Texas 75067 (469) 549-2000
Homeselect Settlement Solutions, LLC	Delaware	20-1356314	350 Highland Drive Lewisville, Texas 75067 (469) 549-2000
Nationstar 2009 Equity Corporation	Delaware	04-1583514	350 Highland Drive Lewisville, Texas 75067 (469) 549-2000
Nationstar Equity Corporation	Nevada	75-2711305	350 Highland Drive Lewisville, Texas 75067 (469) 549-2000
Nationstar Industrial Loan Company	Tennessee	75-2786875	350 Highland Drive Lewisville, Texas 75067 (469) 549-2000
Nationstar Industrial Loan Corporation	Minnesota	75-2903483	350 Highland Drive Lewisville, Texas 75067 (469) 549-2000
NSM Recovery Services Inc.	Delaware	27-3275696	350 Highland Drive Lewisville, Texas 75067 (469) 549-2000
NSM Foreclosure Services Inc.	Delaware	27-3916074	350 Highland Drive Lewisville, Texas 75067 (469) 549-2000

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is neither an offer to sell nor a solicitation of an offer to purchase these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 22, 2010

PROSPECTUS

Nationstar Mortgage LLC

Nationstar Capital Corporation

Offer to Exchange any and all of our outstanding unregistered 10.875% Senior Notes due 2015
for $250,000,000 aggregate principal amount of our new 10.875% Senior Notes due 2015
that have been registered under the Securities Act of 1933, as amended

Terms of the Exchange Offer

•  We are offering to exchange any and all of our outstanding 10.875% Senior Notes due 2015 that were issued on March 26, 2010 (the “Old Notes”) for an equal amount of new 10.875% Senior Notes 2015 (the “New Notes”, and together with the Old Notes, the “Notes”).

•  The exchange offer expires at 5:00 p.m., New York City time, on          , 2011 (such date and time, the “Expiration Date”, unless we extend or terminate the exchange offer, in which case the “Expiration Date” will mean the latest date and time to which we extend the exchange offer).

•  Tenders of Old Notes may be withdrawn at any time prior to the Expiration Date.

•  All Old Notes that are validly tendered and not validly withdrawn will be exchanged.

•  The exchange of Old Notes for New Notes generally will not be a taxable exchange for U.S. federal income tax purposes.

•  We will not receive any proceeds from the exchange offer.

•  The terms of the New Notes to be issued in the exchange offer are substantially the same as the terms of the Old Notes, except that the offer of the New Notes is registered under the Securities Act of 1933, as amended (the “Securities Act”), and the New Notes have no transfer restrictions, rights to additional interest or registration rights.

•  The New Notes will not be listed on any securities exchange. A public market for the New Notes may not develop, which could make selling the New Notes difficult.

Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Old Notes where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. Starting on the Expiration Date (as defined herein) and ending on the close of business 90 days after the Expiration Date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

Investing in the New Notes to be issued in the exchange offer involves certain risks. See “Risk Factors” beginning on page 17.

We are not making an offer to exchange Notes in any jurisdiction where the offer is not permitted.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is          , 2011.

TABLE OF CONTENTS

	Page
Where You Can Find More Information		ii
Market And Industry Data		iii
Websites		iii
Prospectus Summary		1
Risk Factors		17
Cautionary Statement Regarding Forward-Looking Statements		38
Selected Historical Consolidated Financial Data		40
Description Of The Exchange Offer		43
Management’s Discussion And Analysis Of Financial Condition And Results Of Operations		53
Glossary Of Industry Terms		87
Industry		90
Business		95
Changes In And Disagreements With Accountants On Accounting Or Financial Disclosure		114
Quantitative And Qualitative Disclosures About Market Risk		115
Management, Board Of Managers And Board Of Directors		118
Compensation Discussion & Analysis		121
Certain Relationships And Related Party Transactions		130
Security Ownership Of Certain Beneficial Owners And Management		131
Description Of The New Notes		133
Form, Book-Entry Procedures And Transfer		188
Certain U.S. Federal Income Tax Consequences		191
Plan Of Distribution		195
Use Of Proceeds		195
Legal Matters		195
Experts		195
Index To Consolidated Financial Statements		F-1
Letter Of Transmittal		A-1

We have not authorized anyone to give any information or make any representation about the offering that is different from, or in addition to, that contained in this prospectus or the related registration statement. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document unless the information specifically indicates that another date applies.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-4 to register this exchange offer of the New Notes, which you can access on the SEC’s website at http://www.sec.gov. This prospectus, which forms part of the registration statement, does not contain all of the information included in that registration statement. For further information about us and about the New Notes offered in this prospectus, you should refer to the registration statement and its exhibits. You may read and copy any materials we file with the SEC at the public reference room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. These materials are also available to the public from the SEC’s website at http://www.sec.gov.

MARKET AND INDUSTRY DATA

Certain market and industry data included in this prospectus has been obtained from third party sources that we believe to be reliable. Market estimates are calculated by using independent industry publications, government publications and third party forecasts in conjunction with our assumptions about our markets. We have not independently verified such third party information and cannot assure you of its accuracy or completeness. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” in this prospectus.

WEBSITES

The information contained on or that can be accessed through any of our websites is not incorporated in, and is not part of, this prospectus or the registration statement.

PROSPECTUS SUMMARY

This prospectus summary contains basic information about our company and the offering. It may not contain all the information that may be important to you. Investors should carefully read this entire prospectus, including the information set forth under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in our consolidated financial statements and related notes. Unless otherwise indicated or the context otherwise requires, references in this prospectus to “Nationstar,” the “Company,” “we,” “us” or “our” refer collectively to Nationstar Mortgage LLC and its subsidiaries. With respect to the discussion of the terms of the notes on the cover page, in the section entitled “Prospectus Summary—Summary of the Exchange Offer,” in the section entitled “Prospectus Summary—Summary of the New Notes” and in the section entitled “Description of the New Notes,” references to “we,” “us” or “our” include only Nationstar Mortgage LLC and Nationstar Capital Corporation and not any other subsidiaries of Nationstar Mortgage LLC.

Company Overview

We are a leading residential mortgage company specializing in residential mortgage loan servicing and residential mortgage loan originations. Our business primarily consists of two Operating Segments: Servicing and Originations.

Loan Servicing

We are one of the largest independent loan servicers in the United States. Our servicing portfolio consists of mortgage servicing rights acquired from or subserviced for various third parties as well as loans we originate through our integrated origination platform. As of September 30, 2010, our servicing portfolio included over 237,000 loans with an aggregate unpaid principal balance of $37.4 billion, including approximately $2.2 billion in unpaid principal balance of loans, which were being interim subserviced for us by a third party servicer at September 30, 2010 and which we began servicing in November 2010. We service mortgage loans in all 50 states, and we are licensed as a residential mortgage loan servicer and/or a third party debt collector in all states that require such licensing. Our Servicing Segment produces recurring, fee-based revenues based upon contractually established servicing fees.

Servicing fees primarily consist of an amount based on the aggregate unpaid principal balance of the loans serviced and also include ancillary fees such as late fees and insufficient funds fees. In addition, we earn interest income on amounts deposited in collection accounts and amounts held in escrow to pay property taxes and insurance, which we refer to as float income. We also generate incentive fees from owners of the loans that we service for meeting certain loss-mitigation metrics and for arranging successful loss mitigation programs. Moreover, the U.S. federal government pays us incentive fees for loans that we successfully modify within the parameters of the Home Affordable Modification Program, or HAMP. In addition, we leverage our loan servicing business and customer base to provide several complementary services that generate fee-based revenues.

We use a flexible, high-touch servicing model that focuses on personal contact with borrowers and is designed to decrease borrower delinquencies and defaults on mortgages and to increase borrower repayment performance with a goal of home ownership preservation. Our operating culture emphasizes credit loss ownership by our employees and loss mitigation practices to improve asset performance and cash flow and to reduce credit losses. Our servicing model and operating culture have proven especially valuable in the current distressed residential market, and we have established an excellent track record servicing credit-sensitive loans.

We believe that our demonstrated performance in servicing loans for a government-sponsored enterprise facilitated our acquisitions of two significant mortgage servicing rights portfolios totaling approximately $25.0 billion since November 2008. These two portfolios were previously serviced by other servicers. These acquisitions helped us grow our servicing portfolio from $12.7 billion on December 31, 2007, to $37.4 billion on September 30, 2010. In November and December 2010, through our relationship with the same government-sponsored enterprise, we entered into a subservicing

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agreement with a government sponsored enterprise for approximately $25 billion in unpaid principal balance. We expect this relationship to generate additional portfolio servicing opportunities in the future.

Loan Originations

We are also one of the few high-touch servicers in the United States with a loan origination platform. We currently originate primarily prime agency and government conforming residential mortgage loans, and we are licensed to originate residential mortgage loans in all 50 states. Our Originations Segment diversifies our offering of mortgage services and further stabilizes our revenue stream. In 2009, we originated $1.5 billion in aggregate principal balance entirely consisting of prime residential mortgage loans. During the nine months ended September 30, 2010, our originations totaled $2.0 billion in aggregate principal balance. We originate loans through our three loan origination channels:

•  Consumer Direct Retail Channel—through which we market refinancing and purchase money mortgage loans directly to selected consumers from our centralized call center;

•  Distributed Retail Channel—through which we market refinancing and purchase money mortgage loans directly to consumers from local branches; and

•  Wholesale Channel—through which we market our refinancing and purchase money mortgage loans to third party mortgage brokers.

We originate purchase money loans and refinance existing loans, including loans that we service. Our strategy is to mitigate the credit, market and interest rate risk from loan originations by either selling newly originated loans or placing them in government-sponsored enterprise or government securitizations. We typically sell new loans within 30 days of origination, and we do not expect to hold any of the loans that we currently originate on our balance sheet on a long-term basis. At the time of sale, we have the option to retain the mortgage servicing rights on loans we originate.

Our origination capability differentiates us from other non-bank, high-touch loan servicers without an integrated origination platform by:

•  providing us with an organic source of new loans to service as existing loans are repaid or otherwise liquidated as originated loans serviced by us typically generate higher returns than comparable mortgage servicing rights that we would acquire from a third party;

•  providing an attractive supplementation to our servicing loss mitigation strategies by allowing us to modify and refinance mortgage loans, including loans that we service;

•  creating a diversified source of revenue; and

•  building brand recognition.

Legacy Assets and Other

We also have a legacy asset portfolio, which consists primarily of non-prime and nonconforming residential mortgage loans, most of which we originated from April to July 2007. In November 2009, we term-financed our legacy assets with non-recourse debt that requires no additional capital or equity contributions. In conjunction with the transaction, we reclassified our legacy assets to “held for investment” on our consolidated balance sheet, which allowed us to eliminate further mark-to-market accounting exposure on these assets. We continue to service these loans using our high-touch servicing model. Additionally, we consolidated certain securitization trusts where it was determined that we had both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE, pursuant to new consolidation accounting guidance related to VIEs adopted on January 1, 2010.

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Industry Overview

Loan Servicing

According to Inside Mortgage Finance, there were $10.8 trillion in residential mortgage loans outstanding in the United States as of December 31, 2009, and each mortgage loan requires servicing. Loan servicers normally earn a servicing fee of 25 to 50 basis points per annum on the unpaid principal balance of loans serviced, as well as associated ancillary fees, such as late fees. Consequently, a loan servicer can create value for both itself and the owner of the mortgage loan by increasing the number of borrowers that remain current in their repayment obligations. Owners may include a lender, investor or residential mortgage-backed securities trust, in the case of a securitized pool of mortgages.

Loan servicing primarily involves the calculation, collection and remittance of principal and interest payments, the administration of mortgage escrow accounts, the collection of insurance claims, the administration of foreclosure procedures, the management of real estate owned and the making of required advances. Loan servicers play a key role in the residential mortgage market by providing loan servicing functions on behalf of the owners of loans including collecting the scheduled principal and interest payments, as well as taxes and insurance; performing customer service functions; and taking active steps to mitigate any potential losses associated with borrower delinquencies and defaults. Typically, a servicer is contractually obligated to service a mortgage loan in accordance with accepted servicing industry practices as well as applicable regulations and statutes. A servicer’s rights and obligations are governed by the pooling and servicing agreement for the underlying loans. A subservicer’s rights and obligations are governed by the subservicing agreement with the third party that owns the related mortgage servicing rights.

To the extent a borrower does not make a payment, servicers are generally required to make advances of principal and interest, taxes and insurance and legal fees until such time as the underlying property is liquidated or the servicer determines that additional advances will not be recoverable from future payments, proceeds or other collections on the mortgage loan. In the event of foreclosure, servicers are entitled to reimbursement of advances from the sale proceeds of the related property. Typically, in the event such proceeds are insufficient to reimburse the advances in full, which we refer to as a non-recoverable advance, servicers are entitled to reimbursement of advances from collections on other mortgage loans in the related residential mortgage-backed securities trust. For this reason, advances and the right of reimbursement are typically senior to the claims of holders of securities issued by the residential mortgage-backed securities trusts.

Loan Originations

According to Inside Mortgage Finance, total residential mortgage originations in the United States were $1.8 trillion in 2009, an increase of 21% compared to 2008. Of the 2009 originations, 90% were conforming mortgages guaranteed by government-sponsored enterprises, including Fannie Mae and Freddie Mac, or government agencies such as the Federal Housing Administration and the Department of Veterans Affairs. From 2006 to 2009, the annual aggregate principal balance of newly originated mortgage loans that were either insured or guaranteed by government agencies or sold to government-sponsored enterprises or into government securitizations increased from $1.1 trillion to $1.6 trillion, or at a compound annual growth rate, which we refer to as CAGR, of 15%.

The United States residential mortgage market consists of a primary mortgage market that links borrowers and lenders and a secondary mortgage market that links lenders and investors. In the primary mortgage market, residential mortgage lenders such as mortgage banking companies, commercial banks, savings institutions, credit unions and other financial institutions originate or provide mortgages to borrowers. Lenders obtain liquidity for originations in a variety of ways, including by selling mortgages or mortgage-related securities into the secondary mortgage market. Loan originators that are banks also have access to customer deposits to fund their originations business.

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The secondary mortgage market consists of institutions engaged in buying and selling mortgages in the form of whole loans (i.e., mortgages that have not been securitized) and mortgage- related securities. Government-sponsored enterprises, such as Fannie Mae and Freddie Mac, and a government agency, Ginnie Mae, participate in the secondary mortgage market by purchasing mortgage loans and mortgage-related securities for investment and by issuing guaranteed mortgage-related securities.

Industry Trends

Loan Servicing

In a weak economic and credit environment with elevated delinquencies and defaults, servicing becomes operationally more challenging and more capital intensive as servicers need to add and train staff to manage the increase in delinquent borrowers. In addition, servicers are generally required to make advances on delinquent mortgage loans for principal and interest payments, taxes, insurance, legal fees and property maintenance fees, all of which are typically recovered upon foreclosure or liquidation. According to the Mortgage Bankers Association, delinquent loans and foreclosures have increased from $0.6 trillion at December 2006 to $1.5 trillion at June 30, 2010. Furthermore, Fannie Mae estimates that as of September 30, 2010, it had $780 billion of assets within its own portfolio with characteristics that we believe make them credit-sensitive.

The majority of loan servicing in the United States is performed by the nation’s money center banks such as Bank of America, Wells Fargo, JPMorgan Chase and Citibank, which together service approximately 56% of all outstanding mortgage loans on one to four-family residences as of December 31, 2009. These bank-owned servicers mainly service prime, performing mortgages and are most effective at routine account management of portfolios with low delinquencies that require limited interaction with borrowers. The traditional servicer model was constructed to process simple payments and minimize costs, and functioned well in environments characterized by low delinquencies and defaults. However, in the current environment of rising delinquencies, extensive foreclosures and elevated real estate owned activity, traditional servicers are experiencing higher operating costs, and their performance is declining due to the high level of foreclosures and liquidation processes. According to the Congressional Oversight Panel, from July 2007 through August 2009, 1.8 million homes were lost to foreclosure and 5.2 million more foreclosures were commenced. As of October 2009, one in eight mortgages were in foreclosure or default.

We believe that there is a growing recognition that the incremental cost of high-touch servicing, with a strong emphasis on asset performance and foreclosure avoidance, is a value added service as the credit loss savings that result are greater than those realized from traditional loan servicing business models. Holders of residential mortgage credit risk are demanding better performance and many are moving the servicing of their loans to specialized servicing companies with expertise and focus on asset performance.

The passage of both the Emergency Economic Stabilization Act of 2008 on October 1, 2008, and the U.S. federal government’s Making Home Affordable Plan announced on February 18, 2009, which we refer to as the MHA, and other related government initiatives provided an advantage for servicers with loss mitigation expertise. The MHA provides a financial incentive to servicers to modify qualifying loans in accordance with the plan’s guidelines and requirements.

Loan Originations

Mortgage origination in the United States is dominated by the nation’s money center banks such as Wells Fargo, Bank of America, JPMorgan Chase and Citibank. In 2009, the top 10 mortgage lenders constituted 74% of the originations market, according to Inside Mortgage Finance. However, we believe that the top lenders are dealing with significant capacity constraints and integration issues resulting from recent mergers or restructurings. In particular, both JPMorgan Chase and Citibank pulled back significantly from the wholesale originations market in 2009. Total mortgage origination in 2009

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from JPMorgan Chase and Citibank declined 29% and 30%, respectively, from 2008 levels as a result of their changing origination strategies, in part due to these capacity constraints. The dislocation in the residential mortgage industry has created an opportunity for originators that are not affiliated with banks to fill a void in the market.

Residential mortgage loans are generally originated through either a direct lending network or a mortgage brokerage network. A direct lending network consists of retail branches, Internet and telephone-based operations. Typical referral sources for a direct lending network include realtors, homebuilders, credit unions, small banks and affinity groups.

The length of time from the origination or purchase of a mortgage loan to its sale or securitization generally ranges from 10 to 60 days, depending on a variety of factors including loan volume, product type, interest rates and capital market conditions. An important source of capital for the residential mortgage industry is warehouse lending. These facilities provide funding to mortgage loan originators until the loans are sold to investors in the secondary mortgage loan market.

The MHA and other similar initiatives, along with low interest rates and a high rate of refinancing activity, provide opportunities for servicers that also conduct originations to leverage their servicing portfolio by refinancing existing loans.

Our Strengths

We believe the following competitive strengths contribute to our market position and differentiate us from our competition.

Attractive Business Model with Strong Cash Flow

We have an attractive business model as one of the few high-touch servicers in the United States with an integrated loan origination platform.

Our Servicing Segment produces recurring, fee-based revenues based upon contractually established servicing fees, and we are exposed to minimal credit risk with respect to the mortgage loans that we service. We believe that we continue to demonstrate our ability to produce lower delinquency rates on the loans we service, including credit-sensitive loans, compared to our competitors, and we believe that we will continue to acquire mortgage servicing rights at attractive prices from mortgage investors or provide subservicing for third parties that value our servicing capabilities.

We believe that our Originations Segment differentiates us from other high-touch servicers without an origination platform by providing us with a more cost-effective alternative to purchasing new mortgage servicing rights as the unpaid principal balance of our existing servicing portfolio decreases over time; diversifying and stabilizing our revenue in a variety of interest rate environments; and building brand recognition.

We generate significant cash flow for debt service as a result of the profitability of our Operating Segments. We believe that our focus on asset performance and operational efficiency has enabled us to strengthen our relationships with the government-sponsored enterprises and other third parties and has allowed us to grow our earnings from our Operating Segments.

Substantial Liquidity and Access to Multiple Capital and Funding Sources

We maintain substantial levels of funding and liquidity through multiple capital and funding sources for our Operating Segments. We have access to multiple funding sources, and we believe that our liquidity sources are sufficient to meet our immediate and future needs. These sources include servicing advance lines to finance our Servicing Segment, warehouse lines to finance our Originations Segment and loans from government-sponsored enterprises to facilitate the acquisition of mortgage servicing rights from third parties. As of September 30, 2010, we had a total of $584.8 million of

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unused capacity under our existing servicing advance facilities and origination warehouse lines. We believe that our strong relationships with liquidity providers and our continued ability to access sufficient capital during the recent economic downturn demonstrate the depth of our liquidity and access to capital. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations.”

Best-In-Class Servicing Platform with Loss Mitigation Focus

We believe that, by focusing on personal contact with borrowers, our high-touch servicing approach reduces credit losses and maximizes cash collections for credit-sensitive loans. This highly flexible model allows for customization to meet individual borrower requirements, and is further differentiated by providing personal contact at critical borrower touch points, including via telephone, mail, electronic communications and other personal contact methods. Our approach facilitates strong relationships with borrowers and greater employee accountability for desired performance. We believe that our servicing expertise and focus on optimal outcomes reduces credit impairments and losses to loan investors. We believe that this model presents continued opportunities for growth.

Scalable Platform and Established Track Record

Establishing a servicing platform requires significant initial capital investments, infrastructure, licensing and expertise to properly service credit-sensitive loans, which creates substantial barriers to entry. We operate a highly scalable platform, with the capacity to add up to a total of approximately $15 billion of unpaid principal balance to our servicing operations within 90 to 120 days with minimal incremental costs. We can service these additional accounts with our existing infrastructure, real estate and technology platform.

Additionally, we have used our high-touch servicing model and our mix of proprietary and commercially available technology solutions to establish a track record of superior performance in servicing credit-sensitive loans. Since November 2008, we have acquired mortgage servicing rights representing approximately $27.2 billion in unpaid principal balance, which represents a 194.5% increase in the unpaid principal balance of the loans we serviced from December 31, 2007 to September 30, 2010. We believe these acquisitions can be attributed to our established track record in servicing credit-sensitive residential mortgage loans, and we believe that our track record, together with our scalable platform, positions us well relative to our competitors to acquire similar portfolios in the future.

Culture of Credit Loss Ownership and Accountability

Since our inception, our operating culture has emphasized superior operational and financial performance, credit loss ownership, employee development and customer relations. We establish financial and operational goals across all levels of the organization, and compensation for all of our employees is based upon achieving the desired results. As a result, we have a streamlined organizational structure that allows us to react to business needs and changes in an expeditious manner. We hire recent college graduates and teach them our business through a systematic training program. We primarily develop existing employees for management positions. We strongly endorse promotion from within and routinely identify and place senior level staff in our Manager in Training program as a developmental tool to prepare them for supervisory positions. Supervisors typically then rotate through progressively more complex management assignments to improve both their technical and managerial proficiency.

We believe that our culture of credit loss ownership and accountability has enabled us to outperform the industry. As of December 15, 2010, according to Loan Performance.com, our 60 or more day delinquency rate for our legacy assets (as a percentage of original balance) was

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approximately 12%, while the delinquency rate for the ABX 07-2 Mortgage Index was approximately 24%.

Stable and Seasoned Management Team

Our senior management team is comprised of experienced mortgage industry executives with an average of approximately 25 years in the industry and a track record of generating financial and operational improvements. Several members of our management team have held senior positions at other residential mortgage companies. In addition, our senior management team has remained in place through multiple business cycles and has a demonstrated ability to adapt to changing market conditions. We believe that the experience of our senior management team and its management philosophy are significant contributors to improving the operating performance of our Company.

Our Strategy

Our primary goal is to increase the value of our loans and our clients’ loans by reducing delinquencies and credit losses. This goal is achieved through our culture, processes and expertise. We plan to grow our revenue and operating cash flow by employing the following business strategies:

Capitalizing on Industry Opportunities

We believe we are well positioned to benefit from the current trends in the residential mortgage industry. The disruption in the mortgage industry has resulted in limited access to funding and capital, lower than anticipated performance of seasoned portfolios and industry-wide consolidation. We believe that competitors with significant residential exposure or limited access to capital have shifted their operations to selling residential real estate assets, including mortgage servicing rights. This allows existing strong servicers the opportunity to acquire or subservice additional portfolios at attractive valuations. Additionally, due to a variety of economic factors, residential loan delinquencies and related losses are at historical highs prompting government-sponsored enterprises and other owners of residential mortgage loans to focus on home ownership preservation and servicing for superior credit performance. The heightened focus in these areas has led to a strong demand for high-touch servicers by these owners. Also, we believe that many of the largest loan servicers—who are experiencing unprecedented levels of delinquencies and losses—do not have sufficient internal capacity to perform high-touch servicing in their own portfolios and, as a result, may look to independent high-touch servicers to assist them in servicing their portfolios. As a result, we believe that there will continue to be strong demand for experienced high- touch servicers with a proven ability to improve loan performance. We also believe that there will be significant opportunities to continue to acquire mortgage servicing rights at attractive prices.

Maintaining and Growing Our Steady Fee-Based Servicing Portfolio

Our servicing business produces recurring, fee-based revenues based upon contractually established servicing fees. We intend to continue to utilize our established and scalable servicing platform to grow our servicing operations organically and through acquisitions. We believe that we will continue to benefit from our strong relationship with government-sponsored enterprises and other third party investors, which we believe will enable us to acquire additional servicing rights at attractive prices and grow our business. Additionally, we have invested in our loan administration and customer service servicing divisions to accommodate the increased scale and size of our portfolio, which allows us to service newly originated prime mortgage loans at attractive return levels in a variety of operating and economic environments.

Continuing To Expand Our Originations Platform

Our Originations Segment diversifies our offering of mortgage services and further stabilizes our revenue stream by providing us with a natural hedge against fluctuations in prevailing interest rates.

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We have a diversified, multi-channel strategy to continue to build our prime originations platform in order to organically replace servicing run-off. Through our origination platform, we are also able to create loan servicing assets at valuation levels below where our servicing competitors can purchase comparable mortgage servicing rights. Also, we can recapture loan payoffs in our existing servicing portfolio by providing origination services to our existing borrowers.

We believe that there are significant opportunities to originate loans for servicers and other financial institutions lacking origination capacity, and we intend to capitalize on these opportunities by expanding our retail channels. Our expansion efforts will focus primarily on purchase money lending, which is a stable origination source through various interest rate cycles. Unlike certain competitors who are required to utilize third party intermediaries in transactions with the government-sponsored enterprises and Ginnie Mae, we are a direct lender with the capability to sell loans directly to the government-sponsored enterprises and to securitize loans directly with Ginnie Mae. We believe that this capability allows us to control the credit quality of the loans we originate, thereby reducing our repurchase risk.

Engaging in Opportunistic Acquisitions and New Business Opportunities

There are numerous banks, insurance companies and other financial entities that have significant exposure to the residential mortgage sector. Our management, together with our dedicated servicing and origination relationship teams and our sponsor, Fortress Investment Group LLC, or Fortress, have extensive business and corporate expertise, receive numerous requests to review potential acquisition opportunities and continually conduct due diligence to identify potential opportunistic acquisitions. We are currently seeking out opportunities and believe there will continue to be significant opportunities to take advantage of the dislocation in the residential mortgage sector and acquire assets at attractive valuations. We intend to opportunistically grow our business through acquiring mortgage servicing rights, subservicing rights, servicing platforms and originations platforms. We may purchase assets and/or platforms of significant size. We believe there are several assets and platforms currently for sale in our industry and we are currently in the process of pursuing a number of such opportunities.

Company History

Nationstar Mortgage LLC is a Delaware limited liability company. We were formed in 1994 in Denver, Colorado as Nova Credit Corporation, a Nevada corporation. In 1997, we moved our executive offices and primary operations to Dallas, Texas and changed our name to Centex Credit Corporation. In 2001, Centex Credit Corporation was merged into Centex Home Equity Company, LLC, a Delaware limited liability company (“CHEC”). In 2006, FIF HE Holdings, LLC, acquired all of our outstanding membership interests (the “Acquisition”), and we changed our name to Nationstar Mortgage LLC. Nationstar Capital Corporation, a Delaware corporation, is our wholly-owned subsidiary formed solely for the purpose of being a corporate co-issuer of the notes.

Fortress Investment Group

As of September 30, 2010, FIF HE Holdings, LLC, a holding company, is the sole member of Nationstar Mortgage LLC, owning 100% of our outstanding membership interests. FIF HE Holdings, LLC, in turn, is owned by certain private equity funds managed by an affiliate of Fortress and company management. Fortress is a leading global investment management firm with approximately $44.0 billion in fee paying assets under management as of September 30, 2010. Fortress is headquartered in New York and has affiliates with offices in Charlotte, Dallas, Frankfurt, London, Los Angeles, New Canaan, Philadelphia, Rome, Singapore, Sydney and Tokyo.

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Fortress has extensive experience and expertise in the residential mortgage and financial services sectors. Senior management members have managed businesses at many leading financial firms, including BlackRock, Goldman Sachs, Lehman Brothers and UBS. Fortress has a strong track record of investing in the residential mortgage sector, including current or prior investments in: AMRESCO Inc., Conseco Finance Corp., Capstead Mortgage Corp., Italfondiario S.p.A., American General Finance Inc., GreenPoint and Bombardier.

Risk Factors

Participation in this exchange offer involves substantial risk. You should carefully consider the risk factors set forth in the section entitled “Risk Factors” and the other information contained in this prospectus prior to participating in the exchange offer. See “Risk Factors” beginning on page 17.

Ownership Structure

Set forth below is the ownership structure of Nationstar Mortgage LLC and its subsidiaries as of December 22, 2010.

Corporate Information

Our executive offices are located at 350 Highland Drive, Lewisville, Texas 75067 and our telephone number is (469) 549-2000.

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Summary of the Exchange Offer

Background	On March 26, 2010, we issued $250,000,000 aggregate principal amount of Old Notes in an unregistered offering. In connection with that offering, we entered into a registration rights agreement on March 26, 2010 (the “Registration Rights Agreement”) in which we agreed, among other things, to complete this exchange offer. Under the terms of the exchange offer, you are entitled to exchange Old Notes for New Notes evidencing the same indebtedness and with substantially similar terms. You should read the discussion under the heading “Description of the Notes” for further information regarding the New Notes.
The Exchange Offer	We are offering to exchange, for each $1,000 aggregate principal amount of our Old Notes validly tendered and accepted, $1,000 aggregate principal amount of our New Notes.
	We will not pay any accrued and unpaid interest on the Old Notes that we acquire in the exchange offer. Instead, interest on the notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including March 26, 2010, the date on which we issued the Old Notes.
	As of the date of this prospectus, approximately $250,000,000 aggregate principal amount of the Old Notes are outstanding.
Denominations of New Notes	Tendering holders of Old Notes must tender Old Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. New Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on          , 2011, unless we extend or terminate the exchange offer in which case the “Expiration Date” will mean the latest date and time to which we extend the exchange offer.
Settlement Date	The settlement date of the exchange offer will be as soon as practicable after the Expiration Date of the exchange offer.
Withdrawal of Tenders	Tenders of Old Notes may be withdrawn at any time prior to the Expiration Date.
Conditions to the Exchange Offer	Our obligation to consummate the exchange offer is subject to certain customary conditions, which we may assert or waive. See “Description of the Exchange Offer—Conditions to the Exchange Offer.”
Procedures for Tendering	To participate in the exchange offer, you must follow the automatic tender offer program (“ATOP”), procedures established by The Depository Trust Company (“DTC”), for tendering Old Notes held in book-entry form. The ATOP procedures require that the exchange agent receive, prior to the Expiration Date of the exchange offer, a computer-

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	generated message known as an “agent’s message” that is transmitted through ATOP and that DTC confirm that:
	• DTC has received instructions to exchange your Old Notes; and
	• you agree to be bound by the terms of the letter of transmittal.
	For more details, please read “Description of the Exchange Offer—Terms of the Exchange Offer” and “Description of the Exchange Offer—Procedures for Tendering.” If you elect to have Old Notes exchanged pursuant to this exchange offer, you must properly tender your Old Notes prior to 5:00 p.m., New York City time, on the Expiration Date. All Old Notes validly tendered and not properly withdrawn will be accepted for exchange. Old Notes may be exchanged only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Consequences of Failure to Exchange	If we complete the exchange offer and you do not participate in it, then:
	• your Old Notes will continue to be subject to the existing restrictions upon their transfer;
	• we will have no further obligation to provide for the registration under the Securities Act of those Old Notes except under certain limited circumstances; and
	• the liquidity of the market for your Old Notes could be adversely affected.
Taxation	The exchange pursuant to the exchange offer generally will not be a taxable event for U.S. federal income tax purposes. See “Certain U.S. Federal Income Tax Considerations” in this prospectus.
Use of Proceeds	We will not receive any cash proceeds from the issuance of the New Notes in this exchange offer.
Exchange Agent	Wells Fargo Bank, National Association is the exchange agent for the exchange offer.

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Summary of the New Notes

Issuers	Nationstar Mortgage LLC, a Delaware limited liability company, and Nationstar Capital Corporation, a Delaware corporation.
Securities Offered	$250,000,000 aggregate principal amount of 10.875% Senior Notes due April 1, 2015.
Maturity Date	April 1, 2015.
Interest Rate	10.875% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, commencing October 1, 2010. Interest on the New Notes will accrue from accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including March 26, 2010.
Guarantees	The New Notes will be guaranteed on an unsecured senior basis by each of our existing and future domestic subsidiaries, other than our securitization and certain finance subsidiaries and subsidiaries that in the future we designate as excluded restricted and unrestricted subsidiaries.
Ranking	The New Notes and the guarantees will be our and the guarantors’ general unsecured senior indebtedness, respectively, and will:
	• rank equally in right of payment to all of our and the guarantors’ existing and future indebtedness and other obligations that are not, by their terms, expressly subordinated in right of payment to the notes and the guarantees;
	• rank senior in right of payment to any of our and the guarantors’ existing and future senior subordinated and subordinated indebtedness and other obligations that are, by their terms, expressly subordinated in right of payment to the notes and the subsidiary guarantees; and
	• be effectively junior in right of payment to all of our and the guarantors’ existing and future senior secured indebtedness and other obligations to the extent of the value of the assets securing such indebtedness and other obligations.
Form and Denomination	The New Notes will be issued in fully-registered form. The New Notes will be represented by one or more global notes, deposited with the trustee as custodian for DTC and registered in the name of Cede & Co., DTC’s nominee. Beneficial interests in the global notes will be shown on, and any transfers will be effective only through, records maintained by DTC and its participants.
	The New Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Optional Redemption	We may redeem the New Notes, in whole or in part, at any time prior to April 1, 2013, at a price equal to 100% of the aggregate principal amount of the New Notes plus the applicable “make whole” premium, as described in “Description of the New Notes—Redemption—Optional Redemption,” plus accrued and unpaid interest, if any, to the applicable redemption date.

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	We may redeem the New Notes, in whole or in part, at any time on or after April 1, 2013, at the applicable redemption price specified in “Description of the New Notes—Redemption—Optional Redemption,” plus accrued and unpaid interest, if any, to the applicable redemption date.
	In addition, we may redeem up to 35% of the aggregate principal amount of the New Notes at any time on or prior to April 1, 2013 with the net cash proceeds from certain equity offerings at the applicable redemption price specified “Description of the New Notes—Redemption—Optional Redemption,” plus accrued and unpaid interest, if any, to the applicable redemption date.
Change of Control	If certain change-of-control events occur, we must offer to repurchase all of the New Notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date.
Asset Sales	If we sell assets under certain circumstances, we will be required to make an offer to purchase the New Notes at their face amount, plus accrued and unpaid interest, if any, as of the purchase date.
Absence of a Public Market	The New Notes are new securities for which there currently is no market and we cannot assure you that any public market for the New Notes will develop or be sustained.
Certain Covenants	The indenture governing the New Notes will, among other things, limit our ability and the ability of our subsidiaries to:
	• incur or guarantee additional indebtedness;
	• incur liens;
	• pay dividends on or make distributions in respect of our capital stock or make other restricted payments;
	• make investments;
	• consolidate, merge, sell or otherwise dispose of certain assets; and
	• enter into transactions with our affiliates.
	These covenants are subject to important exceptions, limitations and qualifications as described in “Description of the New Notes—Certain Covenants.”
Listing	We do not intend to list the New Notes on any securities exchange.
Governing Law	The New Notes are governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of laws principles thereof.
Book-Entry Depository	DTC.
Trustee	Wells Fargo Bank, National Association.
Risk Factors	You should refer to the section entitled “Risk Factors” for a discussion of material risks you should carefully consider before deciding to invest in the New Notes.

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SUMMARY CONSOLIDATED FINANCIAL DATA

The following tables summarize consolidated financial information for our business. You should read these tables along with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and our consolidated financial statements and the related notes included elsewhere in this prospectus.

The summary consolidated statement of operations data for the years ended December 31, 2007, 2008 and 2009 and the summary consolidated balance sheet data as of December 31, 2008 and 2009 have been derived from our audited financial statements included elsewhere in this prospectus. The summary consolidated statement of operations data for the nine months ended September 30, 2009 and 2010 and the summary consolidated balance sheet data as of September 30, 2010 have been derived from our unaudited financial statements included elsewhere in this prospectus. The summary consolidated balance sheet data as of December 31, 2007, has been derived from our unaudited balance sheet as of December 31, 2007, which is not included in this prospectus.

The unaudited financial statements have been prepared on the same basis as the audited financial statements and, in the opinion of our management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the information set forth herein. Operating results for the nine months ended September 30, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010 or for any future period.

										Nine Months Ended
	Year Ended December 31,									September 30,
	2007			2008			2009			2009			2010
	(in thousands)
Statement of Operations Data:
Revenues:
Total fee income	$	46,301		$	74,007		$	100,218		$	67,534		$	122,770
Gain (loss) on mortgage loans held for sale		(94,673	)		(86,663	)		(21,349	)		(40,992	)		51,754
Total revenues		(48,372	)		(12,656	)		78,869			26,542			174,524
Total expenses and impairments		259,222			147,777			142,367			102,674			145,622
Other income (expense):
Interest income		163,022			92,060			52,518			39,380			82,019
Interest expense		(118,553	)		(65,548	)		(69,883	)		(48,486	)		(89,298	)
Gain (loss) on interest rate swaps and caps		(21,353	)		(23,689	)		(14	)		4			(9,917	)
Fair value changes in ABS securitizations		—			—			—			—			(19,115	)
Total other income (expense)		23,116			2,823			(17,379	)		(9,102	)		(36,311	)
Net income (loss)	$	(284,478	)	$	(157,610	)	$	(80,877	)	$	(85,234	)	$	(7,409	)

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							As of
	As of December 31,						September 30,
	2007		2008		2009		2010
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	41,251	$	9,357	$	41,645	$	27,449
Mortgage servicing rights		82,634		110,808		114,605		123,321
Total assets		1,303,221		1,122,001		1,280,185		1,857,752
Unsecured senior notes		—		—		—		243,711
Notes payable		967,307		810,041		771,857		532,272
Nonrecourse debt—Legacy Assets		—		—		177,675		145,649
ABS nonrecourse debt		—		—		—		498,299
Total liabilities		1,041,525		866,079		1,016,362		1,601,947
Total members’ equity		261,696		255,922		263,823		255,805

										Nine Months Ended
	Year Ended December 31,									September 30,
	2007			2008			2009			2009			2010
	(in thousands)
Other Data:
Net cash provided by (used in):
Operating activities	$	723,236		$	40,212		$	(83,641	)	$	100,421		$	24,470
Investing activities		(86,317	)		(34,643	)		29,983			30,009			85,867
Financing activities		(606,003	)		(37,463	)		85,946			(109,022	)		(124,533	)
Adjusted EBITDA (1)		1,406			23,141			48,644			29,948			42,696
Operating Segments:
Interest expense from unsecured senior notes		—			—			—			—			17,084
Change in fair value of mortgage servicing rights		16,015			11,701			27,915			22,660			11,499
Depreciation and amortization		3,348			1,172			1,542			1,198			1,291
Share-based compensation		1,632			1,633			579			301			5,222

Notes

(1)	Adjusted EBITDA is a key performance measure used by management in evaluating the performance of our segments. Adjusted EBITDA represents our Operating Segments’ income (loss), and excludes income and expenses that relate to the financing of the unsecured senior notes, depreciable (or amortizable) asset base of the business, income taxes (if any), exit costs from our 2007 restructuring and certain non-cash items. Adjusted EBITDA excludes results from our legacy asset portfolio and certain securitization trusts that were consolidated upon adoption of the new accounting guidance eliminating the concept of QSPE.
	Adjusted EBITDA provides us with a key measure of our Operating Segments’ performance as it assists us in comparing our Operating Segments’ performance on a consistent basis. Management uses Adjusted EBITDA to assess the performance of our Servicing and Originations segments and appropriate financing of these segments.
	We also use Adjusted EBITDA (with additional adjustments) to measure our compliance with covenants such as leverage coverage ratios for our unsecured senior notes.
	Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our results as reported under generally accepted accounting principles in the United States (“GAAP”). Some of these limitations are:

•  Adjusted EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

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•  Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•  Adjusted EBITDA does not reflect the cash requirements necessary to service principal payments related to the financing of the business.

•  Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our corporate debt;

•  although depreciation and amortization and changes in fair value of mortgage servicing rights are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and

•  other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures.

Because of these and other limitations, Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business. Adjusted EBITDA is presented to provide additional information about our operations. This item should be considered in addition to, but not as a substitute for or superior to, operating income, net income, operating cash flow and other measures of financial performance prepared in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only supplementally.

	Year Ended December 31,									Nine Months Ended September 30,
	2007			2008			2009			2009			2010
	(in thousands)
Net Income (Loss) to Adjusted EBITDA Reconciliation
Net income (loss)	$	(284,478	)	$	(157,610	)	$	(80,877	)	$	(85,234	)	$	(7,409	)
Add:
Net (income) loss from Legacy Portfolio and Other		226,237			164,738			97,263			88,801			4,543
Net income (loss) from Operating Segments		(58,241	)		7,128			16,386			3,567			(2,866	)
Adjust for:
Interest expense from unsecured senior notes		—			—			—			—			17,084
Depreciation and amortization		3,348			1,172			1,542			1,198			1,291
Change in fair value of mortgage servicing rights		16,015			11,701			27,915			22,660			11,499
Goodwill impairment		12,000			—			—			—			—
Exit costs(a)		26,652			1,507			2,222			2,222			549
Share-based compensation		1,632			1,633			579			301			5,222
Fair value changes on interest rate swap(b)		—			—			—			—			9,917
Adjusted EBITDA	$	1,406		$	23,141		$	48,644		$	29,948		$	42,696

(a)	Relates to restructuring program initiated in 2007, which included closing several offices and the termination of a portion of our workforce. Restructuring charges for the years ended December 31, 2008 and 2009 and for the nine months ended September 30, 2009 and 2010, are primarily due to reserves on future lease payments.
(b)	Relates to an interest rate swap agreement which was treated as an economic hedge under ASC 815 since inception.

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RISK FACTORS

You should carefully consider the risks described below, together with all the other information included in this prospectus, before deciding to participate in the exchange offer and to invest in the New Notes. See also “Cautionary Statement Regarding Forward-Looking Statements” in this prospectus.

Risks Related to Our Business and Industry

We are conducting an internal review of our foreclosure policies and procedures and have voluntarily delayed foreclosure proceedings in a number of states. The continuance of this delay of foreclosure proceedings, the initiation of regulatory or other legal proceedings or the existence of irregularities with respect to our foreclosure procedures could have a negative effect on our operations or liquidity.

As a mortgage servicer, we have been affected by recent regulatory and market developments in the mortgage servicing industry. Certain state Attorneys General and governmental agencies, as well as representatives of the federal government , have issued letters of inquiry to mortgage servicing companies, including us, requesting written responses to questions regarding policies and procedures, especially with respect to notarization and affidavit procedures. While we are in the process of complying with these requests, we cannot be certain of the outcome of these requests or any subsequent administrative, judicial or legislative actions taken by these regulators or other governmental entities. As a result of these investigations or otherwise, we may be subject to fines and other sanctions, including a foreclosure moratorium or suspension, imposed by Federal or state regulators as a result of actual or perceived deficiencies in our foreclosure practices or in the foreclosure practices of other mortgage loan servicers. Additionally, because we do business in all fifty states, it is particularly unclear what actions may be taken on the state level by individual regulators.

In addition to these inquiries, certain state Attorneys General have requested that mortgage servicers, like us, suspend foreclosure proceedings pending internal review to ensure compliance with law. Pursuant to these requests and in light of industry-wide press coverage regarding documentation practices, we, as a precaution, have delayed foreclosure proceedings in a number of states so that we may evaluate our foreclosure practices and underlying documentation, and we are uncertain as to when the delay will end or when the inquiries will be complete.

Even in states where we have not suspended foreclosure proceedings or where we have lifted or will soon lift any such delayed foreclosures, we could face increased delays and costs in the foreclosure process. For example, we may incur additional costs if we are required to, or if we elect to, re-execute or re-file documents or take other action in our capacity as a servicer in connection with pending foreclosures. In addition, the current regulatory climate could lead borrowers to contest foreclosures who would not have contested such foreclosures under ordinary circumstance, and we may incur increased litigation costs if the validity of a foreclosure action is challenged by a borrower. Delays in foreclosure proceedings could also require us to make additional servicing advances and draw on our servicing advance facilities, which could materially affect our liquidity and increase our need for capital.

There is some uncertainty about how courts may treat completed foreclosures, If a court were to reopen a completed foreclosure, we could face potential liability to a title insurer of the property sold in foreclosure. These costs and liabilities may not be legally or otherwise reimbursable to us, particularly to the extent they relate to securitized mortgage loans arising from claims relating to industry practices generally, which could adversely affect recoveries and our financial results, whether through increased expenses of litigation and property maintenance, deteriorating values of underlying mortgaged properties or unsuccessful litigation results generally. See “Risk Factors—We may incur litigation costs and related losses if the validity of a foreclosure action is challenged by a borrower or if a court overturns a foreclosure.” If we are unable to conduct foreclosure proceedings in a cost-effective manner because of the foregoing, this could adversely affect our business, financial condition and results of operations.

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In addition, for certain investors, we may be contractually obligated to repurchase a mortgage loan or reimburse the investor for credit losses incurred on the loan as a remedy for servicing errors with respect to the loan. If we have increased repurchase obligations because of claims we did not satisfy our obligations as a servicer, or increased loss severity on such repurchases, this could adversely affect our financial condition and results of operations. See “Risk Factors—We may be required to repurchase loans we originated or will originate if our loans fail to meet certain criteria or characteristics or under other circumstances.”

The continued deterioration of the residential mortgage market may adversely affect our business, financial condition or results of operations.

Since mid-2007, adverse economic conditions have impacted the residential mortgage market, resulting in unprecedented delinquency, default and foreclosure rates, leading to increased loss severities on all types of residential mortgage loans due to sharp declines in residential real estate values. According to Fannie Mae, as of September 30, 2010, average residential home prices in the U.S. had declined 18% from their peak, with some states such as California, Florida and Nevada experiencing average price decreases as high as 42%, 49% and 57%, respectively. Falling home prices have resulted in higher loan-to-value ratios and combined loan-to-value ratios, which yield lower recoveries in foreclosure, and result in an increase in loss severities above those that would have been realized had property values remained the same or continued to increase. As loan-to-value ratios increase, borrowers are left with insufficient equity in their homes to permit them to refinance their existing loans. This may also give borrowers an incentive to default on their mortgage loan even if they have the ability to make principal and interest payments, which we refer to as strategic defaults. From December 2006 to December 2009, the percentage of residential mortgage loans past due 30 days or more rose from 5.0% to 9.5%, and average foreclosure rates rose from 1.2% to 4.6%, in each case according to the Mortgage Bankers Association.

The downturn in the U.S. economy resulted in significant increases in the unemployment rate since 2007. A continuation or increase in the current rate of unemployment may result in higher delinquency rates. Unemployed borrowers are more likely to be delinquent and in default of mortgage loans, and are less likely to successfully modify their mortgage loans or complete government loan modification programs.

Another factor that may have contributed to, and may in the future result in, higher delinquency rates is the increase in monthly payments on adjustable rate mortgage loans. Borrowers with adjustable rate mortgage loans are being exposed to increased monthly payments when the related mortgage loan’s interest rate adjusts upward from an initial fixed rate or a low introductory rate, as applicable, to the rate computed in accordance with the applicable index and margin. Borrowers with adjustable rate mortgage loans seeking to refinance their mortgage loans to avoid increased monthly payments as a result of an upwards adjustment of the mortgage loan’s interest rate may no longer be able to find available replacement loans at comparably low interest rates. This increase in borrowers’ monthly payments, together with any increase in prevailing market interest rates, may result in significantly increased monthly payments for borrowers with adjustable rate mortgage loans. As of September 30, 2010, adjustable rate mortgage loans by unpaid principal balance made up approximately 19% of our servicing portfolio.

Adverse economic conditions may also impact our Originations Segment. Declining home prices and increasing loan-to-value ratios may preclude many potential borrowers, including borrowers whose existing loans we service, from refinancing their existing loans. An increase in prevailing interest rates could decrease our origination volume through our Consumer Direct Retail originations channel, our largest originations channel by volume from December 31, 2006 to December 31, 2009, because this channel focuses predominantly on refinancing existing mortgage loans.

Since late 2006, a number of servicers and originators of residential mortgage loans have experienced serious financial difficulties and, in some cases, have gone out of business. These

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difficulties have resulted, in part, from declining markets for their mortgage loans as well as from claims for repurchases of mortgage loans previously sold under provisions that require repurchase in the event of early payment defaults or for breaches of representations and warranties regarding loan quality and certain other loan characteristics. Higher delinquencies and defaults may contribute to these difficulties by reducing the value of mortgage loan portfolios and requiring originators to sell their portfolios at greater discounts to par. In addition, the cost of servicing an increasingly delinquent mortgage loan portfolio may be rising without a corresponding increase in servicing compensation. The value of many residual interests retained by sellers of mortgage loans in the securitization market has also been declining in these market conditions. Overall origination volumes are down significantly in the current economic environment. According to Inside Mortgage Finance, total U.S. residential mortgage origination volume decreased from $3.0 trillion in 2006 to $1.8 trillion in 2009.

A continued deterioration or a delay in any recovery in the residential mortgage market may reduce the number of mortgages we service or new mortgages that we originate, reduce the profitability of mortgages currently serviced by us or adversely affect our ability to sell mortgage loans originated by us or increase delinquency rates. Any of the foregoing could adversely affect our business, financial condition or results of operations.

A significant change in delinquencies for the loans we service could adversely affect our financial results.

Delinquency rates have a significant impact on our revenues, our expenses and on the valuation of our mortgage servicing rights as follows:

•  Revenue.  An increase in delinquencies will delay the timing of revenue recognition for loans that we service for government-sponsored enterprises because we only collect servicing fees from government-sponsored enterprises for performing loans. For our other loans, an increase in delinquencies may still delay the timing of revenue recognition because we often recognize servicing fees as earned, which is generally upon collection. Additionally, while increased delinquencies generate higher ancillary fees, including late fees, these fees are not likely to be recoverable in the event that the related loan is liquidated. In addition, an increase in delinquencies lowers the interest income we receive on cash held in collection and other accounts.

•  Expenses.  An increase in delinquencies may result in a higher cost of service due to the increased time and effort required to collect payments from delinquent borrowers. It may also result in an increase in interest expense as a result of an increase in our advancing obligations.

•  Liquidity.  An increase in delinquencies also could negatively impact our liquidity because of an increase in borrowing under our advance facilities.

•  Valuation of mortgage servicing rights.  We base the price we pay for mortgage servicing rights on, among other things, our projections of the cash flows from the related pool of mortgage loans. Our expectation of delinquencies is a significant assumption underlying those cash flow projections. If delinquencies were significantly greater than expected, the carrying value of our mortgage servicing rights could exceed their estimated fair value, which is based on our cash flow projections. When the carrying value of mortgage servicing rights exceeds their fair value, we would suffer a valuation adjustment, which has a negative impact on our financial results.

A further increase in delinquency rates could therefore adversely affect our business, financial condition or results of operations.

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Decreasing property values have caused an increase in loan-to-value ratios, resulting in borrowers having little or negative equity in their property, which may reduce new loan originations and provide incentive to borrowers to strategically default on their loans.

According to First American CoreLogic, from December 2006 to December 2009, the number of borrowers who owe more on a related mortgage loan than the property is worth, or have negative equity in their property, has increased from 7% to 24%. We believe that borrowers with negative equity in their properties are more likely to strategically default on mortgage loans and that a significant increase in strategic defaults could materially affect our business. Also, with the exception of loans modified under the MHA, we are unable to refinance loans with high loan-to-value ratios. Increased loan-to-value ratios could reduce our ability to originate loans for borrowers with low or negative equity and could adversely affect our business, financial condition or results of operations.

The industry in which we operate is highly competitive.

We operate in a highly competitive industry that could become even more competitive as a result of economic, legislative, regulatory and technological changes. In the servicing industry, we face competition in areas such as fees and performance in reducing delinquencies and entering successful modifications. Competition to service mortgage loans comes primarily from large commercial banks and savings institutions. These financial institutions generally have significantly greater resources and access to capital than we do, which gives them the benefit of a lower cost of funds. Additionally, our servicing competitors may decide to modify their servicing model to compete more directly with our servicing model or our servicing model may generate lower margins as a result of competition or as overall economic conditions improve.

In the mortgage loan originations industry, we face competition in such areas as mortgage loan offerings, rates, fees and customer service. Competition to originate mortgage loans comes primarily from large commercial banks and savings institutions. These financial institutions generally have significantly greater resources and access to capital than we do, which gives them the benefit of a lower cost of funds.

In addition, technological advances and heightened e-commerce activities have increased consumers’ accessibility to products and services generally. This has intensified competition among banking as well as non-banking companies in offering mortgage loans and loan servicing. We may be unable to compete successfully in our industries and this could adversely affect our business, financial condition and results of operations.

Our growth strategy depends, in part, on our ability to identify attractive acquisition opportunities, including mortgage servicing rights, subservicing contracts, servicing platforms and origination platforms.

From December 31, 2007 to September 30, 2010, we have grown the aggregate unpaid principal balance of the loans we service from $12.7 billion to $37.4 billion, primarily through acquisitions. Our servicing portfolio is subject to “run off,” meaning that mortgage loans serviced by us may be repaid at maturity, prepaid prior to maturity, refinanced with a mortgage not serviced by us or liquidated through foreclosure, deed-in-lieu of foreclosure or other liquidation process or repaid through standard amortization of principal. As a result, our ability to maintain the size of our servicing portfolio depends on our ability to originate additional mortgages and to acquire the right to service additional pools of residential mortgages. We may not be able to acquire servicing rights on terms favorable to us or at all. In determining the purchase price for servicing rights, management makes certain assumptions, many of which are beyond our control, including, among other things:

•  the rates of prepayment and repayment within the underlying pools of mortgage loans;

•  projected rates of delinquencies, defaults and liquidations;

•  future interest rates;

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•  our cost to service the loans;

•  ancillary fee income; and

•  amounts of future servicing advances.

We cannot predict how many, if any, mortgage servicing rights will be available for sale or subservicing opportunities will be available; if we will be able to acquire mortgage servicing rights from third parties, including in transactions facilitated by government-sponsored enterprises; or whether these mortgage servicing rights will be available at acceptable prices or on acceptable terms.

In addition, we have made, and expect to continue to make, significant investments in personnel and our technology platform to allow us to service additional loans. In particular, prior to acquiring a large portfolio of mortgage servicing rights, we invest significant resources in recruiting, training, technology and systems. We may not realize the expected benefits of these investments to the extent we are unable to increase the pool of residential mortgages serviced, or we do not appropriately value the mortgage servicing rights that we do purchase. Any of the foregoing could adversely affect our business, financial condition and results of operations.

We may not realize all of the anticipated benefits of potential future acquisitions.

Our ability to realize the anticipated benefits of potential future acquisitions of servicing portfolios, originations platforms and/or companies will depend, in part, on our ability to scale-up to appropriately service any such assets, and/or integrate the businesses of such acquired companies with our business. The process of acquiring assets and/or companies may disrupt our business, and may not result in the full benefits expected. The risks associated with acquisitions include, among others:

•  coordinating market functions;

•  unanticipated issues in integrating information, communications and other systems;

•  unanticipated incompatibility of purchasing, logistics, marketing and administration methods;

•  retaining key employees; and

•  the diversion of management’s attention from ongoing business concerns.

Additionally, a significant acquisition may require the raising of capital which may not be available on acceptable terms or at all.

Moreover, the success of any acquisition will depend upon our ability to effectively integrate the acquired servicing portfolios, origination platforms or businesses. We also cannot predict whether any acquired servicing portfolios, originations platforms or businesses will contribute to our revenues or earnings to any material extent or whether cost savings and synergies we expect at the time of an acquisition can be realized once the acquisition has been completed. If we inappropriately value the assets we acquire or the value of the assets we acquire declines after we acquire them, the resulting charges may negatively affect the carrying value of the assets on our balance sheet or our earnings. Furthermore, if we incur additional indebtedness to finance an acquisition, we cannot predict whether the acquired business will be able to generate sufficient cash flow to service that additional indebtedness. Unsuitable or unsuccessful acquisitions could adversely affect our business, financial condition and results of operations.

We may be unable to obtain sufficient capital to meet the financing requirements of our business.

Our financing strategy includes the use of significant leverage. Accordingly, our ability to finance our operations and repay maturing obligations rests in large part on our ability to borrow money. We are generally required to renew our financing arrangements each year, which exposes us to refinancing

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and interest rate risks. In addition, a large portion of our outstanding debt, including our MBS Advance Financing Facility, our ABS Advance Financing Facility, our MSR Notes, our $300 Million Warehouse Facility, our $100 Million Warehouse Facility, our $75 Million Warehouse Facility and our GSE ASAP+ Short-Term Financing Facility, matures prior to 2013. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Summary of Other Indebtedness.” Our ability to refinance existing debt and borrow additional funds is affected by a variety of factors including:

•  limitations imposed on us under the notes and other financing agreements that contain restrictive covenants and borrowing conditions that may limit our ability to raise additional debt;

•  the recent decline in liquidity in the credit markets;

•  prevailing interest rates;

•  the strength of the lenders from whom we borrow;

•  borrowing on advance facilities is limited by the amount of eligible collateral pledged and may be less than the borrowing capacity of the facility; and

•  accounting changes that may impact calculations of covenants in our debt agreements.

In the ordinary course of our business, we borrow money periodically to fund servicing advances and loan originations. We rely upon several counterparties to provide us with financing facilities to fund a portion of our servicing advances and to fund our loan originations. Our ability to fund current operations depends on our ability to secure these types of financings on acceptable terms and to renew or replace existing financings as they expire. Such financings may not be available with the government-sponsored enterprises or other counterparties on acceptable terms or at all.

In the ordinary course of our business, we are required to make various servicing advances to the owners of the loans we service, including P&I advances, T&I advances and/or corporate advances. Our advancing obligations could increase due to an increase in delinquency rates. Such an increase in our advancing obligations could materially affect our liquidity and increase our need for capital.

In the ordinary course of our business, we typically sell our newly-originated loans to government-sponsored enterprises or into government securitizations within 30 days of origination. To the extent that we are unable to sell our loans in such a manner, this could materially affect our liquidity and increase our need for capital.

An event of default, a negative ratings action by a rating agency, an adverse action by a regulatory authority or a general deterioration in the economy that constricts the availability of credit—similar to the market conditions that we have experienced during the last two years—may increase our cost of funds and make it difficult for us to renew existing credit facilities and obtain new lines of credit. We intend to continue to pursue opportunities to acquire loan servicing portfolios, originations platforms and/or businesses that engage in loan servicing and/or loan originations. We cannot predict the extent to which our liquidity and capital resources will be diminished by any such transactions. Additionally, we believe that a significant acquisition may require us to raise additional capital to facilitate such a transaction, which may not be available on acceptable terms or at all.

We cannot predict whether any additional financing will be available on acceptable terms or at all. If we are unable to obtain sufficient capital for any of the foregoing reasons, this could adversely affect our business, financial condition or results of operations.

We may not be able to continue to grow our loan origination volume.

Our loan origination business consists of refinancing existing loans and, increasingly, providing purchase money loans to homebuyers. The origination of purchase money mortgage loans is greatly influenced by traditional business partners in the home buying process such as realtors and builders. As a result, our ability to secure relationships with such traditional business partners will influence our ability to grow our purchase money mortgage loan volume and, thus, our loan origination business.

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We intend to grow our retail origination volume by continuing to acquire and open branch offices that originate loans in the communities in which they operate. We intend to leverage existing relationships and develop new relationships with traditional business partners in these communities to increase our referral base. Additionally, we will need to provide competitive interest rates and other terms to an increasingly sophisticated market of homebuyers. As we grow our retail origination business, we cannot assure you that we will receive the necessary volume of referrals or that we will be able to compete successfully with other retail branches in the communities. In addition, we may not recover investments made in acquiring or establishing branches or achieve margins acceptable to us.

Our wholesale origination business operates largely through third party mortgage brokers who are not contractually obligated to do business with us. Further, our competitors also have relationships with our brokers and actively compete with us in our efforts to expand our broker networks. Accordingly, we cannot assure you that we will be successful in maintaining our existing relationships or expanding our broker networks.

We are continuing to develop a Consumer Direct Retail origination platform that will market directly to potential consumers who meet our underwriting criteria. While we intend to use sales lead aggregators and Internet marketing to reach new borrowers, this Consumer Direct Retail origination platform may not succeed because of the referral-driven nature of our industry. Further, our largest customer base consists of the borrowers whose existing loans we service. Because we primarily service credit-sensitive loans, many of our existing servicing customers may not be able to qualify for prime mortgage loans with us and/or may pose a higher credit risk than other consumers. Furthermore, our Consumer Direct Retail origination platform focuses predominantly on refinancing existing mortgage loans. This type of origination activity is sensitive to increases in interest rates.

If we are unable to continue to grow our loan origination business, this could adversely affect our business, financial condition or results of operations.

Our counterparties may terminate our servicing rights and subservicing contracts.

The owners of the loans we service and the primary servicers for the loans we subservice, may, under certain circumstances, terminate our mortgage servicing rights or subservicing contracts, respectively.

As is standard in the industry, under the terms of our master servicing agreement with government-sponsored enterprises, they have the right to terminate us as servicer of the loans we service on their behalf at any time and also have the right to cause us to sell the mortgage servicing rights to a third party. In addition, they may also have the right to require us to assign the mortgage servicing rights to a subsidiary and to sell our equity interest in the subsidiary to a third party. Under our subservicing contracts, the primary servicers for whom we conduct subservicing activities have the right to terminate our subservicing rights with or without cause, with little notice and little to no compensation. In November and December 2010, through our relationship with the same government-sponsored enterprise, we acquired subservicing rights totaling approximately $25 billion in unpaid principal balance. We expect to continue to acquire subservicing rights, which could exacerbate these risks.

If we were to have our servicing or subservicing rights terminated on a material portion of our servicing portfolio, this could adversely affect our business, financial condition and results of operations.

Federal, state and local laws and regulations may materially adversely affect our business.

Federal, state and local governments have recently proposed or enacted numerous laws, regulations and rules related to mortgage loans generally, and foreclosure actions in particular. These laws, regulations and rules may result in delays in the foreclosure process, reduced payments by borrowers, modification of the original terms of mortgage loans, permanent forgiveness of debt and/or

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increased servicing advances. In some cases, local governments have ordered moratoriums on foreclosure activity, which prevent a servicer or trustee, as applicable, from exercising any remedies they might have in respect of liquidating a severely delinquent mortgage loan. Several courts also have taken unprecedented steps to slow the foreclosure process or prevent foreclosure altogether.

Due to the highly regulated nature of the residential mortgage industry, we are required to comply with a wide array of federal, state and local laws and regulations that regulate, among other things, the manner in which we conduct our servicing and originations business and the fees we may charge. These regulations directly impact our business and require constant compliance, monitoring and internal and external audits. A material failure to comply with any of these laws or regulations could subject us to lawsuits or governmental action, and this could adversely affect our business, financial condition and results of operations.

Because we are not a depository institution, we do not benefit from a federal exemption to state mortgage banking, loan servicing or debt collection licensing and regulatory requirements. We must comply with state licensing requirements in all fifty states and the District of Columbia, and we are sensitive to regulatory changes that may increase our costs through stricter licensing laws, disclosure laws or increased fees or that may impose conditions to licensing that we or our personnel are unable to meet. Future state legislation and changes in regulation may significantly increase the compliance costs on our operations or reduce the amount of ancillary fees, including late fees that we may charge to borrowers. This could make our business cost-prohibitive in the affected state or states and could materially affect our business.

There are federal and state legislative proposals pending or under consideration that could, if enacted, require loan originators to retain a minimum beneficial interest in mortgage-backed securities that they sell through a securitization. Due to the volume of our origination business, any such legal requirement would result in us retaining a larger amount of mortgage-backed securities on our balance sheet and could materially affect our financial condition and results of operations. Additionally, proposed federal legislation would permit borrowers in bankruptcy to restructure mortgage loans secured by primary residences. Bankruptcy courts could, if this legislation is enacted, reduce the principal balance of a mortgage loan that is secured by a lien on mortgaged property, reduce the mortgage interest rate, extend the term to maturity or otherwise modify the terms of a bankrupt borrower’s mortgage loan.

In addition, there continue to be changes in legislation and licensing in an effort to simplify the consumer mortgage experience, which require technology changes and additional implementation costs for loan originators. We expect legislative changes will continue in the foreseeable future, which may increase our operating expenses.

Any of these changes in the law could adversely affect our business, financial condition or results of operations. See “Business—Regulation.”

We may be required to repurchase loans we originated, or will originate, if our loans fail to meet certain criteria or characteristics or under other circumstances.

The indentures governing our securitized pools of loans and our contracts with purchasers of our whole loans contain provisions that require us to repurchase the related loans under certain circumstances. While our contracts vary, they contain provisions that require us to repurchase loans if:

•  Our representations and warranties concerning loan quality and loan circumstances are inaccurate, including representations concerning the licensing of a mortgage broker;

•  We fail to secure adequate mortgage insurance within a certain period after closing;

•  A mortgage insurance provider denies coverage; and

•  We fail to comply, at the individual loan level or otherwise, with regulatory requirements in the current dynamic regulatory environment.

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We believe that, as a result of the current market environment, many purchasers of residential mortgage loans are particularly aware of the conditions under which servicers must repurchase loans and would benefit from enforcing any repurchase remedies that they may have. If we are required to repurchase a significant amount of loans that we originate and sell or securitize, this could adversely affect our business, financial condition or results of operations.

We may incur litigation costs and related losses if the validity of a foreclosure action is challenged by a borrower or if a court overturns a foreclosure.

We may incur costs if we are required to, or if we elect to re-execute or re-file documents or take other action in our capacity as a servicer in connection with pending or completed foreclosures. We may incur litigation costs if the validity of a foreclosure action is challenged by a borrower. If a court were to overturn a foreclosure because of errors or deficiencies in the foreclosure process, we may have liability to a title insurer of the property sold in foreclosure. These costs and liabilities may not be legally or otherwise reimbursable to us, particularly to the extent they relate to securitized mortgage loans. In addition, if certain documents required for a foreclosure action are missing or defective, we could be obligated to cure the defect or repurchase the loan. A significant increase in litigation costs could may adversely affect our liquidity, and our inability to be reimbursed for an advance could adversely affect our business, financial condition or results of operations.

We are required to follow the guidelines of the government-sponsored enterprises with which we do business, and we are not able to negotiate our fees with these entities for the purchase of our loans. Our competitors may be able to sell their loans to these entities on more favorable terms.

Even though we currently only originate prime agency and government conforming loans, because we previously originated non-prime mortgage loans, we believe that we are required to pay a higher fee to access the secondary market for selling our loans to government-sponsored enterprises. We believe that because many of our competitors have always originated prime loans, they are able to sell newly originated loans on more favorable terms than us. As a result, these competitors are able to earn higher margins than we earn on originated loans, which could materially impact our business.

In our transactions with government-sponsored enterprises, we are required to follow specific guidelines that impact the way we service and originate mortgage loans including:

•  our staffing levels and other servicing practices;

•  the servicing and ancillary fees that we may charge;

•  our modification standards and procedures; and

•  the amount of advances reimbursable.

We cannot negotiate these terms with the government-sponsored enterprises and they are subject to change at any time. A significant change in these guidelines that has the effect of decreasing our fees or requires us to expend additional resources in providing mortgage services could decrease our revenues or increase our costs, which could adversely affect our business, financial condition or results of operations.

We are required to make servicing advances that can be subject to delays in recovery or may not be recoverable in certain circumstances.

During any period in which a borrower is not making payments, we are required under most of our servicing agreements to advance our own funds to meet contractual principal and interest remittance requirements for investors, pay property taxes and insurance premiums, legal expenses and other protective advances. We also advance funds to maintain, repair and market real estate properties on behalf of investors. As home values change, we may have to reconsider certain of the assumptions

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underlying our decisions to make advances and, in certain situations, our contractual obligations may require us to make certain advances for which we may not be reimbursed. In addition, in the event a mortgage loan serviced by us defaults or becomes delinquent, the repayment to us of the advance may be delayed until the mortgage loan is repaid or refinanced or a foreclosure occurs. A delay in our ability to collect an advance may adversely affect our liquidity, and our inability to be reimbursed for an advance could adversely affect our business, financial condition or results of operations.

Changes to government mortgage modification programs may adversely affect future incremental revenues.

Under HAMP and similar government programs, a participating servicer may be entitled to receive financial incentives in connection with any modification plans it enters into with eligible borrowers and subsequent “pay for success” fees to the extent that a borrower remains current in any agreed upon loan modification. While we participate in and dedicate numerous resources to HAMP, there is no guarantee that we will continue to participate in or realize future revenues from HAMP or any other government mortgage modification program. Changes in legislation regarding HAMP that result in the modification of outstanding mortgage loans, and changes in the requirements necessary to qualify for refinancing mortgage loans may impact the extent to which we participate in and receive financial benefits from such programs, may increase the expense of participating in such programs. Changes in governmental loan modification programs could also result in an increase to our costs.

Under the MHA, a participating servicer may receive a financial incentive to modify qualifying loans, in accordance with the plan’s guidelines and requirements. The MHA also allows us to refinance loans with a high loan-to-value ratio of up to 125%. This allows us to refinance loans to existing borrowers who have little or negative equity in their homes. Changes in legislation or regulations regarding the MHA could reduce our volume of refinancing originations to borrowers with little or negative equity in their homes. Changes to HAMP, the MHA and other similar programs are uncertain, and any material changes to these programs could adversely affect our business, financial condition or results of operations.

Our business would be adversely affected if we lost our licenses.

Our operations are subject to regulation, supervision and licensing under various federal, state and local statutes, ordinances and regulations. In most states in which we operate, a regulatory agency regulates and enforces laws relating to mortgage servicing companies and mortgage origination companies such as us. These rules and regulations generally provide for licensing as a mortgage servicing company, mortgage origination company or third party debt collector, as applicable, requirements as to the form and content of contracts and other documentation, licensing of our employees and employee hiring background checks, licensing of independent contractors with whom we contract, restrictions on collection practices, disclosure and record-keeping requirements and enforcement of borrowers’ rights. In certain states, we are subject to periodic examination by state regulatory authorities. Some states in which we operate require special licensing or provide extensive regulation of our business.

We believe that we maintain all material licenses and permits required for our current operations and are in substantial compliance with all applicable federal, state and local regulations. There can be no assurance, however, that we will be able to maintain all requisite licenses and permits, and the failure to satisfy those and other regulatory requirements could result in a default under our servicing agreements and have a material adverse effect on our operations. There can be no assurance that states that currently do not provide extensive regulation of our business would not later choose to do so, and if such states so acted, that we would be able to obtain or maintain all requisite licenses and permits. The failure to satisfy those and other regulatory requirements could result in a default under our servicing agreements and have a material adverse effect on our operations. Furthermore, the adoption of additional, or the revision of existing, rules and regulations could adversely affect our business, financial condition or results of operations.

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We are highly dependent upon programs administered by government-sponsored enterprises such as Fannie Mae and Freddie Mac to generate revenues through mortgage loan sales to institutional investors. Any changes in existing U.S. government-sponsored mortgage programs could materially and adversely affect our business, financial position, results of operations or cash flows.

Our ability to generate revenues through mortgage loan sales to institutional investors depends to a significant degree on programs administered by government-sponsored enterprises, such as Fannie Mae and Freddie Mac, a government agency, Ginnie Mae, and others that facilitate the issuance of mortgage-backed securities in the secondary market. These government-sponsored enterprises play a critical role in the residential mortgage industry, and we have significant business relationships with many of them. Almost all of the conforming loans that we originate qualify under existing standards for inclusion in guaranteed mortgage securities backed by government-sponsored enterprises. We also derive other material financial benefits from these relationships, including the assumption of credit risk by these government-sponsored enterprises on loans included in such mortgage securities in exchange for our payment of guarantee fees and the ability to avoid certain loan inventory finance costs through streamlined loan funding and sale procedures.

Any discontinuation of, or significant reduction in, the operation of these government- sponsored enterprises or any significant adverse change in the level of activity in the secondary mortgage market or the underwriting criteria of these government-sponsored enterprises could adversely affect our business, financial condition or results of operations.

The conservatorship of Fannie Mae and Freddie Mac and related efforts, along with any changes in laws and regulations affecting the relationship between Fannie Mae and Freddie Mac and the U.S. federal government, may adversely affect our business and prospects.

Due to increased market concerns about the ability of Fannie Mae and Freddie Mac to withstand future credit losses associated with securities held in their investment portfolios, and on which they provide guarantees, without the direct support of the U.S. federal government, on July 30, 2008, the government passed the Housing and Economic Recovery Act of 2008. On September 7, 2008, the Federal Housing Finance Agency, or the FHFA, placed Fannie Mae and Freddie Mac into conservatorship and, together with the U.S. Treasury, established a program designed to boost investor confidence in their respective debt and mortgage-backed securities. As the conservator of Fannie Mae and Freddie Mac, the FHFA controls and directs the operations of Fannie Mae and Freddie Mac and may (i) take over the assets of and operate Fannie Mae and Freddie Mac with all the powers of the shareholders, the directors and the officers of Fannie Mae and Freddie Mac and conduct all business of Fannie Mae and Freddie Mac; (ii) collect all obligations and money due to Fannie Mae and Freddie Mac; (iii) perform all functions of Fannie Mae and Freddie Mac which are consistent with the conservator’s appointment; (iv) preserve and conserve the assets and property of Fannie Mae and Freddie Mac; and (v) contract for assistance in fulfilling any function, activity, action or duty of the conservator.

In addition to the FHFA becoming the conservator of Fannie Mae and Freddie Mac, the U.S. Treasury and the FHFA have entered into preferred stock purchase agreements between the U.S. Treasury and Fannie Mae and Freddie Mac pursuant to which the U.S. Treasury will ensure that each of Fannie Mae and Freddie Mac maintains a positive net worth.

Although the U.S. Treasury has committed capital to Fannie Mae and Freddie Mac, there can be no assurance that these actions will be adequate for their needs. If these actions are inadequate, Fannie Mae and Freddie Mac could continue to suffer losses and could fail to honor their guarantees and other obligations. The future roles of Fannie Mae and Freddie Mac could be significantly reduced and the nature of their guarantees could be considerably limited relative to historical measurements. Any changes to the nature of the guarantees provided by Fannie Mae and Freddie Mac could redefine what constitute agency and government conforming mortgage-backed securities and could have broad

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adverse market implications. Such market implications could adversely affect our business, financial condition or results of operations.

The geographic concentration of our servicing portfolio may result in a higher rate of delinquencies and may affect our financial condition.

As of September 30, 2010, approximately 15.3%, 12.4% and 7.0% of the aggregate outstanding loan balance in our servicing portfolio is secured by properties located in California, Florida and Texas, respectively. Some of these states have experienced severe declines in property values and are experiencing a disproportionately high rate of delinquencies and foreclosures relative to other states. To the extent that these states continue to experience weaker economic conditions or greater rates of decline in real estate values than the United States generally, a concentration of the loans we service in those regions may be expected to increase the effect of the risks listed in this “Risk Factors” section. We can neither quantify the impact of any recent property value declines, nor predict whether, to what extent or for how long declines may continue. Additionally, if states in which we have greater concentrations of business were to change their licensing or other regulatory requirements to make our business cost prohibitive, this could require us to stop doing business in those states or increase the cost of doing business in those states and could adversely affect our business, financial condition or results of operations.

We use financial models and estimates in determining the fair value of certain assets, such as mortgage servicing rights and investments in debt securities. If our estimates or assumptions prove to be incorrect, we may be required to record impairment charges, which could adversely affect our earnings.

We use internal financial models that utilize, wherever possible, market participant data to value certain of our assets, including our mortgage servicing rights, newly originated loans held for sale and investments in debt securities for purposes of financial reporting. These models are complex and use asset-specific collateral data and market inputs for interest and discount rates. In addition, the modeling requirements of mortgage servicing rights are complex because of the high number of variables that drive cash flows associated with mortgage servicing rights. Even if the general accuracy of our valuation models is validated, valuations are highly dependent upon the reasonableness of our assumptions and the predictability of the relationships that drive the results of the models. If loan loss levels are higher than anticipated, due to an increase in delinquencies or prepayment speeds, or financial market illiquidity continues beyond our estimate, the value of certain of our assets may decrease. We may be required to record impairment charges, which could impact our ability to satisfy minimum net worth covenants of $150.0 million and borrowing conditions in our debt agreements and adversely affect our business, financial condition or results of operations. Errors in our financial models or changes in assumptions could adversely affect our business, financial condition or results of operations.

Our earnings may decrease because of changes in prevailing interest rates.

Our profitability is directly affected by changes in prevailing interest rates. The following are the material risks we face related to changes in prevailing interest rates:

•  an increase in prevailing interest rates could generate an increase in delinquency, default and foreclosure rates resulting in an increase in both operating expenses and interest expense and could cause a reduction in the value of our assets;

•  a substantial and sustained increase in prevailing interest rates could adversely affect our loan origination volume because refinancing an existing loan would be less attractive for homeowners and qualifying for a loan may be more difficult for consumers;

•  an increase in prevailing interest rates would increase the cost of servicing our outstanding debt, including our ability to finance servicing advances and loan originations;

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•  a decrease in prevailing interest rates may require us to record a decrease in the value of our mortgage servicing rights; and

•  a change in prevailing interest rates could impact our earnings from our custodial deposit accounts.

Any such change in prevailing interest rates could adversely affect our business, financial condition or results of operations.

Our hedging strategies may not be successful in mitigating our risks associated with interest rates.

From time to time, we have used various derivative financial instruments to provide a level of protection against interest rate risks, but no hedging strategy can protect us completely. The derivative financial instruments that we select may not have the effect of reducing our interest rate risks. In addition, the nature and timing of hedging transactions may influence the effectiveness of these strategies. Poorly designed strategies, improperly executed and documented transactions or inaccurate assumptions could actually increase our risks and losses. In addition, hedging strategies involve transaction and other costs. We cannot be assured that our hedging strategies and the derivatives that we use will adequately offset the risks of interest rate volatility or that our hedging transactions will not result in or magnify losses. Furthermore, interest rate derivatives may not be available at all, or at favorable terms, particularly during economic downturns. Any of the foregoing risks could adversely affect our business, financial condition or results of operations.

A downgrade in our servicer ratings could have an adverse effect on our business, financial condition or results of operations.

Standard & Poor’s and Fitch rate us as a residential loan servicer. Our current favorable ratings from the rating agencies are important to the conduct of our loan servicing business. We can provide no assurance that these ratings will not be downgraded in the future. Any such downgrade could adversely affect our business, financial condition or results of operations.

We depend on the accuracy and completeness of information about borrowers and counterparties.

In deciding whether to extend credit or to enter into other transactions with borrowers and counterparties, we may rely on information furnished to us by or on behalf of borrowers and counterparties, including financial statements and other financial information. We also may rely on representations of borrowers and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. We additionally rely on representations from public officials concerning the licensing and good standing of the third party mortgage brokers through whom we do business. While we have a practice of independently verifying the borrower information that we use in deciding whether to extend credit or to agree to a loan modification, including employment, assets, income and credit score, if any of this information is intentionally or negligently misrepresented and such misrepresentation is not detected prior to loan funding, the value of the loan may be significantly lower than expected. Whether a misrepresentation is made by the loan applicant, the mortgage broker, another third party or one of our employees, we generally bear the risk of loss associated with the misrepresentation. We have controls and processes designed to help us identify misrepresented information in our loan origination operations. We cannot assure you, however, that we have detected or will detect all misrepresented information in our loan originations and/or our business partners. Any such misrepresented information could adversely affect our business, financial condition or results of operations.

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Technology failures could damage our business operations and increase our costs.

The financial services industry as a whole is characterized by rapidly changing technologies, and system disruptions and failures caused by fire, power loss, telecommunications failures, unauthorized intrusion, computer viruses and disabling devices, natural disasters and other similar events, may interrupt or delay our ability to provide services to our borrowers. Security breaches, acts of vandalism and developments in computer capabilities could result in a compromise or breach of the technology that we use to protect our borrowers’ personal information and transaction data. Systems failures could cause us to incur significant costs and this could adversely affect our business, financial condition or results of operations.

The success and growth of our business will depend upon our ability to adapt to and implement technological changes.

Our mortgage loan origination business is currently dependent upon our ability to effectively interface with our brokers, borrowers and other third parties and to efficiently process loan applications and closings. The origination process is becoming more dependent upon technological advancement, such as our continued ability to process applications over the Internet, accept electronic signatures, provide process status updates instantly and other borrower-expected conveniences. Maintaining and improving this new technology and becoming proficient with it may also require significant capital expenditures. As these requirements increase in the future, we will have to fully develop these technological capabilities to remain competitive and any failure to do so could adversely affect our business, financial condition or results of operations.

Any failure of our internal security measures or breach of our privacy protections could cause harm to our reputation and subject us to liability.

In the ordinary course of our business, we receive and store certain confidential information concerning borrowers. Additionally, we enter into third party partnerships to assist with various aspects of our business, some of which require the exchange of confidential borrower information. If a third party were to compromise or breach our security measures or those of the vendors, through electronic, physical or other means, and misappropriate such information, it could cause interruptions in our operations, expose us to significant liabilities, reporting obligations, remediation costs and damage to our reputation. Any of the foregoing could adversely affect our business, financial condition or results of operations.

Our vendor relationships subject us to a variety of risks.

We have significant vendors that, among other things, provide us with financial, technology and other services to support our servicing and originations businesses. With respect to vendors engaged to perform activities required by servicing criteria, we have elected to take responsibility for assessing compliance with the applicable servicing criteria for the applicable vendor and are required to have procedures in place to provide reasonable assurance that the vendor’s activities comply in all material respects with servicing criteria applicable to the vendor. In the event that a vendor’s activities do not comply with the servicing criteria, it could negatively impact our servicing agreements. In addition, if our current vendors were to stop providing services to us on acceptable terms, including as a result of one or more vendor bankruptcies due to poor economic conditions, we may be unable to procure alternatives from other vendors in a timely and efficient manner and on acceptable terms, or at all. Further, we may incur significant costs to resolve any such disruptions in service and this could adversely affect our business, financial condition or results of operations.

The loss of the services of our senior managers could have an adverse effect on our business.

The experience of our senior managers is a valuable asset to us. Our management team has an average of approximately 25 years of experience in the residential mortgage origination and servicing

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industry and has been with us for an average of approximately 10 years. We do not maintain key life insurance policies relating to our senior managers. The loss of the services of our senior managers could adversely affect our business, financial condition or results of operations.

Our historical financial statements do not reflect payments for income taxes.

Our historical financial statements set forth in this prospectus do not reflect any payments for income taxes. The indenture governing the notes permits us to distribute to our equity holders amounts (based generally on a hypothetical calculation of combined federal, state and local income taxes we would owe if we were taxable as a corporation) to pay their income taxes for so long as we are treated as a disregarded entity or partnership for income tax purposes. If we become taxable as a corporation, the indenture governing the notes generally will permit us to pay our combined tax group’s federal, state and local income taxes. See “Description of the New Notes—Limitation on Restricted Payments.”

Our business could suffer if we fail to attract and retain a highly skilled workforce.

Our future success will depend on our ability to identify, hire, develop, motivate and retain highly qualified personnel for all areas of our organization, in particular skilled managers, loan servicers, debt collectors, loan officers and underwriters. Trained and experienced personnel are in high demand, and may be in short supply in some areas. Many of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment. In addition, we invest significant time and expense in training our employees, which increases their value to competitors who may seek to recruit them. We cannot assure you that we will be able to attract, develop and maintain an adequate skilled workforce necessary to operate our businesses, or that labor expenses will not increase as a result of a shortage in the supply of qualified personnel. If we are unable to attract and retain such personnel, we may not be able to take advantage of acquisitions and other growth opportunities that may be presented to us and this could materially affect our business, financial condition or results of operations.

Legal proceedings and related costs could adversely affect our financial results.

We are routinely involved in legal proceedings concerning matters that arise in the ordinary course of our business. The outcome of these proceedings cannot be predicted with certainty. In addition, a number of participants in our industry have been the subject of class action lawsuits and regulatory actions by states’ attorneys general. Litigation and other proceedings may require that we pay settlement costs, damages, penalties or other charges, which could adversely affect our financial results. See “Business—Legal Proceedings.”

Negative public opinion could damage our reputation and adversely affect our earnings.

Reputation risk, or the risk to our business, earnings and capital from negative public opinion, is inherent in our business. Negative public opinion can result from our actual or alleged conduct in any number of activities, including lending and debt collection practices, corporate governance, and from actions taken by government regulators and community organizations in response to those activities. Negative public opinion can also result from media coverage, whether accurate or not. Negative public opinion can adversely affect our ability to attract and retain customers, trading counterparties and employees and can expose us to litigation and regulatory action. Although we take steps to minimize reputation risk in dealing with our customers and communities, this risk will always be present in our organization.

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Fortress indirectly controls our sole equityholder and there may be situations in which the interests of Fortress and the holders of the notes will not be aligned.

FIF HE Holdings, LLC, a holding company, is our sole member, owning 100% of our outstanding membership interests. FIF HE Holdings, LLC, in turn, is owned by certain private equity funds managed by an affiliate of Fortress and our past and present management. As a result, Fortress is able to control our business direction and policies, including mergers, acquisitions and consolidations with third parties and the sale of all or substantially all of our assets. Consequently, circumstances may arise in which the interests of Fortress could be in conflict with your interests as a holder of the notes, and Fortress may pursue transactions that, in their judgment, could enhance their equity investment, even though the transaction might involve risks to holders of the notes.

Risks Related to the New Notes

Our substantial indebtedness may limit our financial and operating activities and our ability to incur additional debt to fund future needs.

As of September 30, 2010, we and our guarantors had approximately $1,601.9 million of total indebtedness and unfunded availability of approximately $584.8 million under our various financing facilities. Our substantial indebtedness and any future indebtedness we incur could:

•  require us to dedicate a substantial portion of cash flow from operations to the payment of principal and interest on indebtedness, including indebtedness we may incur in the future, thereby reducing the funds available for other purposes;

•  make it more difficult for us to satisfy and comply with our obligations with respect to the notes;

•  subject us to increased sensitivity to increases in prevailing interest rates;

•  place us at a competitive disadvantage to competitors with relatively less debt in economic downturns, adverse industry conditions or catastrophic external events; or

•  reduce our flexibility in planning for or responding to changing business, industry and economic conditions.

In addition, our substantial level of indebtedness could limit our ability to obtain additional financing on acceptable terms or at all to fund future acquisitions, working capital, capital expenditures, debt service requirements, general corporate and other purposes, which would have a material effect on our business and financial condition. Our liquidity needs could vary significantly and may be affected by general economic conditions, industry trends, performance and many other factors not within our control.

Our substantial obligations could have other important consequences. For example, our failure to comply with the restrictive covenants in the agreements governing our indebtedness, including the indenture governing the notes, which limit our ability to incur liens, to incur debt and to sell assets, could result in an event of default that, if not cured or waived, could harm our business or prospects and could result in our bankruptcy.

We may incur more debt, which could exacerbate the risks described above.

We and our subsidiaries are able to incur additional indebtedness in the future, subject to the limitations contained in the agreements governing our indebtedness, including the indenture governing the notes. Although these agreements generally restrict us and our restricted subsidiaries from incurring additional indebtedness, these restrictions are subject to important exceptions and qualifications. If we or our subsidiaries incur additional debt, the related risks could be magnified.

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We may not be able to generate sufficient cash flow to meet our debt service obligations including the notes.

Our ability to generate sufficient cash flow from operations to make scheduled payments on our debt obligations including the notes will depend on our current and future financial performance, which is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. If we do not generate sufficient cash flow from operations to satisfy our debt obligations, including interest payments and the payment of principal at maturity, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets, reducing or delaying capital investments or seeking to raise additional capital. We cannot provide assurance that any refinancing would be possible, that any assets could be sold, or, if sold, of the timeliness and amount of proceeds realized from those sales, that additional financing could be obtained on acceptable terms, if at all, or that additional financing would be permitted under the terms of our various debt instruments then in effect. Furthermore, our ability to refinance would depend upon the condition of the finance and credit markets. Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our obligations on commercially reasonable terms or on a timely basis, would materially affect our business, financial condition or results of operations.

In addition, we are dependent on the cash flow of and dividends and distributions to us from our subsidiaries in order to service our current indebtedness. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to any indebtedness of ours or to make any funds available therefor, except for those subsidiaries that have guaranteed our obligations under our outstanding indebtedness and that will guarantee our obligations under the notes. The ability of our subsidiaries to pay any dividends and distributions will be subject to, among other things, the terms of any debt instruments of our subsidiaries then in effect as well as applicable law. There can be no assurance that our subsidiaries will generate cash flow sufficient to pay dividends or distributions to us that enable us to pay interest or principal on our existing indebtedness or the notes.

We may be unable to repay or repurchase the notes at maturity.

At maturity, the entire outstanding principal amount of the notes, together with accrued and unpaid interest, will become due and payable. We may not have the funds to fulfill these obligations or the ability to renegotiate these obligations. If upon the maturity date other arrangements prohibit us from repaying the notes, we could try to obtain waivers of such prohibitions from the lenders and holders under those arrangements, or we could attempt to refinance the borrowings that contain the restrictions. In these circumstances, if we were not able to obtain such waivers or refinance these borrowings, we would be unable to repay the notes.

The indenture governing the notes, as well as other agreements governing our debt, include provisions that may restrict our financial and business operations, but may not necessarily restrict our ability to take actions that may impair our ability to repay the notes.

The agreements governing our indebtedness, including our servicing advance facilities that relate to servicing loan portfolios, our warehouse facilities that relate to originating mortgage loans, the notes we issued to finance our purchase of a portfolio of mortgage servicing rights and the indenture that will govern the notes, contain negative covenants customary for such financings, such as limiting our ability to sell or dispose of assets, incur additional indebtedness or liens, make certain restricted payments, make certain investments, consummate mergers, consolidations or other business combinations or engage in other lines of business. These restrictions may interfere with our ability to engage in other necessary or desirable business activities, which could materially affect our business, financial condition or results of operations.

Our financing facilities also require us to comply with certain financial ratios and covenants, such as maximum leverage ratios, minimum tangible net worth, minimum liquidity and positive earnings

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covenants. In addition, availability under certain of our financing facilities is limited by borrowing base and minimum collateral conditions. Our ability to comply with these covenants depends on our financial condition and performance and also is subject to events outside our control. Asset write-downs, other non-cash charges and other one-time events also impact our ability to comply with these covenants. In addition, these restrictions may interfere with our ability to obtain financing or to engage in other necessary or desirable business activities, which may have a material effect on our operations. These covenants are subject to important exceptions and qualifications. Moreover, if we fail to comply with these covenants and are unable to obtain a waiver or amendment, an event of default would result.

Our financing facilities and other debt agreements, including the indenture governing the notes, also contain other events of default customary for such financings. In addition, as a servicer, we are required to observe and perform the covenants and obligations in the agreements under which we service loans. As a servicer, we also have obligations under Regulation AB under the Securities Act. Failure to service in accordance with these requirements may lead to an event of default under our credit facilities. We cannot provide assurance that we would have sufficient liquidity to repay or refinance the notes or borrowings under our credit facilities if such amounts were accelerated upon an event of default. If we are unable to service our debt, this could materially affect our business, financial condition or results of operations.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the notes.

Any default under the agreements covering our indebtedness that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness, could make us unable to pay the principal, premium, if any, and interest on the notes and substantially decrease the market value of the notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain alternative financing necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness, we would be in default under the terms of the agreements governing such indebtedness, which could also result in an event of default under other financing agreements. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, or we could be forced to apply all available cash flows to repay such indebtedness, and, in any case, we could ultimately be forced into bankruptcy or liquidation.

The repayment of the notes will be effectively subordinated to substantially all of our existing and future secured debt and the existing and future secured debt of our subsidiaries.

The notes, and each guarantee of the notes, will be unsecured obligations. The notes, and any other unsecured debt securities issued by us, will be effectively junior in right of payment to all secured indebtedness. In the event of our bankruptcy, or the bankruptcy of our subsidiaries or special purpose vehicles, holders of any secured indebtedness of ours or of our subsidiaries will have claims that are prior to the claims of the holders of any debt securities issued by us with respect to the assets securing our other indebtedness. As of September 30, 2010, the aggregate carrying value of our and our subsidiaries’ secured indebtedness was approximately $1,176.2 million.

If we defaulted on our obligations under any of our secured debt, our secured lenders could proceed against the collateral granted to them to secure that indebtedness. If any secured indebtedness were to be accelerated, there can be no assurance that our assets would be sufficient to repay in full that indebtedness and our other indebtedness, including the notes. In addition, upon any distribution of assets pursuant to any liquidation, insolvency, dissolution, reorganization or similar proceeding, the holders of secured indebtedness will be entitled to receive payment in full from the proceeds of the collateral securing our secured indebtedness before the holders of the notes will be entitled to receive any payment with respect thereto. As a result, the holders of the notes may recover proportionally less than holders of secured indebtedness.

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The notes and related subsidiary guarantees will effectively be subordinated to indebtedness of our existing and future non-guarantor subsidiaries.

Not all of our subsidiaries will guarantee the notes. The notes will be effectively subordinated to all indebtedness and other liabilities and commitments, including trade payables, of our existing and future subsidiaries that do not guarantee the notes. Any right of the holders of the notes to participate in the assets of a non-guarantor subsidiary upon any liquidation or reorganization of the subsidiary will be subject to the prior claims of the subsidiary’s creditors.

As of the date of this prospectus, Nationstar Home Equity Loan Trust 2009-A; Nationstar Home Equity Loan 2009-A REO LLC; Nationstar Residual, LLC; Nationstar Advance Funding II, LLC; Nationstar Mortgage Advance Receivables Trust 2009-ADV1; Nationstar Mortgage Advance Receivables Trust 2010-ADV1; Nationstar Funding LLC and Nationstar Advance Funding LLC are our non-guarantor subsidiaries. Non-guarantor subsidiaries held approximately 54.1% of our total assets as of September 30, 2010.

Unrestricted subsidiaries generally will not be subject to any of the covenants in the indenture and will not guarantee the notes, and we may not be able to rely on the cash flow or assets of those unrestricted subsidiaries to pay our indebtedness.

Subject to compliance with the restrictive covenants contained in the indenture governing the notes, we will be permitted to designate certain of our subsidiaries as unrestricted subsidiaries. If we designate a subsidiary guarantor as an unrestricted subsidiary for purposes of the indenture governing the notes, any guarantees of the notes by such subsidiary or any of its subsidiaries will be released under the indenture. As a result, the creditors of the unrestricted subsidiary and its subsidiaries will have a senior claim on the assets of such unrestricted subsidiary and its subsidiaries.

Unrestricted subsidiaries will generally not be subject to the covenants under the indenture governing the notes and will not guarantee the notes. Unrestricted subsidiaries may enter into financing arrangements that limit their ability to make loans or other payments to fund payments in respect of the notes. Accordingly, we may not be able to rely on the cash flow or assets of unrestricted subsidiaries to pay any of our indebtedness, including the notes.

As of the date of this prospectus there are no unrestricted subsidiaries.

Your right to be repaid would be adversely affected if a court determined that any of our subsidiaries made any guarantee for inadequate consideration or with the intent to defraud creditors.

Under the federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, any guarantee made by any of our subsidiaries could be voided, or claims under the guarantee made by any of our subsidiaries could be subordinated to all other obligations of any such subsidiary, if the subsidiary, at the time it incurred the obligations under the guarantee:

•  incurred the obligations with the intent to hinder, delay or defraud creditors; or

•  received less than reasonably equivalent value in exchange for incurring those obligations; and

•  was insolvent or rendered insolvent by reason of that incurrence;

•  was engaged in a business or transaction for which the subsidiary’s remaining assets constituted unreasonably small capital; or

•  intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.

A legal challenge to the obligations under any guarantee on fraudulent conveyance grounds could focus on any benefits received in exchange for the incurrence of those obligations. A guarantee could be subject to the claim that, since the guarantee was incurred for our benefit and only indirectly

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for the benefit of the guarantor, the obligations of the applicable guarantor were incurred for less than fair consideration. The liability of each guarantor under the indenture will be limited to the amount that will result in its guarantee not constituting a fraudulent conveyance, and there can be no assurance as to what standard a court would apply in making a determination as to what would be the maximum liability of each guarantor. We believe that each of our subsidiaries making a guarantee will receive reasonably equivalent value for incurring the guarantee, but a court may disagree with our conclusion.

The measures of insolvency for purposes of the fraudulent transfer laws vary depending on the law applied in the proceeding to determine whether a fraudulent transfer has occurred. Generally, however, an entity would be considered insolvent if:

•  the sum of its debts, including contingent liabilities, is greater than the fair saleable value of all of its assets;

•  the present fair saleable value of its assets is less than the amount that would be required to pay its probable liabilities on its existing debts, including contingent liabilities, as they become absolute and mature; or

•  it cannot pay its debts as they become due.

The credit ratings assigned to the notes may not reflect all risks of an investment in the notes.

The credit ratings assigned to the notes reflect the rating agencies’ assessments of our ability to make payments on the notes when due. Consequently, actual or anticipated changes in these credit ratings will generally affect the market value of the notes. These credit ratings, however, may not reflect the potential impact of risks related to structure, market or other factors related to the value of the notes.

We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture governing the notes.

Upon the occurrence of a “change of control,” as defined in the indenture governing the notes, we must offer to buy back the notes at a price equal to 101% of the principal amount, together with any accrued and unpaid interest and special interest, if any, to the date of the repurchase. Our failure to purchase, or give notice of purchase of, the notes would be a default under the indenture governing the notes. See “Description of New Notes—Repurchase at the Option of Holders—Change of Control.”

If a change of control occurs, it is possible that we may not have sufficient assets at the time of the change of control to make the required repurchase of notes or to satisfy all obligations under our other debt instruments, including future debt instruments. In order to satisfy our obligations, we could seek to refinance our indebtedness or obtain a waiver from the other lenders or you as a holder of the notes. We cannot assure you that we would be able to obtain a waiver or refinance our indebtedness on terms acceptable to us, if at all. Our failure to repurchase any notes submitted in a change of control offer could constitute an event of default under our other debt documents, even if the change of control offer itself would not cause a default under the indenture governing the notes.

The change of control provision in the indenture may not protect you in the event we consummate a highly leveraged transaction, reorganization, restructuring, merger or other similar transaction, unless such transaction constitutes a change of control under the indenture. Such a transaction may not involve a change in voting power or beneficial ownership or, even if it does, may not involve a change of the magnitude required under the definition of a change of control triggering event in the indenture to trigger our obligation to repurchase the notes.

There is no established trading market for the notes. If an actual trading market does not develop for the notes, you may not be able to resell the notes quickly, for the price that you paid or at all.

The notes are a new issue of securities and therefore there is no established trading market for the notes, and an active trading market may not develop. We do not intend to apply for the notes to

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be listed on any securities exchange or to arrange for any quotation on any automated dealer quotation systems. The initial purchasers have advised us that they intend to make a market in the notes, but they are not obligated to do so. The initial purchasers may discontinue any market making in the notes at any time, at their sole discretion. As a result, we cannot assure you as to the liquidity of any trading market for the notes.

We also cannot assure you that you will be able to sell your notes at a particular time or at all, or that the prices that you receive when you sell them will be favorable. You may not be able to resell your notes at their fair market value. The liquidity of, and trading market for, the notes may also be adversely affected by, among other things:

•  prevailing interest rates;

•  our operating performance and financial condition;

•  the interest of securities dealers in making a market; and

•  the market for similar securities.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused volatility in the prices of securities similar to the notes. It is possible that the market for the notes will be subject to disruptions. Any disruptions may have a negative effect on noteholders, regardless of our prospects and financial performance.

The Old Notes were issued with original issue discount for U.S. federal income tax purposes.

The Old Notes were issued with OID for U.S. federal income tax purposes because the stated principal amount of the notes exceeded their issue price by more than a de minimis amount.

U.S. holders will generally be required to include such OID in gross income on a constant yield to maturity basis in advance of the receipt of cash payment thereof and regardless of such holders’ method of accounting for U.S. federal income tax purposes. See “Certain United States Federal Income Tax Considerations.”

Risks Relating to the Exchange Offer

The consummation of the exchange offer may not occur.

We are not obligated to complete the exchange offer under certain circumstances. See “Description of the Exchange Offer—Conditions to the Exchange Offer.” Even if the exchange offer is completed, it may not be completed on the schedule described in this prospectus. Accordingly, holders participating in the exchange offer may have to wait longer than expected to receive their New Notes, during which time those holders of Old Notes will not be able to effect transfers of their Old Notes tendered in the exchange offer.

You may be required to deliver prospectuses and comply with other requirements in connection with any resale of the New Notes.

If you tender your Old Notes for the purpose of participating in a distribution of the New Notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the New Notes. In addition, if you are a broker-dealer that receives New Notes for your own account in exchange for Old Notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such New Notes.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of the U.S. federal securities laws. Forward-looking statements include, without limitation, statements concerning plans, objectives, goals, projections, strategies, future events or performance, and underlying assumptions and other statements, which are not statements of historical facts. When used in this discussion, the words “anticipate,” “appears,” “foresee,” “intend,” “should,” “expect,” “estimate,” “project,” “plan,” “may,” “could,” “will,” “are likely” and similar expressions are intended to identify forward-looking statements. These statements involve predictions of our future financial condition, performance, plans and strategies, and are thus dependent on a number of factors including, without limitation, assumptions and data that may be imprecise or incorrect. Specific factors that may impact performance or other predictions of future actions have, in many but not all cases, been identified in connection with specific forward-looking statements. Also see “Risk Factors” included elsewhere in this prospectus regarding the additional factors that have impacted or may impact our performance and financial results. Forward-looking statements are subject to risks and uncertainties including, without limitation:

•  the continued deterioration of the residential mortgage market, increase in monthly payments on adjustable rate mortgage loans, adverse economic conditions, decrease in property values or increase in delinquencies and defaults;

•  our ability to compete successfully in the mortgage loan servicing and mortgage loan originations industry;

•  our ability to maintain the size of our servicing portfolio by successfully identifying attractive acquisition opportunities, including mortgage servicing rights, subservicing contracts, servicing platforms and origination platforms;

•  our ability to scale-up appropriately and integrate our acquisitions to realize the anticipated benefits of any such potential future acquisitions;

•  our ability to obtain sufficient capital to meet our financing requirements;

•  our ability to grow our loan origination volume and develop a distributed retail sales channel;

•  the termination of our servicing rights and subservicing contracts;

•  changes to federal, state and local laws and regulations concerning loan servicing, loan origination, loan modification or the licensing of entities that engage in these activities;

•  changes in accounting standards;

•  our ability to meet certain criteria or characteristics under the indentures governing our securitized pools of loans;

•  our ability to follow the specific guidelines of government-sponsored enterprises or a significant change in such guidelines;

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

•  changes to the Home Affordable Modification Program, the Make Home Affordable Plan or other similar government programs;

•  loss of our licenses;

•  changes in our business relationships with Fannie Mae, Freddie Mac, Ginnie Mae and others that facilitate the issuance of mortgage-backed securities;

•  changes to the nature of the guarantees of Fannie Mae and Freddie Mac and the market implications of such changes;

•  errors in our financial models or changes in assumptions;

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•  requirement to write down the value of certain assets;

•  changes in prevailing interest rates;

•  our ability to successfully mitigate our risks through hedging strategies;

•  changes in our servicer ratings;

•  the accuracy and completeness of information about borrowers and counterparties;

•  our ability to maintain our technology systems and our ability to adapt such systems for future operating environments;

•  failure of our internal security measures or breach of our privacy protections;

•  failure of our vendors to comply with servicing criteria;

•  the loss of the services of our senior managers;

•  changes to our income tax status;

•  failure to attract and retain a highly skilled workforce;

•  increase in legal proceedings and related costs;

•  changes in public opinion concerning mortgage originators or debt collectors;

•  conflicts of interest with Fortress and the holders of the notes; and

•  other risks described in the “Risk Factors” section of this prospectus beginning on page 17.

We caution you not to place undue reliance on these forward-looking statements that speak only as of the date they were made. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following tables present selected consolidated financial information for our business. You should read these tables along with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and our consolidated financial statements and the related notes included elsewhere in this prospectus.

We have not presented selected consolidated statement of operations and balance sheet data for periods prior to the Acquisition. The entity that we acquired—CHEC—was a consolidated subsidiary of Centex Financial Services (“CFS”), and we did not receive, separate audited or unaudited financials of CHEC in connection with the Acquisition. We only received consolidated financials of CFS. In 2009, CFS was subsequently acquired by a third party. We do not have, nor do we have the right to obtain, financial statements for CHEC prior to the date of the Acquisition. Therefore, because the information is not available to us, it cannot be created without unreasonable effort and expense. We also believe that financial information for the periods from April 1, 2005 to March 31, 2006 and April 1, 2006 to July 10, 2006 does not contribute to an investor’s understanding of our historical financial performance and financial condition because, before the Acquisition, CHEC had historically operated as a subprime mortgage lender. After the Acquisition, in the third fiscal quarter of 2007, we transformed the business from a subprime mortgage lender to a subprime mortgage servicer and conforming loan originator. As a result, financial information with respect to the business conducted before the Acquisition would not provide useful information to investors about trends in our financial condition and results of operation.

The selected consolidated statement of operations data for the years ended December 31, 2007, 2008 and 2009 and the selected consolidated balance sheet data as of December 31, 2008 and 2009 have been derived from our audited financial statements included elsewhere in this prospectus. The selected consolidated statement of operations data for the nine months ended September 30, 2009 and 2010 and the selected consolidated balance sheet data as of September 30, 2010 have been derived from our unaudited financial statements included elsewhere in this prospectus. The selected consolidated statement of operations data for the period from July 11, 2006 to December 31, 2006 and the selected consolidated balance sheet data as of December 31, 2006 and 2007, have been derived from our unaudited financial statements, which are not included in this prospectus.

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The unaudited financial statements have been prepared on the same basis as the audited financial statements and, in the opinion of our management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the information set forth herein. Operating results for the nine months ended September 30, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010 or for any future period.

	July 11, 2006												Nine Months Ended
	to December			Year Ended December 31,									September 30,
	31, 2006			2007			2008			2009			2009			2010
	(in thousands)
Statement of Operations Data:
Revenues:
Total fee income	$	14,161		$	46,301		$	74,007		$	100,218		$	67,534		$	122,770
Gain (loss) on mortgage loans held for sale		4,476			(94,673	)		(86,663	)		(21,349	)		(40,992	)		51,754
Total revenues		18,637			(48,372	)		(12,656	)		78,869			26,542			174,524
Total expenses and impairments		98,837			259,222			147,777			142,367			102,674			145,622
Other income (expense):
Interest income		75,114			163,022			92,060			52,518			39,380			82,019
Interest expense		(55,172	)		(118,553	)		(65,548	)		(69,883	)		(48,486	)		(89,298	)
Gain (loss) on interest rate swaps and caps		—			(21,353	)		(23,689	)		(14	)		4			(9,917	)
Fair value changes in ABS securitizations		—			—			—			—			—			(19,115	)
Total other income (expense)		19,942			23,116			2,823			(17,379	)		(9,102	)		(36,311	)
Net income (loss)	$	(60,258	)	$	(284,478	)	$	(157,610	)	$	(80,877	)	$	(85,234	)	$	(7,409	)

									As of
	As of December 31,								September 30,
	2006		2007		2008		2009		2010
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	10,335	$	41,251	$	9,357	$	41,645	$	27,449
Mortgage servicing rights		49,783		82,634		110,808		114,605		123,321
Total assets		2,145,007		1,303,221		1,122,001		1,280,185		1,857,752
Unsecured senior notes		—		—		—		—		243,711
Notes payable		1,966,368		967,307		810,041		771,857		532,272
Nonrecourse debt—Legacy Assets		—		—		—		177,675		145,649
ABS nonrecourse debt		—		—		—		—		498,299
Total liabilities		2,005,213		1,041,525		866,079		1,016,362		1,601,947
Total members’ equity		139,794		261,696		255,922		263,823		255,805

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth information regarding our ratio of earnings to fixed charges for each of the periods shown. For purposes of calculating this ratio, (i) earnings consist of income (loss) from continuing operations before provision (benefit) for income taxes and fixed charges and (ii) fixed charges consist of interest expense, which includes amortization of deferred finance charges, and imputed interest on our lease obligations. The interest component of rent was determined based on an estimate of a reasonable interest factor at the inception of the leases.

	July 11, 2006								Nine Months Ended
	to December		Year Ended December 31,						September 30,
	31, 2006		2007		2008		2009		2009		2010
Ratio of earnings to fixed charges		(1)		(1)		(1)		(1)		(1)		(1)

(1) Earnings for the period from July 11, 2006 to December 31, 2006, the years ended December 31, 2007, 2008, and 2009, and the nine months ended September 30, 2009 and 2010 were inadequate to cover fixed charges. The coverage deficiencies were $60.3 million, $284.5 million, $157.6 million, $80.9 million, $85.2 million and $7.4 million, respectively.

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DESCRIPTION OF THE EXCHANGE OFFER

Purpose of the Exchange Offer

On March 26, 2010, we issued $250,000,000 aggregate principal amount of Old Notes. In connection with that issuance, we entered into a Registration Rights Agreement on March 26, 2010. Pursuant to the Registration Rights Agreement, we agreed that we would use reasonable best efforts to:

•  file a registration statement (“Exchange Offer Registration Statement”) covering an offer to the Holders of Old Notes to exchange all Old Notes for New Notes not later than March 31, 2011;

•  have the Exchange Offer Registration Statement remain effective for 90 days after Expiration Date for use by broker-dealers who acquired the Old Notes directly from us;

•  commence the Exchange Offer as soon as reasonably practicable after the Exchange Offer Registration Statement is declared effective by the SEC; and

•  complete the registered exchange offer not later than 90 days after March 31, 2011.

Upon the effectiveness of the registration statement of which this prospectus is a part, we will offer the New Notes in exchange for the Old Notes. We filed a copy of the Registration Rights Agreement as an exhibit to the registration statement.

Resale of the New Notes

We are making the exchange offer in reliance on the position of the staff of the SEC as set forth in interpretive letters addressed to other parties in other transactions. For further information on the SEC’s position, see Exxon Capital Holdings Corporation, available May 13, 1988, Morgan Stanley & Co. Incorporated, available June 5, 1991 and Shearman & Sterling, available July 2, 1993, and other interpretive letters to similar effect. We have not sought our own interpretive letter, however, and we cannot assure you that the staff would make a similar determination with respect to the exchange offer as it has in interpretive letters to other parties. Based on these interpretations by the staff, we believe that the New Notes issued under the exchange offer may be offered for resale, resold or otherwise transferred by you, without further compliance with the registration and prospectus delivery provisions of the Securities Act, so long as you:

(1)	are acquiring the New Notes in the ordinary course of your business;
(2)	are not participating in, and do not intend to participate in, a distribution of the New Notes within the meaning of the Securities Act and have no arrangement or understanding with any person to participate in a distribution of the New Notes within the meaning of the Securities Act;
(3)	are not a broker-dealer who acquired the Old Notes directly from us; and
(4)	are not an “affiliate” of ours, within the meaning of Rule 405 of the Securities Act.

By tendering the Old Notes in exchange for New Notes, you will be required to represent to us that each of the above statements applies to you. If you are participating in or intend to participate in, a distribution of the New Notes, or have any arrangement or understanding with any person to participate in a distribution of the New Notes to be acquired in this exchange offer, you may be deemed to have received restricted securities and may not rely on the applicable interpretations of the staff of the SEC. If you are so deemed, you will have to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction.

Each broker-dealer that receives New Notes for its own account in exchange for Old Notes, where the Old Notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any

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resale of the New Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with resales of New Notes received in exchange for Old Notes which the broker-dealer acquired as a result of market-making or other trading activities. See “Plan of Distribution.”

The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of Old Notes in any jurisdiction in which the exchange offer or the acceptance of it would not be in compliance with the securities or blue sky laws of such jurisdiction.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and the letter of transmittal, we will accept any and all Old Notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the Expiration Date. We will issue $1,000 principal amount of New Notes in exchange for each $1,000 principal amount of Old Notes validly tendered and accepted pursuant to the exchange offer.

We will not pay any accrued and unpaid interest on the Old Notes that we acquire in the exchange offer. Instead, interest on the New Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including March 26, 2010, the date on which we issued the Old Notes.

Tendering holders of Old Notes must tender Old Notes in minimum denominations of $2,000, and integral multiples of $1,000 in excess thereof. New Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The terms of the New Notes are identical in all material respects to the terms of the Old Notes, except that:

(1)	we have registered the New Notes under the Securities Act and therefore these notes will not bear legends restricting their transfer; and
(2)	specified rights under the Registration Rights Agreement, including the provisions providing for payment of additional interest in specified circumstances relating to the exchange offer, will be eliminated for all the Notes.

The New Notes will evidence the same debt as the Old Notes. The New Notes will be issued under the same indenture and will be entitled to the same benefits under that indenture as the Old Notes being exchanged. As of the date of this prospectus, approximately $250,000,000 aggregate principal amount of the Old Notes are outstanding. Old Notes accepted for exchange will be retired and cancelled and not reissued.

Except as described under “Form, Book-Entry Procedures and Transfer,” we will issue the New Notes in the form of one or more global notes registered in the name of DTC or its nominee, and each beneficial owner’s interest in it will be transferable in book-entry form through DTC.

We will conduct the exchange offer in accordance with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC thereunder.

We will be considered to have accepted validly tendered Old Notes if and when we have given oral or written notice to that effect to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the New Notes from us.

If we do not accept any tendered Old Notes for exchange because of an invalid tender, the occurrence of the other events described in this prospectus or otherwise, we will return these Old Notes, without expense, to the tendering holder as soon as practicable after the Expiration Date of the exchange offer.

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Holders who tender Old Notes will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes on exchange of Old Notes in connection with the exchange offer. We will pay all charges and expenses, other than certain applicable taxes in certain circumstances, in connection with the exchange offer. See “—Other Fees and Expenses” and “—Transfer Taxes.”

If we successfully complete the exchange offer, any Old Notes which holders do not tender or which we do not accept in the exchange offer will remain outstanding and continue to accrue interest. The holders of Old Notes after the exchange offer in general will not have further rights under the Registration Rights Agreement, including registration rights and any rights to additional interest. Holders wishing to transfer the Old Notes would have to rely on exemptions from the registration requirements of the Securities Act.

Expiration Date; Extensions; Amendments; Termination

For purposes of the exchange offer, the term “Expiration Date” means 5:00 p.m., New York City time, on          , 2011, subject to our right to extend that time and date in our sole discretion, in which case the Expiration Date means the latest time and date to which the exchange offer is extended.

We reserve the right, in our sole discretion, by giving oral or written notice to the exchange agent, to:

•  extend the exchange offer;

•  terminate the exchange offer if a condition to our obligation to exchange Old Notes for New Notes is not satisfied or waived on or prior to the Expiration Date; and

•  amend the exchange offer.

If the exchange offer is amended in a manner that we determine constitutes a material change, we will extend the exchange offer for a period of two to ten business days, depending upon the significance of the amendment and the manner of disclosure to the holders, if the exchange offer would otherwise have expired during that two to ten business day period.

We will notify holders of the Old Notes of any extension, amendment or termination of the exchange offer by press release or other public announcement. We will announce any extension of the Expiration Date no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled Expiration Date. We have no other obligation to publish, advertise or otherwise communicate any information about any extension, amendment or termination.

Settlement Date

We will deliver the New Notes on the settlement date, which will be as soon as practicable after the Expiration Date of the exchange offer. We will not be obligated to deliver New Notes unless the exchange offer is consummated.

Conditions to the Exchange Offer

Notwithstanding any other provision of the exchange offer, we will not be required to accept for exchange, or to issue New Notes in exchange for, any Old Notes and may terminate or amend the exchange offer if at any time before the expiration of the exchange offer, we determine (i) that the exchange offer violates applicable law, any applicable interpretation of the staff of the SEC or any order of any governmental agency or court of competent jurisdiction; (ii) an action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair our ability to proceed with the exchange offer or a material adverse development shall have occurred in any existing action or proceeding with respect to us; or (iii) all governmental approvals that we deem necessary for the consummation of the exchange offer have not been obtained.

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The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at any time and from time to time. The failure by us at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of those rights and each of those rights shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination made by us concerning an event, development or circumstance described or referred to above will be conclusive and binding.

If any of the foregoing conditions are not satisfied, we may, at any time on or prior to the Expiration Date:

•  terminate the exchange offer and return all tendered Old Notes to the respective tendering holders;

•  modify, extend or otherwise amend the exchange offer and retain all tendered Old Notes until the Expiration Date, as extended, subject, however, to the withdrawal rights of holders; or

•  to the extent lawful, waive the unsatisfied conditions with respect to the exchange offer and accept all Old Notes tendered and not previously validly withdrawn.

In addition, we will not accept for exchange any Old Notes tendered, and no New Notes will be issued in exchange for those Old Notes, if at such time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or with respect to the qualification of the indenture governing the New Notes under the Trust Indenture Act of 1939, as amended.

Effect of Tender

Any tender by a holder, and our subsequent acceptance of that tender, of Old Notes will constitute a binding agreement between that holder and us upon the terms and subject to the conditions of the exchange offer described in this prospectus and in the letter of transmittal. The acceptance of the exchange offer by a tendering holder of Old Notes will constitute the agreement by that holder to deliver good and marketable title to the tendered Old Notes, free and clear of any and all liens, restrictions, charges, pledges, security interests, encumbrances or rights of any kind of third parties.

Letter of Transmittal; Representations, Warranties and Covenants of Holders of Old Notes

Upon agreement to the terms of the letter of transmittal pursuant to an agent’s message, a holder, or the beneficial holder of Old Notes on behalf of which the holder has tendered, will, subject to that holder’s ability to withdraw its tender, and subject to the terms and conditions of the exchange offer generally, thereby:

(1)   irrevocably sell, assign and transfer to or upon our order or the order of our nominee all right, title and interest in and to, and any and all claims in respect of or arising or having arisen as a result of the holder’s status as a holder of, all Old Notes tendered thereby, such that thereafter the holder shall have no contractual or other rights or claims in law or equity against us or any fiduciary, trustee, fiscal agent or other person connected with the Old Notes arising under, from or in connection with those Old Notes;

(2)	waive any and all rights with respect to the Old Notes tendered thereby, including, without limitation, any existing or past defaults and their consequences in respect of those Old Notes; and
(3)	release and discharge us and the trustee for the Old Notes from any and all claims the holder may have, now or in the future, arising out of or related to the Old Notes tendered thereby, including, without limitation, any claims that the holder is entitled to receive additional principal or interest payments with respect to the Old Notes tendered thereby,

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other than as expressly provided in this prospectus and in the letter of transmittal, or to participate in any redemption or defeasance of the Old Notes tendered thereby.

In addition, by tendering Old Notes in the exchange offer, each holder of Old Notes will represent, warrant and agree that:

(1)	it has received and reviewed this prospectus;
(2)	it is the beneficial owner (as defined below) of, or a duly authorized representative of one or more beneficial owners of, the Old Notes tendered thereby, and it has full power and authority to execute the letter of transmittal;
(3)	the Old Notes being tendered thereby were owned as of the date of tender, free and clear of any liens, charges, claims, encumbrances, interests and restrictions of any kind, and we will acquire good, indefeasible and unencumbered title to those Old Notes, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind, when we accept the same;
(4)	it will not sell, pledge, hypothecate or otherwise encumber or transfer any Old Notes tendered thereby from the date of the letter of transmittal, and any purported sale, pledge, hypothecation or other encumbrance or transfer will be void and of no effect;
(5)	in evaluating the exchange offer and in making its decision whether to participate in the exchange offer by tendering its Old Notes, it has made its own independent appraisal of the matters referred to in this prospectus and the letter of transmittal and in any related communications and it is not relying on any statement, representation or warranty, express or implied, made to it by us or the exchange agent, other than those contained in this prospectus, as amended or supplemented through the Expiration Date;
(6)	the execution and delivery of the letter of transmittal shall constitute an undertaking to execute any further documents and give any further assurances that may be required in connection with any of the foregoing, in each case on and subject to the terms and conditions described or referred to in this prospectus;
(7)	the agreement to the terms of the letter of transmittal pursuant to an agent’s message shall, subject to the terms and conditions of the exchange offer, constitute the irrevocable appointment of the exchange agent as its attorney and agent and an irrevocable instruction to that attorney and agent to complete and execute all or any forms of transfer and other documents at the discretion of that attorney and agent in relation to the Old Notes tendered thereby in favor of us or any other person or persons as we may direct and to deliver those forms of transfer and other documents in the attorney’s and agent’s discretion and the certificates and other documents of title relating to the registration of Old Notes and to execute all other documents and to do all other acts and things as may be in the opinion of that attorney or agent necessary or expedient for the purpose of, or in connection with, the acceptance of the exchange offer, and to vest in us or our nominees those Old Notes;
(8)	the terms and conditions of the exchange offer shall be deemed to be incorporated in, and form a part of, the letter of transmittal, which shall be read and construed accordingly;
(9)	it is acquiring the New Notes in the ordinary course of its business;
(10)	it is not participating in, and does not intend to participate in, a distribution of the New Notes within the meaning of the Securities Act and has no arrangement or understanding with any person to participate in a distribution of the New Notes within the meaning of the Securities Act;

(11)  it is not a broker-dealer who acquired the Old Notes directly from us; and

(12)  it is not an “affiliate” of ours, within the meaning of Rule 405 of the Securities Act.

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The representations, warranties and agreements of a holder tendering Old Notes will be deemed to be repeated and reconfirmed on and as of the Expiration Date and the settlement date. For purposes of this prospectus, the “beneficial owner” of any Old Notes means any holder that exercises investment discretion with respect to those Old Notes.

Absence of Dissenters’ Rights

Holders of the Old Notes do not have any appraisal or dissenters’ rights in connection with the exchange offer.

Acceptance of Old Notes for Exchange and Delivery of New Notes

On the settlement date, New Notes to be issued in exchange for Old Notes in the exchange offer, if consummated, will be delivered in book-entry form.

We will be deemed to accept validly tendered Old Notes that have not been validly withdrawn as provided in this prospectus when, and if, we give oral or written notice of acceptance to the exchange agent. Subject to the terms and conditions of the exchange offer, delivery of the New Notes will be made by the exchange agent on the settlement date following receipt of that notice. The exchange agent will act as agent for tendering holders of Old Notes for the purpose of receiving Old Notes and transmitting New Notes as of the settlement date. If any tendered Old Notes are not accepted for any reason described in the terms and conditions of the exchange offer, such unaccepted Old Notes will be returned without expense to the tendering holders as promptly as practicable after the expiration or termination of the exchange offer.

Procedures for Tendering

To participate in the exchange offer, you must properly tender your Old Notes to the exchange agent as described below. We will only issue New Notes in exchange for Old Notes that you timely and properly tender. Therefore, you should allow sufficient time to ensure timely delivery of the Old Notes, and you should follow carefully the instructions on how to tender your Old Notes. It is your responsibility to properly tender your Old Notes. We have the right to waive any defects. However, we are not required to waive defects, and neither we, nor the exchange agent is required to notify you of defects in your tender.

If you have any questions or need help in exchanging your Old Notes, please contact the exchange agent at the address or telephone numbers set forth below.

All of the Old Notes were issued in book-entry form, and all of the Old Notes are currently represented by global certificates registered in the name of Cede & Co., the nominee of DTC. We have confirmed with DTC that the Old Notes may be tendered using DTC’s automatic tender offer program, or ATOP. The exchange agent will establish an account with DTC for purposes of the exchange offer promptly after the commencement of the exchange offer, and DTC participants may electronically transmit their acceptance of the exchange offer by causing DTC to transfer their Old Notes to the exchange agent using the ATOP procedures. In connection with the transfer, DTC will send an “agent’s message” to the exchange agent. The agent’s message will state that DTC has received instructions from the participant to tender Old Notes and that the participant agrees to be bound by the terms of the letter of transmittal.

By using the ATOP procedures to exchange Old Notes, you will not be required to deliver a letter of transmittal to the exchange agent. However, you will be bound by its terms just as if you had signed it.

Determinations Under the Exchange Offer.  We will determine in our sole discretion all questions as to the validity, form, eligibility, time of receipt, acceptance of tendered Old Notes and withdrawal of tendered Old Notes. Our determination will be final and binding. We reserve the absolute right to reject any Old Notes not properly tendered or any Old Notes our acceptance of which would,

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in the opinion of our counsel, be unlawful. We also reserve the right to waive any defect, irregularities or conditions of tender as to particular Old Notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, all defects or irregularities in connection with tenders of Old Notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of Old Notes, neither we, the exchange agent nor any other person will incur any liability for failure to give such notification. Tenders of Old Notes will not be deemed made until such defects or irregularities have been cured or waived. Any Old Notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the tendering holder as soon as practicable after the Expiration Date of the exchange.

When We Will Issue New Notes.  In all cases, we will issue New Notes for Old Notes that we have accepted for exchange under the exchange offer only after the exchange agent receives, prior to 5:00 p.m., New York City time, on the Expiration Date:

•  a book-entry confirmation of such number of Old Notes into the exchange agent’s account at DTC; and

•  a properly transmitted agent’s message.

Return of Old Notes Not Accepted or Exchanged.  If we do not accept any tendered Old Notes for exchange or if Old Notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or non-exchanged Old Notes will be returned without expense to their tendering holder. Such non-exchanged Old Notes will be credited to an account maintained with DTC. These actions will occur as promptly as practicable after the expiration or termination of the exchange offer.

Participating Broker-Dealers.  Each broker-dealer that receives New Notes for its own account in exchange for Old Notes, where those Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of those New Notes. See “Plan of Distribution.”

Withdrawal of Tenders

Tenders of Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

For a withdrawal to be effective, you must comply with the appropriate ATOP procedures. Any notice of withdrawal must specify the name and number of the account at DTC to be credited with withdrawn Old Notes and otherwise comply with the ATOP procedures.

We will determine all questions as to the validity, form, eligibility and time of receipt of a notice of withdrawal. Our determination shall be final and binding on all parties. We will deem any Old Notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer.

Any Old Notes that have been tendered for exchange but that are not exchanged for any reason will be credited to an account maintained with DTC for the Old Notes. This return or crediting will take place as soon as practicable after withdrawal, rejection of tender, expiration or termination of the exchange offer. You may retender properly withdrawn Old Notes by following the procedures described under “—Procedures for Tendering” above at any time on or prior to the Expiration Date of the exchange offer.

Exchange Agent

Wells Fargo Bank, National Association has been appointed as the exchange agent for the exchange offer. All correspondence in connection with the exchange offer should be sent or delivered

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by each holder of Old Notes, or a beneficial owner’s commercial bank, broker, dealer, trust company or other nominee, to the exchange agent at:

By Regular Mail or Overnight Courier:

Wells Fargo Bank, National Association

Corporate Trust Operations

MAC N9303-121

Sixth & Marquette Avenue

Minneapolis, MN 55479

By facsimile: (612)-667-6282

For Information or Confirmation by Telephone: (800) 344-5128

Questions concerning tender procedures and requests for additional copies of this prospectus or the letter of transmittal should be directed to the exchange agent at the address, telephone numbers or fax number listed above. Holders of Old Notes may also contact their commercial bank, broker, dealer, trust company or other nominee for assistance concerning the exchange offer. We will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses.

Announcements

We may make any announcement required pursuant to the terms of this prospectus or required by the Exchange Act or the rules promulgated thereunder through a reasonable press release or other public announcement in our sole discretion; provided, that, if any such announcement is made by issuing a press release to Business Wire, such announcement shall be reasonable and sufficient.

Other Fees and Expenses

We will bear the expenses of soliciting tenders of the Old Notes. The principal solicitation is being made by mail. Additional solicitations may, however, be made by e-mail, facsimile transmission, telephone or in person by the exchange agent as well as our officers and other employees and those of our affiliates.

We have not retained any dealer-manager in connection with this exchange offer and will not make any payments to broker-dealers or others soliciting acceptances of the exchange offer. However, we will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses.

Tendering holders of Old Notes will not be required to pay any fee or commission to the exchange agent. If, however, a tendering holder handles the transaction through its commercial bank, broker, dealer, trust company or other institution, that holder may be required to pay brokerage fees or commissions.

Transfer Taxes

Holders who tender their Old Notes for exchange will not be obligated to pay any transfer taxes in connection with that tender or exchange, except that holders who instruct us to register New Notes in the name of, or request that Old Notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax on those Old Notes.

Consequences of Failure to Exchange

Holders of Old Notes who do not exchange their Old Notes for New Notes under this exchange offer will remain subject to the restrictions on transfer applicable in the Old Notes (i) as set forth in the

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legend printed on the Old Notes as a consequence of the issuance of the Old Notes pursuant to exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws and (ii) otherwise as set forth in the prospectus distributed in connection with the private offering of the Old Notes.

Any Old Notes not tendered by their holders in exchange for New Notes in this exchange offer will not retain any rights under the Registration Rights Agreement (except in certain limited circumstances). See “—Resale Registration Statement; Additional Interest.”

In general, you may not offer or sell the Old Notes unless they are registered under the Securities Act, or if the offer or sale is exempt from the registration requirements of the Securities Act and applicable state securities laws. We do not intend to register resales of the Old Notes under the Securities Act. Based on interpretations of the SEC staff, New Notes issued pursuant to this exchange offer may be offered for resale, resold or otherwise transferred by their holders (other than any such holder that is our “affiliate” within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the holders acquired the New Notes in the ordinary course of business and the holders are not engaged in, have no arrangement with any person to participate in, and do not intend to engage in, any public distribution of the New Notes to be acquired in this exchange offer. Any holder who tenders in this exchange offer and is engaged in, has an arrangement with any person to participate in, or intends to engage in, any public distribution of the New Notes (i) may not rely on the applicable interpretations of the SEC and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

Resale Registration Statement; Additional Interest

Under the Registration Rights Agreement, we have agreed that if:

(1)	any change in law or applicable interpretations of the staff of the SEC do not permit us to effect the exchange offer;
(2)	for any other reason the Exchange Offer Registration Statement is not filed by March 31, 2011 or the exchange offer is not completed within 90 days after March 31, 2011;
(3)	any holder of the Notes notifies us that:

(a)   it is prohibited by law or SEC policy from participating in the exchange offer; or

(b)   it may not resell the New Notes acquired by it in the exchange offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or

(c)   it is a broker-dealer (“Participating Broker-Dealer”) receiving New Notes in the exchange offer and owns Notes acquired directly from us or an affiliate of ours;

then we will use our reasonable best efforts, at our cost, to (a) file as promptly as practicable a registration statement (the “Shelf Registration Statement”) covering resales of the Notes; (b) cause the Shelf Registration Statement to be declared effective under the Securities Act and (c) use our reasonable best efforts to keep the Shelf Registration Statement effective for a period of one year after the Expiration Date, or such earlier date on which (a) such Notes covered by the Shelf Registration Statement have been sold, or (b)(i) the Notes are freely transferable by holders that are not our affiliates in accordance with Rule 144 (or any similar provision then in force) under the Securities Act or otherwise where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied), (ii) the restrictive legend has been removed from the Notes, and (iii) the Notes do not bear a restricted CUSIP number. We will, in the event a Shelf Registration Statement is filed, among other things, provide to each holder for whom such Shelf Registration Statement was filed copies of the prospectus which is a part of the Shelf Registration Statement, notify each such holder when the Shelf Registration

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Statement has become effective and take certain other actions as are required to permit unrestricted resales of the Notes. A holder selling Old Notes or New Notes pursuant to the Shelf Registration Statement generally would be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, and will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the Registration Rights Agreement which are applicable to such holder (including certain indemnification obligations).

The Registration Rights Agreement further provides that in the event that either (i) the Exchange Offer is not completed prior to June 30, 2011, (ii) the Shelf Registration Statement, if required under Registration Rights Agreement, has not become effective on or prior to June 30, 2011 or (iii) the Shelf Registration Statement, if required, ceases to be effective or this prospectus ceases to be usable for more than 30 days (whether or not consecutive) in any 12-month period, the interest rate on the Old Notes will be increased by (x) 0.25% per annum for the first 90-day period immediately following and (y) an additional 0.25% per annum with respect to each subsequent 90 day period thereafter, in each case until the Exchange Offer is completed or the Shelf Registration Statement, if required, becomes effective or is no longer required or this prospectus becomes usable, up to a maximum increase of 0.50% per annum.

Other

Participation in this exchange offer is voluntary, and you should carefully consider whether to participate. You are urged to consult your financial and tax advisors in making your own decision as to what action to take.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and related notes and other financial information appearing elsewhere in this prospectus. This discussion and analysis contains forward-looking statements that involve risk, uncertainties and assumptions. See “Cautionary Statement Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in the forward looking statements as a result of many factors, including those discussed in “Risk Factors” and elsewhere in this prospectus. Except where the context otherwise requires, the terms “we,” “us,” or “our” refer to the business of Nationstar Mortgage LLC and its consolidated subsidiaries.

General

Our Business

We are a leading mortgage company that services and originates residential mortgage loans. Our business primarily consists of two Operating Segments: residential mortgage loan servicing, or Servicing, and residential mortgage loan originations, or Originations.

We are one of the largest independent loan servicers in the United States. As of September 30, 2010, our servicing portfolio included over 237,000 loans with an aggregate unpaid principal balance of $37.4 billion. Our total servicing portfolio as of September 30, 2010, includes approximately $2.2 billion of residential mortgage loans whose service rights were acquired on September 27, 2010, but for an interim period continue to be subserviced by the predecessor servicer. These acquired mortgage loans were transferred to us in November 2010. As these amounts did not impact our operating performance for the nine months ended September 30, 2010, any amounts related to the September 2010 servicing rights acquisition have been excluded from our total outstanding portfolio balance throughout our Management’s Discussion and Analysis of Financial Condition and Results of Operations. Our servicing portfolio consists of servicing rights acquired from or subservicing agreements entered into with various third parties as well as mortgage loans originated by our integrated origination platform. We are licensed as a residential mortgage loan servicer and/or a third party debt collector in all states that require such licensing.

We are one of the few high-touch servicers in the United States with a loan origination platform. In the first nine months of 2010, we originated $2.0 billion in aggregate unpaid principal balance of prime residential mortgage loans. We currently only originate prime agency and government conforming residential mortgage loans, and we are licensed to originate residential mortgage loans in all 50 states and the District of Columbia. Our loan production is originated with the intent of selling to the secondary market.

We also have a legacy asset portfolio, which consists primarily of non-prime and non-conforming residential mortgage loans, most of which we originated from April to July 2007. In November 2009, we engaged in a transaction through which we term-financed our legacy assets with a non-recourse loan that requires no additional capital or equity contributions. Additionally, we consolidated certain securitization trusts where it was determined that we had both the power to direct the activities that most significantly impact the variable interest entities’ (VIE) economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE, pursuant to new consolidation accounting guidance related to VIEs adopted on January 1, 2010.

The analysis of our financial condition and results of operations as discussed herein is primarily focused on the combined results of our two Operating Segments: Servicing and Originations.

Managing Business Performance

Management is focused on three key initiatives to manage our Operating Segments: (i) effective management of our servicing portfolio; (ii) growing our servicing portfolio through the acquisition of

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servicing rights or subservicing contracts; and (iii) origination and sale or securitization of prime agency and government conforming residential mortgage loans and retention of mortgage servicing rights. We also focus on access to diverse and multiple liquidity sources to finance (i) our obligations to pay advances as required by our servicing agreements and (ii) our loan originations.

We primarily service loans by purchasing the right to service the loans, which is referred to as a “mortgage servicing right,” from the owner of the mortgage loan or pool of mortgage loans, or retaining the mortgage servicing right related to the loans that we originate and sell. Additionally, we enter into subservicing contracts with primary servicers that own mortgage servicing rights, pursuant to which we agree to service the loan on behalf of the primary servicer for a fee. The aggregate unpaid principal balance of our servicing portfolio as of September 30, 2010 and 2009 was $35.2 billion and $22.2 billion, respectively.

Servicing fee income is primarily based on the aggregate unpaid principal balance of loans serviced and varies by loan type. Other factors that impact servicing fee income include delinquency rates, delinquency status and prepayment speeds.

Delinquency rates on the loans we service impact the contractual servicing and ancillary fees we receive, and the costs to service. Delinquent loans cost more to service than performing loans due to the additional resources and servicing advances required. We monitor our delinquency levels through our staffing models, our business plans and other macroeconomic factors.

Apart from the cost of financing our advances, the largest cost in our servicing organization is staffing cost, which is primarily impacted by delinquency levels and the size of our portfolio. Other operating costs in our Servicing Segment include technology, occupancy and general and administrative costs. Management continually monitors these costs to improve efficiency by streamlining workflows and implementing technology based solutions.

We intend to continue building our prime originations platform. Through our originations platform, we are able to create mortgage servicing assets at a reasonable cost and replenish our servicing portfolio organically.

Prevailing interest rates are one of the key factors that impact origination volume. Housing market trends also impact origination volume with a strong housing market leading to higher loan origination volume, and a weak housing market leading to lower loan origination volume. Management continually evaluates interest rate movements and trends to assess the impact on loan applications and volume, as well as their corresponding impact on revenue and costs.

In evaluating revenue per loan originated, management focuses on various revenue sources, including: loan origination points and fees; and overall gain or loss on the sale or securitization of the loan. These components are compared to established revenue targets and operating plans.

In addition to the cost of financing our originations, our Originations Segment operating costs include staffing costs, sales commissions, technology, rent and other general and administrative costs. Costs per loan is a critical metric in the origination business and management monitors costs through operating plans and established targets on costs per loan.

Market Considerations

Revenues from our Operating Segments primarily consist of (i) servicing fee income based generally on the size of our servicing portfolio and (ii) gain on mortgage loans held for sale based generally on the origination volume. Maintaining and growing our revenues depends on our ability to acquire additional mortgage servicing rights and to expand our originations platform.

Servicing

Current trends in the mortgage servicing industry include high delinquencies, a significant increase in loan modifications and the need for more loss mitigation and high-touch servicing expertise.

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Overall, all segments of the residential mortgage sector, including prime and non-prime, have experienced increased delinquency levels and higher credit losses due to stress in the real estate market and economic environment. Residential loan delinquencies and related losses are at historical highs, prompting government-sponsored enterprises and other owners of mortgage loans to focus on home ownership preservation and superior credit performance.

The increase in delinquencies has placed significant pressure on the operating capacity of servicers that are not staffed at appropriate levels for delinquent borrowers and also led owners of mortgage loans to search for servicers with experience in loss mitigation. This trend has led to increased demand for experienced high-touch servicers and provides us opportunities to acquire additional mortgage servicing rights.

However, we cannot predict how many, if any, mortgage servicing rights will be available for sale or subservicing opportunities will be available in the future; if we will be able to acquire mortgage servicing rights from third parties, including any transactions facilitated by government-sponsored enterprises; or whether these mortgage servicing rights will be available at acceptable prices or on acceptable terms.

Originations

Today’s U.S. residential loan originations sector primarily offers prime agency and government conforming mortgage loans. Non-prime and alternative lending programs and products represent only a small fraction of total originations. This has led to a consolidation in mortgage lenders in both the retail and wholesale channels and has resulted in less competition. We believe that the consolidation of the lending community has led to a market share opportunity for us.

Origination volume is impacted by changes in interest rates and the housing market. Depressed home prices and increased loan-to-value ratios may preclude many potential borrowers, including borrowers whose existing loans we service, from refinancing their existing loans. An increase in prevailing interest rates could decrease our origination volume through our Consumer Direct Retail originations channel, our largest originations channel by volume, because this channel focuses predominantly on refinancing existing mortgage loans.

In addition, there continue to be changes in legislation and licensing in an effort to simplify the consumer mortgage experience, which require technology changes and additional implementation costs for loan originators. We expect legislative changes will continue in the foreseeable future, which may increase our operating expenses.

Critical Accounting Policies

Various elements of our accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. In particular, we have identified two policies that, due to the judgment, estimates and assumptions inherent in those policies, are critical to an understanding of our consolidated financial statements. These policies relate to: (a) fair value measurements; and (b) sale of mortgage loans. We believe that the judgment, estimates and assumptions used in the preparation of our consolidated financial statements are appropriate given the factual circumstances at the time. However, given the sensitivity of our consolidated financial statements to these critical accounting policies, the use of other judgments, estimates and assumptions could result in material differences in our results of operations or financial condition. Management currently views its fair value measurements, which include the valuation of mortgage loans held for sale, the valuation of mortgage loans held for investment, subject to ABS nonrecourse debt, investment in debt securities-available-for sale, the valuation of mortgage servicing rights, the valuation of derivative instruments, the valuation of ABS nonrecourse debt and sale of mortgage loans to be our critical accounting policies.

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Fair Value Measurements

Mortgage Loans Held for Sale

Through September 30, 2009, we recorded mortgage loans held for sale at the lower of amortized cost or fair value on an aggregate basis grouped by delinquency status. Effective October 1, 2009, we elected to measure newly originated prime residential mortgage loans held for sale at fair value, as permitted under current accounting guidance. We estimate fair value by evaluating a variety of market indicators including recent trades and outstanding commitments, calculated on an aggregate basis.

Mortgage Loans Held for Investment, subject to ABS nonrecourse debt

We determine the fair value on loans held for investment, subject to ABS nonrecourse debt using internally developed valuation models. These valuation models estimate the exit price we expect to receive in the loan’s principal market. Although we utilize and give priority to observable market inputs such as interest rates and market spreads within these models, we typically are required to utilize internal inputs, such as prepayment speeds, credit losses, and discount rates. These internal inputs require the use of our judgment and can have a significant impact on the determination of the loan’s fair value.

Investment in Debt Securities

Investment in debt securities consists of beneficial interests we retain in securitization transactions accounted for as a sale under current accounting guidance. These securities are classified as available-for-sale securities, and are therefore carried at their market value with the net unrealized gains or losses reported in the comprehensive income (loss) component of members’ equity. We base our valuation of debt securities on observable market prices when available; however, due to illiquidity in the markets, observable market prices were not available on these debt securities at December 31, 2009 and 2008. When observable market prices are not available, we base valuations on internally developed discounted cash flow models that use a market-based discount rate. The valuation considers recent market transactions, experience with similar securities, current business conditions and analysis of the underlying collateral, as available. In order to estimate cash flows, we utilize a variety of assumptions, including assumptions for prepayments, cumulative losses, and other variables.

We evaluate investment in debt securities for impairment each quarter, and investment in debt securities is considered to be impaired when the fair value of the investment is less than its cost. The impairment is separated into impairments related to credit losses, which are recorded in current period operations, and impairments related to all other factors, which are recorded in other comprehensive income/loss.

Mortgage Servicing Rights

We recognize mortgage servicing rights related to all existing residential mortgage loans transferred to a third party in a transfer that meets the requirements for sale accounting. Additionally, we may acquire the rights to service residential mortgage loans through the purchase of these rights from third parties. We apply fair value accounting to these mortgage servicing rights, with all changes in fair value recorded as a charge or credit to servicing fee income in the consolidated statement of operations. We estimate the fair value of our mortgage servicing rights using a process that combines the use of a discounted cash flow model and analysis of current market data to arrive at an estimate of fair value. The cash flow assumptions and prepayment assumptions used in the model are based on various factors, with the key assumptions being mortgage prepayment speeds and discount rates.

We use internal financial models that use, wherever possible, market participant data to value our mortgage servicing rights. These models are complex and use asset-specific collateral data and market inputs for interest and discount rates. In addition, the modeling requirements of mortgage servicing rights are complex because of the high number of variables that drive cash flows associated with mortgage servicing rights. Even if the general accuracy of our valuation models is validated, valuations are highly dependent upon the reasonableness of our assumptions and the predictability of the relationships that drive the results of the models. On a periodic basis, a portion of our mortgage servicing rights is reviewed by an outside valuation expert.

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Derivative Financial Instruments

We utilize certain derivative instruments in the ordinary course of our business to manage our exposure to changes in interest rates. These derivative instruments include forward sales of mortgage-backed securities, forward loan sale commitments and interest rate swaps and caps. We also issue interest rate lock commitments to borrowers in connection with single family mortgage loan originations. We recognize all derivative instruments on our consolidated statement of financial position at fair value. The estimated fair values of forward sales of mortgage-backed securities, forward sale commitments and interest rate swaps and caps are based on quoted market values and are recorded as other assets or derivative financial instruments liabilities in the consolidated balance sheet. The initial and subsequent changes in value on forward sales of mortgage-backed securities are a component of loss on mortgage loans held for sale in the consolidated statement of operations. The estimated fair values of interest rate lock commitments are based on quoted market values and are recorded in other assets in the consolidated balance sheet. The initial and subsequent changes in value of interest rate lock commitments are a component of loss on mortgage loans held for sale in the consolidated statement of operations.

ABS Nonrecourse Debt

Effective January 1, 2010, new accounting guidance related to VIEs eliminated the concept of a QSPE, and all existing SPEs are now subject to the new consolidation guidance. Upon adoption of this new accounting guidance, we identified certain securitization trusts where we, through our affiliates, continued to hold beneficial interests in these trusts. These retained beneficial interests obligate us to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant. In addition, as Master Servicer on the related mortgage loans, we retain the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE. When it is determined that we have both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE, the assets and liabilities of these VIEs are included in our consolidated financial statements. Upon consolidation of these VIEs, we derecognized all previously recognized beneficial interests obtained as part of the securitization, including any retained investment in debt securities, mortgage servicing rights, and any remaining residual interests. In addition, we recognized the securitized mortgage loans as mortgage loans held for investment, subject to ABS nonrecourse debt, and the related asset-backed certificates acquired by third parties as ABS nonrecourse debt on our consolidated balance sheet.

We estimate the fair value of ABS nonrecourse debt based on the present value of future expected discounted cash flows with the discount rate approximating current market value for similar financial instruments.

Sale of Mortgage Loans

Transfers of financial assets are accounted for as sales when control over the assets has been surrendered by us. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from us, (2) the transferee has the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) we do not maintain effective control over the transferred assets through either (a) an agreement that entitles and obligates us to repurchase or redeem them before their maturity or (b) the ability to unilaterally cause the holder to return specific assets. Loan securitizations structured as sales as well as whole loan sales are accounted for as sales of mortgage loans and the resulting gains or losses on such sales, net of any accrual for standard representations and warranties, are reported in operating results as a component of loss on mortgage loans held for sale in the consolidated statement of operations during the period in which the securitization closes or the sale occurs.

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Recent Developments

During September 2010, we purchased certain mortgage servicing rights (MSRs) from an unaffiliated third party. The mortgage servicing rights purchased represented servicing for loans with unpaid principal balance of approximately $2.2 billion from one government sponsored enterprise (GSE) and approximately $1.4 billion from another GSE. During September 2010, we closed on the MSRs representing the $2.2 billion. We closed on the $1.4 billion during October 2010. The underlying loans were being subserviced by another financial institution until transferred to us in November 2010. The purchase price for the MSRs amounted to approximately $11.0 million and $6.7 million, respectively.

During October 2010, we entered into a contract to subservice approximately $18 billion of loans for a GSE. These loans were boarded onto our system in November 2010 at which time we began our servicing responsibilities. We believe that this activity will absorb the excess servicing capacity that we had previously developed in anticipation of a significant servicing transfer. Additionally, during November 2010, we entered into a contract to subservice approximately $7 billion of loans for a GSE. These loans were boarded onto our system in December 2010.

Subsequent to September 30, 2010, we entered into a sixty four month lease agreement for additional space for our servicing group. Base rent payments will amount to approximately $1.4 million annually over the term of the lease. We expect to occupy the additional space during December 2010.

On December 17, 2010, we entered into a settlement agreement and consent order with the North Carolina Office of the Commissioner of Banks resulting in an administrative penalty of approximately $1.3 million and refunds of fees to borrowers in the amount of $3.0 million. These amounts have been accrued as of September 30, 2010.

Results of Operations

Consolidated Results

The following table summarizes our consolidated operating results for the periods indicated.

	Nine Months Ended
	September 30,						Year Ended December 31,
	2010			2009			2009			2008			2007
	(unaudited)			(unaudited)
	(in thousands)
Revenues:
Total fee income	$	122,770		$	67,534		$	100,218		$	74,007		$	46,301
Gain (loss) on mortgage loans held for sale		51,754			(40,992	)		(21,349	)		(86,663	)		(94,673	)
Total revenues		174,524			26,542			78,869			(12,656	)		(48,372	)
Total expenses and impairments		145,622			102,674			142,367			147,777			259,222
Other income (expense):
Interest income		82,019			39,380			52,518			92,060			163,022
Interest expense		(89,298	)		(48,486	)		(69,883	)		(65,548	)		(118,553	)
Gain (loss) on interest rate swaps and caps		(9,917	)		4			(14	)		(23,689	)		(21,353	)
Fair value changes in ABS securitizations		(19,115	)		—			—			—			—
Total other income (expense)		(36,311	)		(9,102	)		(17,379	)		2,823			23,116
Net income (loss)	$	(7,409	)	$	(85,234	)	$	(80,877	)	$	(157,610	)	$	(284,478	)

We provide further discussion of our results of operations for each of our reportable segments in the “Segment Results” section below. Certain income and expenses not allocated to our reportable segments are presented in the Legacy Portfolio and Other as discussed in Note 23- Business Segment

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Reporting, in the accompanying Notes to Consolidated Financial Statements included in this prospectus.

Comparison of Consolidated Results for the nine month periods ended September 30, 2010 and 2009

Revenues increased $148.0 million from $26.5 million for the nine months ended September 30, 2009 to $174.5 million for the nine months ended September 30, 2010, primarily due to the significant increase in our total fee income and an increase in our gain (loss) on loans held for sale. The increase in our total fee income was primarily a result of our higher average servicing portfolio balance of $34.3 billion for the nine months ended September 30, 2010, compared to $22.9 billion for the nine months ended September 30, 2009. The increase in the gain (loss) on loans held for sale was a result of the $955.0 million, or 95.0%, increase in the amount of loans originated during the 2010 period as well as the elimination of lower of cost or market adjustments related to our legacy asset portfolio.

Expenses and impairments increased $42.9 million from $102.7 million for the nine months ended September 30, 2009 to $145.6 million for the nine months ended September 30, 2010, primarily due to the increase in compensation expenses related to increased staffing levels in order to accommodate our larger servicing portfolio and originations as well as other related increases in general and administrative expenses. Our September 30, 2010, operating results include an additional $6.8 million in share-based compensation expense from a revised compensation plan executed for certain members of our executive team. Additionally, expenses and impairments increased from the consolidation of certain VIEs from January 1, 2010, and from expenses associated with the settlement of certain litigation.

Other expense increased $27.2 million from $9.1 million for the nine months ended September 30, 2009 to $36.3 million for the nine months ended September 30, 2010, primarily due to the effects of the consolidation of certain VIEs and the losses on our outstanding interest rate swap positions during the 2010 period.

Comparison of Consolidated Results for the years ended December 31, 2009 and 2008

Revenues increased $91.6 million from $(12.7) million for the year ended December 31, 2008 to $78.9 million for the year ended December 31, 2009, primarily due to (1) the increase in fee income as a result of the 23% increase in our servicing portfolio year over year and (2) the reduction in the loss on mortgage loans held for sale. The decrease in loss was caused by the increase in our loans originated during 2009 compared to 2008 and the reduction in the lower of cost or market adjustments recorded in 2009 compared to 2008.

Expenses and impairments decreased $5.4 million from $147.8 million for the year ended December 31, 2008 to $142.4 million for the year ended December 31, 2009, primarily due to the reduction in the other-than-temporary impairments recognized on available for sale securities during 2009, partially offset by the increase in all other expense categories due to the increases in our loan originations and loan servicing portfolio.

Other income (expense) increased $20.2 million from $2.8 million for the year ended December 31, 2008 to $(17.4) million for the year ended December 31, 2009, primarily due to a decrease in interest income and an increase in interest expense as a result of larger advance balances caused by our increased servicing portfolio, offset by a reduction in loss on interest rate swaps and caps.

Comparison of Consolidated Results for the years ended December 31, 2008 and 2007

Revenues increased $35.7 million from $(48.4) million for the year ended December 31, 2007 to $(12.7) million for the year ended December 31, 2008, primarily due to (1) the significant increase in our servicing portfolio in 2008 over 2007 and (2) a large reduction in the lower of cost or market adjustments required in 2008 compared to 2007, offset in part by a significant reduction in the gain on mortgage loans held for sale in 2008. This reduction was caused by the sharp decline in mortgage

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loans originated as we moved from the origination of non-prime residential loans to prime agency and government conforming residential mortgage loans.

Expenses and impairments decreased $111.4 million from $259.2 million for the year ended December 31, 2007 to $147.8 million for the year ended December 31, 2008, primarily due to the significant reduction of our expenses from our Originations segment due to the change in business strategy from originating non-prime residential mortgage loans for securitization to prime loans for sale to the agencies. This reduction was partially offset by the increase in salaries, wages and benefits in our Servicing segment due to the increase in our servicing portfolio. Additionally, during the fourth quarter of 2007, we initiated a program to reduce costs and improve operating effectiveness to address the weakening housing market. As part of this restructuring program, we recorded an additional $18.9 million in restructuring charges in 2007 compared to $1.2 million in 2008.

Other income decreased $20.3 million from income of $23.1 million for the year ended December 31, 2007 to income of $2.8 million for the year ended December 31, 2008, primarily due to the decline in our net interest income as a result of the significant reduction in mortgage loans originated year over year.

Segment Results

Our primary business strategy is to generate recurring, stable income from managing and growing our servicing portfolio. We operate through two business segments: Servicing and Originations, which we refer to collectively as our Operating Segments. We report the activity not related to either operating segment in the Legacy Portfolio and Other. The Legacy Portfolio and Other includes primarily all sub-prime mortgage loans (i) originated in the latter portion of 2006 and during 2007 or (ii) acquired from Centex Home Equity Company, LLC (CHEC), and VIEs which were consolidated pursuant to the January 1, 2010 adoption of new consolidation guidance related to VIEs.

The accounting policies of each reportable segment are the same as those of the consolidated financial statements except for (i) expenses for consolidated back-office operations and general overhead expenses such as executive administration and accounting and (ii) revenues generated on inter-segment services performed. Revenues and expenses are allocated to individual segments based on the estimated value of the services performed.

Servicing Segment

The Servicing Segment provides loan servicing on our servicing portfolio, including the collection of principal and interest payments and the generation of ancillary fees related to the servicing of mortgage loans.

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The following table summarizes our operating results from our Servicing Segment for the periods indicated.

	Nine Months Ended
	September 30,						Year Ended December 31,
	2010			2009			2009			2008			2007
	(in thousands)
Revenues:
Servicing fee income	$	115,343		$	61,475		$	91,266		$	69,235		$	45,838
Other fee income		5,512			6,666			8,867			5,366			3,819
Total fee income		120,855			68,141			100,133			74,601			49,657
Gain (loss) on mortgage loans held for sale		—			—			—			—			—
Total revenues		120,855			68,141			100,133			74,601			49,657
Expenses and impairments:
Salaries, wages, and benefits		55,796			39,751			56,726			41,755			32,268
General and administrative		12,982			7,665			10,669			9,878			9,223
Occupancy		3,185			2,624			3,502			3,404			2,544
Total expenses and impairments		71,963			50,040			70,897			55,037			44,035
Other income (expense):
Interest income		357			2,554			4,143			10,872			13,820
Interest expense		(38,723	)		(19,438	)		(25,877	)		(15,718	)		(26,430	)
Loss on interest rate swaps and caps		(9,917	)		—			—			—			—
Total other income (expense)		(48,283	)		(16,884	)		(21,734	)		(4,846	)		(12,610	)
Net income (loss) from Servicing Segment	$	609		$	1,217		$	7,502		$	14,718		$	(6,988	)

Increase in aggregate unpaid principal balance of our servicing portfolio primarily governs the increase in revenues, expenses and other income (expense) of our Servicing Segment.

The table below provides detail of the characteristics and key performance metrics of our servicing portfolio as of or for the period ended.

	Nine Months Ended
	September 30,						Year Ended December 31,
	2010			2009			2009			2008			2007
	(dollars in millions, except for average loan amount)
Unpaid principal balance (by investor):
Special Servicing	$	4,052		$	1,550		$	1,554		$	1,218		$	1,079
Government-sponsored enterprises		23,853			12,407			24,235			10,709			535
ABS		7,277			8,224			7,875			9,415			11,083
Total unpaid principal balance	$	35,182		$	22,181		$	33,664		$	21,342		$	12,697
Loan count—servicing		237,846			165,172			230,615			159,336			96,598
Average Servicing Portfolio	$	34,272		$	22,920		$	25,799		$	12,775		$	11,873
Average loan amount	$	147,921		$	134,289		$	145,977		$	133,943		$	131,441
Average coupon		6.04	%		7.02	%		6.76	%		7.49	%		8.59	%
Average FICO		628			604			644			588			595
60+ delinquent (% of loans)		15.9	%		17.7	%		19.9	%		13.1	%		12.0	%
Total prepayment speed (12 month CPR)		13.4	%		17.1	%		16.3	%		16.2	%		21.3	%

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Revenues

For the nine month periods ended September 30, 2010 and 2009

Total revenues were $120.9 million for the nine months ended September 30, 2010 compared to $68.1 million for the nine months ended September 30, 2009, an increase of $52.8 million, or 77.5%, primarily due to the net effect of the following:

•  Servicing fee income increased $53.8 million period over period primarily from:

(a)	Increase of $17.1 million due to higher average unpaid principal balance of $34.3 billion in the 2010 period compared to $22.9 billion in the comparable 2009 period. The increase in our servicing portfolio was primarily driven by an increase in average unpaid principal balance for loans serviced for government-sponsored enterprises and other subservicing contracts for third party investors of $26.8 billion in the 2010 period compared to $14.3 billion in the comparable 2009 period. This increase was partially offset by a decrease in average unpaid principal balance for our asset-backed securitizations portfolio, which decreased to $7.5 billion in the 2010 period compared to $8.6 billion in the comparable 2009 period.
(b)	Increase of $8.1 million due to increased loss mitigation and performance-based incentive fees earned from a government-sponsored enterprise.
(c)	Increase of $14.3 million due to higher modification fees earned from HAMP and from modification fees earned on non-HAMP modifications.
(d)	Increase of $11.2 million from change in fair value on mortgage servicing rights which was recognized in servicing fee income.
(e)	Increase of $3.1 million due to an increase in ancillary and late fees arising from growth in the servicing portfolio. Late fees are recognized as revenue at collection.

•  Other fee income decreased $1.2 million for the nine months ended September 30, 2010 due to lower REO sales commissions resulting from a decline in REO sales managed by our internal REO sales group.

For the years ended December 31, 2009 and 2008

Total revenues were $100.1 million for the year ended December 31, 2009 compared to $74.6 million for the year ended December 31, 2008, an increase of $25.5 million, or 34.2%, primarily due to the net effect of the following:

•  Servicing fee income increased $22.1 million year over year primarily from:

(a)	Increase of $20.8 million due to higher average unpaid principal balance of $25.8 billion in 2009 compared to $12.8 billion in 2008. The increase in our servicing portfolio was primarily driven by an increase in average unpaid principal balance for loans serviced for government-sponsored enterprises and other subservicing contracts for third party investors in 2009 compared to 2008. This increase was partially offset by a decrease in average unpaid principal balance for our private asset-backed securitizations portfolio, which decreased in 2009 compared to 2008.
(b)	Increase of $7.7 million due to increased loss mitigation and performance-based incentive fees earned from a government-sponsored enterprise.
(c)	Increase of $3.3 million due to higher modification fees earned from HAMP and from modification fees earned on non-HAMP modifications.
(d)	Increase of $7.0 million due to increased collection of late fees, primarily due to higher average unpaid principal balance of our servicing portfolio. Late fees are recognized as revenue at collection.

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(e)  Decrease of $16.2 million from change in fair value on mortgage servicing rights which was recognized in servicing fee income.

•  Other fee income increased $3.5 million for the year ended December 31, 2009 from higher lender-placed insurance commissions, which is primarily due to higher delinquency rates in 2009 compared to 2008.

For the years ended December 31, 2008 and 2007

Total revenues were $74.6 million for the year ended December 31, 2008 compared to $49.7 million for the year ended December 31, 2007, an increase of $24.9 million, or 50.1%, primarily due to the net effect of the following:

•  Servicing fee income increased $23.4 million year over year primarily from:

(a)	Increase of $9.6 million due to higher average unpaid principal balance of $12.8 billion in 2008 compared to $11.9 billion in 2007 from additional servicing portfolios and entering into subservicing contracts during 2008 and acquisition of a $12.7 billion servicing portfolio in November 2008.
(b)	Increase of $6.9 million in prepayment penalties.
(c)	Increase of $1.2 million due to increased collection of late fees resulting from a higher average unpaid principal balance in 2008 compared to 2007. Late fees are recognized as revenue at collection.
(d)	Increase of $4.3 million from change in fair value to mortgage servicing rights which was recognized in servicing fee income.

•  Other fee income increased $1.6 million from higher lender-placed insurance commissions, which is primarily due to a higher delinquency rate in 2008 compared to 2007.

Expenses and Impairments

For the nine month periods ended September 30, 2010 and 2009

Expenses and impairments were $72.0 million for the nine months ended September 30, 2010 compared to $50.0 million for the nine months ended September 30, 2009, an increase of $22.0 million, or 44.0%, primarily due to an increase of $13.3 million in salaries, wages and benefits expense resulting from an increase in headcount from 729 in 2009 to 1,007 in 2010 and $2.7 million in additional share-based compensation from a revised compensation plan for certain of our executives. Additionally, we recognized an increase of $6.0 million in general and administrative and occupancy expenses associated with increased headcount and growth in the servicing portfolio.

For the years ended December 31, 2009 and 2008

Expenses and impairments were $70.9 million for the year ended December 31, 2009 compared to $55.0 million for the year ended December 31, 2008, an increase of $15.9 million, or 28.9%, primarily due to the increase of $15.0 million in salaries, wages and benefits expense resulting from an increase in headcount from 570 in 2008 to 910 in 2009.

For the years ended December 31, 2008 and 2007

Expenses and impairments were $55.0 million for the year ended December 31, 2008 compared to $44.0 million for the year ended December 31, 2007, an increase of $11.0 million, or 25.0%, primarily due to an increase of $9.5 million in salaries, wages and benefits expense from an increase in headcount from 456 in 2007 to 570 in 2008. During 2008, headcount of management personnel increased to accommodate the anticipated growth in this segment. Furthermore, we recognized an increase of $0.9 million in occupancy expense due to this higher headcount.

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Other Income (Expense)

For the nine month periods ended September 30, 2010 and 2009

Total other income (expense) was $(48.3) million for the nine months ended September 30, 2010 compared to $(16.9) million for the nine months ended September 30, 2009, an increase in expense, net of income, of $31.4 million, or 185.86%, primarily due to the net effect of the following:

•  Interest income decreased $2.2 million due to lower average index rates received on custodial cash deposits associated with mortgage loans serviced combined with lower average outstanding custodial cash deposit balances.

•  Interest expense increased $19.3 million primarily due to higher average outstanding debt of $649.1 million in 2010 compared to $283.1 million in 2009, offset by lower interest rates due to declines in the base LIBOR and decreases in the overall index margin on outstanding servicer advance facilities. Additionally, in 2010, we have included the balances related to our outstanding corporate note and senior unsecured debt balances, and the related interest expense thereon, as a component of our Servicing Segment. As a result of the weakening housing market, we continued to carry approximately $368.3 million in residential mortgage loans that we were unable to securitize as mortgage loans held for sale on our balance sheet throughout most of 2009. During this time period, we allocated a portion of our outstanding corporate note balance to Legacy Portfolio and Other to account for the increased capacity and financing costs we incurred while these loans were retained on our balance sheet. For the nine months ended September 30, 2010, we recorded $13.5 million in interest expense related to our outstanding corporate and senior unsecured notes.

•  Loss on interest rate swaps and caps was $9.9 million for the nine months ended September 30, 2010, with no corresponding gain or loss recognized for the nine months ended September 30, 2009. The loss for the period was a result of a decline in fair value recognized during the period on outstanding interest rate swaps designed to economically hedge the interest rate risk associated with our 2009-ADV1 Servicer Advance Facility. This facility was not executed until the end of the fourth quarter of 2009, so we did not recognize any corresponding fair value adjustments during the period ended September 30, 2009.

For the years ended December 31, 2009 and 2008

Total other income (expense), which for the most part consisted of interest expense, was $(21.7) million for the year ended December 31, 2009 compared to $(4.8) million for the year ended December 31, 2008, an increase in expense, net of income, of $16.9 million, or 352.1%, primarily due to the net effect of the following:

•  Increase of $7.7 million from additional amortization of deferred financing costs resulting from refinancing or renewal of our advance financing facilities.

•  Increase of $6.7 million from decline in interest income earned on custodial cash deposits associated with mortgage loans serviced primarily due to lower average deposits and index rates.

•  Increase of $1.4 million from compensating interest due to increased average unpaid principal balance.

•  Increase of $1.1 million from higher average outstanding debt of $523.0 million in 2009 compared to $350.7 million in 2008, offset by lower interest rates due to declines in the base LIBOR.

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For the years ended December 31, 2008 and 2007

Total other income (expense) was $(4.8) million for the year ended December 31, 2008 compared to $(12.6) million for the year ended December 31, 2007, a decrease in expense, net of income, of $7.8 million, or 61.9%, primarily due to the net effect of the following:

•  Decrease of $7.2 million from lower average index rates on our outstanding debt facilities.

•  Decrease of $3.5 million from compensating interest paid due to a decline in prepayment speeds.

•  Decrease of $2.9 million in interest income earned on custodial cash deposits associated with mortgage loans serviced primarily due to lower average deposits and index rates.

Originations Segment

The Originations Segment involves the origination, packaging, and sale of government-sponsored enterprise mortgage loans into the secondary markets via whole loan sales or securitizations.

The following table summarizes our operating results from our Originations Segment for the periods indicated.

	Nine Months Ended
	September 30,						Year Ended December 31,
	2010			2009			2009			2008			2007
	(in thousands)
Revenues:
Servicing fee income	$	—		$	—		$	—		$	—		$	—
Other fee income		4,491			318			1,156			589			466
Total fee income		4,491			318			1,156			589			466
Gain on mortgage loans held for sale		51,887			34,738			54,437			21,985			88,489
Total revenues		56,378			35,056			55,593			22,574			88,955
Expenses and impairments:
Salaries, wages, and benefits		40,063			22,398			31,497			18,357			85,886
General and administrative		20,442			9,920			14,586			10,864			44,230
Occupancy		1,631			1,087			1,449			1,574			10,844
Goodwill impairment		—			—			—			—			12,000
Total expenses and impairments		62,136			33,405			47,532			30,795			152,960
Other income (expense):
Interest income		8,327			2,910			4,261			1,920			38,277
Interest expense		(6,044	)		(2,211	)		(3,438	)		(1,289	)		(25,525	)
Total other income (expense)		2,283			699			823			631			12,752
Net income (loss) from Originations Segment	$	(3,475	)	$	2,350		$	8,884		$	(7,590	)	$	(51,253	)

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Increase in origination volume primarily governs the increase in revenues, expenses and other income (expense) of our Originations Segment. The table below provides detail of the loan characteristics of loans originated for the periods presented.

	Nine Months Ended
	September 30,				Year Ended December 31,
	2010		2009		2009		2008		2007
	(in millions)
Origination Volume:
Retail	$	1,128	$	804	$	1,093	$	538	$	1,451
Wholesale		832		201		386		4		917
Total Originations	$	1,960	$	1,005	$	1,479	$	542	$	2,368

Revenues

For the nine month periods ended September 30, 2010 and 2009

Total revenues were $56.4 million for the nine months ended September 30, 2010 compared to $35.1 million for the nine months ended September 30, 2009, an increase of $21.3 million, or 60.7%, primarily due to the net effect of the following:

•  Other fee income increased $4.2 million primarily due to our election to measure newly originated prime residential mortgage loans held for sale at fair value, effective October 1, 2009. Subsequent to this election, any collected points and fees related to originated mortgage loans held for sale are included in other fee income. Prior to this election, points and fees were recorded as deferred origination income and recognized over the life of the mortgage loan as an adjustment to our interest income yield or, when the related loan was sold to a third-party purchaser, included as a component of gain on mortgage loans held for sale.

•  Gain on mortgage loans held for sale increased $17.1 million primarily from:

(a)	Increase of $14.7 million from larger volume of originations, which increased from $1.0 billion for the nine months ended September 30, 2009 to $2.0 billion in originations for the nine months ended September 30, 2010.
(b)	Increase of $13.4 million from capitalized mortgage servicing rights due to the larger volume of originations and subsequent retention of servicing rights.
(c)	Increase of $7.7 million resulting from the October 2009 election to apply fair value accounting to newly-originated loans.
(d)	Increase of $0.3 million from change in unrealized gains/(losses) on derivative financial instruments. These include interest rate lock commitments and forward sales of mortgage-backed securities.
(e)	Decrease of $19.0 million from recognition of points and fees earned on mortgage loans held for sale for the nine months ended September 30, 2009. Effective October 1, 2009, all points and fees are recognized at origination upon the election to apply fair value accounting to newly-originated loans and are recognized as a component of other fee income.

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For the years ended December 31, 2009 and 2008

Total revenues were $55.6 million for the year ended December 31, 2009 compared to $22.6 million for the year ended December 31, 2008, an increase of $33.0 million, or 146.0%, primarily due to the net effect of the following:

•  Gain on mortgage loans held for sale increased $32.4 million primarily from:

(a)	Increase of $24.8 million from larger volume of originations, which increased from $0.5 billion in 2008 to $1.5 billion in 2009.
(b)	Increase of $3.8 million from capitalized mortgage servicing rights due to larger volume of origination and subsequent retention of servicing rights.
(c)	Increase of $3.8 million from change in unrealized gains/(losses) on derivative financial instruments. These include interest rate lock commitments and forward sales of mortgage-backed securities.

For the years ended December 31, 2008 and 2007

Total revenues were $22.6 million for the year ended December 31, 2008 compared to $89.0 million for the year ended December 31, 2007, a decrease of $66.4 million, or 74.6%, primarily due to the net effect of the following:

•  Gain on mortgage loans held for sale decreased $66.5 million primarily from:

(a)	Decrease of $59.6 million from a decline in volume of originations, which decreased from $2.4 billion in 2007 to $0.5 billion in 2008. The decrease in volume was the result of our change in strategy from originating non-prime loans for sale or securitization to originating only prime loans for sale to government-sponsored entities or other third party investors in the secondary market.
(b)	Decrease of $5.5 million from capitalized mortgage servicing rights due to lower volume of originations.
(c)	Decrease of $1.4 million from change in unrealized gains/(losses) on derivative financial instruments. These include interest rate lock commitments and forward sales of mortgage-backed securities.

Expenses and Impairments

For the nine month periods ended September 30, 2010 and 2009

Expenses and impairments were $62.1 million for the nine months ended September 30, 2010 compared to $33.4 million for the nine months ended September 30, 2009, an increase of $28.7 million, or 85.9%, primarily due to the net effect of the following:

•  Increase of $15.7 million in salaries, wages and benefits expense from increase in headcount of 387 in 2009 to 621 in 2010 and increases in performance based compensation. Additionally, we recognized $2.0 million in share-based compensation expense from a revised compensation plan for certain of our executives.

•  Increase of $11.0 million in general and administrative and occupancy expense primarily due to increase in overhead expenses from the larger volume of originations in 2010 and expenses associated with the proposed settlement of certain litigation.

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For the years ended December 31, 2009 and 2008

Expenses and impairments were $47.5 million for the year ended December 31, 2009 compared to $30.8 million for the year ended December 31, 2008, an increase of $16.7 million, or 54.2%, primarily due to the net effect of the following:

•  Increase of $13.1 million in salaries, wages and benefits expense from increase in headcount of 311 in 2008 to 452 in 2009 and increases in performance based compensation.

•  Increase of $3.7 million in general and administrative expense primarily due to increase in overhead expenses from larger volume of origination in 2009.

For the years ended December 31, 2008 and 2007

Expenses and impairments were $30.8 million for the year ended December 31, 2008 compared to $153.0 million for the year ended December 31, 2007, a decrease of $122.2 million, or 79.9%, primarily due to the net effect of the following:

•  No goodwill impairment expense in 2008 compared to $12.0 million in 2007. All goodwill was written off in 2007.

•  Decrease of $67.5 million in salaries, wages and benefits expense from decrease in headcount of approximately 1,500 since the beginning of 2007 to December 31, 2008. The collapse of the non-prime market during 2007 caused large-scale reductions in our staffing of the Originations Segment.

•  Decrease of $33.4 million in general and administrative expense associated with headcount reductions and curtailment of certain originations activity.

•  Decrease of $9.3 million in occupancy expense due to a reduction in leased locations associated with the curtailment of certain originations activity.

Other Income (Expense)

For the nine month periods ended September 30, 2010 and 2009

Total other income (expense) was $2.3 million for the nine months ended September 30, 2010 compared to $0.7 million for the nine months ended September 30, 2009, an increase in income, net of expense, of $1.6 million, or 228.6%, primarily due to the net effect of the following:

•  Interest income increased $5.4 million from interest earned from originated loans prior to sale or securitization. The increase is primarily due to the increase in the volume of originations. Loans are typically sold within 30 days of origination.

•  Interest expense increased $3.8 million primarily due to an increase in origination volume in 2010 and associated financing required to originate these loans combined with a slight increase in outstanding average days in warehouse on newly originated loans.

For the years ended December 31, 2009 and 2008

Total other income (expense) was $0.8 million for the year ended December 31, 2009 compared to $0.6 million for the year ended December 31, 2008, an increase in income, net of expense, of $0.2 million, or 33.3%, primarily due to the net effect of the following:

•  Interest income increased $2.4 million primarily due to interest earned from originated loans prior to sale or securitization. Loans are typically sold within 30 days of origination.

•  Interest expense increased $2.1 million primarily due to interest expense from warehouse facilities that finance the origination of loans.

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For the years ended December 31, 2008 and 2007

Total other income (expense) was $0.6 million for the year ended December 31, 2008 compared to $12.8 million for the year ended December 31, 2008, a decrease in income, net of expense, of $12.2 million, or 95.3%, primarily due to the net effect of the following:

•  Interest income decreased $36.4 million primarily due to interest earned from originated loans prior to sale or securitization. Origination volume declined significantly in 2008 from our 2007 amounts due to our change in origination strategy mentioned above.

•  Interest expense decreased $24.2 million primarily due to a significant decline in origination volume in 2008 and associated financing required to originate loans.

Legacy Portfolio and Other

Through December 2009, our legacy asset portfolio consisted primarily of non-prime and non-conforming residential mortgage loans that we primarily originated from April to July 2007. Revenues and expenses are primarily a result of mortgage loans transferred to securitization trusts that were structured as secured borrowings, resulting in carrying the securitized loans as mortgage loans held for investment on our consolidated balance sheets and recognizing the asset-backed certificates as nonrecourse debt. Prior to September 2009, these residential mortgage loans were classified as mortgage loans held for sale on our consolidated balance sheet and carried at the lower of cost or fair value and financed through a combination of our existing warehouse facilities and our corporate note. These loans were transferred on October 1, 2009, from mortgage loans held for sale to a held-for-investment classification at fair value on the transfer date. Subsequent to the transfer date, we completed the securitization of the mortgage loans, which was structured as a secured borrowing. This structure resulted in carrying the securitized loans as mortgages on our consolidated balance sheet and recognizing the asset-backed certificates acquired by third parties as nonrecourse debt.

Effective January 1, 2010, new accounting guidance eliminated the concept of a QSPE. Consequently, all existing securitization trusts are considered VIEs and are now subject to the new consolidation guidance. Upon consolidation of certain of these VIEs, we recognized the securitized mortgage loans related to these securitization trusts as mortgage loans held for investment, subject to ABS nonrecourse debt (see Note 3 to our unaudited consolidated financial statements). Additionally, we elected the fair value option provided for by ASC 825-10. Assets and liabilities related to these VIEs are included in Legacy Portfolio and Other in our segmented results.

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The following table summarizes our operating results from Legacy Portfolio and Other for the periods indicated.

	Nine Months Ended
	September 30,						Year Ended December 31,
	2010			2009			2009			2008			2007
	(in thousands)
Revenues:
Servicing fee income	$	1,118		$	—		$	—		$	—		$	—
Other fee income		1,848			—			—			—			(3,694	)
Total fee income		2,966			—			—			—			(3,694	)
Gain (loss) on mortgage loans held for sale		—			(75,730	)		(75,786	)		(108,648	)		(183,162	)
Total revenues		2,966			(75,730	)		(75,786	)		(108,648	)		(186,856	)
Expenses and impairments:
Salaries, wages, and benefits		8,963			2,450			3,537			2,854			—
General and administrative		1,507			4,220			5,239			1,452			1,794
Loss on mortgage loans held for investment and foreclosed real estate		—			6,458			7,512			2,567			2,733
Occupancy		1,186			1,712			1,912			1,043			21,303
Loss on available-for-sale securities-other-than-temporary		—			5,314			6,809			55,212			36,525
Total expenses and impairments		11,656			20,154			25,009			63,128			62,355
Other income (expense):
Interest income		67,793			33,916			44,114			79,268			110,925
Interest expense		(44,531	)		(26,837	)		(40,568	)		(48,541	)		(66,598	)
Gain (loss) on interest rate swaps and caps		—			4			(14	)		(23,689	)		(21,353	)
Fair value changes in ABS securitizations		(19,115	)		—			—			—			—
Total other income (expense)		4,147			7,083			3,532			7,038			22,974
Net income (loss) from Legacy Portfolio & Other	$	(4,543	)	$	(88,801	)	$	(97,263	)	$	(164,738	)	$	(226,237	)

The table below provides detail of the characteristics of our securitization trusts included in Legacy Portfolio and other for the dates indicated:

	Nine Months Ended
	September 30,				Year Ended December 31,
	2010(1)		2009		2009		2008		2007
Legacy Portfolio & Other Performance:
Performing—UPB	$	1,472,022	$	368,343	$	345,516	$	627,368	$	969,688
Nonperforming (90+ Delinquency)—UPB		435,410		162,564		141,602		100,452		61,514
Real Estate Owned-Estimated Fair Value		29,384		9,641		10,262		21,822		28,974
Total Legacy Portfolio & Other—UPB	$	1,936,816	$	540,548	$	497,380	$	749,642	$	1,060,176

(1) Amounts include one previously off-balance sheet securitization which was consolidated upon adoption of ASC 810 related to consolidation of certain VIEs.

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For the nine month periods ended September 30, 2010 and 2009

Total revenues were $2.9 million for the nine months ended September 30, 2010, compared to $(75.7) million for the nine months ended September 30, 2009. This increase was primarily a result of a change in classification on mortgage loans held for sale discussed above, with no gain on mortgage loans held for sale recorded for the nine months ended September 30, 2010, compared to a loss of $75.7 million recorded for the nine months ended September 30, 2009.

Expenses and impairments were $11.7 million for the nine months ended September 30, 2010 compared to $20.2 million for the nine months ended September 30, 2009, a decrease of $8.5 million, or 42.1%, primarily due to the net impact of the adoption of new accounting guidance on the consolidation of certain securitization trusts which resulted in a $6.5 million reduction in charges from losses realized on mortgage loans held for investment and foreclosed real estate. Additionally, we recognized $2.0 million in share-based compensation expense from a revised compensation plan for certain of our executives.

Total other income was $4.1 million for the nine months ended September 30, 2010 compared to $7.1 million for the nine months ended September 30, 2009, a decrease of $3.0 million, or 42.3%. The decrease was primarily due to an increase in our net interest income, offset by fair value changes in our ABS securitizations. Interest income, net of interest expense, increased to $23.3 million for the nine months ended September 30, 2010 as compared to $7.1 million for the nine months ended September 30, 2009. The increase in interest income, net was due to the consolidation of certain securitization trusts upon the adoption of new accounting guidance related to VIEs. Fair value changes in ABS securitizations included a $19.1 million decrease to net income for the nine months ended September 30, 2010, with no corresponding decrease for the nine months ended September 30, 2009, due to the election of the fair value option on consolidated VIEs.

For the years ended December 31, 2009 and 2008

Total revenues were $(75.8) million for the year ended December 31, 2009, compared to $(108.6) million for the year ended December 31, 2008, an increase of $32.8 million, or 30.2%. This increase was a result of lower mark-to-market adjustments on our outstanding legacy portfolio. We accounted for the excess of cost over fair value of these loans as a valuation allowance with changes in the valuation allowance included in loss on mortgage loans held for sale. For the year ended December 31, 2009, the change in the outstanding valuation allowance resulted in net income of $8.8 million, compared to a net loss of $42.5 million for the year ended December 31, 2008. These amounts were partially offset by higher realized losses on existing portfolio rewrites and liquidations on our existing legacy portfolio and real estate owned of $80.3 million for the year ended December 31, 2009, compared to a loss of $56.3 million for the year ended December 31, 2008.

Expenses and impairments were $25.0 million for the year ended December 31, 2009, compared to $63.1 million for the year ended December 31, 2008, a decrease of $38.1 million, or 60.4%, primarily due to a decrease of $48.4 million in other-than-temporary impairments recognized on our investment in debt securities-available-for-sale attributable to lower overall outstanding carrying balances on outstanding debt securities, offset by an increase in unallocated corporate expenses and an increase in losses realized on loans held for investment and foreclosed real estate.

Total other income was $3.5 million for the year ended December 31, 2009 compared to $7.0 million for the year ended December 31, 2008, a decrease of $3.5 million, or 49.8%. The decrease was primarily due to a decrease in net interest income year over year of approximately $27.2 million, offset by a decrease in loss on interest rate swaps and caps. The decrease in interest income, net was attributable to an overall decrease in our total outstanding performing legacy portfolio assets to $345.5 million as of December 31, 2009, compared to $627.4 million as of December 31, 2008. In addition, our weighted average interest rates on our outstanding legacy portfolio assets decreased to 7.58% for the year ended December 31, 2009 compared to 9.11% for the year ended December 31, 2008. Loss on interest rate swaps and caps decreased to $0.0 million for the year ended December 31,

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2009 as compared to $23.7 million for the year ended December 31, 2008. Prior to 2009, we entered into interest rate swap agreements to economically hedge the interest payments on the warehouse debt and securitization of our mortgage loans held for sale. The $23.7 million decrease in loss on interest rate swaps and caps was due to our unwinding of all of our outstanding interest rate swap positions during 2008.

For the years ended December 31, 2008 and 2007

Total revenues were $(108.6) million for the year ended December 31, 2008, compared to $(186.9) million for the year ended December 31, 2007, an increase of $78.2 million, or 41.9%. This increase was primarily a result of lower mark-to-market adjustments on our outstanding legacy portfolio. We accounted for the excess of cost over fair value of these loans as a valuation allowance with changes in the valuation allowance included in loss on mortgage loans held for sale. For the year ended December 31, 2008, the change in the outstanding valuation allowance resulted in a decrease in our net loss on mortgage loans held for sale of $42.5 million, compared to a net loss of $85.1 million for the year ended December 31, 2007. This decrease was partially offset by higher realized losses on existing portfolio rewrites and liquidations on our existing legacy portfolio and real estate owned of $56.3 million for the year ended December 31, 2008, compared to a loss of $30.2 million for the year ended December 31, 2008.

Expenses and impairments were $63.1 million for the year ended December 31, 2008, compared to $62.4 million for the year ended December 31, 2007, an increase of $0.7 million, or 1.1%, primarily due to the net effect of the following:

•  Increase of $18.7 million in other-than-temporary impairments recognized on our investment in debt securities-available-for-sale.

•  Decrease of $20.3 million in occupancy expenses. In the fourth quarter of 2007, we initiated a program to reduce costs and improve operating effectiveness. As part of this restructuring program, we recorded restructuring charges totaling $18.9 million in 2007, compared to $1.2 million in 2008.

•  Increase of $2.9 million in salaries, wages, and benefits expense for personnel assigned to service the existing legacy asset portfolio.

Total other income was $7.0 million for the year ended December 31, 2008 compared to $23.0 million for the year ended December 31, 2007, a decrease of $15.9 million, or 69.4%. The decrease was primarily due to a decrease in net interest income year over year of approximately $13.6 million. The decrease in interest income, net was attributable to an overall decrease in our total outstanding performing legacy portfolio assets to $627.4 million as of December 31, 2008, compared to $969.7 million as of December 31, 2007. In addition, our weighted average interest rates on our outstanding legacy portfolio assets decreased to 9.11% for the year ended December 31, 2008 compared to 9.40% for the year ended December 31, 2007. Additionally, loss on interest rate swaps and caps increased to $23.7 million for the year ended December 31, 2008 as compared to $21.4 million for the year ended December 31, 2007. The $2.3 million increase in loss on interest rate swaps and caps was a result of lower marks on our outstanding interest rate swap positions offset by lower average outstanding notional balances.

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Analysis of Items on Consolidated Balance Sheet

The following table presents our consolidated balance sheets as of September 30, 2010, December 31, 2009 and December 31, 2008 (in thousands).

	September 30,		December 31,		December 31,
	2010		2009		2008
	(unaudited)
Assets
Cash and cash equivalents	$	27,449	$	41,645	$	9,357
Restricted cash		50,834		52,795		21,032
Accounts receivable		418,662		509,974		355,974
Mortgage loans held for sale		342,766		203,131		560,354
Mortgage loans held for investment, subject to nonrecourse debt—Legacy Assets		274,232		301,910		—
Mortgage loans held for investment, subject to ABS nonrecourse debt		542,493		—		—
Investment in debt securities—available-for-sale		—		2,486		9,294
Receivables from affiliates		9,344		12,574		12,263
Mortgage servicing rights		123,321		114,605		110,808
Property and equipment, net		8,302		6,575		5,313
Real estate owned, net (includes $19,743 and $0, respectively, of real estate owned, subject to ABS nonrecourse debt)		29,384		10,262		21,822
Other assets		30,965		24,228		15,784
Total assets	$	1,857,752	$	1,280,185	$	1,122,001
Liabilities and members’ equity
Notes payable	$	532,272	$	771,857	$	810,041
Unsecured senior notes		243,711		—		—
Payables and accrued liabilities		149,939		66,830		53,961
Derivative financial instruments		11,680		—		2,077
Derivative financial instruments, subject to ABS nonrecourse debt		20,397		—		—
Nonrecourse debt—Legacy Assets		145,649		177,675		—
ABS nonrecourse debt		498,299		—		—
Total liabilities		1,601,947		1,016,362		866,079
Total members’ equity		255,805		263,823		255,922
Total liabilities and members’ equity	$	1,857,752	$	1,280,185	$	1,122,001

Comparison of Consolidated Balance Sheet Items- September 30, 2010 to December 31, 2009

Assets

Restricted cash consists of custodial accounts related to collections on certain mortgage loans and mortgage loan advances that have been pledged to debt counterparties under various Master Repurchase Agreements. Restricted cash was $50.8 million at September 30, 2010, a marginal decrease of $2.0 million from December 31, 2009, primarily a result of the decrease in custodial deposits from mortgage loan advances. These custodial deposits are held in trust until they are remitted to the bond investors to pay down the asset-backed certificates.

Accounts receivable consists primarily of accrued interest receivable on mortgage loans and securitizations, collateral deposits on surety bonds, and advances made to nonconsolidated securitization trusts, as required under various servicing agreements related to delinquent loans, which

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are ultimately paid back to us from the securitization trusts. Accounts receivable was $418.7 million at September 30, 2010, a decrease of $91.3 million from December 31, 2009. The decrease in accounts receivable was primarily a result of decreases in outstanding delinquency and corporate and escrow advances of $68.5 million and $40.6 million, respectively. During the period, the GSEs began to repurchase loans from securitization trusts that we service for them that are 120 days or more past due. In conjunction with these repurchases, principal and interest advances that we had made as servicer for these loans were repaid. As such, our accounts receivable balance decreased significantly during the period as well as our corresponding borrowings under our MBS Advance Funding facility that we utilize to fund such advances.

Mortgage loans held for sale are carried at fair value, as permitted under ASC 825, Financial Instruments. We estimate fair value by evaluating a variety of market indicators including recent trades and outstanding commitments. Mortgage loans held for sale was $342.8 million at September 30, 2010, an increase of $139.6 million over December 31, 2009, a result of higher origination volume during the latter portion of the quarter ended September 30, 2010.

Mortgage loans held for investment, subject to nonrecourse debt—legacy assets consist of nonconforming or subprime mortgage loans securitized which serve as collateral for the nonrecourse debt. These loans were transferred on October 1, 2009, from mortgage loans held for sale at fair value on the transfer date, as determined by the present value of expected future cash flows, with no valuation allowance recorded. Any decreases in expected cash flows subsequent to the transfer are recognized as a valuation allowance. Mortgage loans held for investment, subject to nonrecourse debt—legacy assets was $274.2 million at September 30, 2010, a decrease of $27.7 million from December 31, 2009, a result of principal collections and liquidations on the outstanding mortgage loans.

Mortgage loans held for investment, subject to ABS nonrecourse debt consist of mortgage loans that were recognized upon the adoption of new accounting guidance related to VIEs effective January 1, 2010. To more accurately represent the future economic performance of the securitization collateral and related debt balances, we elected the fair value option provided for by ASC 825-10 Financial Instruments-Overall. This option was applied to all eligible items within the VIE, including mortgage loans held for investment, subject to ABS nonrecourse debt, and the related ABS nonrecourse debt.

Investment in debt securities—available-for-sale consists of beneficial interests we retain in securitization transactions accounted for as a sale under the guidance of ASC 860. Effective January 1, 2010, new accounting guidance for VIEs eliminated the concept of a QSPE and all existing securitization trusts are considered VIEs and are now subject to the new consolidation guidance. Upon consolidation of these VIEs, Nationstar derecognized all previously recognized beneficial interests, including retained investment in debt securities, obtained as part of the securitization (see Note 3 to our interim consolidated financial statements).

Receivables from affiliates consist of periodic transactions with Nationstar Regular Holdings, Ltd., a subsidiary of FIF HE Holdings LLC. These transactions typically involve the monthly payment of principal and interest advances that are required to be remitted to securitization trusts as required under various Pooling and Servicing Agreements. These amounts are later repaid to us when principal and interest advances are recovered from the respective borrowers. Receivables from affiliates were $9.3 million at September 30, 2010, a decrease of $3.3 million from December 31, 2009, as a result of increased recoveries on outstanding principal and interest advances.

Mortgage servicing rights consist of servicing assets related to all existing residential mortgage loans transferred to a third party in a transfer that meets the requirements for sale accounting, or through the acquisition of the right to service residential mortgage loans that do not relate to our assets. Mortgage servicing rights were $123.3 million at September 30, 2010, an increase of $8.7 million over December 31, 2009. The increase was primarily a result of the capitalization of newly created mortgage servicing rights of $16.8 million, combined with the purchase of $11.0 million in

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mortgage servicing rights, offset by the derecognition of previously recognized mortgage servicing rights on the consolidation of certain securitization trusts for the adoption of new accounting guidance related to VIEs of $10.4 million, and the change in fair value of mortgage servicing rights.

Property and equipment, net increased by approximately $1.7 million, primarily as a result of expenditures related to newly opened retail branches and increased hardware acquisitions to support servicing expansion.

Real estate owned, net represents property we acquired as a result of foreclosures on delinquent mortgage loans. Real estate owned, net is recorded at estimated fair value, less costs to sell, at the date of foreclosure. Any subsequent operating activity and declines in value are charged to earnings. Real estate owned, net was $29.4 million at September 30, 2010, an increase of $19.1 million over December 31, 2009. This increase was primarily a result of the adoption of the new accounting guidance related to VIEs, resulting in the recognition of $19.7 million in real estate owned properties from certain consolidated VIEs.

Other assets consist of principally deferred financing costs, derivative financial instruments, and prepaid expenses. Other assets were $31.0 million at September 30, 2010, an increase of $6.7 million over December 31, 2009. This increase was primarily a result of an increase in deferred financing costs from our March 2010 offering and other higher prepaid expenses.

Liabilities and Members’ Equity

At September 30, 2010, total liabilities were $1.6 billion, a $0.6 billion increase from December 31, 2009. The increase in total liabilities was primarily a result of the adoption of new accounting guidance related to VIEs, resulting in the recognition of $0.5 billion in asset-backed certificates from certain consolidated VIEs combined with a March 2010 offering of Senior Unsecured Notes of $243 million. This increase was offset by the payoff of our corporate loan of $88.9 million and paydowns on our other outstanding debt facilities of $150.7 million.

At September 30, 2010, outstanding members’ equity was $255.8 million, an $8.0 million decrease from December 31, 2009. The decrease in members’ equity was primarily driven by a $7.4 million net loss for the nine months ended September 30, 2010 and a cumulative effect adjustment from the adoption of new accounting guidance related to VIEs, resulting in a cumulative effect decrease in our beginning members’ units of $8.1 million, offset by $7.5 million in share-based compensation during the period.

Comparison of Consolidated Balance Sheet Items- December 31, 2009 to December 31, 2008

Assets

Restricted cash consists of custodial accounts related to collections on certain mortgage loans and mortgage loan advances that have been pledged to debt counterparties under various Master Repurchase Agreements. Restricted cash was $52.8 million at December 31, 2009, an increase of $31.8 million from December 31, 2008, primarily a result of the decrease in custodial deposits from mortgage loan advances. These custodial deposits are held in trust until they are remitted to the bond investors to pay down the asset-backed certificates.

Accounts receivable consists primarily of accrued interest receivable on mortgage loans and securitizations, collateral deposits on surety bonds, and advances made to nonconsolidated securitization trusts, as required under various servicing agreements related to delinquent loans, which are ultimately paid back to us from the securitization trusts. Accounts receivable was $510.0 million at December 31, 2009, an increase of $154.0 million from December 31, 2008. The increase in accounts receivable was primarily a result of increases in outstanding delinquency and corporate and escrow advances as a result of the increase in the unpaid principal balance of loans serviced. During the period, our servicing portfolio increased from $21.3 billion to $33.7 billion from December 31, 2008 to December 31, 2009. As such, our accounts receivable balance increased significantly during the period

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as well as our corresponding borrowings under our MBS Advance Funding facilities that we utilize to fund such advances.

Mortgage loans held for sale was $203.1 million at December 31, 2009, a decrease of $357.3 million from December 31, 2008. The decrease was primarily the result of losses related to the transfer of $319.2 of these loans to held for investment in October 2009, the transfer of $73.3 million of these loans to real estate owned during 2009, partially offset by a significant increase in mortgage loans originated and awaiting sale at year end. As of December 31, 2009, mortgage loans held for sale are carried at fair value, as permitted under ASC 825, Financial Instruments. We estimate fair value by evaluating a variety of market indicators including recent trades and outstanding commitments.

Mortgage loans held for investment, subject to nonrecourse debt—legacy assets consist of nonconforming or subprime mortgage loans securitized which serve as collateral for the nonrecourse debt. These loans were transferred on October 1, 2009, from mortgage loans held for sale at fair value on the transfer date, as determined by the present value of expected future cash flows, with no valuation allowance recorded. Any decreases in expected cash flows subsequent to the transfer are recognized as a valuation allowance. Mortgage loans held for investment, subject to nonrecourse debt—legacy assets was $301.9 million at December 31, 2009. There were no mortgage loans held for investment at December 31, 2008.

Investment in debt securities—available-for-sale consists of beneficial interests we retain in securitization transactions accounted for as a sale under the guidance of ASC 860. At December 31, 2009, our investment in debt securities-available for sale was $2.5 million, a decrease of $6.8 million. This decrease was due to other-than-temporary impairment on such securities.

Receivables from affiliates consist of periodic transactions with Nationstar Regular Holdings, Ltd., a subsidiary of FIF HE Holdings LLC. These transactions typically involve the monthly payment of principal and interest advances that are required to be remitted to securitization trusts as required under various Pooling and Servicing Agreements. These amounts are later repaid to us when principal and interest advances are recovered from the respective borrowers. Receivables from affiliates were $12.6 million at December 31, 2009, an insignificant decrease from the $12.3 million at December 31, 2008.

Mortgage servicing rights consist of servicing assets related to all existing residential mortgage loans transferred to a third party in a transfer that meets the requirements for sale accounting, or through the acquisition of the right to service residential mortgage loans that do not relate to our assets. Mortgage servicing rights were $114.6 million at December 31, 2009, an increase of $3.8 million over December 31, 2008. The increase was primarily a result of the capitalization of newly created mortgage servicing rights of $8.3 million, combined with the purchase of $23.4 million in mortgage servicing rights, offset by the change in fair value of the mortgage servicing rights during 2009 of $27.9 million.

Property and equipment, net increased by approximately $1.3 million, primarily as a result of expenditures related to assets acquired in support of our servicing expansion.

Real estate owned, net represents property we acquired as a result of foreclosures on delinquent mortgage loans. Real estate owned, net is recorded at estimated fair value, less costs to sell, at the date of foreclosure. Any subsequent operating activity and declines in value are charged to earnings. Real estate owned, net was $10.3 million at December 31, 2009, a decrease of $11.5 million from December 31, 2008. This decrease was primarily a result of our efforts to liquidate our real estate owned properties.

Other assets consist of principally deferred financing costs, derivative financial instruments, and prepaid expenses. Other assets were $24.2 million at December 31, 2009, an increase of $8.4 million over December 31, 2008. This increase was primarily a result of an increase in the value of derivative instruments relating to our growing loan originations.

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Liabilities and Members’ Equity

At December 31, 2009, total liabilities were $1.0 billion, a $0.1 billion increase from December 31, 2008. The increase in total liabilities was primarily a result of the increase in our nonrecourse debt-Legacy Assets that resulted from the securitization of certain mortgage loans held for investment in November 2009.

At December 31, 2009, outstanding members’ equity was $263.8 million, a $7.9 million increase from December 31, 2008. The increase in members’ equity was primarily driven by capital contributions from our members of $88.0 million, share-based compensation during the year of $0.8 million, partially offset by our net loss of $80.9 million for the year.

Recent Accounting Developments

On January 1, 2010, we adopted new Financial Accounting Standards Board (FASB) accounting guidance on transfers of financial assets and consolidation of VIEs. This new accounting guidance revises sale accounting criteria for transfers of financial assets, including elimination of the concept of and accounting for qualifying special purpose entities (QSPEs), and significantly changes the criteria for consolidation of a VIE. The adoption of this new accounting guidance resulted in the consolidation of certain VIEs that previously were QSPEs that were not recorded on our Consolidated Balance Sheet prior to January 1, 2010. We recorded an $8.1 million charge to members’ equity on January 1, 2010 for the cumulative effect of the adoption of this new accounting guidance, which resulted principally from the derecognition of the retained interests in the securitizations. Initial recording of these assets and liabilities on our Consolidated Balance Sheet had no impact at the date of adoption on consolidated results of operations.

Accounting Standards Update No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements (Update No. 2010-06). Update No. 2010-06 requires additional disclosures about fair value measurements, including separate disclosures of significant transfers in and out of Level 1 and Level 2 fair value measurements and the reasons for the transfers. Additionally, the reconciliation for fair value measurements using significant unobservable inputs (Level 3) should present separately information about purchases, sales, issuances, and settlements. Update No. 2010-06 also clarifies previous disclosure requirements, including the requirement that entities provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements for both Level 2 and Level 3 measurements. The new disclosures and clarifications of existing disclosures required under Update No. 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, and was adopted for the interim reporting period ending March 31, 2010, except for the disclosures about purchases, sales, issuances, and settlement in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.

Accounting Standards Update No. 2010-18, Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset (Update No. 2010-18). Update No. 2010-18 clarifies the accounting treatment for modifications of loans that are accounted for within a pool under Subtopic 310-30, Receivables—Loans and Debt Securities Acquired with Deteriorated Credit Quality (Subtopic 310-30), requiring an entity to continue to include modified loans in the pool even if the modification of those loans would otherwise be considered a troubled debt restructuring. Loans accounted for individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring accounting provisions within Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors. The amendments in this update were effective for Nationstar for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. The adoption of Update No. 2010-18 did not have a material impact on our financial condition, liquidity or results of operations.

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Accounting Standards Update No. 2010-20, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses (Update No. 2010-20). Update No. 2010-20 is intended to provide users of financial statements with greater transparency regarding a company’s allowance for credit losses and the credit quality of its financing receivables. It is intended to provide additional information to assist financial statement users in assessing an entity’s credit risk exposures and evaluating the adequacy of its allowance for credit losses. The additional disclosure requirements for this amendment are effective for Nationstar for annual reporting periods ending on or after December 15, 2011. The adoption of Update No. 2010-20 will not have a material impact on Nationstar’s financial condition, liquidity or results of operations.

Liquidity and Capital Resources

Liquidity measures our ability to meet potential cash requirements, including the funding of servicing advances, paying operating expenses, origination of loans and repayment of borrowings. Our cash balance decreased from $41.6 million as of December 31, 2009 to $27.5 million as of September 30, 2010, primarily due to greater cash outflows from our financing activities to repay our outstanding debt facilities.

We shifted our strategy after 2007 to leverage our industry-leading servicing capabilities and capitalize on the opportunities to grow our origination platform has led to the strengthening of our liquidity position. As a part of our shift in strategy, we ceased originating non-prime loans in 2007, and new originations have been focused on loans that are eligible to be sold to government-sponsored enterprises. For the nine month periods ended September 30, 2010 and 2009, substantially all originated loans have either been sold or are pending sale. Additionally, we grew our servicing portfolio from $22.2 billion as of September 30, 2009 to $37.4 billion as of September 30, 2010.

As part of the normal course of our business, we borrow money to fund servicing advances and loan originations. The loans we originate are financed through several warehouse lines on a short-term basis. We typically hold the loans for approximately 30 days and then sell the loans or place them in government securitizations and repay the borrowings under the warehouse lines. We rely upon several counterparties to provide us with financing facilities to fund a portion of our servicing advances and to fund our loan originations on a short-term basis. Our ability to fund current operations depends upon our ability to secure these types of short-term financings on acceptable terms and to renew or replace the financings as they expire.

In March 2010, we completed the offering of $250 million of unsecured senior notes, which were issued with an issue discount of $7.0 million for net cash proceeds of $243.0 million, with a maturity date of April 2015. These unsecured senior notes pay interest biannually at an interest rate of 10.875%. Cash proceeds from this offering were used to paydown outstanding balances on our existing debt facilities. Should the need arise, we would be able to borrow additional amounts from our existing debt facilities on our outstanding pledged mortgage loans of approximately $154.5 million.

At this time, we see no material negative trends that we believe would affect our access to long-term borrowings, short-term borrowings or bank credit lines sufficient to maintain our current operations, or would likely cause us to cease to be in compliance with any applicable covenants in our indebtedness or that would inhibit our ability to fund operations and capital commitments for the next 12 months.

Our primary sources of funds for liquidity include: (i) lines of credit and other secured borrowings; (ii) servicing fees and ancillary fees; (iii) payments received from sale or securitization of loans; and (iv) payments received from mortgage loans held for sale.

Our primary uses of funds for liquidity include: (i) funding of servicing advances; (ii) origination of loans; (iii) payment of interest expenses; (iv) payment of operating expenses; and (v) repayment of borrowings.

Our servicing agreements impose on us various rights and obligations that affect our liquidity. Among the most significant of these obligations is the requirement that we advance our own funds to meet contractual principal and interest payments for certain investors and to pay taxes, insurance,

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foreclosure costs and various other items that are required to preserve the assets being serviced. Delinquency rates and prepayment speed affect the size of servicing advance balances.

We intend to continue to seek opportunities to acquire loan servicing portfolios, originations platforms and/or businesses that engage in loan servicing and/or loan originations. We cannot predict the extent to which our liquidity and capital resources will be diminished by any such transactions. Additionally, we believe that a significant acquisition may require us to raise additional capital to facilitate such a transaction. We would likely finance acquisitions through a combination of corporate debt issuances, asset-backed acquisition financing and/or cash from operations.

Operating Activities

Our operating activities provided $24.5 million and $100.4 million of cash flow for the nine months ended September 30, 2010 and 2009, respectively. The decrease of $75.9 million was primarily due to the net effect of the following:

•  Origination volume of $1,960.1 million for the nine months ended September 30, 2010 compared to $1,004.7 million for the nine months ended September 30, 2009.

•  Decreased proceeds of $96.4 million primarily due to greater recoveries experienced on our outstanding principal and interest advances to our unconsolidated securitization trusts that were recovered during the first nine months of 2009.

•  Decrease in other changes in mortgages loans held for sale of $301.3 million due to lower loan payoffs and other principal receipts on mortgage loans held for sale.

•  Offset by $1,111.8 million increase from proceeds received from sale of loans due to increased origination volume in 2010.

•  Increase of $96.3 million primarily due to increased delinquency advances to investors to cover scheduled payments of principal and interest that are required to be remitted to securitization trusts.

•  Increase of $77.8 million in attributable to decrease in net loss period over period, primarily a result of increased revenues from our higher servicing portfolio and increased volume in loan originations.

Our operating activities (used) provided $(83.6) million, $40.2 million and $723.2 million of cash flow for the years ended December 31, 2009, 2008 and 2007, respectively. The decrease in operating cash flow from 2008 to 2009 was primarily due to $934.6 million higher volume of originations in 2009, offset by $493.5 million increase from proceeds received from sale of loans and $268.9 million increase in principal payments received from loans. The significant decrease in operating cash flow from 2007 to 2008 was primarily due to a $4.4 billion decrease from proceeds received from sale of loans and a $267.9 million decrease in principal payments received from loans, offset by $3.9 billion decrease in the volume of originations and purchased loans in 2008.

Investing Activities

Our investing activities provided $85.9 million and $30.0 million of cash flow for the nine months ended September 30, 2010 and 2009, respectively. The increase in cash flows from investing activities from 2009 to 2010 was primarily a result of an increase in cash proceeds from sales of real estate owned.

Our investing activities provided (used) $30.0 million, $(34.6) million and $(86.3) million of cash flow for the years ended December 31, 2009, 2008 and 2007, respectively. The increase in cash flow from investing activities from 2008 to 2009 was primarily due to the absence of interest rate swap settlements in 2009 compared to $51.6 million of settlements in 2008 and a $17.8 million decrease in cash used for the purchase of mortgage servicing rights, net of liabilities, offset by no principal payments received from debt securities in 2009 compared to $8.4 million in 2008. The increase in

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investing cash flow from 2007 to 2008 was primarily due to the purchase of debt securities in 2007 of $113.8 million compared to no purchases in 2008, offset by the aforementioned swap settlements of $51.6 million and a $19.0 million purchase of mortgage servicing rights, net of liabilities in 2008.

Financing Activities

Our financing activities used $124.5 million and $109.0 million of cash outflow for the nine months ended September 30, 2010 and 2009, respectively. The increase in cash outflow from financing activities from 2009 to 2010 was primarily a result of the March 2010 offering of Senior Unsecured Notes resulting in net cash proceeds of $243.0 million. Proceeds from the March offering were used to pay down our existing debt facilities, resulting in a decrease in our outstanding notes payable of $239.6 million for the nine months ended September 30, 2010, compared to the net decrease in our outstanding notes payable balance of $82.4 million for the nine months ended September 30, 2009. In addition, for the nine months ended September 30, 2010, we paid down our other outstanding nonrecourse debt facility balances by $37.2 million and paid out an additional $1.3 million in debt financing costs compared to the nine months ended September 30, 2009. We also did not receive any capital contributions from our existing members in 2010, compared to $20.7 million in capital contributions received in 2009.

Our financing activities provided (used) $85.9 million, $(37.5) million and $(606.0) million of cash flow for the years ended December 31, 2009, 2008 and 2007, respectively. The increase in cash flow from financing activities from 2008 to 2009 was primarily due to the non-recourse debt, net issued in 2009 related to the secured financing of our legacy assets. The decrease in cash used in financing activities from 2008 to 2007 was primarily attributable to an $841.8 million decrease in cash used to pay down our existing warehouse facilities due to a decrease in securitizations closed in 2008. This decrease was offset by a $262.4 million decrease in capital contributions received from existing members in 2008.

Contractual Obligations

The table below sets forth our contractual obligations, excluding our Legacy Asset Securitized Debt and ABS nonrecourse debt, as of September 30, 2010:

			2011		2013		2015
	2010		to 2012		to 2014		to 2016		After 2016		Total
	(dollars in thousands)
Senior Unsecured Notes	$	—	$	—	$	—	$	250,000	$	—	$	250,000
Interest expense from Senior Unsecured Notes		20,768		54,375		54,375		6,797		—		136,315
MBS Advance Financing Facility		113,615		—		—		—		—		113,615
ABS Advance Financing Facility		—		225,800		—		—		—		225,800
MSR Notes		1,388		11,106		4,627		—		—		17,121
$300 Million Warehouse Facility		—		113,000		—		—		—		113,000
$100 Million Warehouse Facility(1)		30,051		—		—		—		—		30,051
$75 Million Warehouse Facility(1)		24,634		—		—		—		—		24,634
GSE ASAP+ Short-Term Financing Facility		8,051		—		—		—		—		8,051
Operating leases(2)		1,551		11,285		8,182		2,217		—		23,235
	$	200,058	$	415,566	$	67,184	$	259,014	$	—	$	941,822

Notes:

(1)	In October 2010, each of our $100 Million Warehouse Facility and $75 Million Warehouse Facility were amended to extend the maturity dates to December 2011 and October 2011, respectively. In addition, the facilities were increased to $100 million and $75 million, respectively.
(2)	In October 2010, we executed a sixty-four month lease agreement which requires us to make total monthly base rent payments averaging approximately $113.0 thousand over the term of the lease.

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In addition to the above contractual obligations, we have also been involved with several securitizations of asset-backed securities, which were structured as secured borrowings. These structures resulted in us carrying the securitized loans as mortgages on our consolidated balance sheet and recognizing the asset-backed certificates acquired by third parties as nonrecourse debt. The timing of the principal payments on this nonrecourse debt is dependent on the payments received on the underlying mortgage loans and liquidation of real estate owned. The outstanding principal balance on our Nonrecourse Debt—Legacy Assets and ABS nonrecourse debt was $169.4 million and $1,042.8 million respectively, as of September 30, 2010.

Summary of Other Indebtedness

Senior Unsecured Notes

In March 2010, we completed the offering of $250 million of unsecured senior notes, which were issued with an issue discount of $7.0 million for net cash proceeds of $243.0 million, with a maturity date of April 2015. These unsecured senior notes pay interest biannually at an interest rate of 10.875%.

Servicing

Our Servicing Segment’s debt consists of our MBS Advance Financing Facility, our ABS Advance Financing Facility and our MSR Notes. As of September 30, 2010, the two separate financing facilities had $625.0 million of committed capacity to fund the Servicing Segment. In addition, we had $17.1 million of notes outstanding that we had entered into to purchase a portfolio of mortgage servicing rights.

MBS Advance Financing Facility

Our MBS Advance Financing Facility is used to finance our obligations to pay advances as required by our servicing agreements. These agreements may require us to advance certain payments to the owners of the mortgage loans we service, including: principal and interest, or P&I advances, taxes and insurance, or T&I advances, or legal fees, maintenance and preservation costs, or corporate advances. See “Industry—Servicing Industry Overview.”

In September 2009, we entered into our MBS Advance Financing Facility with a government- sponsored enterprise which currently has a total facility size of $275.0 million. Our MBS Advance Financing Facility is secured by certain servicing advance receivables and is subject to margin calls in the event that the value of our collateral decreases. We draw on the facility periodically throughout the month, as necessary, to satisfy our advancing obligations under our servicing agreements, and we repay the facility when advances are recovered through liquidations, prepayments and reimbursement of advances from modifications.

Our MBS Advance Facility requires us to comply with various customary operating covenants and performance tests on the underlying receivables related to payment rates and minimum balance. The interest rate is based on LIBOR plus a margin of 2.50%. The maturity date of this facility is December 2010. As of September 30, 2010, we were in compliance with all covenants and performance tests under our MBS Advance Financing Facility and had an aggregate principal amount of $113.6 million outstanding.

ABS Advance Financing Facility

In November 2007, we entered into our ABS Advance Financing Facility with a financial services company. In December 2009, we entered into an amendment to our ABS Advance Financing Facility, which, as amended, has a total facility size of $350.0 million. The transaction was a securitization of the servicing advance receivables that entailed the issuance and sale of $174.0 million in term notes and $176.0 million in variable funding notes. Our ABS Advance Financing Facility is a non-recourse

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obligation that is secured by certain servicing advance receivables. We draw on the facility periodically throughout the month, as necessary, to satisfy our advancing obligations under our servicing agreements, and we repay the facility when advances are recovered through liquidations, prepayments and reimbursement of advances after modifications. The balance of the $174.0 million term notes stay constant, while the variable funding notes fluctuate with our financing needs.

Our ABS Advance Facility requires us to comply with various customary operating covenants and performance tests on the underlying receivables related to payment rates and minimum balance. The interest rate is based on LIBOR, subject to an interest rate swap, and had a weighted average cost of 5.01% during the nine months ended September 30, 2010. Upon an event of default, the notes issued by the servicing advance facilities may be declared immediately due and payable. The stated maturity date of this facility is December 2013, twenty-four months after the repayment date of December 2011. As of September 30, 2010, we were in compliance with all covenants and performance tests under our ABS Advance Financing Facility and had an aggregate principal amount of $225.8 million outstanding.

MSR Notes

In October 2009, we entered into our MSR Notes, with an aggregate principal amount of $22.2 million, to a government-sponsored enterprise to finance our acquisition of certain mortgage servicing rights. Our MSR Notes are secured by all of our rights, title and interest in the mortgage servicing rights that we acquired in the transaction.

Our MSR Notes require us to comply with various customary operating covenants and specific covenants including maintaining a disaster recovery plan, maintaining priority of the lender’s lien, and certain covenants related to the collateral and limitations on the creation of liens on the collateral or assigned servicing compensation. The interest rate is based on LIBOR plus a margin of 2.50%. The maturity date of our MSR Notes is October 2013. As of September 30, 2010, we had an aggregate principal amount of $17.1 million outstanding.

Originations

As of September 30, 2010 we maintained four separate financing facilities with $400 million of committed capacity to fund the Originations Segment: our $300 Million Warehouse Facility, our $100 Million Warehouse Facility, our $75 Million Warehouse Facility and our GSE ASAP+ Short-Term Financing Facility.

$300 Million Warehouse Facility

Our $300 Million Warehouse Facility is used to finance our loan originations on a short-term basis. In the ordinary course, we originate mortgage loans on a near-daily basis, and we use a combination of our four warehouse facilities and cash to fund the loans. We agree to transfer to our counterparty certain mortgage loans against the transfer of funds by the counterparty, with a simultaneous agreement by the counterparty to transfer the loans back to us at a date certain, or on demand, against the transfer of funds from us. We typically renegotiate our warehouse facilities on an annual basis. See “Industry—Industry Overview.”

In July 2006, we entered into our $300 Million Warehouse Facility with a financial services company. In January 2010, we amended our $300 Million Warehouse Facility, which, as amended, has a total facility size of $300.0 million. We sell our newly originated mortgage loans to our counterparty to finance the origination of our mortgage loans and typically repurchase the loan within 30 days of origination when we sell the loan to a government-sponsored enterprise or into a government securitization.

Our $300 Million Warehouse Facility requires us to comply with various customary operating covenants and specific covenants including maintaining a minimum tangible net worth of

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$150.0 million, limitations on transactions with affiliates, maintenance of liquidity of $20 million and the maintenance of additional funding through warehouse loans. The interest rate is based on LIBOR plus a margin of 2.00%, with a minimum interest rate of 4.00%. The termination date of this facility is February 2011. As of September 30, 2010, we were in compliance with all covenants and performance tests under our $300 Million Warehouse Facility and had an aggregate principal amount of $113.0 million outstanding.

$100 Million Warehouse Facility

In October 2009, we entered into our $100 Million Warehouse Facility with a financial services company with a total facility size of $50.0 million. In October 2010, this facility was increased to $100.0 million. We sell our newly originated mortgage loans to our counterparty to finance the origination of our mortgage loans and typically repurchase the loan within 30 days of origination when we sell the loan to a government-sponsored enterprise or into a government securitization.

Our $100 Million Warehouse Facility requires us to comply with various customary operating covenants and specific covenants including maintaining additional warehouse facilities, restrictions on the assignment of purchased loans, limits on transactions with affiliates and certain financial covenants, including maintaining a minimum tangible net worth of $150.0 million. The interest rate is based on LIBOR plus a margin of 3.50%. The termination date of this facility is December 2011. As of September 30, 2010, we were in compliance with all covenants and performance tests under our $100 Million Warehouse Facility and had an aggregate principal amount of $30.1 million outstanding.

$75 Million Warehouse Facility

In February 2010, we entered into our $75 Million Warehouse Facility with a financial services company, with a total facility size of $50.0 million. In October 2010, this facility was increased to $75.0 million. We sell our newly originated mortgage loans to our counterparty to finance the origination of our mortgage loans and typically repurchase the mortgage loan within 30 days of origination when we sell the mortgage loan to a government- sponsored enterprise or into a government securitization.

Our $75 Million Warehouse Facility requires us to comply with various customary operating covenants and specific covenants including financial covenants regarding our liquidity ratio of liabilities and warehouse credit to net worth and operating income, maintenance of a minimum tangible net worth of $150.0 million, maintenance of additional warehouse facilities and limitations on entering into warehouse facilities with more favorable terms (with respect to the lender) than this facility without also applying those more favorable terms to this facility. The interest rate is based on LIBOR plus a margin of 3.25%. The termination date of this facility is October 2011. As of September 30, 2010, we were in compliance with all covenants and performance tests under this facility and had an aggregate principal amount of $24.6 million outstanding.

GSE ASAP+ Short-Term Financing Facility

During 2009, we began executing a series of As Soon As Pooled Plus, or ASAP+, agreements with a government-sponsored enterprise with a total commitment of $50.0 million. Pursuant to these agreements, we agree to transfer to the government-sponsored enterprise certain mortgage loans against the transfer of funds by the government-sponsored enterprise, with a simultaneous agreement by the counterparty to transfer the loans back to us at a date certain, or on demand, against the transfer of funds from us. The interest rate is based on LIBOR plus a margin of 1.50%. These agreements typically have a maturity of up to 45 days. As of September 30, 2010, we had an aggregate principal amount of $8.1 million outstanding.

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Legacy Assets and Other

Legacy Asset Term-Funded Notes

In November 2009, we completed the securitization of approximately $222.4 million of mortgage assets and issued our Legacy Asset Term-Funded Notes. The interest rate is 7.50%, subject to an available funds cap. In conjunction with the securitization, we reclassified our legacy assets as “held for investment” on our consolidated balance sheet and recognize the Legacy Asset Term-Funded Notes as non-recourse debt. We pay the principal and interest on these notes using the cash flows from the underlying legacy assets, which serve as collateral for the debt. As of September 30, 2010, the aggregate unpaid principal balance of the legacy assets that secure our Legacy Asset Term-Funded Notes was $447.6 million. Monthly cash flows generated from the legacy assets are used to service the debt, which has a final legal maturity of October 2039. As of September 30, 2010, our Legacy Asset Term-Funded Notes had a par amount and carrying value, net of financing costs and unamortized discount of $169.4 million and $145.7 million, respectively.

ABS Nonrecourse Debt

Effective January 1, 2010, new accounting guidance eliminated the concept of a QSPE, and all existing securitization trusts are considered VIEs and are now subject to new consolidation guidance provided in ASC 810. Upon consolidation of these VIEs, Nationstar derecognized all previously recognized beneficial interests obtained as part of the securitization. In addition, Nationstar recognized the securitized mortgage loans as mortgage loans held for investment, subject to ABS nonrecourse debt, and the related asset-backed certificates acquired by third parties as ABS nonrecourse debt on Nationstar’s consolidated balance sheet. Additionally, Nationstar elected the fair value option provided for by ASC 825-10. The principal and interest on these notes are paid using the cash flows from the underlying mortgage loans, which serve as collateral for the debt. The interest rate paid on the outstanding securities is based on LIBOR plus a spread ranging from 0.19% to 2.50%, which is subject to an interest rate cap. The total outstanding principal balance on the underlying mortgage loans servicing as collateral for the debt was approximately $1,012.0 million at September 30, 2010. The timing of the principal payments on this ABS nonrecourse debt is dependent on the payments received on the underlying mortgage loans. The outstanding principal balance on the outstanding notes related to these consolidated securitization trusts was $1,042.8 million at September 30, 2010.

Variable Interest Entities

We have been the transferor in connection with a number of securitizations or asset-backed financing arrangements, from which we have continuing involvement with the underlying transferred financial assets. We aggregate these securitizations or asset-backed financing arrangements into two groups: 1) securitizations of residential mortgage loans and 2) transfers accounted for as secured borrowings.

Effective January 1, 2010, new accounting guidance related to VIEs eliminated the concept of a QSPE and all existing SPEs are now subject to the new consolidation guidance. Upon adoption of this new accounting guidance, we identified certain securitization trusts where we, through our affiliates, continued to hold beneficial interests in these trusts. These retained beneficial interests obligate us to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant. In addition, as Master Servicer on the related mortgage loans, we retain the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE. When it is determined that we have both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE, the assets and liabilities of these VIEs are included in our consolidated financial statements. Upon consolidation of these VIEs, we derecognized all previously recognized beneficial interests obtained as part of the securitization, including any retained investment in debt securities, mortgage servicing rights, and any

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remaining residual interests. In addition, we recognized the securitized mortgage loans as mortgage loans held for investment, subject to ABS nonrecourse debt, and the related asset-backed certificates acquired by third parties as ABS nonrecourse debt on our consolidated balance sheet.

We also maintained various agreements with SPEs, under which we transfer mortgage loans and/or advances on residential mortgage loans in exchange for cash. These SPEs issue debt supported by collections on the transferred mortgage loans and/or advances. These transfers do not qualify for sale treatment because we continue to retain control over the transferred assets. As a result, we account for these transfers as financings and continue to carry the transferred assets and recognize the related liabilities on our consolidated balance sheet. Collections on the mortgage loans and/or advances pledged to the SPEs are used to repay principal and interest and to pay the expenses of the entity. The holders of these beneficial interests issued by these SPEs do not have recourse to us and can only look to the assets of the SPEs themselves for satisfaction of the debt.

SPEs created for the purpose of issuing debt supported by collections on loans that have been transferred to it are considered VIEs. VIEs for which we are the primary beneficiary and have the power to direct the activities that directly impact the economic performance are consolidated into our consolidated financial statements.

A summary of the assets and liabilities of our transactions with VIEs included in our consolidated financial statements as of September 30, 2010 is presented in the following table (in thousands).

			Transfers
			Accounted for as
	Securitization		Secured
	Trusts		Borrowings		Total
Assets
Restricted cash	$	2,690	$	24,775	$	27,465
Accounts receivable		2,949		274,079		277,028
Mortgage loans held for investment, subject to nonrecourse debt		—		269,227		269,227
Mortgage loans held for investment, subject to ABS nonrecourse debt		542,493		—		542,493
Real estate owned		19,743		9,534		29,277
Total Assets	$	567,875	$	577,615	$	1,145,490
Liabilities
Notes payable	$	—	$	225,800	$	225,800
Payables and accrued liabilities		79		1,185		1,264
Outstanding servicer advances(1)		33,678		—		33,678
Derivative financial instruments		—		9,917		9,917
Derivative financial instruments, subject to ABS nonrecourse debt		20,397		—		20,397
Nonrecourse debt—Legacy Assets		—		145,649		145,649
ABS nonrecourse debt		498,579		—		498,579
Total Liabilities	$	552,733	$	382,551	$	935,284

(1) Outstanding servicer advances consists of principal and interest advances paid by Nationstar to cover scheduled payments and interest that have not been timely paid by borrowers. These outstanding servicer advances are eliminated upon the consolidation of the securitization trusts.

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Off Balance Sheet Arrangements

A summary of the outstanding collateral and certificate balances for securitization trusts, including any retained beneficial interests and mortgage servicing rights, that were not consolidated by us for the periods ending September 30, 2010 and December 31, 2009 are presented in the following table (in thousands).

	September 30,		December 31,
	2010(1)		2009(2)
Total collateral balance	$	4,136,395	$	3,240,879
Total certificate balance		4,127,411		3,262,995
Total beneficial interests held at fair value		—		2,486
Total mortgage servicing rights at fair value		26,770		20,505

(1)	Unconsolidated securitization trusts as of September 30, 2010 consist of VIE’s where we have neither the power to direct the activities that most significantly impact the VIE’s economic performance or the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.
(2)	Unconsolidated securitization trusts as of December 31, 2009 consists of those qualifying for sale treatment under ASC 860.

Derivatives

We record all derivative transactions at fair value on our consolidated balance sheets. We use these derivatives primarily to manage our interest rate risk and price risk associated with interest rate lock commitments, which we refer to as IRLCs. We actively manage the risk profiles of our IRLCs and mortgage loans held for sale on a daily basis. To manage the price risk associated with IRLCs, we enter into forward sales of mortgage-backed securities in an amount equal to the portion of the IRLC we expected to close, assuming no change in interest rates.

In addition, to manage the interest rate risk associated with mortgage loans held for sale, we enter into forward sales of mortgage-backed securities to deliver mortgage loan inventory to investors.

We also entered into interest rate cap agreements to hedge the interest payments on our ABS Servicing Facility and our MBS Servicing Facility. These interest rate cap agreements generally require an upfront payment and receive cash flow only when a variable rate based on LIBOR exceeds a defined interest rate. As of September 30, 2010, these interest rate cap agreements were out of the money and, unless there is a significant change to LIBOR, we do not anticipate a material effect to our consolidated financial statements.

To hedge the aggregate risk of interest rate fluctuations with respect to our outstanding borrowings, we have entered into swap agreements whereby we receive floating rate payments in exchange for fixed rate payments, effectively converting our outstanding borrowings to fixed rate debt.

As part of our January 1, 2010 adoption of new accounting guidance related to VIEs, we were required to consolidate certain VIEs related to previous asset-backed securitizations that were treated as sales under GAAP. Accordingly, we recognized all assets and liabilities held by these securitization trusts in our consolidated balance sheet. As a form of credit enhancement to the senior noteholders, these securitization trusts contained embedded interest rate swap agreements to hedge the required interest payments on the underlying asset-backed certificates. These interest rate swap agreements generally require the securitization trust to pay a variable interest rate and receive a fixed interest rate based on LIBOR.

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GLOSSARY OF INDUSTRY TERMS

Adjustable Rate Mortgage.  A mortgage loan where the interest rate on the loan adjusts periodically based on a specified index and margin agreed to at the time the loan is originated.

Agency and Government Conforming Loan.  A mortgage loan that meets all requirements (loan type, maximum amount, loan-to-value ratio and credit quality) for purchase by Fannie Mae, Freddie Mac or FHA.

Compensating Interest.  Money paid to the owner of a mortgage loan or pool of mortgage loans on a monthly basis (typically by the servicer from its own funds) to compensate the owner of the mortgage loan for interest shortfalls caused by intra-month prepayments.

Consumer Direct Retail Origination.  A type of mortgage loan origination pursuant to which a lender markets refinancing and purchase money mortgage loans directly to selected consumers.

Conventional Mortgage Loans.  A mortgage loan that is not guaranteed or insured by the FHA, the VA or any other government agency. Although a conventional loan is not insured or guaranteed by the government, it can still follow the guidelines of government-sponsored enterprises.

Corporate Advance.  A servicing advance to pay costs and expenses incurred in foreclosing upon, preserving and selling real estate owned, including attorneys’ and other professional fees and expenses incurred in connection with foreclosure and liquidation or other legal proceedings arising in the course of servicing the mortgage loans.

Credit-Sensitive Loan.  A mortgage loan with certain characteristics such as low borrower credit quality, relaxed original underwriting standards and high loan-to-value ratio, which we believe indicates that the mortgage loan presents an elevated credit risk.

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

Department of Veterans Affairs (VA).  The United States Department of Veterans Affairs is a cabinet-level department of the U.S. federal government, which guarantees certain home loans for qualified borrowers.

Distributed Retail Originations.  A type of mortgage loan origination pursuant to which a lender markets primarily purchase money mortgage loans directly to consumers from local branches.

Fannie Mae.  The Federal National Mortgage Association, a federally chartered association that buys mortgage loans from lenders and resells them as securities in the secondary mortgage market.

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

Float Income.  Interest income earned by a servicer on (i) funds collected from borrowers during the period of time between receipt of the funds and the remittance of the funds to investors and (ii) funds collected from borrowers for the payment of taxes and insurance, where applicable.

Freddie Mac.  The Federal Home Loan Mortgage Corporation, a federally chartered corporation that buys mortgage loans from lenders and resells them as securities in the secondary mortgage market.

Ginnie Mae.  The Government National Mortgage Association, a wholly-owned U.S. federal government corporation that is an agency of the Department of Housing and Urban Development. The main focus of Ginnie Mae is to ensure liquidity for U.S. federal government-insured mortgages including those insured by the FHA. Ginnie Mae guarantees to investors who purchase mortgage- backed securities the timely payment of principal and interest. Ginnie Mae securities are the only mortgage-backed securities to carry the full faith and credit guarantee of the U.S. federal government.

Government-Sponsored Enterprise.  Financing corporations established by the United States Congress, including Fannie Mae, Freddie Mac and the Federal Home Loan Banks.

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High-Touch Servicing.  A servicing model that is designed to increase borrower repayment performance with a view towards home ownership preservation, and to decrease borrower delinquencies and defaults on mortgage portfolios. This model emphasizes a focus on loss mitigation and frequent interactions with borrowers—via telephone, mail, electronic communications and other personal contact methods.

Home Affordable Modification Program (HAMP).  A U.S. federal government program designed to help eligible homeowners avoid foreclosure through mortgage loan modifications. Participating servicers may be entitled to receive financial incentives in connection with loan modifications they enter into with eligible borrowers and subsequent “pay for success” fees to the extent that a borrower remains current in any agreed upon loan modification.

Independent Loan Servicer.  A loan servicer that is not affiliated with a depository institution.

Loan Modification.  Temporary or permanent modifications, including re-modifications, to the terms and conditions of a borrower’s original mortgage loan. Loan modifications are usually made to loans that are in default, or in imminent danger of defaulting.

Loan-to-Value Ratio (LTV).  The unpaid principal balance of a mortgage loan as a percentage of the total appraised value of the property that secures the loan. LTV is one of the key risk factors that originators assess when qualifying borrowers for a mortgage loan. A loan with a low LTV is seen as less of a credit risk than a loan with a high LTV. An LTV over 100% indicates that the unpaid principal balance of the mortgage loan exceeds the value of the property.

Loss Mitigation.  The range of servicing activities designed by a servicer to minimize the losses suffered by the owner of a mortgage loan in connection with a borrower default. Loss mitigation techniques include short-sales, deed-in-lieu of foreclosures and loan modifications, among other options.

Making Home Affordable Plan (MHA).  Also known as the President of the United States’ Homeowner Affordability and Stability Plan. A U.S. federal government program designed to help eligible homeowners avoid foreclosure and keep their homes by refinancing their existing mortgages. MHA loans are available to eligible homeowners with loan-to-value ratios of up to 125%.

Mortgage Servicing Right.  The right to service a loan or pool of loans and to receive a servicing fee. Mortgage servicing rights may be bought and sold, resulting in the transfer of loan servicing obligations.

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

Non-Recoverable Advance.  A servicing advance made by a servicer, which will not ultimately be recoverable by the servicer from funds received upon liquidation of the underlying property of the mortgage loan.

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

P&I Advance.  A servicing advance to cover scheduled payments of principal and interest that have not been timely paid by borrowers. P&I Advances serve to ensure the cash flows paid to holders of securities issued by the residential mortgage-backed securities trust.

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

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

Prime Mortgage Loan.  Generally, a high-quality mortgage loan that meets the underwriting standards set by Fannie Mae, Freddie Mac and Ginnie Mae and is eligible for purchase or securitization in the secondary mortgage market. Prime mortgage loans generally have lower default risk and are

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made to borrowers with good credit records and a monthly income at least three to four times greater than their monthly housing expenses (mortgage payments plus taxes and other debt payments). Mortgages not classified as prime mortgages are generally called either non-prime or Alt-A.

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

Residential Mortgage-Backed Security.  A fixed income security backed by pools of residential mortgages.

Servicing.  The performance of contractually specified administrative functions with respect to a mortgage loan or pool of mortgage loans. Duties of a servicer typically include, among other things, collecting monthly payments, maintaining escrow accounts, providing periodic reports and managing insurance. A servicer is generally compensated with a specific fee outlined in the contract established prior to the commencement of the servicing activities.

Servicing Advance.  In the course of servicing loans, servicers are required to make servicing advances that are reimbursable from collections on the related mortgage loan. There are typically three types of servicing advances: P&I Advances, T&I Advances and Corporate Advances. Servicing advances are reimbursed to the servicer if and when the borrower makes a payment on the underlying mortgage loan or upon liquidation of the underlying mortgage loan. The types of servicing advances that a servicer must make are set forth in its servicing agreement with the owner of the mortgage loan or pool of mortgage loans.

Servicing Advance Facility.  A secured financing facility backed by a pool of mortgage servicing advance receivables made by a servicer to the owner of a mortgage loan or pool of mortgage loans.

Special Servicers.  Special servicers are responsible for enhancing recoveries on delinquent loans and real estate owned assets. Loans are transferred to a special servicer based on predetermined delinquency or other performance measures.

Subservicing.  Subservicing is the process of outsourcing the duties of the primary servicer to a third party servicer. The third party servicer performs the servicing responsibilities for a fee and is typically not responsible for making servicing advances.

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

Unpaid Principal Balance.  The amount of principal outstanding on a mortgage loan or a pool of mortgage loans. Unpaid principal balance is used as a means of estimating future revenue stream for a servicer.

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

Wholesale Origination.  A type of mortgage loan origination pursuant to which a lender acquires refinancing and purchase money mortgage loans from third party mortgage brokers or correspondent lenders.

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INDUSTRY

We conduct our business in the residential mortgage industry in the United States. We participate in two distinct, but related, sectors of the mortgage industry: residential mortgage loan servicing and residential mortgage loan originations.

Servicing Industry Overview

According to Inside Mortgage Finance, there were $10.8 trillion in residential mortgage loans outstanding in the United States as of December 31, 2009, and each mortgage loan must be serviced by a loan servicer. Loan servicers normally earn a servicing fee of 25 to 50 basis points per annum on the unpaid principal balance of loans serviced, as well as associated ancillary fees, such as late fees. Consequently, a loan servicer can create value for both itself and the owner of the mortgage loan by increasing the number of borrowers that remain current in their repayment obligations. Owners may include a lender, investor or residential mortgage-backed securities trust, in the case of a securitized pool of mortgages.

Loan servicing primarily involves the calculation, collection and remittance of principal and interest payments, the administration of mortgage escrow accounts, the collection of insurance claims, the administration of foreclosure procedures, the management of real estate owned and the making of required advances.

Source: Federal Reserve, Mortgage Bankers Association

In a weak economic and credit environment with elevated delinquencies and defaults, servicing becomes operationally more challenging and more capital intensive as servicers need to add and train staff to manage the increase in delinquent borrowers. In addition, servicers are generally required to make advances on delinquent mortgage loans for principal and interest payments, taxes, insurance, legal fees and property maintenance fees, all of which are typically recovered upon foreclosure or liquidation. According to the Mortgage Bankers Association, delinquent loans and foreclosures have increased from $0.6 trillion at December 2006 to $1.5 trillion at June 30, 2010. Furthermore, Fannie Mae estimates that as of September 30, 2010, it had $780 billion of assets within its own portfolio with characteristics that we believe make them credit-sensitive.

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Mortgage Servicing Functions

Loan servicers play a key role in the residential mortgage market by providing loan servicing functions on behalf of the owners of mortgage loans including collecting the scheduled principal and interest payments, taxes and insurance, performing customer service functions and taking active steps to mitigate any potential losses associated with borrower delinquencies and defaults. Typically, a servicer is contractually obligated to service a mortgage loan in accordance with accepted servicing industry practices as well as applicable regulations and statutes. A servicer’s rights and obligations are governed by the pooling and servicing agreement for the underlying loans. A subservicer’s rights and obligations are governed by the subservicing agreement with the third party that owns the related mortgage servicing rights.

To the extent a borrower does not make a payment, servicers are generally required to make advances of principal and interest, taxes and insurance and legal fees until such time as the underlying property is liquidated or the servicer determines that additional advances will not be recoverable from future payments, proceeds or other collections on the mortgage loan. In the event of a foreclosure, servicers are entitled to reimbursement of advances from the sale proceeds of the related property. Typically, in the event of non-recoverable advances, from collections on other mortgage loans in the related residential mortgage-backed securities trusts they service.

Collection efforts attempt to maximize early contact with borrowers who are late or newly delinquent, with more focused attention on borrowers of lower credit quality. In addition, servicers are responsible for closely managing their collection calls and letter campaigns which are tailored to specific loan products.

Loan Servicing Landscape

The majority of loan servicing in the United States is performed by the nation’s money center banks such as Bank of America, Wells Fargo, JPMorgan Chase and Citibank, which together service approximately 56% of all outstanding mortgage loans on one to four-family residences as of December 31, 2009. These bank-owned servicers mainly service prime, performing mortgages and are most effective at routine account management of portfolios with low delinquencies that require limited interaction with the borrowers. The traditional servicer model was constructed to process simple payments and minimize costs, and functioned well in environments characterized by low delinquencies and defaults. However, in the current environment of rising delinquencies, extensive foreclosures and elevated real estate owned activity, traditional servicers are experiencing higher operating costs, and their performance metrics are declining due to the elevated level of foreclosures and liquidation processes. According to the Congressional Oversight Panel, from July 2007 through August 2009, 1.8 million homes were lost to foreclosure and 5.2 million more foreclosures were commenced. As of October 2009, one in eight mortgages were in foreclosure or default. Given this environment, there is a demonstrated need for high-touch servicers of credit-sensitive assets, resulting in significant growth opportunities for us and other independent high-touch loan servicers.

Servicer Compensation

Loan servicers primarily service loans on which they own the mortgage servicing right, which is referred to as primary servicing. Alternatively, loan servicers may enter into a subservicing agreement with the entity that owns the mortgage servicing right pursuant to which the servicer agrees to service the loan on the owner’s behalf. Loan servicers earn servicing fees pursuant to these mortgage servicing rights and subservicing contracts, and these fees represent the largest source of revenue from loan servicing operations. By purchasing the mortgage servicing right, the loan servicer is generally entitled to receive 25 to 50 basis points annually on the average unpaid principal balance of the loans serviced. Under subservicing arrangements, where the loan servicer does not pay for the mortgage servicing right and is not required to make advancing obligations, the servicer generally receives between 5 and 45 basis points annually on the unpaid principal balance. The servicing and subservicing fees are

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typically supplemented by ancillary fees, including late fees, insufficient funds fees, convenience fees and interest income earned on loan payments that have been collected but have not yet been remitted to the owner of the mortgage loan, or float. Loan servicers have additional opportunities to provide value-added services to the owners of the loans they service. These value-added services can include obtaining broker price opinions for valuation of underlying properties, trustee services, real estate owned preservation services and other revenues related to real estate owned sales.

Advances

In the course of servicing delinquent loans, servicers are required to make advances that are reimbursable from collections on the related mortgage loan, or in the event of a non-recoverable advance, from collections on other mortgage loans in the related residential mortgage-backed securities trust.

There are generally three types of advances: P&I Advances, T&I Advances and Corporate Advances.

P&I Advances:  Advances to cover scheduled payments of principal and interest that have not been timely paid by borrowers. P&I Advances serve to smooth the cash flows paid to holders of securities issued by the residential mortgage-backed securities trust.

T&I Advances:  Advances to pay specified expenses associated with the preservation of a mortgaged property or the liquidation of defaulted mortgage loans, including, but not limited to, property taxes, insurance premiums or other property-related expenses that have not been timely paid by borrowers.

Corporate Advances:  Advances to pay costs and expenses incurred in foreclosing upon, preserving and selling real estate owned, including attorneys’ and other professional fees and expenses incurred in connection with foreclosure and liquidation or other legal proceedings arising in the course of servicing mortgage loans.

A servicer may decide to stop making P&I Advances prior to liquidation of the mortgage loan if the servicer deems future P&I Advances to be non-recoverable. In this circumstance, T&I Advances and Corporate Advances will likely continue in order to preserve existing value of the mortgage loan and complete the foreclosure and real estate owned sale process.

Servicers of Fannie Mae MBS are reimbursed by Fannie Mae for their advances upon completion of the foreclosure sale at which point the mortgage loan is repurchased out of the MBS by Fannie Mae. Servicers of Fannie Mae MBS are not responsible for managing real estate owned. Conversely, servicers of non-agency MBS are obligated under the servicing agreement to make advances through liquidation of the related real estate owned.

Advances are a non-interest bearing asset. Non-bank servicers typically utilize securitizations (i.e., match funded liabilities) to finance their advances. The securitizations are generally non-recourse to the servicer, and the advances are financed at a discount to par accounting for the non-interest bearing nature of the asset. Advance rates for securitizations generally range between 70% to 85% depending upon the rating and structure.

Opportunities under HAMP

In response to the rising level of foreclosures, the United States Department of the Treasury announced the implementation of HAMP in February 2009, which is designed to keep borrowers in their homes. HAMP provides financial incentives to loan servicers and borrowers to successfully modify qualifying residential mortgages. Under the program, servicers receive an up-front fee of $1,000 for each completed modification and an additional $500 if the loan is current, but in risk of imminent default, at the time the borrower enters the HAMP trial period. Servicers also receive “Pay-for-Success” payments of as much as $1,000 each year for up to three years. These fees accrue monthly and are

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paid annually on the anniversary of the month in which the trial period plan was executed. The annual incentives are predicated on the borrower remaining in good standing (i.e., the borrower must not be more than 2 months delinquent at any time during the year).

Originations Industry Overview

According to Inside Mortgage Finance, total residential mortgage originations in the United States were $1.8 trillion in 2009, an increase of 21% compared to 2008. Of the 2009 originations, 90% were conforming mortgages guaranteed by government-sponsored enterprises, including Fannie Mae and Freddie Mac, or government agencies, such as the Federal Housing Administration and the Veterans’ Administration. From 2006 to 2009, the annual aggregate principal balance of newly originated mortgage loans that were either insured or guaranteed by government agencies or sold to government-sponsored enterprises or into government securitizations increased from $1.1 trillion to $1.6 trillion, or at a CAGR of 15%.

Mortgage origination in the United States is dominated by the nation’s money center banks such as Wells Fargo, Bank of America, JPMorgan Chase and Citibank. In 2009, the top 10 lenders constituted 74% of the originations market, according to Inside Mortgage Finance. However, we believe that the top lenders are dealing with significant capacity constraints and integration issues resulting from recent mergers or restructurings. In particular, both JPMorgan Chase and Citibank pulled back significantly from the wholesale originations market in 2009. Total mortgage origination in 2009 from JPMorgan Chase and Citibank declined 29% and 30%, respectively, from 2008 levels as a result of their changing origination strategies, in part due to these capacity constraints. The dislocation in the residential mortgage industry has created an opportunity for originators that are not affiliated with banks to fill a void in the market.

The United States residential mortgage market consists of a primary mortgage market that links borrowers and lenders and a secondary mortgage market that links lenders and investors. In the primary mortgage market, residential mortgage lenders such as mortgage banking companies, commercial banks, savings institutions, credit unions and other financial institutions originate or provide mortgages to borrowers. Lenders obtain the funds they lend to mortgage borrowers in a variety of ways, including by selling mortgages or mortgage-related securities into the secondary mortgage market. The secondary mortgage market consists of institutions engaged in buying and selling mortgages in the form of whole loans (i.e., mortgages that have not been securitized) and mortgage-related securities. Government- sponsored enterprises, such as Fannie Mae and Freddie Mac, and a government agency, Ginnie Mae, participate in the secondary mortgage market by purchasing mortgage loans and mortgage-related securities for investment and by issuing guaranteed mortgage-related securities.

Loan Origination Process

Residential mortgage loans are generally originated through either a direct retail lending network or a mortgage brokerage network.

A direct retail lending network consists of distributed retail branches which are individual branch locations and/or a centralized retail platform. A centralized retail platform is a telephone based platform with multiple loan officers in one location, Typical referral sources for a direct retail lending network include realtors, homebuilders, credit unions, banks, the Internet and refinances from existing servicing portfolios. In a direct lending retail network, the lender controls all loan origination processes, including: sourcing the borrower, taking the application and setting the interest rate, ordering the appraisal, underwriting and processing the loan and closing and funding the loan.

Loans sourced by mortgage brokers are funded by the lender and generally closed in the lender’s name. When originating loans through mortgage brokers, the mortgage broker’s role is to identify the applicant, assist in completing the loan application, gather necessary information and documents and serve as the liaison to the borrower through the lending process. The lender reviews

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and underwrites the application submitted by the mortgage broker, approves or denies the application, sets the interest rate and other terms of the loan and, upon acceptance by the borrower and satisfaction of all conditions required by the lender, funds the loan. Because mortgage brokers conduct their own marketing, employ their own personnel to complete the loan applications and maintain contact with the borrowers, mortgage brokers represent an efficient loan origination channel.

The length of time from the origination or purchase of a mortgage loan to its sale or securitization generally ranges from 10 to 60 days, depending on a variety of factors including loan volume, product type, interest rates and capital market conditions. An important source of capital for the residential mortgage industry is warehouse lending. These facilities provide funding to mortgage loan originators until the loans are sold to investors in the secondary mortgage loan market.

Types of Mortgage Loans

Mortgage loans generally fall into one of the following five categories: prime conforming mortgage loans, prime non-conforming mortgage loans, government mortgage loans, non-prime mortgage loans and prime second-lien mortgage loans.

Prime Conforming Mortgage Loans:  These are prime credit quality first-lien mortgage loans secured by single-family residences that meet or “conform” to the underwriting standards established by Fannie Mae or Freddie Mac for inclusion in their guaranteed mortgage securities programs.

Prime Non-Conforming Mortgage Loans:  These are prime credit quality first-lien mortgage loans secured by single-family residences that either (1) do not conform to the underwriting standards established by Fannie Mae or Freddie Mac, because they have original principal amounts exceeding Fannie Mae and Freddie Mac limits, which are commonly referred to as jumbo mortgage loans, or (2) have alternative documentation requirements and property or credit-related features (e.g., higher loan-to-value or debt-to-income ratios) but are otherwise considered prime credit quality due to other compensating factors.

Government Mortgage Loans:  These are first-lien mortgage loans secured by single-family residences that are insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs and securitized into Ginnie Mae securities.

Non-prime Mortgage Loans:  These are first-lien and certain junior lien mortgage loans secured by single-family residences, made to individuals with credit profiles that do not qualify for a prime loan, have credit-related features that fall outside the parameters of traditional prime mortgage loans or have performance characteristics that otherwise expose us to comparatively higher risk of loss.

Prime Second-Lien Mortgage Loans:  These are open- and closed-end mortgage loans secured by a second or more junior lien on single-family residences, which include home equity mortgage loans.

Due to the significant stress in the residential mortgage industry experienced over the last few years, underwriting standards have improved. Some of these improvements include the elimination or significant reduction of mortgage affordability products such as no income verification loans, limited or no documentation loans, option adjustable rate mortgage loans, and non-owner occupied loans. Also, underwriting standards now include higher minimum credit scores and lower maximum loan-to-value ratios than were acceptable under past lending practices. These improvements in underwriting standards should lead to improved performance.

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BUSINESS

Overview

We are a leading residential mortgage company specializing in residential mortgage loan servicing and residential mortgage loan originations. Our business primarily consists of two Operating Segments: Servicing and Originations.

Loan Servicing

We are one of the largest independent loan servicers in the United States. Our servicing portfolio consists of mortgage servicing rights acquired from or subserviced for various third parties as well as loans we originate through our integrated origination platform. As of September 30, 2010, our servicing portfolio included over 237,000 loans with an aggregate unpaid principal balance of $37.4 billion, including approximately $2.2 billion in unpaid principal balance of loans, which were being interim subserviced for us by a third party servicer at September 30, 2010 and which we began servicing in November 2010. We service mortgage loans in all 50 states, and we are licensed as a residential mortgage loan servicer and/or a third party debt collector in all states that require such licensing. Our Servicing Segment produces recurring, fee-based revenues based upon contractually established servicing fees.

Servicing fees primarily consist of an amount based on the aggregate unpaid principal balance of the loans serviced and also include ancillary fees such as late fees and insufficient funds fees. In addition, we earn interest income on amounts deposited in collection accounts and amounts held in escrow to pay property taxes and insurance, which we refer to as float income. We also generate incentive fees from owners of the loans that we service for meeting certain loss-mitigation metrics and for arranging successful loss mitigation programs. Moreover, the U.S. federal government pays us incentive fees for loans that we successfully modify within the parameters of the Home Affordable Modification Program, or HAMP. In addition, we leverage our loan servicing business and customer base to provide several complementary services that generate fee-based revenues.

We use a flexible, high-touch servicing model that focuses on personal contact with borrowers and is designed to decrease borrower delinquencies and defaults on mortgages and to increase borrower repayment performance with a goal of home ownership preservation. Our operating culture emphasizes credit loss ownership by our employees and loss mitigation practices to improve asset performance and cash flow and to reduce credit losses. Our servicing model and operating culture have proven especially valuable in the current distressed residential market, and we have established an excellent track record servicing credit-sensitive loans.

We believe that our demonstrated performance in servicing loans for a government-sponsored enterprise facilitated our acquisitions of two significant mortgage servicing rights portfolios totaling approximately $25.0 billion since November 2008. These two portfolios were previously serviced by other servicers. These acquisitions helped us grow our servicing portfolio from $12.7 billion on December 31, 2007, to $37.4 billion on September 30, 2010. In November and December 2010, through our relationship with the same government-sponsored enterprise, we entered into a subservicing agreement with a government-sponsored enterprise for approximately $25 billion in unpaid principal balance. We expect this relationship to generate additional portfolio servicing opportunities in the future.

Loan Originations

We are also one of the few high-touch servicers in the United States with a loan origination platform. We currently originate primarily prime agency and government conforming residential mortgage loans, and we are licensed to originate residential mortgage loans in all 50 states. Our Originations Segment diversifies our offering of mortgage services and further stabilizes our revenue stream. In 2009, we originated $1.5 billion in aggregate principal balance entirely consisting of prime

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residential mortgage loans. During the nine months ended September 30, 2010, our originations totaled $2.0 billion in aggregate principal balance. We originate loans through our three loan origination channels:

•  Consumer Direct Retail Channel—through which we market refinancing and purchase money mortgage loans directly to selected consumers from our centralized call center;

•  Distributed Retail Channel—through which we market refinancing and purchase money mortgage loans directly to consumers from local branches; and

•  Wholesale Channel—through which we market our refinancing and purchase money mortgage loans to third party mortgage brokers.

We originate purchase money loans and refinance existing loans, including loans that we service. Our strategy is to mitigate the credit, market and interest rate risk from loan originations by either selling newly originated loans or placing them in government-sponsored enterprise or government securitizations. We typically sell new loans within 30 days of origination, and we do not expect to hold any of the loans that we currently originate on our balance sheet on a long-term basis. At the time of sale, we have the option to retain the mortgage servicing rights on loans we originate.

Our origination capability differentiates us from other non-bank, high-touch loan servicers without an integrated origination platform by:

•  providing us with an organic source of new loans to service as existing loans are repaid or otherwise liquidated as originated loans serviced by us typically generate higher returns than comparable mortgage servicing rights that we would acquire from a third party;

•  providing an attractive supplementation to our servicing loss mitigation strategies by allowing us to modify and refinance mortgage loans, including loans that we service;

•  creating a diversified source of revenue; and

•  building brand recognition.

Legacy Assets and Other

We also have a legacy asset portfolio, which consists primarily of non-prime and nonconforming residential mortgage loans, most of which we originated from April to July 2007. In November 2009, we term-financed our legacy assets with a non-recourse loan that requires no additional capital or equity contributions. In conjunction with the transaction, we reclassified our legacy assets to “held for investment” on our consolidated balance sheet, which allowed us to eliminate further mark-to-market accounting exposure on these assets. We continue to service these loans using our high-touch servicing model. Additionally, we consolidated certain securitization trusts where it was determined that we had both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE, pursuant to new consolidation accounting guidance related to VIEs adopted on January 1, 2010.

History and Operating Structure

We are a Delaware limited liability company. We were formed in 1994 in Denver, Colorado as Nova Credit Corporation, a Nevada corporation. In 1997, we moved our executive offices and primary operations to Dallas, Texas and, in the same year, we changed our name to Centex Credit Corporation. In 2001, Centex Credit Corporation was merged into Centex Home Equity Company, LLC, a Delaware limited liability company. In 2006, FIF HE Holdings, LLC, acquired all of our outstanding membership interests and we changed our name to Nationstar Mortgage, LLC. Nationstar Capital Corporation, a Delaware corporation, is our wholly-owned subsidiary formed solely for the purpose of being a corporate co-issuer of the notes.

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Competitive Strengths

We believe the following competitive strengths contribute to our market position and differentiate us from our competition.

Attractive Business Model with Strong Cash Flow

We have an attractive business model as one of the few high-touch servicers in the United States with an integrated loan origination platform.

Our Servicing Segment produces recurring, fee-based revenues based upon contractually established servicing fees, and we are exposed to minimal credit risk with respect to the mortgage loans that we service. We believe that we continue to demonstrate our ability to produce lower delinquency rates on the loans we service, including credit-sensitive loans, compared to our competitors, and we believe that we will continue to acquire mortgage servicing rights at attractive prices from mortgage investors or provide subservicing for third parties that value our servicing capabilities.

We believe that our Originations Segment differentiates us from other high-touch servicers without an origination platform by providing us with a more cost-effective alternative to purchasing new mortgage servicing rights as the unpaid principal balance of our existing servicing portfolio decreases over time; diversifying and stabilizing our revenue in a variety of interest rate environments; and building brand recognition.

We generate significant cash flow for debt service as a result of the profitability of our Operating Segments. We believe that our focus on asset performance and operational efficiency has enabled us to strengthen our relationships with the government-sponsored enterprises and other third parties and has allowed us to grow our earnings from our Operating Segments.

Substantial Liquidity and Access to Multiple Capital and Funding Sources

We maintain substantial levels of funding and liquidity through multiple capital and funding sources for our Operating Segments. We have access to multiple funding sources, and we believe that our liquidity sources are sufficient to meet our immediate and future needs. These sources include servicing advance lines to finance our Servicing Segment, warehouse lines to finance our Originations Segment and loans from government-sponsored enterprises to facilitate the acquisition of mortgage servicing rights from third parties. As of September 30, 2010, we had a total of $584.8 million of unused capacity under our existing servicing advance facilities and origination warehouse lines. We believe that our strong relationships with liquidity providers and our continued ability to access sufficient capital during the recent economic downturn demonstrate the depth of our liquidity and access to capital. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations.”

Best-In-Class Servicing Platform with Loss Mitigation Focus

We believe that, by focusing on personal contact with borrowers, our high-touch servicing approach reduces credit losses and maximizes cash collections for credit-sensitive loans. This highly flexible model allows for customization to meet individual borrower requirements, and is further differentiated by providing personal contact at critical borrower touch points, including via telephone, mail, electronic communications and other personal contact methods. Our approach facilitates strong relationships with borrowers and greater employee accountability for desired performance. We believe that our servicing expertise and focus on optimal outcomes reduces credit impairments and losses to loan investors. We believe that this model presents continued opportunities for growth.

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Scalable Platform and Established Track Record

Establishing a servicing platform requires significant initial capital investments, infrastructure, licensing and expertise to properly service credit-sensitive loans, which creates substantial barriers to entry. We operate a highly scalable platform, with the capacity to add up to a total of approximately $15 billion of unpaid principal balance to our servicing operations within 90 to 120 days with minimal incremental costs. We can service these additional accounts with our existing infrastructure, real estate and technology platform.

Additionally, we have used our high-touch servicing model and our mix of proprietary and commercially available technology solutions to establish a track record of superior performance in servicing credit-sensitive loans. Since November 2008, we have acquired mortgage servicing rights representing approximately $27.2 billion in unpaid principal balance, which represents a 194.5% increase in the unpaid principal balance of the loans we serviced from December 31, 2007 to September 30, 2010. We believe these acquisitions can be attributed to our established track record in servicing credit-sensitive residential mortgage loans, and we believe that our track record, together with our scalable platform, positions us well relative to our competitors to acquire similar portfolios in the future.

Culture of Credit Loss Ownership and Accountability

Since our inception, our operating culture has emphasized superior operational and financial performance, credit loss ownership, employee development and customer relations. We establish financial and operational goals across all levels of the organization and compensation for all of our employees is based upon achieving the desired results. As a result, we have a streamlined organizational structure that allows us to react to business needs and changes in an expeditious manner. We hire recent college graduates and teach them our business through a systematic training program. We primarily develop existing employees for management positions. We strongly endorse promotion from within and routinely identify and place senior level staff in our Manager in Training program as a developmental tool to prepare them for supervisory positions. Supervisors typically then rotate through progressively more complex management assignments to improve both their technical and managerial proficiency.

We believe that our culture of credit loss ownership and accountability has enabled us to outperform the industry. As of December 15, 2010, according to Loan Performance.com, our 60 or more day delinquency rate for our legacy assets (as a percentage of original balance) was approximately 12% while the delinquency rate for the ABX 07-2 Mortgage Index was approximately 24%.

Stable and Seasoned Management Team

Our senior management team is comprised of experienced mortgage industry executives with an average of approximately 25 years in the industry and a track record of generating financial and operational improvements. Several members of our management team have held senior positions at other residential mortgage companies. In addition, our senior management team has remained in place through multiple business cycles and has a demonstrated ability to adapt to changing market conditions. We believe that the experience of our senior management team and its management philosophy are significant contributors to improving the operating performance of our Company.

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Our Strategy

Our primary goal is to increase the value of our loans and our clients’ loans by reducing delinquencies and credit losses. This goal is achieved through our culture, processes and expertise. We plan to grow our revenue and operating cash flow by employing the following business strategies:

Capitalizing on Industry Opportunities

We believe we are well positioned to benefit from the current trends in the residential mortgage industry. The disruption in the mortgage industry has resulted in limited access to funding and capital, lower than anticipated performance of seasoned portfolios and industry-wide consolidation. We believe that competitors with significant residential exposure or limited access to capital have shifted their operations to selling residential real estate assets, including mortgage servicing rights. This allows existing strong servicers the opportunity to acquire or subservice additional portfolios at attractive valuations. Additionally, due to a variety of economic factors, residential loan delinquencies and related losses are at historical highs prompting government-sponsored enterprises and other owners of residential mortgage loans to focus on home ownership preservation and servicing for superior credit performance. The heightened focus in these areas has led to a strong demand for high-touch servicers by these owners. Also, we believe that many of the largest loan servicers—who are experiencing unprecedented levels of delinquencies and losses—do not have sufficient internal capacity to perform high-touch servicing in their own portfolios and, as a result, may look to independent high-touch servicers to assist them in servicing their portfolios. As a result, we believe that there will continue to be strong demand for experienced high-touch servicers with a proven ability to improve loan performance. We also believe that there will be significant opportunities to continue to acquire mortgage servicing rights at attractive prices.

Maintaining and Growing Our Steady Fee-Based Servicing Portfolio

Our servicing business produces recurring, fee-based revenues based upon contractually established servicing fees. We intend to continue to utilize our established and scalable servicing platform to grow our servicing operations organically and through acquisitions. We believe that we will continue to benefit from our strong relationship with government-sponsored enterprises and other third party investors, which we believe will enable us to acquire additional servicing rights at attractive prices and grow our business. Additionally, we have invested in our loan administration and customer service servicing divisions to accommodate the increased scale and size of our portfolio, which allows us to service newly originated prime mortgage loans at attractive return levels in a variety of operating and economic environments.

Continuing To Expand Our Originations Platform

Our Originations Segment diversifies our offering of mortgage services and further stabilizes our revenue stream by providing us with a natural hedge against fluctuations in prevailing interest rates. We have a diversified, multi-channel strategy to continue to build our prime originations platform in order to organically replace servicing run-off. Through our origination platform, we are also able to create loan servicing assets at valuation levels below where our servicing competitors can purchase comparable mortgage servicing rights. Also, we can recapture loan payoffs in our existing servicing portfolio by providing origination services to our existing borrowers.

We believe that there are significant opportunities to originate loans for servicers and other financial institutions lacking origination capacity, and we intend to capitalize on these opportunities by expanding our retail channels. Our expansion efforts will focus primarily on purchase money lending, which is a stable origination source through various interest rate cycles. Unlike certain competitors who are required to utilize third party intermediaries in transactions with the government-sponsored enterprises and Ginnie Mae, we are a direct lender with the capability to sell loans directly to the government-sponsored enterprises and to securitize loans directly with Ginnie Mae. We believe that this capability allows us to control the credit quality of the loans we originate, thereby reducing our repurchase risk.

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Engaging in Opportunistic Acquisitions and New Business Opportunities

There are numerous banks, insurance companies and other financial entities that have significant exposure to the residential mortgage sector. Our management, together with our dedicated servicing and origination relationship teams and our sponsor, Fortress Investment Group LLC, or Fortress, have extensive business and corporate expertise, receive numerous requests to review potential acquisition opportunities and continually conduct due diligence to identify potential opportunistic acquisitions. We are currently seeking out opportunities and believe there will continue to be significant opportunities to take advantage of the dislocation in the residential mortgage sector and acquire assets at attractive valuations. We intend to opportunistically grow our business through acquiring mortgage servicing rights, subservicing rights, servicing platforms and originations platforms. We may purchase assets and/or platforms of significant size. We believe there are several assets and platforms currently for sale in our industry and we are currently in the process of pursuing a number of such opportunities.

Our Operations

We are a leading residential mortgage company specializing in residential mortgage loan servicing and prime residential mortgage loan originations. Our business primarily consists of two Operating Segments: Servicing and Originations.

Servicing

We are one of the largest independent loan servicers in the United States. As of September 30, 2010, our servicing portfolio included over 237,000 loans with an aggregate unpaid principal balance of $37.4 billion, which includes approximately $2.2 billion of residential mortgage loans being interim subserviced by the predecessor servicer until transferred to us in November 2010. The servicing portfolio consists of loans originated by our integrated origination platform as well as mortgage servicing rights either acquired or subserviced from various third parties. We service these loans using a high-touch servicing model designed to increase borrower repayment performance and home ownership preservation and decrease borrower delinquencies and defaults. Since November 2008, we completed several significant mortgage servicing right portfolio acquisitions totaling approximately $27.2 billion, enabling us to grow our servicing portfolio from $12.7 billion as of December 31, 2007 to $37.4 billion as of September 30, 2010. As set forth in the chart below, revenues from our Servicing Segment were $49.7 million, $74.6 million and $100.1 million for 2007, 2008 and 2009, respectively, and $120.9 million for the nine months ended September 30, 2010.

								Nine Months
								Ended
	Year Ended December 31,							September 30,
	2007			2008		2009		2010
								(unaudited)
Servicing Portfolio (dollars in millions):
Unpaid principal balance (by investor):
Special Servicing	$	1,079		$	1,218	$	1,554	$	4,052
Government-sponsored enterprises		535			10,709		24,235		23,853
ABS		11,083			9,415		7,875		7,277
Total unpaid principal balance	$	12,697		$	21,342	$	33,664	$	35,182
Summary Financial Data (dollars in thousands):
Total revenue	$	49,657		$	74,601	$	100,133	$	120,855
Net income (loss)		(6,988	)		14,718		7,502		609

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Key performance metrics for our servicing portfolio are shown in the chart below:

	December 31,									September 30,
	2007			2008			2009			2010
	(dollars in millions, except for average loan amount)
Loan count—servicing		96,598			159,336			230,615			237,846
Ending unpaid principal balance(1)	$	12,697		$	21,342		$	33,664		$	35,182
Average unpaid principal balance	$	11,873		$	12,775		$	25,799			34,272
Average loan amount	$	131,441		$	133,943		$	145,977		$	147,921
Average coupon		8.59	%		7.49	%		6.76	%		6.04	%
Average FICO		595			588			644			628
60+ DQ (% of loans)		12.0	%		13.1	%		19.9	%		15.9	%
Total prepayment speed (12 month CPR)		21.3	%		16.2	%		16.3	%		13.4	%

(1) Includes balances for total serviced portfolio and excludes approximately $2.2 billion in unpaid principal balance of loans, which were being interim subserviced by third party servicers at September 30, 2010 and which we began servicing in November 2010.

Our Servicing Model

Our servicing business produces recurring, fee-based revenues based upon contractually established servicing fees. Servicing fees are primarily based on the aggregate unpaid principal balance of the loans serviced and the payment structure varies by loan source and type. For loans that we do not originate, the services we provide and the fees we receive vary depending on our agreement with the owner of the mortgage loan or the primary servicer, as the case may be. These include differences in rate of servicing fees as a percentage of unpaid principal balance and in the structure of advances. For a more detailed description of advances, see “Industry—Servicing Industry Overview.”

Our operating culture emphasizes credit loss ownership and loss mitigation practices to improve asset performance and cash flow and to reduce credit losses. We seek to ensure that each loan that we service is paid in accordance with its terms. In circumstances where the borrower is, or is at risk of becoming, delinquent or in default, we employ both industry standard and proprietary strategies to work proactively with borrowers in an effort to bring borrowers current in their payments, avoiding foreclosure and keeping borrowers in their homes. We refer to this frequent interaction with borrowers—via phone, Internet, mailings, and personal contact methods—as high-touch loan servicing. Our servicing model and operating culture have proven especially valuable in the current high- delinquency environment.

To ensure a customer-centric focus, we have separate account resolution and foreclosure prevention groups for each type of owner of mortgage loans for whom we service. We maintain centralized loan administration and default management groups, which provide services to all customers.

We are dedicated to a culture of customer service and credit ownership for our servicing employees. We hire recent college graduates and train them in the mortgage servicing business by systematically rotating them through a variety of our business teams. Our new employees initially work on performing loans and loans that are less than 30 days past due. After gaining experience in this environment, we train our employees in the more challenging 60 and 90 day delinquent categories, where we particularly emphasize a culture of ownership and accountability.

To select the best resolution option for a delinquent loan, we perform a structured analysis of all options using information provided by the borrower as well as external data. We use recent broker price opinions, automated valuation models and other methods to value the property. We then determine the option with the best expected outcome for the owner of the mortgage loan. In the current environment, loan modifications often provide a better outcome for owners of mortgage loans than foreclosure. We believe that our high-touch servicing model is more effective in keeping

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borrowers in their homes and avoiding foreclosure. This is a win-win situation for both the owners of mortgage loans and the borrowers that we serve. We conducted a total of 29,902 loan modifications in 2009 as compared to 12,903 in 2008. The majority of loans modified were delinquent, although we modified some performing loans proactively under the American Securitization Forum guidelines. The most common term modified is the interest rate, while some modifications also involve the forbearance or rescheduling of delinquent principal and interest. Of the loans we modified in 2009, we modified 1,712 mortgage loans pursuant to the MHA. Under the MHA, we receive an annual financial incentive for up to four years, provided certain conditions are met. At the same time, however, we forego accrued late fees incurred in the year of modification for each qualifying loan modification.

The government-sponsored enterprises act as a source of liquidity for the secondary mortgage market and contract with various independent servicers to service their mortgage loan portfolio. In transactions with government-sponsored enterprises, we are required to follow specific guidelines that impact the way we service and originate mortgage loans including:

•  our staffing levels and other servicing practices;

•  the servicing and ancillary fees that we may charge;

•  our modification standards and procedures; and

•  the amount of advances reimbursable.

During December 2009, Nationstar entered into a strategic relationship with a government-sponsored enterprise, which contemplates, among other things, significant mortgage servicing rights and subservicing transfers to Nationstar upon terms to be determined. Under this arrangement, if certain delivery thresholds have been met, the government-sponsored enterprise may require Nationstar to establish an operating division or newly created subsidiary with separate, dedicated employees within a specified timeline to service such mortgage servicing rights and subservicing. After a specified time period, the government-sponsored enterprise may purchase the subsidiary at an agreed upon price.

Our Servicing Portfolio

Our servicing portfolio consists of mortgage servicing rights that we retain from loans that we originate; mortgage servicing rights that we acquire from third party investors, including in transactions facilitated by government-sponsored enterprises, such as Fannie Mae and Freddie Mac; and mortgage servicing rights that we manage through subservicing contracts with third party investors. Our loan servicing operations are located in Lewisville, Texas.

The charts below illustrate the composition of our servicing portfolio by investor and product type as of December 31, 2009.

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The loans that we service have typically been securitized—meaning that the originator of the loan has pooled the loan together with multiple other loans and then sold securities to third party investors that are secured by loans in the securitization pool. We typically service loans that have been securitized pursuant to one of two arrangements. We primarily service loans by purchasing the right to service the loans, which is referred to as a “mortgage servicing right,” from the owner of the loan, or retaining the mortgage servicing right related to the loans that we originate. Alternatively, we may enter into a subservicing agreement with the entity that owns the mortgage servicing right pursuant to which we agree to service the loan on behalf of the primary servicer. We earn servicing fees pursuant to these servicing and subservicing contracts, and these fees represent the largest source of revenue from our loan servicing operations. In the majority of cases, we purchase the mortgage servicing rights, which generally entitle us to receive 25 to 50 basis points annually on the average unpaid principal balance of the loans serviced, with a weighted average across our servicing portfolio of approximately 35 basis points. Under subservicing arrangements, where we do not pay for the mortgage servicing rights and are not required to make advancing obligations, we generally receive between 5 and 45 basis points annually on the unpaid principal balance. The servicing and subservicing fees are supplemented by related income, including late fees, insufficient funds fees, fees from borrowers who pay by telephone and interest income earned on funds held in escrow to pay taxes and insurance and loan payments that we have collected but have not yet remitted to the owner of the loan.

As set forth in the chart below, our servicing portfolio is diversified with respect to geography. As of December 31, 2009, 60.8% of the aggregate unpaid principal balance of the loans we service were secured by properties located in the ten largest states by population. Therefore, we are not as susceptible to local and regional real estate price fluctuations as servicers whose portfolios are more concentrated in a single state or region.

Servicing Portfolio by Geography

Key Drivers of Revenue

Three key factors drive the amount of revenue we generate from our Servicing operations: aggregate unpaid principal balance, delinquency rates and prepayment speed.

Aggregate Unpaid Principal Balance:  Aggregate unpaid principal balance is a key revenue driver. As noted earlier, servicing fees are usually earned as a percentage of unpaid principal balance, and growth in the unpaid principal balance of a portfolio means growth in servicing fees. Additionally,

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a larger servicing portfolio generates increased ancillary fees and leads to larger custodial balances that generate greater float income. A larger servicing portfolio also drives increases in expenses. We will also incur additional interest expense to finance the servicing advances as the size of our portfolio increases. Servicers of government-sponsored enterprises collect servicing fees only on performing loans while servicers of non-government-sponsored enterprise residential mortgage-backed securities, are entitled to servicing fees on both performing loans and delinquent loans. The servicing fee relating to delinquent loans is accrued and paid from liquidation proceeds ahead of the reimbursement of advances.

Delinquency Rates:  Delinquency rates also have a significant impact on our results of operations. Delinquent loans are more expensive to service than performing loans because our cost of servicing is higher and, although credit losses are generally not a concern for our financial results, our advances to investors increase, which results in higher financing costs. Performing loans include those loans that are current or have been delinquent for less than 30 days in accordance with their original terms and those loans on which borrowers are making scheduled payments under loan modifications, forbearance plans or bankruptcy plans. We consider all other loans to be delinquent.

When borrowers are delinquent, the amount of funds that we are required to advance to the owners of the loans on behalf of the borrowers increases. While the collectability of advances is generally not an issue, we do incur significant costs to finance those advances. We intend to utilize both securitization and revolving credit facilities to finance our advances. As a result, increased delinquencies result in increased interest expense.

The cost of servicing delinquent loans is higher than the cost of servicing performing loans primarily because the loss mitigation techniques that we employ to keep borrowers in their homes are more costly than the techniques used in handling a performing loan. When loans are performing, we have limited interaction with the borrowers, and relatively low-cost customer service personnel conduct most of the interaction. Once a loan becomes delinquent, however, we must employ our loss mitigation capabilities to work with the borrower to return the loan to performing status. These procedures involve increased contact with the borrower and the development of forbearance plans, loan modifications or other techniques by highly skilled consultants with higher compensation. On those occasions when loans go into foreclosure, we incur additional costs related to coordinating the work of local attorneys to represent us in the foreclosure process. Finally, when we foreclose on loans, we employ specialists to service the real estate and manage the sale of those properties on behalf of our investors. A significant increase in delinquencies would cause us to increase our activities in these areas resulting in increased operating expenses.

Prepayment Speed:  A significant driver of our business is prepayment speed, which is the measurement of how quickly unpaid principal balance is reduced. Items reducing unpaid principal balance include normal monthly principal payments, refinancings, voluntary property sales and involuntary property sales such as foreclosures or short sales. Prepayment speed impacts future servicing fees, amortization of servicing rights, float income, interest expense on advances and compensating interest expense. When prepayment speed increases, our servicing fees decrease faster than projected due to the shortened life of a portfolio. The converse is true when prepayment speed decreases.

Prepayment speed affects our float income. Decreased prepayment speed typically leads to our holding lower float balances before remitting payoff collections to the investor and lower float income due to a lower invested balance. Lower prepayments have been associated with higher delinquency rates, higher advance balances and interest expense.

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Servicing Organization

The servicing organization is comprised of four primary functional areas as detailed below.

Loan Administration:  The loan administration area includes the customer service, payment processing, loan accounting, escrow, taxes and insurance and document administration groups. The customer service group is primarily responsible for handling borrower inquiries including date of last payment, date of next payment due, arranging for a payment, refinance assistance and standard escrow and balance questions. In September 2010, the customer service group managed approximately 53,000 calls and service inquiries. The payment processing group is responsible for posting borrower payments and managing any payment-related issues. The majority of the borrower payments are posted electronically via our lock-box operation, Western Union, ACH or web-based payments. The loan accounting group manages the payoff of loans. The escrow, taxes and insurance group manage all escrow balances and the external vendors we utilize for property insurance and tax tracking. The document administration group manages the lien release process upon the payoff of a loan and the tracking of loan documents for new originations.

Account Resolution:  The account resolution group is responsible for early stage collections (borrowers who are 1 to 59 days delinquent). For accounts where payments are past due but not yet delinquent (less than 30 days past due), we use a behavioral scoring methodology to prioritize our borrower calling efforts. The key drivers of behavioral score are payment pattern behavior (i.e., if the borrower historically has made their payment on the 5th of each month and that pattern changes more attention will be paid to the borrower) and updated credit scores. For accounts 31 to 59 days delinquent, collectors are assigned individual accounts and are charged with making contact with the delinquent borrower to understand the reason for delinquency and attempt to collect a payment or work on an alternative solution. In the account resolution group, we use a combination of predictive dialer technology and account level assignments to contact the borrowers. The primary objective of this group is to reduce delinquency levels.

Foreclosure Prevention:  The foreclosure prevention group, commonly referred to in the industry as loss mitigation, is responsible for late stage collections (borrowers who are 60 or more days delinquent). The primary focus of this group is reducing delinquency levels. All accounts in this group are assigned to individual collectors loss mitigators. The primary role of the collector loss mitigator is to contact the borrower and understand the reasons for the borrower’s delinquency and the borrower’s desire and ability to stay in their house. The foreclosure prevention group performs most of our government and other loan modifications.

Default Management:  The default management area includes the foreclosure, bankruptcy, real estate owned and claims processing groups. The foreclosure group manages accounts involved in the foreclosure process. In the late stage delinquency status, we will initiate foreclosure proceedings in accordance with state foreclosure timelines. Accounts in the foreclosure group are assigned to foreclosure specialists based on a state-specific assignment. The primary focus of the foreclosure group is to perform the foreclosure process in accordance with the state timelines. Any account which has filed bankruptcy is assigned to a bankruptcy specialist who will administer the bankruptcy plain proceedings in accordance with applicable law and in conjunction with an outsourcing firm. The real estate owned group manages properties within the servicing portfolio that have completed the foreclosure process. We use both internal and external resources to manage the disposition of the real estate owned properties. The primary goal of the real estate owned team is to dispose of the property within an acceptable timeframe at the lowest possible loss.

Originations

We are one of the few high-touch servicers in the United States with a loan origination platform. We are licensed to originate residential mortgage loans in all 50 states and have obtained all required federal approvals to originate FHA and conventional loans. We currently only originate prime agency and government conforming residential mortgage loans, which we either sell servicing released to

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other secondary market participants, which we refer to as conduits, or securitize through the issuance of Fannie Mae, Freddie Mac or Ginnie Mae bonds. As such, we minimize any credit or interest rate risk by not retaining loans on our balance sheet for more than approximately 30 days beyond funding. As set forth in the chart below, revenues from our Originations Segment were $89.0 million, $22.6 million and $55.6 million for 2007, 2008 and 2009, respectively and $56.4 million for the nine months ended September 30, 2010. The significant decrease in origination volume from 2007 to 2008 resulted from our decision to move from the non-prime market in the latter portion of 2007 to the prime agency and government conforming residential mortgage market. Origination volumes in 2009 and 2010 increased significantly as we expanded our prime market footprint.

									Nine Months
									Ended
	Year Ended December 31,								September 30,
	2007			2008			2009		2010
Origination Volume ($ in millions):
Retail	$	1,451		$	538		$	1,093	$	1,128
Wholesale		917			4			386		832
Total Originations	$	2,368		$	542		$	1,479	$	1,960
Summary Financial Data ($ in thousands):
Total revenue	$	88,955		$	22,574		$	55,593	$	56,378
Net income (loss)		(51,253	)		(7,590	)		8,884		(3,475	)

Our Originations Platform

We originate loans through our three loan origination channels: Consumer Direct Retail, Distributed Retail and Wholesale. Our largest channel is our Consumer Direct Retail channel which operates as a centralized call center. Our second largest channel, the Wholesale channel, involves brokers sourcing borrowers for us. Our smallest and newest channel is our Distributed Retail channel, which includes traditional retail branches with loan officers who source loans primarily from realtors and builders. We currently have eight retail locations in Texas, Alabama and Tennessee and, while it is our newest channel, we believe the Distributed Retail channel represents a significant growth opportunity for us. Our multi-channel origination strategy enables us to diversify our originations without becoming overly reliant on any single segment of the mortgage loan market.

We originate purchase money loans and refinance existing loans, including those that we service. Our strategy is to mitigate the credit, market and interest rate risk from loan originations by either selling newly originated loans or placing them in government-sponsored enterprise or government securitizations. We typically sell new loans within 30 days of origination, and we do not expect to hold any of the loans that we currently originate on our balance sheet on a long-term basis. At the time of sale, we have the option to retain the mortgage servicing rights on loans we originate.

Our origination capability differentiates us from other non-bank, high-touch loan servicers without an integrated origination platform by:

•  providing us with an organic source of new loans to service as existing loans are repaid or otherwise liquidated—originated loans serviced by us generate higher returns than comparable mortgage servicing rights that we would acquire from a third party;

•  providing an attractive complement to servicing by allowing us to modify and refinance mortgage loans, including loans that we service;

•  creating a diversified source of revenue that we believe will remain stable in a variety of

•  interest rate environments; and

•  building brand recognition.

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Originations Organization

Each of our loan origination channels has dedicated operations, support and fulfillment functions (processing, underwriting, closing and shipping) which are primarily performed at our offices in Lewisville, Texas. As part of our efforts to manage credit risk and enhance operating efficiencies, the underwriting, closing, funding and shipping for all of our originations channels are managed centrally. Centralizing these functions is designed to enable us to control loan quality, loan processing times, cost and, ultimately, borrower satisfaction. Additionally, to maintain independence from the sales organization, we have the underwriting function report directly to the Chief Financial Officer. Our three mortgage loan originations channels are discussed in more detail below:

Retail Originations—Consumer Direct

In the nine months ended September 30, 2010, our largest originations channel was our Consumer Direct Retail channel. We employ a single centralized call center strategy leveraging multiple potential borrower lead sources. In our Consumer Direct Retail channel, each sales team typically consists of between 10 and 12 mortgage professionals managed by a sales leader. Three to four sales leaders report to a senior vice president responsible for the specific lead source.

Our primary divisions within our Consumer Direct Retail channel include Renewal, New Customer Acquisition, Centralized Purchase and Strategic Alliances. Each division specializes in meeting the needs of their specific target borrowers. This strategy provides a flexible organizational structure capable of shifting to new opportunities quickly. The four divisions of our Consumer Direct Retail channel are as follows:

Renewal:  Focuses on retaining current borrowers in our servicing portfolio and utilizes an integrated approach with our Servicing Segment to capture borrowers who either qualify to refinance their current mortgage or who take action indicating they may be paying off their loan. The Renewal teams receive leads for borrowers from telemarketing, live transfers and scheduled callbacks from Customer Service and website programs.

New Customer Acquisition:  Focuses on generating new mortgage business from prospective borrowers. We use credit bureau modeling to identify borrowers who are likely to be in the market for and likely to qualify to refinance their existing mortgage loan. Marketing channels include telemarketing, direct marketing, Internet lead aggregators, credit bureau triggers such as mortgage inquiries and website programs.

Purchase:  Focuses on meeting the purchase needs of borrowers on a centralized basis. These include our real estate owned financing programs, relocation lending and business-to-business. Our marketing channels include both consumer and business strategies such as email or newsletter campaigns, flyers, websites, and other direct marketing programs.

Strategic Alliances:  Focuses on serving the needs of strategic and joint marketing partners who, in many cases, do not have the originations capabilities to provide refinancing for their own portfolios. Currently, we are providing origination services to several servicers without origination capability. In many instances, these alliances involve providing certain incentives for the borrower to refinance (e.g., payment of closing fees). These programs typically begin with a direct mail announcement of the partnership followed by direct marketing campaigns to increase borrower responses.

Wholesale Originations

In the nine months ended September 30, 2010, our Wholesale channel was our second largest originations channel. The primary business strategy of the Wholesale channel is to acquire high-quality servicing at a reduced price through a network of non-exclusive relationships with various approved mortgage companies and mortgage brokers. The Wholesale channel is comprised of seven sales regions throughout the United States, each staffed with a regional sales manager, and two centralized

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sales regions that operate out of our offices in Lewisville, Texas. Each region has 8-12 account executives whose primary responsibility is to source and service mortgage brokers. We provide a variety of conforming prime mortgage loans to our brokers to allow them to better service their borrowers.

Mortgage brokers identify applicants, help them complete a loan application, gather required information and documents, and act as our liaison with the borrower during the lending process. We review and underwrite an application submitted by a broker, accept or reject the application, determine the range of interest rates and other loan terms, and fund the loan upon acceptance by the borrower and satisfaction of all conditions to the loan. By relying on brokers to market our products and assist the borrower throughout the loan application process, we can increase loan volume through our Wholesale channel with proportionately lower increases in overhead costs compared with the costs of increasing loan volume in loan originations through our retail channels.

New brokers are sourced through our account executives, industry trade shows forums and our website. The broker approval process is critical to maintaining a high quality network of brokers. Brokers must meet various requirements and must complete the broker application package, provide evidence of appropriate state licenses, articles of incorporation, financial statements, resumes of key personnel and other information as needed. The Wholesale operations team reviews all submitted materials to determine whether the broker should be approved. When we consider it appropriate, the broker application may be reviewed and investigated by our quality control and risk management department before final approval is provided. The process is designed to ensure that borrowers we acquire through our Wholesale channel are working with reputable and legitimate mortgage brokers.

Our ongoing investment in technology has allowed us to provide our broker network with the ability to obtain instantaneous online loan decisions, product options and corresponding pricing. We believe that the utility and convenience of online loan decisions and product options are a value-added service that has and will continue to solidify our business relationships. In addition, our website provides our brokers with loan status reports, product guidelines, loan pricing, interest rate locks and other added features. We expect to continue to adapt web-based technologies to enhance our one-on-one relationships with our brokers.

Retail Originations—Distributed Retail

The Distributed Retail channel is our newest origination channel. The primary strategy within the Distributed Retail channel is to expand our purchase money mortgage loan capability. Purchase money mortgage loans involve the purchase of a property. We believe that having a purchase mortgage strategy is an integral part of growing our originations platform. In order to pursue this strategy, we believe it is necessary to establish retail branches to develop relationships with traditional business partners such as realtors and builders. Distributed Retail strategies focused on purchase money mortgage loan volume produce higher margins, higher overall credit quality volume and are less susceptible to changing interest rate environments.

The Distributed Retail channel aims to promote sales growth without compromising credit quality primarily through the use of centralized underwriting and through the decentralized processing and closing (maintained at the originating branch). Mortgage professionals develop relationships with local realtors and builders in their respective markets. Realtors and builders then refer their borrowers to us to facilitate the home purchase. Marketing primarily supports these business-to-business relationships with emails, flyers, open houses, trade show support and other direct marketing efforts.

We currently have eight retail locations in Texas, Alabama and Tennessee. We plan to continue to seek attractive opportunities to open new branches. Each branch is expected to have ten to twelve mortgage professionals, one to two loan processing specialists and a branch manager.

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Technology

In the vast majority of cases, our key, critical systems are hosted, managed and maintained by our in-house Information Technology team. Our key systems consist of a combination of vendor developed applications as well as internally developed proprietary systems. On our most critical vendor developed applications (OPUS, XpressQual, TMO, LSAMS and FORTRACS) we maintain license rights to the source code to enable in-house customization of these systems to meet our business needs in a time effective manner.

Servicing

For our Servicing Segment, our system of record is LSAMS, which we use for all loan accounting functions, claims functions and supports our Customer Service functions. Our early stage account collection efforts are focused and prioritized through the use of ESP, our proprietary early delinquency score model, used to identify higher risk accounts. Our collections and loss mitigation efforts are supported by Remedy, a proprietary default management system which, along with our proprietary Net Present Value engine and our proprietary Property Valuation Management system, enables our loan resolution personnel to guide our borrowers to the optimal economic workout alternative based on the unique factors of each borrower’s situation. For our foreclosure and bankruptcy processes, we use the FORTRACS system, which integrates with the Lendstar system to enable online communications and case tracking with our attorney network. For properties whereby we complete foreclosure and take them into real estate owned status, we utilize the web-based real estate owned management system REOTrans to manage the marketing and disposition of our owned real estate. To support our Investor Reporting functions, we use a combination of systems that include LSAMS and Lewtan ABS, a vendor hosted system. We also have a website, www.NationstarMtg.com, that is a fully automated system to apply and process mortgage loan applications and that our existing borrowers can access to receive information on their account.

Originations

The critical systems that support our loan origination activities include:

•  MLS (Marketing Lead System), our proprietary marketing lead system which routes, tracks and delivers leads to our loan officers, who we refer to as our mortgage professionals;

•  OPUS, a web-based point-of-sale system that provides product eligibility and pricing to our retail sales force;

•  TMO, our loan origination system used for loan processing, underwriting and closing;

•  XpressQual, a web-based point-of-sale system that provides product eligibility and pricing to our wholesale brokers and allows them to submit loans to us online;

•  www.NationstarBroker com, our website for wholesale brokers to receive information on our products and services;

•  CLASS, our proprietary system used to manage our sales relationships and licensing of our wholesale brokers;

•  ODE, a rules-based pricing and eligibility engine that is integrated with OPUS, XpressQual and TMO;

•  High Cost Fee Engine, our proprietary compliance fee engine that enforces both federal and local high cost and fee limits throughout the loan originations process; and

•  CLT (Compliance License Tracker), our proprietary system that maintains and tracks all mortgage professionals locational licensing to ensure that leads and applications are only processed by properly licensed mortgage professionals.

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For our Retail origination channels, the loan origination process starts when a lead is imported (or accepted) into our Marketing Lead System (MLS), a propriety system that our mortgage professionals use to manage the initial borrower contact process. Once a mortgage professional has made contact with a potential borrower, the mortgage professional moves the lead into OPUS, our web-based point-of-sale system. Here, our mortgage professionals capture the necessary loan application information, obtain credit reports to determine full product eligibility and establish pricing to facilitate the sales process. Once our mortgage professionals have helped our borrowers determine the program and pricing that meets their needs, the loan application is transferred into TMO, our loan origination system where we complete the loan process, underwrite the loan, prepare the closing documents and complete the loan process.

For our Wholesale origination channel, we provide our brokers a web-based point of sale system, XpressQual, to use to access product eligibility and pricing and to submit loans online. We also use TMO in this channel for the processing, underwriting and closing functions. Through XpressQual, our brokers have access to a web-based portal where they can upload their loan applications to determine product eligibility and loan pricing. Once they select a program and price, the broker is able to submit the file to us for processing as well as lock the rate using XpressQual. As in our retail origination channels, once submitted for processing, the file is transferred into TMO to verify the application information, clear conditions, underwrite and close the loan. Supporting OPUS, XpressQual and TMO, we also utilize a vendor developed rules-based pricing and eligibility engine called ODE as well as a proprietary compliance fee engine that enforces high cost and fee limits throughout the entire originations process. There is also a Compliance License Tracker system that maintains and tracks all mortgage professional and location level licensing. All systems are fully integrated and share information to ensure complete, up-to-date and accurate information for reporting purposes.

To protect our business in the event of disaster, we have implemented a disaster recovery data facility in a co-location in Irving, Texas where we maintain near real-time replication of all critical servicing systems and data.

Employees

As of September 30, 2010, we had a total of 1,699 employees, all of which are based in the United States. None of our employees are members of any labor union or subject to any collective bargaining agreement and we have never experienced any business interruption as a result of any labor dispute. Our employees are allocated among our business functions as follows:

•  54% are in Servicing;

•  33% are in Originations;

•  13% are in support functions, including Human Resources, Accounting and other corporate functions.

In our Servicing Segment, we hire recent college graduates and teach them our high-touch servicing model. Our loan servicers and debt collectors follow a training program in which they first service performing loans and slightly delinquent loans. As they gain experience, they service more delinquent loans and assume increased personal responsibility for servicing a certain set of loans and contacting certain borrowers.

In our Originations Segment, we hire experienced prime mortgage originators and provide them with training to acclimate them to Nationstar, as well as compliance and regulatory training.

Regulation

Our business is subject to extensive federal, state and local regulation. Our loan origination, loan servicing and debt collection operations are primarily regulated at the state level by state licensing authorities and administrative agencies. Because we do business in all fifty states and the District of

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Columbia, we, along with certain of our employees who engage in regulated activities, must apply for licensing as a mortgage banker lender, loan servicer and/or debt collector, pursuant to applicable state law. These state licensing requirements typically require an application process, processing fees, background checks and administrative review. Our servicing operations center in Lewisville, Texas is licensed (or maintains an appropriate statutory exemption) to service mortgage loans in all fifty states and the District of Columbia. Our retail loan origination branch is licensed to originate loans in at least the states in which it operates, and our direct origination branch is licensed to originate loans in all fifty states and the District of Columbia. From time to time, we receive requests from states and other agencies for records, documents and information regarding our policies, procedures and practices regarding our loan origination, loan servicing and debt collection business activities, and undergo periodic examinations by state regulatory agencies. We incur significant ongoing costs to comply with these licensing requirements.

While the U.S. federal government does not primarily regulate loan originations, the federal Secure and Fair Enforcement for Mortgage Licensing Act of 2008, or the SAFE Act, requires all states to enact laws that require all United States sales representatives to be individually licensed or registered if they intend to offer mortgage loan products. These licensing requirements include enrollment in the Nationwide Mortgage Licensing System, application to state regulators for individual licenses, a minimum of 20 hours of pre-licensing education, an annual minimum of eight hours of continuing education and the successful completion of both national and state exams.

In addition to licensing requirements, we must comply with a number of federal consumer protection laws, including, among others:

•  the Gramm-Leach-Bliley Act, which requires us to maintain privacy with respect to certain consumer data in our possession and to periodically communicate with consumers on privacy matters;

•  the Fair Debt Collection Practices Act, which regulates the timing and content of debt collection communications;

•  the Truth in Lending Act and Regulation Z thereunder, which require certain disclosures to the mortgagors regarding the terms of the mortgage loans;

•  the Fair Credit Reporting Act, which regulates the use and reporting of information related to the credit history of consumers;

•  the Equal Credit Opportunity Act and Regulation B thereunder, which prohibit discrimination on the basis of age, race and certain other characteristics, in the extension of credit;

•  the Homeowners Protection Act, which requires the cancellation of mortgage insurance once certain equity levels are reached;

•  the Home Mortgage Disclosure Act and Regulation C thereunder, which require financial institutions to report certain public loan data;

•  the Fair Housing Act, which prohibits discrimination in housing on the basis of race, sex, national origin, and certain other characteristics; and

•  Regulation AB under the Securities Act, which requires certain registration, disclosure and reporting for mortgage-backed securities.

We must also comply with applicable state and local consumer protection laws, which may impose more comprehensive and costly restrictions than the regulations listed above. In a response to the decline in the housing market and the increase in foreclosures, many local governments have extended the time period necessary prior to initiating foreclosure proceedings, which prevent a servicer or trustee, as applicable, from exercising any remedies they might have in respect of liquidating a severely delinquent mortgage loan in a timely manner.

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On May 28, 2009, we voluntarily entered into an agreement to actively participate as a loan servicer in HAMP, which enables eligible borrowers to avoid foreclosure through a more affordable and sustainable loan modification made in accordance with HAMP guidelines, procedures, directives and requirements. Loan modifications pursuant to HAMP may include a rescheduling of payments or a reduction in the applicable interest rates and, in some cases, a reduction in the principal amount due. Under HAMP, subject to a program participation cap, we, as a servicer, will receive an initial incentive payment of up to $1,500 for each loan modified in accordance with HAMP subject to the condition that the borrower successfully completes a trial modification period. In addition, provided that a HAMP modification does not become 90 days or more delinquent, we will receive an incentive of up to $1,000. As of December 31, 2009, 1,712 loans with an unpaid principal balance of $355.7 million after modification had been modified through HAMP.

Competition

In our Servicing Segment, we compete with large financial institutions and with other independent servicers. Our ability to differentiate ourselves from other loan servicers through our high- touch servicing model and culture of credit largely determines our competitive position within the mortgage loan servicing industry.

In our Originations Segment, we compete with large financial institutions and local and regional mortgage bankers and lenders. Our ability to differentiate the value of our financial products primarily through our mortgage loan offerings, rates, fees and customer service determines our competitive position within the mortgage loan origination industry. The placement of mortgage loans is greatly influenced by traditional business partners such as realtors and builders. As a result, our ability to secure relationships with traditional business partners will influence our ability to grow our purchase line.

Seasonality

Our Originations Segment is subject to seasonal fluctuations, and activity tends to diminish somewhat in the winter months of December, January and February, when home sales volume and loan origination volume are at their lowest. This typically causes seasonal fluctuations in our Originations Segment’s revenue. Our Servicing segment is not subject to seasonality.

Intellectual Property

We use a variety of methods, such as trademarks, patents, copyrights and trade secrets, to protect our intellectual property. We also place appropriate restrictions on our proprietary information to control access and prevent unauthorized disclosures.

Properties

Our principal executive headquarters is located in Lewisville, Texas. At our main campus in Lewisville, Texas, we lease two buildings containing an aggregate of approximately 201,000 square feet of general office space, pursuant to two leases, both of which are currently due to expire in the first half of 2014. In addition to serving as our principal executive headquarters, our main Lewisville campus houses a portion of our servicing operations and all of our Consumer Direct Retail origination platform. We also own a parcel of undeveloped land at our campus location which can be used for future expansion.

We lease an additional 45,000 square feet of space in Lewisville, Texas, which is currently due to expire in December, 2011. This building houses our wholesale loan origination platform and some administrative support functions. Also, to meet our short term facility needs for our growing servicing operation, we executed a lease for 30,604 square feet of space that commenced on March 1, 2010 for a twelve month term that provides for a no cost, early termination option starting after six months. We exercised the early termination option in early November 2010, and the lease will now terminate in

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early February 2011. This short-term lease has been replaced with a 64-month lease on 83,467 square feet at another location in Lewisville, Texas.

Consistent with our plans to open new branches in our Distributed Retail channel, we have completed leases on our regional management office in Montgomery, Alabama as well as branch office leases in Alabama, Tennessee and Texas. Our typical Distributed Retail branch office is between 2,500 and 4,000 square feet with lease terms of three years or less.

To meet various state local presence regulations, we maintain leases on four small (150 square feet) executive suite offices in Pennsylvania, New Jersey, Nevada and Missouri.

We also have leases on properties from several locations we no longer utilize which are either subleased or are being actively marketed for disposal.

Legal Proceedings

We are routinely involved in legal proceedings concerning matters that arise in the ordinary course of our business. Although the outcome of these proceedings cannot be predicted with certainty, management does not currently expect any of the proceedings pending against us, individually or in the aggregate, to have a material effect on our business, financial condition or results of operations.

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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING OR FINANCIAL DISCLOSURE

None.

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to a variety of market risks which include interest rate risk, consumer credit risk and counterparty credit risk.

Interest Rate Risk

Changes in interest rates affect our operations primarily as follows:

Servicing Segment

•  an increase in interest rates would increase our costs of servicing our outstanding debt, including our ability to finance servicing advances;

•  a decrease (increase) in interest rates would generally increase (decrease) prepayment rates and may require us to report a decrease (increase) in the value of our mortgage servicing rights;

•  a change in prevailing interest rates could impact our earnings from our custodial deposit accounts; and

•  an increase in interest rates could generate an increase in delinquency, default and foreclosure rates resulting in an increase in both operating expenses and interest expense and could cause a reduction in the value of our assets.

Originations Segment

•  a substantial and sustained increase in prevailing interest rates could adversely affect our loan origination volume because refinancing an existing loan would be less attractive and qualifying for a loan may be more difficult; and

•  an increase in interest rates would increase our costs of servicing our outstanding debt, including our ability to finance loan originations;

We actively manage the risk profiles of interest rate lock commitments or IRLCs and mortgage loans held for sale on a daily basis and enter into forward sales of mortgage backed securities in an amount equal to the portion of the IRLC expected to close, assuming no change in mortgage interest rates. In addition, to manage the interest rate risk associated with mortgage loans held for sale, we enter into forward sales of mortgage backed securities to deliver mortgage loan inventory to investors.

Consumer Credit Risk

We sell our loans on a non-recourse basis. We also provide representations and warranties to purchasers and insurers of the loans sold. In the event of a breach of these representations and warranties, we may be required to repurchase a mortgage loan or indemnify the purchaser, and any subsequent loss on the mortgage loan may be borne by us. If there is no breach of a representation and warranty provision, we have no obligation to repurchase the loan or indemnify the investor against loss. The unpaid principal balance of loans sold by us represents the maximum potential exposure related to representation and warranty provisions; however, we cannot estimate our maximum exposure because we do not service all of the loans for which we have provided a representation or warranty.

Counterparty Credit Risk

We are exposed to counterparty credit risk in the event of non-performance by counterparties to various agreements. We monitor the credit ratings of our counterparties and do not anticipate losses due to counterparty non-performance.

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Sensitivity Analysis

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

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

We utilize a discounted cash flow analysis to determine the fair value of mortgage servicing rights and the impact of parallel interest rate shifts on mortgage servicing rights. The primary assumptions in this model are prepayment speeds, market discount rates and cost to service. However, this analysis ignores the impact of interest rate changes on certain material variables, such as the benefit or detriment on the value of future loan originations, non-parallel shifts in the spread relationships between mortgage-backed securities, swaps and U.S. Department of the Treasury rates and changes in primary and secondary mortgage market spreads. For mortgage loans, interest rate lock commitments and forward delivery commitments on mortgage-backed securities, we rely on a model in determining the impact of interest rate shifts. In addition, for interest rate lock commitments, the borrower’s propensity to close their mortgage loans under the commitment is used as a primary assumption.

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

We used September 30, 2010 market rates on our instruments to perform the sensitivity analysis. The estimates are based on the market risk sensitive portfolios described in the preceding paragraphs and assume instantaneous, parallel shifts in interest rate yield curves. These sensitivities are hypothetical and presented for illustrative purposes only. Changes in fair value based on variations in assumptions generally cannot be extrapolated because the relationship of the change in fair value may not be linear.

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The following table summarizes the estimated change in the fair value of our assets and liabilities sensitive to interest rates as of September 30, 2010 given hypothetical instantaneous parallel shifts in the yield curve:

	Change in Fair Value
	Down			Up
	25 bps			25 bps
	(in thousands)
Increase (decrease) in assets
Mortgage loans held for sale		$3,318			$(3,675	)
Mortgage loans held for investment, subject to ABS nonrecourse debt		439			—
Mortgage servicing rights		(1,531	)		1,817
Other assets (derivatives)
IRLCs		2,031			(2,805	)
Total change in assets		$4,257			$(4,663	)
Increase (decrease) in liabilities
Derivative financial instruments
Interest rate swaps and caps		$1,686			$(1,658	)
Forward MBS trades		5,508			(6,033	)
Derivative financial instruments, subject to ABS nonrecourse debt		1,069			(1,069	)
ABS nonrecourse debt		(612	)		1,040
Total change in liabilities		$7,651			$(7,720	)
Total, net change		$(3,394	)		$3,057

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MANAGEMENT, BOARD OF MANAGERS AND BOARD OF DIRECTORS

Executive Officers

The following table sets forth the name, age and position of our current executive officers.

Name	Age		Position
Anthony H. Barone		52	President, Chief Executive Officer and Manager
Jay Bray		44	Executive Vice President and Chief Financial Officer
Robert Appel		48	Executive Vice President of Servicing
Amar Patel		39	Executive Vice President of Portfolio Investments
Anne E. Sutherland		49	Executive Vice President and General Counsel
Steven L. Hess		54	Executive Vice President of Marketing
Mark O’Brien		58	Executive Vice President of Organizational Development

Board of Managers

The Board of Managers of Nationstar LLC consists of two managers. Our ability to expand our Board of Managers is subject to complying with applicable notice, background check and other state licensing requirements. No board committees have been designated at this time. The following table sets forth the name, age and position of the current managers of Nationstar Mortgage LLC.

Name	Age		Position
Anthony H. Barone		52	President, Chief Executive Officer and Manager
Peter Smith		43	Manager

Board of Directors

The Board of Directors of Nationstar Capital Corporation consists of two directors. No board committees have been designated at this time. The following table sets forth the name, age and position of the current directors of Nationstar Capital Corporation.

Name	Age		Position
Anthony H. Barone		52	President, Chief Executive Officer and Director
Jay Bray		44	Executive Vice President, Chief Financial Officer and Director

Anthony H. Barone is the President, Chief Executive Officer and Manager of Nationstar Mortgage LLC and has served in this capacity since joining Nationstar in 1997. Mr. Barone is also President, Chief Executive Officer and Director of Nationstar Capital Corporation. Mr. Barone has over 29 years of experience in the mortgage industry. From 1980 to 1989, Mr. Barone held management positions in loan servicing, originations, secondary marketing and credit administration at General Electric Capital Corporation. From 1990 to 1997, Mr. Barone served as Executive Vice President of Ford Consumer Finance, a former mortgage lending and servicing subsidiary of Ford Motor Credit Corporation. Mr. Barone holds a B.A. in Economics from the University of Connecticut.

Jay Bray is the Executive Vice President and Chief Financial Officer of Nationstar Mortgage LLC and has been with Nationstar since 2000. Mr. Bray is also Executive Vice President, Chief Financial Officer and Director of Nationstar Capital Corporation. Mr. Bray has over 20 years of experience in the mortgage servicing and origination industry. From 1988 to 1994, Mr. Bray served as an Audit Manager with Arthur Andersen in Atlanta, Georgia. From 1994 to 2000, Mr. Bray held a variety of leadership roles at Bank of America and predecessor entities, where he managed the Asset Backed Securitization process for mortgage related products, developed and implemented a secondary execution strategy and profitability plan and managed investment banking relationships, secondary marketing operations and investor relations. Additionally, Mr. Bray led the portfolio acquisition, pricing and modeling group. Mr. Bray holds a B.A.A. in Accounting from Auburn University and is a Certified Public Accountant in the State of Georgia.

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Robert Appel is the Executive Vice President of Servicing of Nationstar Mortgage LLC and has been with Nationstar since February 2008. Mr. Appel has over 18 years of experience in the mortgage industry and 5 years of public accounting experience. From 1985 to 1990, he served as an audit manager with Ernst and Young LLP. From 1990 to 1992, he held a position as Vice President of Control for Tyler Cabot Mortgage Securities Fund, a NYSE listed bond fund. From 1992 to 1999, Mr. Appel held a position at Capstead Mortgage where he started a master servicing organization and later became Senior Vice President of Default Management for Capstead’s primary servicer. From 1999 to 2003, he was Managing Director of GMAC’s Master Servicing operation. From 2003 to 2005, Mr. Appel was Chief Executive Officer of GMAC’s United Kingdom mortgage lending business. From 2005 to 2008, he served as Servicing Manager of GMAC’s $100 billion non-prime residential servicing platform. Mr. Appel holds a B.S., cum laude, in Business Control Systems from the University of North Texas and is a Certified Public Accountant and Certified Financial Planner in the State of Texas and is a former member of the Freddie Mac Default Advisory Group.

Amar Patel is the Executive Vice President of Portfolio Investments of Nationstar Mortgage LLC and has been with Nationstar since June 2006. Mr. Patel has over 17 years of experience in the mortgage industry. From 1993 to 2006, Mr. Patel held various management roles at Capstead Mortgage Corporation, last serving as Senior Vice President of Asset and Liability Management. Mr. Patel holds a B.B.A. in Finance and Mathematics from Baylor University and an M.B.A. from Southern Methodist University.

Anne E. Sutherland is the Executive Vice President and General Counsel of Nationstar Mortgage LLC and has been with Nationstar since 1997. Ms. Sutherland has over 24 years of legal experience in the mortgage banking and consumer finance industry. From 1986 to 1988, Ms. Sutherland served as Staff Attorney for the Oklahoma Bankers Association. From January 1988 until its dissolution in July 1989, Ms. Sutherland served as Counsel for Wells Fargo Credit Corporation. From 1989 to 1994, Ms. Sutherland was the Assistant General Counsel for Ford Consumer Finance Company. From 1994 to 1997, Ms. Sutherland served as Vice President, Division Counsel and Secretary of ContiMortgage Corporation, a subsidiary of ContiFinancial. Ms. Sutherland holds a B.B.A. in Finance and a J.D. from the University of Oklahoma.

Steven L. Hess is the Executive Vice President of Marketing of Nationstar Mortgage LLC and has been with Nationstar since 1997. Mr. Hess has over 29 years experience in the financial services industry. He assumed his current role as the Executive Vice President, Marketing for Nationstar in 2001. From 1980 to 1989, Mr. Hess held various management roles in marketing, loan servicing and credit administration. From 1989 to 1997, he served as Senior Vice President of Corporate Marketing for Ford Consumer Finance Company, a former subsidiary of Ford Motor Credit that is now part of Citigroup. He also served in a subsequent assignment as Senior Vice President and Product Manager of Card Services and was responsible for managing the P&L and marketing for an $800 million co-brand Visa portfolio issued in partnership with Amoco Oil Company and Unocal 76. Mr. Hess holds a B.S. in Marketing and Advertising from the University of Colorado.

Mark O’Brien is the Executive Vice President of Organizational Development of Nationstar Mortgage LLC and has been with Nationstar since 2002. Mr. O’Brien has over 31 years of experience in the financial services industry. From 1974 to 1983, Mr. O’Brien held various management roles in consumer finance and human resources at GE Capital Corporation. From 1984 to 1989, he served as Vice President of Human Resources for PSFS Bank, a subsidiary of Meritor Financial Group. From 1990 to 1997, Mr. O’Brien served as Senior Vice President of Human Resources for Fleet Mortgage Group, during which time loan origination volume and the loan servicing portfolio doubled in size. From 1997 to 2002, he served as Executive Vice President of Human Resources for North America Mortgage Company, the mortgage banking subsidiary of Dime Savings Bank of New York. Mr. O’Brien holds a B.B.A. in Management from Xavier University and is a member of the Association of Financial Services and recently served as Chair of the Human Resources Subcommittee of the Mortgage Bankers Association.

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Peter Smith is a Manager of Nationstar Mortgage LLC and a Managing Director of Fortress Investment Group in the asset management area. Mr. Smith joined Fortress in May 1998. From 1991 to 1996, Mr. Smith was a Vice President at CRIIMI MAE Inc. From 1996 to 1998, Mr. Smith held positions at UBS and BlackRock. Mr. Smith holds a B.B.A. in Finance from Radford University and an M.B.A. in Finance from George Washington University.

Family Relationships

There are no family relationships between any of our executive officers or directors.

Director Independence

Nationstar Mortgage LLC and Nationstar Capital Corporation are privately owned. As a result, we are not required to have independent directors.

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COMPENSATION DISCUSSION & ANALYSIS

This Compensation Discussion and Analysis is designed to provide an understanding of the compensation program for our CEO, Anthony H. Barone, our CFO, Jay Bray, our Executive Vice President of Servicing, Robert L. Appel, our Executive Vice President, Amar Patel, and, our Executive Vice President, Capital Markets, Douglas Krueger (collectively, our named executive officers or “NEOs”), with respect to our 2010 fiscal year.

Compensation Philosophy and Objectives

Our primary executive compensation goals are to attract, motivate and retain the most talented and dedicated executives and to align annual and long-term incentives while enhancing unitholder value. To achieve these goals we maintain compensation plans that:

•  Deliver a mix of fixed and at-risk compensation, including through the grants of restricted units and restricted preferred units.

•  Through dividend equivalents on grants of restricted units and restricted preferred units, tie a portion of the overall compensation of executive officers to the dividends we pay to our unitholders.

•  Encourage the achievement of our short- and long-term goals on both the individual and company levels.

Process for Setting Executive Officer Compensation

The designated manager (the “Manager”) of FIF HE Holdings LLC, the sole member of the Company (our “Parent”), and its unitholders evaluate our performance, including the achievement of key investment and capital raising goals, and the individual performance of each named executive officer, with a goal of setting overall compensation at levels that our Parent and its unitholders believe are appropriate.

During 2010, in connection with new grants of restricted units and restricted preferred units, we amended the employment agreements with Messrs. Barone, Bray, Appel, and Patel, further described below. The amendments were minor and were intended to bring the agreements in line with customary practice in our industry. We believe that the employment agreements and these amendments benefit the Company and its unitholders by providing these individuals with a degree of comfort during the contract term about their employment so that they may focus on managing the business.

Participation of Management. Our NEOs are not directly responsible for determining our CEO’s compensation, although they regularly provide information to our Parent and its unitholders that is relevant to its evaluation of the NEOs’ compensation (for instance, in terms of our performance against established compensation goals and otherwise). By contrast, the CEO plays a more active role in determining the compensation of the other NEOs, who are his subordinates. He regularly advises our Parent and its unitholders of his own evaluation of their job performance and offers for consideration his own recommendations for their compensation levels. Final compensation decisions are executed by the Manager.

Compensation Consultant. We have not retained a compensation consultant to review our policies and procedures with respect to executive compensation, although the Company or Parent may elect in the future to retain a compensation consultant if they determine that doing so would assist it in implementing and maintaining compensation plans.

Risk considerations. In developing and reviewing the executive incentive programs, our Parent and unitholders consider the business risks inherent in program designs to ensure they do not induce executives to take unacceptable levels of business risk for the purpose of increasing their incentive plan awards. Our Parent and unitholders believe that the mix of compensation components used in the

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determination of our NEOs’ compensation reflects the performance of our Company and the performance of the individual employee and does not encourage our NEOs to take unreasonable risks relating to the business. Our NEOs’ ownership interest in the Company aligns our NEOs’ interests with our long-term performance and discourages excessive risk taking.

Elements of Compensation

Our executive compensation consists of the elements set forth below. Determinations regarding any one element of compensation affect determinations regarding each other element of compensation, because the goal of our Parent and unitholders is to set overall compensation at an appropriate level. Our Parent and unitholders take into account in this regard the extent to which different compensation elements are at-risk. Accordingly, for example, the amount of salary paid to a named executive officer is considered by our Parent and unitholders in determining the amount of any cash bonus or restricted unit or restricted preferred unit award, but the relationship among the elements is not formulaic because of the need to balance the likelihood that the at-risk components of compensation will actually be paid at any particular level. We further base overall compensation packages of our executive officers on their experience, current market conditions, business trends, and overall Company performance. As a result, the total compensation of our NEOs in 2010 consisted of the following elements: (1) base salary, (2) non-equity incentive plan awards, (3) equity awards, and (4) participation in employee benefit plans.

Base Salary

We utilize base salary as a building block of our compensation program. Base salaries for our NEOs are established based upon the scope of their responsibilities and what is necessary to recruit and retain skilled executives. We believe that our executives’ base salaries are comparable with salaries paid to executives at companies of a similar size and with a similar performance to us. Base salaries are reviewed annually in accordance with the named executive officer’s annual performance evaluation and increased from time to time in view of each named executive officer’s individual responsibilities, individual and company performance, and experience. Base salaries may not be reduced without the NEO’s approval.

Our named executive officers have entered into employment agreements with the Company that set a minimum salary upon execution of the agreement. These base salaries are intended to complement the at-risk components of the Company’s compensation program by assuring that our NEOs will receive an appropriate minimum level of compensation.

Annual Bonus Plans

Annual bonus incentives keyed to short-term objectives form an important part of our compensation program. The bonus plans are designed to provide incentives to achieve certain financial goals of the Company, as well as personal objectives.

The Incentive Plan for Messrs. Barone, Bray, Appel and Patel. Messrs. Barone, Bray, Appel, and Patel participate in our Annual Incentive Compensation Plan (the “Incentive Plan”). The Incentive Plan provides for payment of annual cash incentive bonuses from a pool equal to 5% of the Company’s Operating Cash Flow. Operating Cash Flow is generally equal to Adjusted EBITDA from the Operating segments less Servicing resulting from transfers of financial assets. In calculating Operating Cash Flow, non-cash components affecting Adjusted EBITDA both positively and negatively, if any, are excluded. This measure of Operating Cash Flow is intended to represent the Company’s cash revenues less all fully allocated cash and accrued expenses. Tying bonus payments to Operating Cash Flow puts a significant portion of these executives’ salary at risk and ties their compensation to our operational and financial results. The Incentive Plan is maintained at FIF HE Holdings LLC and is administered by the Manager. Our Parent chose the Company’s Operating Cash Flow as an incentive metric believing that it reflects the efficiency with which our management team manage the Company on a short- and long-term basis.

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Our Parent may not decrease the amount of the bonus pool. Each fiscal year, the Manager determines each named executive officer’s allocable portion of the bonus pool for that fiscal year, provided, however, that the Manager may not reduce any executive’s allocable percentage to less than 75% of the executive’s percentage for the prior fiscal year. To receive the actual award, the named executive officer must generally be employed by the Company (and not have given notice of intent to resign) on the last day of the fiscal year to which the bonus relates.

Annual Incentive Program for Mr. Krueger. Mr. Krueger participates in our annual cash incentive program, which includes Company and individual performance measures. These measures are established at the beginning of the fiscal year by the Company’s Board of Managers. Mr. Krueger’s performance measures for the 2010 fiscal year were Operating Cash Flow, secondary marketing profit/loss, profit margin for each of the origination channels, and specific deliverables associated with managing hedging risk, execution of loan sales, Government Sponsored Enterprise and investor relations and frequency of repurchase requests. The annual cash incentive is generally paid in a single installment in the first quarter following completion of the plan year, the amount of which is determined by our Board of Managers. Mr. Krueger must be employed by the Company on December 31 of the award year and not have given notice of termination by the time that the award is paid to receive the bonus. As a condition of participation in the annual incentive plan, Mr. Krueger is subject to a non-solicitation covenant.

The following are our NEO’s target bonus percentages for 2010:

	Allocable		Target Bonus
	Percentage of the		As Percent Of
Name	Bonus Pool		Salary
Anthony H. Barone		35.6%
Jay Bray		31.7%
Robert L. Appel		17.2%
Amar Patel		15.5%
Douglas Krueger		N/A

Long-Term Incentive Plans

Equity Incentive Plan. Long-term incentives in the form of grants of units and preferred units to our NEOs are intended to promote sustained high performance. In 2010, Messrs. Barone, Bray, Appel, and Patel received grants of Series 1 and Series 2 Class A units of FIF HE Holdings LLC. The units vest over three years. In determining the 2010 grants to each of Messrs. Barone, Bray, Appel, and Patel, to achieve the desired ownership percentage for each executive, prior vested awards of Class A units and Class A units previously purchased by each executive were taken into account. The executives are entitled to share in any dividend distribution with respect to the Class A units whether or not they have vested. Following termination of employment, the Company will have certain repurchase rights as set forth in the applicable unit award agreement and the Limited Liability Company Agreement of FIF HE Holdings LLC.

The Company also granted each of Messrs. Barone, Bray, Appel, and Patel restricted preferred stock units (“RSUs”) relating to Series 1 Class C Preferred units and Series 1 Class D Preferred units. Each RSU represents the right to receive one Class C unit or Class D unit, as applicable, upon vesting and settlement of the RSU. If the Company pays a dividend to Class C or Class D unitholders (other than with respect to any pre-2010 preferred yield), then the executive will be entitled to receive a proportionate payment based on the number of RSUs he holds, whether or not they have vested.

Our equity plans provide for accelerated vesting of a portion of the unvested awards where the employment of any of our NEOs is terminated without “cause” (other than within six months after a change in control), by the NEO for “good reason” or upon death or disability, subject to the named executive officer executing a general release of claims in favor of the Company. If the employment of any of our NEOs is terminated without cause, subject to the named executive officer executing a

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general release of claims in favor of the Company, all unvested units and RSUs will vest. We believe that such a provision benefits the Company and its unitholders by giving the executives some protection so they may make decisions about the Company and any potential transaction free from concerns about the impact to their unvested equity awards. On any other termination of employment, all unvested units and RSUs will be forfeited.

Long-Term Incentive Plan. Mr. Krueger participates in a long-term incentive plan which is designed to reward company and individual performance and serve as a retention device. Awards are determined at the conclusion of the plan year (calendar) based upon the Company’s overall financial performance and Mr. Krueger’s contribution to those results. Awards are approved by our Board of Managers with an award date of December 31 of the year just concluded. The award is generally subject to a three year cliff vesting requirement from the date of the award, which provides an important retention incentive as the executive must remain employed by the Company to receive the bonus. The bonus ordinarily is paid in a single installment in the first quarter of the third year following grant. Mr. Krueger must be employed by the Company on the date of payout to receive the award.

Severance Benefits

We have entered into employment agreements with our NEOs that provide severance benefits to such officers in the circumstances described in greater detail below in the section entitled “Employment Agreements.” We believe that these severance benefits are essential elements of our executive compensation and assist us in recruiting and retaining talented executives.

Other Compensation Components

All of our executive officers are eligible to participate in our employee benefit plans, including medical, dental, life insurance and 401(k) plans. These plans are available to all employees and do not discriminate in favor of our named executive officers. In addition, we reimburse Mr. Barone and Mr. Bray the cost of life insurance premiums pursuant to our Executive Life Program. We do not view perquisites as a significant element of our comprehensive compensation structure; however, we believe some perquisites are necessary for the Company to attract and retain superior management talent for the benefit of all unitholders. The value of these benefits to the NEOs is set forth in the Summary Compensation Table under the column “All Other Compensation” and detail about each benefit is set forth in a table following the Summary Compensation Table.

Summary Compensation Table

The following table sets forth the annual compensation for the Principal Executive Officer, the Principal Financial Officer, and the three other most highly compensated executive officers (referred to as the named executive officers or “NEOs”) serving at the end of fiscal year 2010.

									Non-Stock
							Stock		Incentive Plan			All Other
			Salary		Bonus		Awards		Compensation			Compensation			Total
Name	Year		($)		($)		($)		($)			($)			($)
Anthony H. Barone		2010		424,350		—		9,584,458		907,862	(1)		16,116	(2)		10,932,786
Jay Bray		2010		320,000		—		9,918,148		809,434	(1)		11,048	(3)		11,058,630
Robert L. Appel		2010		275,000		—		6,467,985		439,288	(1)		5,500	(4)		7,187,773
Amar Patel		2010		255,000		—		4,147,863		395,415	(1)		6,231	(4)		4,804,509
Douglas Krueger		2010		250,000		—		—		425,000	(5)		3,125	(4)		678,125

(1)	These amounts will be paid in the first quarter of fiscal year 2011, but represent awards with respect to the Company’s and individual performance in fiscal year 2010.
(2)	Represents payment of a life insurance premium equal to $9,216 and a $6,900 contribution to Mr. Barone’s 401(k) account.

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(3)	Represents payment of a life insurance premium equal to $5,998 and a $5,050 contribution to Mr. Bray’s 401(k) account.
(4)	Represents a contribution to the named executive officer’s 401(k) account.
(5)	Of this amount, $300,000 will be paid in the first quarter of fiscal year 2011, although it represents an award with respect to the Company’s and Mr. Krueger’s individual performance in fiscal year 2010, as described in Annual Incentive Program for Mr. Krueger. The remaining $125,000 is pursuant to the Long-Term Incentive Plan, described above, and is subject to three-year time-based cliff vesting; this amount will become vested on December 31, 2013 as long as Mr. Krueger remains employed with the Company.

Grants of Plan-Based Awards

The following table sets forth, for each of the Executive Officers, the grants of awards under any plan during the fiscal year ended December 31, 2010.

				Estimated
				Future
				Payouts
				Under
				Non-Equity
				Incentive Plan			All Other Stock Awards:						Grant Date Fair Value of
				Awards			Number of Units (#)						Equity Awards ($)
Name	Grant Date			Target ($)			1A		2A		C&D		1A		2A		C&D
Anthony H. Barone		9/17/2010(1	)		907,862			136,993		25,607		2,494,500		6,752,295		22,088		2,810,075
Jay Bray		9/17/2010(2	)		809,434			153,212		28,637		2,078,750		7,551,718		24,701		2,341,729
Robert L. Appel		9/17/2010(3	)		439,288			102,384		19,137		1,247,250		5,046,440		16,507		1,405,038
Amar Patel		9/17/2010(4	)		395,415			64,937		12,137		831,500		3,200,702		10,469		936,692
Douglas Krueger					125,000	(5)

(1)	This award is subject to vesting. With respect to the Series 1 Class A, the award vested with respect to 481 Series 1 Class A units on September 17, 2010, and will vest with respect to 68,256 Series 1 Class A units on each of June 30, 2011 and 2012. With respect to the Series 2 Class A, the award vested with respect to 91 Series 2 Class A units on September 17, 2010, and will vest with respect to 12,758 on each of June 30, 2011 and 2012. With respect to the Series 1 Class C and D preferred units, the award vests in equal tranches with respect to 831,500 units on each of September 17, 2010, June 30, 2011 and June 30, 2012.
(2)	This award is subject to vesting. With respect to the Series 1 Class A, the award vested with respect to 39,452 Series 1 Class A units on September 17, 2010, and will vest with respect to 56,880 Series 1 Class A units on each of June 30, 2011 and 2012. With respect to the Series 2 Class A, the award vested with respect to 7,373 Series 2 Class A units on September 17, 2010, and will vest with respect to 10,631 on June 30, 2011 and with respect to 10,633 on June 30, 2012. With respect to the Series 1 Class C and D preferred units, the award vests in equal tranches with respect to 692,916 units on September 17, 2010 and 692,917 units on each of June 30, 2011 and June 30, 2012.
(3)	This award is subject to vesting. With respect to the Series 1 Class A, the award vests in equal tranches with respect to 34,128 units on each of September 17, 2010, June 30, 2011 and June 30, 2012. With respect to the Series 2 Class A, the award vests in equal tranches with respect to 6,379 units on each of September 17, 2010, June 30, 2011 and June 30, 2012. With respect to the Series 1 Class C and D preferred units, the award vests in equal tranches with respect to 415,750 units on each of September 17, 2010, June 30, 2011 and June 30, 2012.
(4)	This award is subject to vesting. With respect to the Series 1 Class A, the award vested with respect to 19,433 Series 1 Class A units on September 17, 2010, and will vest with respect to 22,752 Series 1 Class A units on each of June 30, 2011 and 2012. With respect to the Series 2 Class A, the award vested with respect to 3,631 Series 2 Class A units on September 17, 2010, and

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	will vest with respect to 4,252 on June 30, 2011 and 4,254 on June 30, 2012. With respect to the Series 1 Class C and D preferred units, the award vests in equal tranches with respect to 277,166 units on September 17, 2010 and 277,167 units on each of June 30, 2011 and June 30, 2012.
(5)	This bonus under the Long-Term Incentive Plan, described above, is subject to three-year time-based cliff vesting, which will become vested on December 31, 2013 as long as Mr. Krueger remains employed with the Company.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth, for each of the Executive Officers, the outstanding equity awards as of the end of the fiscal year ended December 31, 2010.

	Stock Awards
	Number of Units That Have						Market Value of Units That Have
	Not Vested (#)						Not Vested ($)
Name	1A		2A		C&D		1A		2A		C&D
Anthony H. Barone(1)		136,512		25,516		1,663,000		6,715,749		22,009		1,886,089
Jay Bray(2)		113,760		21,264		1,385,834		5,596,458		18,342		1,571,741
Robert L. Appel(3)		68,256		12,758		831,500		3,357,875		11,005		943,045
Amar Patel(4)		45,504		8,506		554,334		2,238,583		7,337		628,696
Douglas Krueger		—		—		—		—		—		—

(1)	This award is subject to vesting. With respect to the Series 1 Class A, the award will vest with respect to 68,256 Series 1 Class A units on each of June 30, 2011 and 2012. With respect to the Series 2 Class A, the award will vest with respect to 12,758 on each of June 30, 2011 and 2012. With respect to the Series 1 Class C and D preferred units, the award vests in equal tranches with respect to 831,500 units on each of June 30, 2011 and 2012.
(2)	This award is subject to vesting. With respect to the Series 1 Class A, the award will vest with respect to 56,880 Series 1 Class A units on each of June 30, 2011 and 2012. With respect to the Series 2 Class A, the award will vest with respect to 10,631 on June 30, 2011 and with respect to 10,633 on June 30, 2012. With respect to the Series 1 Class C and D preferred units, the award vests in equal tranches with respect to 692,917 units on each of June 30, 2011 and 2012.
(3)	This award is subject to vesting. With respect to the Series 1 Class A, the award vests in equal tranches with respect to 34,128 units on each of June 30, 2011 and 2012. With respect to the Series 2 Class A, the award vests in equal tranches with respect to 6,379 units on each of June 30, 2011 and 2012. With respect to the Series 1 Class C and D preferred units, the award vests in equal tranches with respect to 415,750 units on each of June 30, 2011 and 2012.
(4)	This award is subject to vesting. With respect to the Series 1 Class A, the award will vest with respect to 22,752 Series 1 Class A units on each of June 30, 2011 and 2012. With respect to the Series 2 Class A, the award will vest with respect to 4,252 on June 30, 2011 and 4,254 on June 30, 2012. With respect to the Series 1 Class C and D preferred units, the award vests in equal tranches with respect to 277,167 units on each of June 30, 2011 and 2012.

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Stock Vested

The following table sets forth, for each of the Executive Officers, information with respect to the exercise of stock options, SARs and similar instruments and vesting of other equity-based awards during the fiscal year ended December 31, 2010.

	Stock Awards
	Number of Shares
	Acquired on Vesting (#)						Value Realized on Vesting ($)
Name	1A		2A		C&D		1A		2A		C&D
Anthony H. Barone		19,845		3,710		831,500		1,021,205		3,386		936,692
Jay Bray		44,432		8,304		692,916		2,201,098		7,210		780,576
Robert L. Appel		34,128		6,379		415,750		1,682,147		5,502		468,346
Amar Patel		19,433		3,631		277,166		957,840		3,132		312,230
Douglas Krueger		—		—		—		—		—		—

Employment Agreements

The Company has entered into employment agreements with all of our named executive officers.

Employment Agreements of Messrs. Barone and Bray

Mr. Barone and the Company entered into an amended and restated employment agreement pursuant to which Mr. Barone agreed to serve as our Chief Executive Officer on September 17, 2010. Mr. Bray and the Company entered into an amended and restated employment agreement pursuant to which Mr. Bray agreed to serve as our Chief Financial Officer on September 17, 2010. The employment agreements expire on July 10, 2011. Pursuant to the employment agreements, upon a termination for any reason or no reason, Messrs. Barone and Bray are bound by non-competition, non-solicitation, confidentiality and non-disparagement covenants. These covenants survive the expiration of Messrs. Barone’s and Bray’s employment agreements.

The employment agreements provide, among other things, for payments to the executive following certain terminations of employment. If Mr Barone’s employment or Mr. Bray’s employment is terminated by the Company without “cause” or is terminated by him for “good reason,” subject to his execution of a release of claims, he would be entitled to (1) 18 months of continued base salary, (2) an amount equal to 150% of the average of his annual cash bonus for the three most recently completed fiscal years and (3) continued coverage under the Company’s medical plan until the earlier of (a) the time he becomes eligible for coverage from a new employer and (b) 12 months following the date of termination. If Mr. Barone’s or Mr. Bray’s employment terminates due to his resignation, subject to his execution of a release of claims, he will be entitled to (1) six months of continued base salary and (2) 50% of the average of his annual cash bonus for the three most recently completed fiscal years. Following July 10, 2011, absent an earlier termination of their employment agreements, Mr. Barone and Mr. Bray will continue as employees at-will and will not be entitled to any severance payments under their respective employment agreements upon any subsequent termination.

Employment Agreement of Mr. Appel

Mr. Appel and the Company entered into an amended employment agreement pursuant to which Mr. Appel agreed to serve as our Executive Vice President, Servicing on September 17, 2010. The initial term of the employment agreement ends on February 3, 2011 and will be automatically renewed for two additional periods of one year commencing on each of February 4, 2011 and February 4, 2012 unless either party gives the other notice of intent not to renew by no later than January 4, 2011 and January 4, 2012, respectively. Failure by the Company to renew Mr. Appel’s term of employment on February 4, 2011 and February 4, 2012, would entitle Mr. Appel to terminate his employment for “good reason” and receive the severance payments described below. Pursuant to the employment agreement,

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upon a termination for any reason or no reason, Mr. Appel is bound by non-competition, non-solicitation, confidentiality and non-disparagement covenants. These covenants survive the expiration of Mr. Appel’s employment agreement.

The employment agreement provides for a one-time cash retention bonus if Mr. Appel is employed by the Company on February 4, 2013 (and has not given notice of his intent to resign). If Mr. Appel’s employment is terminated by the Company without “cause” or is terminated by Mr. Appel for “good reason”, subject to his execution of a release of claims, he would be entitled to (1) an amount equal to (a) 12 months of base salary plus (b) a lump sum severance payment, (2) a prorated portion of the annual cash incentive bonus for the year of termination, (3) if such termination occurs prior to February 4, 2013, the retention bonus, and (4) continued coverage under the Company’s medical plan until the earlier of (a) the time Mr. Appel becomes eligible for coverage from a new employer and (b) 12 months following the date of termination. Following February 3, 2013, absent an earlier termination of his employment agreement, Mr. Appel will continue as an employee at-will and will not be entitled to any severance payments under his employment agreement upon any subsequent termination.

Employment Agreement of Mr. Patel

Mr. Patel and the Company entered into an amended and restated employment agreement pursuant to which Mr. Patel agreed to serve as our Executive Vice President on September 17, 2010. The employment agreement expires on June 1, 2011. Pursuant to the employment agreement, upon a termination for any reason or no reason, Mr. Patel is bound by non-competition, non-solicitation, confidentiality and non-disparagement covenants. These covenants survive the termination of Mr. Patel’s employment agreement.

If Mr. Patel’s employment is terminated by the Company without “cause” or is terminated by Mr. Patel for “good reason,” subject to Mr. Patel’s execution of a release of claims, he would be entitled to (1) six months of continued base salary, (2) an amount equal to 50% of his annual cash bonus paid to him for the most recently completed fiscal year and (3) continued coverage under the Company’s medical plan until the earlier of (a) the time he becomes eligible for coverage from a new employer and (b) six months following the date of termination. Following June 1, 2011, absent an earlier termination of his employment agreement, Mr. Patel will continue as an employee at-will and will not be entitled to any severance payments under his employment agreement upon any subsequent termination.

Employment Agreement of Mr. Krueger

Mr. Krueger and the Company entered into an employment agreement pursuant to which Mr. Krueger agreed to serve as our Executive Vice President, Capital Markets on February 19, 2009. Pursuant to its terms, the agreement will expire on February 18, 2011. Mr. Krueger is bound by non-competition, non-solicitation, confidentiality and non-disparagement covenants. These covenants survive the termination of Mr. Krueger’s employment agreement.

If Mr. Krueger’s employment is terminated by the Company without “cause” or is terminated by Mr. Krueger for “good reason,” subject to Mr. Krueger’s execution of a release of claims, he would be entitled to (1) accrued benefits, (ii) an amount equal to Mr. Krueger’s unpaid base salary and guaranteed bonus through February 18, 2011 and (2) continued coverage under the Company’s medical plan until the earlier of (a) the time he becomes eligible for coverage from a new employer and (b) six months following the date of termination.

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Potential Payments Upon Termination or Change in Control

									After
							Termination without		Change in
							Cause Other than		Control,
							After A Change in		Termination
					Voluntary		Control or for Good		without
	Death(1)		Disability(1)		Termination		Reason(1)		Cause(2)
	($)		($)		($)		($)		($)
Anthony H. Barone		4,311,924		4,311,924		564,630		6,015,435		10,327,358
Jay Bray		3,593,269		3,593,269		483,278		5,052,723		8,645,995
Robert L. Appel		2,155,962		2,155,962		0		3,454,870		5,610,833
Amar Patel		1,437,307		1,437,307		0		1,767,324		3,204,634
Douglas Krueger		0		0		0		33,656		33,656

(1)

Pursuant to the equity grant agreements granting each of Messrs. Barone, Bray, Appel and Patel Series 1 Class A units, Series 2 Class A units, and RSUs with respect to Series 1 Class C and D preferred units, in the event the named executive officer’s employment terminates as a result of the named executive officer’s death, disability or voluntary resignation for good reason or as a result of the Company terminating the named executive officer’s employment without cause other than in connection with a change in control, an additional tranche of any outstanding and unvested equity awards will become vested.

(2)

Pursuant to the equity grant agreements granting each of Messrs. Barone, Bray, Appel and Patel Series 1 Class A units, Series 2 Class A units, and RSUs with respect to Series 1 Class C and D preferred units, in the event the named executive officer’s employment terminates as a result the Company terminating the named executive officer’s employment without cause within 6 months following a change in control, all of the named executive officer’s outstanding and unvested equity awards will become vested.

Manager Compensation

The Nationstar Board of Managers is comprised of managers elected by our unitholders. We currently have two members on the Board of Managers: Peter Smith and Anthony Barone. Mr. Barone receives no payments in addition to what has been described as a result of his service on the Board of Managers. Mr. Smith is an employee of our sponsor and we pay him no additional compensation for his service on the Company’s Board of Managers.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Under SEC rules, a related person is an officer, director, nominee for director or beneficial holder of more than 5% of any class of our voting securities since the beginning of the last fiscal year or an immediate family member of any of the foregoing. Our Board of Managers is primarily responsible for developing and implementing processes and controls to obtain information from our directors, executive officers and significant stockholders regarding related-person transactions and then determining, based on the facts and circumstances, whether we or a related person has a direct or indirect material interest in these transactions. We currently do not have a standalone written policy for evaluating related party transactions. Our officers and managers use an established process to review, approve and ratify transactions with related parties. When considering potential transactions involving a related party that may require board approval, our officers notify our board of managers of the proposed transaction, provide a brief background of the transaction and schedule a meeting with the board of managers to review the matter. At such meetings, our Chief Executive Officer, Chief Financial Officer and other members of management, as appropriate, provide information to the board of managers regarding the proposed transaction, after which the board of managers and management discuss the transaction and the implications of engaging a related party as opposed to an unrelated third party. If the board of managers (or specified managers as required by applicable legal requirements) determines that the transaction is in our best interests, it will vote to approve entering into the transaction with the applicable related party. Other than compensation agreements and other arrangements which are described under “Compensation Discussion and Analysis” and the transactions described below, since January 1, 2009, there has not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a party in which the amount involved exceeded or will exceed $120,000 and in which any related person had or will have a direct or indirect material interest.

We currently serve as the loan servicer for two securitized loan portfolios managed by Newcastle Investment Corp., which is managed by an affiliate of Fortress, for which we receive a monthly net servicing fee equal to 0.5% per annum on the unpaid principal balance of the portfolios. For the year ended December 31, 2009 and the nine months ended September 30, 2010, we received servicing fees of $7.4 million and $4.8 million, respectively.

We currently serve as the loan sub-servicer for three loan portfolios managed by FCDB FF1 LLC, FCDB 8020 REO LLC, FCDB FF1 2008-1 Trust, FCDB UB 8020 Residential LLC and FCDB GMPL 2008-1 Trust, which is managed by an affiliate of Fortress, for which we receive a monthly per loan sub-servicing fee and other performance incentive fees subject to our agreement with them. For the year ended December 31, 2009 and for the nine months ended September 30, 2010, we received $1.0 million and $0.4 million of sub-servicing fees, respectively.

In September 2010, we entered into a marketing services agreement with American General Home Equity, Inc. (“Amgen”), which is owned by an affiliate of Fortress and managed by the same advisor as Nationstar Mortgage LLC. Pursuant to this agreement, we market our mortgage origination products to customers of Amgen, and are compensated by the origination fees of loans that we refinance. The marketing services agreement has an initial term of six months.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of September 30, 2010, Nationstar Mortgage LLC is the sole shareholder of Nationstar Capital Corporation, owning 100% of its outstanding capital stock. As of September 30, 2010, FIF HE Holdings, LLC (“Holdings”), a holding company, is the sole member of Nationstar Mortgage LLC, owning 100% of its outstanding membership interests. The following table sets forth information as of September 30, 2010 regarding the beneficial ownership of Holdings’ issued and outstanding Series 1 units by:

•  each person or group who is known by us to own beneficially more than 5% of Holdings’ issued and outstanding Series 1 Class A units;

•  each of our directors;

•  each of our named executive officers; and

•  all of our directors and executive officers as a group.

For further information regarding material transactions between us and certain of our stockholders, see “Certain Relationships and Related Party Transactions.”

Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting of securities, or to dispose or direct the disposition of securities or has the right to acquire such powers within 60 days. The information does not necessarily indicate beneficial ownership for any other purpose. Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that each beneficial owner identified in the table possesses sole voting and investment power over all Series 1 units shown as beneficially owned by the beneficial owner. For purposes of the calculations in the table below, the number of Series 1 units deemed outstanding includes Series 1 units issuable upon exercise of options held by the respective person which may be exercised within 60 days after September 30, 2010. For purposes of calculating each person’s percentage ownership, Series 1 units issuable pursuant to options exercisable within 60 days after September 30, 2010 are included as outstanding and beneficially owned for that person or group, but are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Unless otherwise indicated in the table or footnotes below, the address for each beneficial owner is c/o Nationstar Mortgage LLC, 350 Highland Drive, Lewisville, Texas 75067.

Holdings has four types of issued and outstanding Series 1 units. Series 1 Class A units have voting rights. Series 1 Class B preferred units, Series 1 Class C preferred units and Series 1 Class D units do not have voting rights. The percentage of beneficial ownership of our Series 1 units is based on 13,124,047 Series 1 Class A units, 1,000 Series 1 Class B preferred units, 82,600,000 Series 1 Class C preferred units and 83,700,000 Series 1 Class D preferred units issued and outstanding as of September 30, 2010. The percentage of beneficial ownership of our Series 1 Class A units is based on 13,124,047 Series 1 Class A units issued and outstanding as of September 30, 2010.

	Number of		Percentage of
Name of Beneficial Owner	Series 1 Units(2)		Series 1 Units(2)
Executive Officers and Directors
Peter Smith		0		*
Anthony H. Barone		899,756		*
Jay Bray		749,795		*
Robert Appel		449,878		*
Amar Patel		299,918		*
Douglas Krueger		0		*
All executive officers, managers and directors as a group (6 persons)		2,399,347		1.3%

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	Number of		Percentage of
	Series 1 Class A		Series 1 Class A
Name of Beneficial Owner	Units(2)		Units(2)
5% Interest holders
Fortress Fund III Funds(1)		6,434,408		49.0%
Fortress Fund IV Funds(1)		6,434,411		49.0%

*	Less than 1%
(1)	Fortress Fund III Funds represent Fortress Investment Fund III LP, Fortress Investment Fund III (Fund B) LP, Fortress Investment Fund III (Fund C) LP, Fortress Investment Fund III (Fund D) L.P., Fortress Investment Fund III (Fund E) L.P., FIF III B HE BLKR LLC, and FIF III C HE BLKR LLC. Fortress Fund IV Funds represent Fortress Investment Fund IV (Fund A) L.P., Fortress Investment Fund IV (Fund B) L.P., Fortress Investment Fund IV (Fund C) L.P., Fortress Investment Fund IV (Fund D) L.P., Fortress Investment Fund IV (Fund E) L.P., Fortress Investment Fund IV (Fund F) L.P. and Fortress Investment Fund IV (Fund G) L.P., FIF IV B HE BLKR LLC and FIF IV CFG HE BLKR LLC. Fortress Fund III GP LLC is the general partner of each of the Fortress Fund III Funds. The sole managing member of Fortress Fund III GP LLC is Fortress Investment Fund GP (Holdings) LLC. The sole managing member of Fortress Investment Fund III GP (Holdings) LLC is Fortress Operating Entity I LP (“FOE I”). FIG Corp. is the general partner of FOE I, and FIG Corp. is wholly owned by Fortress Investment Group LLC. Fortress Fund IV GP L.P. is the general partner of each of the Fortress Fund IV Funds. Fortress Fund IV GP Holdings Ltd. is the general partner of Fortress Fund IV GP L.P. Fortress Fund IV GP Holdings Ltd. is wholly owned by FOE I. FIG Corp. is the general partner of FOE I. FIG Corp. is wholly owned by Fortress Investment Group LLC. By virtue of his ownership interest in Fortress Investment Group LLC and certain of its affiliates, as well as his role in advising certain investment funds, Wesley R. Edens may be deemed to be the natural person that has sole or shared voting and investment control over the shares listed as beneficially owned by Holdings. Mr. Edens disclaims beneficial ownership of such shares. The address of all persons listed above is c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor, New York, New York 10105.
(2)	Holdings issues its equity interests in two series, each of which relate to certain specified assets of the LLC: series 1 units, which relate to all the issued and outstanding membership interests in Nationstar Mortgage LLC; and Series 2 units, which relate to equity interests in a separate entity, which is neither a subsidiary of Nationstar Mortgage LLC nor a guarantor of the Notes. Certain executive compensation arrangements include equity grants of the Series 2 units of Holdings. See “Compensation Discussion and Analysis.”

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DESCRIPTION OF THE NEW NOTES

We issued the Old Notes and issue the New Notes under an indenture, or the “Indenture,”, dated as of March 26, 2010, among Nationstar Mortgage LLC (the “Company”), Nationstar Capital Corporation, (the “ Co-Issuer” and Wells Fargo Bank, National Association, as Trustee (the “Trustee”). The following is a summary of the material provisions of the Indenture and the Registration Rights Agreement. We urge you to read the Indenture, including the form and terms of the notes, and the Registration Rights Agreement because they define your rights as a holder of notes. The terms of the notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, or the “TIA.” You may request a copy of the Indenture at our address as shown under “—Additional Information” below. You can find definitions of certain capitalized terms used in this section under “—Certain Definitions.” For purposes of this section, references to the “Company” or “our” include only Nationstar Mortgage LLC and not its Subsidiaries. The term “Issuers” refers collectively to the Nationstar Mortgage LLC and Nationstar Capital Corporation.

The Issuers will issue $250.0 million aggregate principal amount of the New Notes due 2015 in fully registered form in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The Trustee will initially act as the paying agent, or the “Paying Agent,” and the registrar, or the “Registrar,” for the New Notes. The Company may change any Paying Agent and Registrar without notice to holders of the New Notes, or the “Holders.” The Company will pay principal (and premium, if any) on the New Notes at the Trustee’s corporate trust office in New York, New York. At the Company’s option, interest and Additional Interest, if any, may be paid at the Trustee’s corporate trust office or by check mailed to the registered address of Holders.

Brief Description of the Notes and the Note Guarantees

The New Notes:

•  will be general unsecured obligations of the Issuers;

•  will be pari passu in right of payment with all existing and any future senior Indebtedness of the Issuers;

•  will be effectively junior in right of payment to all existing and future senior secured Indebtedness of the Issuers to the extent of the assets securing such Indebtedness;

•  will be senior in right of payment to all existing and future subordinated Indebtedness of the Issuers;

•  will be subject to registration with the SEC pursuant to the Registration Rights Agreement;

•  will be unconditionally guaranteed on a senior unsecured basis by the Guarantors; and

•  will be effectively junior to any existing and future liabilities of our non-Guarantor subsidiaries.

Without limitation on the generality of the foregoing, the notes will be effectively subordinated to secured Indebtedness of the Company—including, without limitation, all Indebtedness under the Existing Facilities, Permitted Servicing Advance Facility Indebtedness, Permitted Warehouse Indebtedness, Permitted MSR Indebtedness, Permitted Residual Indebtedness and Securitization Indebtedness. In the event of the Company’s bankruptcy, liquidation, reorganization or other winding up, the Company’s assets that secure such secured Indebtedness will be available to pay obligations on the notes only after all Indebtedness under such secured Indebtedness has been repaid in full from such assets.

The notes will be guaranteed by all of the Company’s existing and future Domestic Subsidiaries other than our future Excluded Restricted Subsidiaries, our existing and future Securitization Entities, our future Warehouse Facility Trusts, our future MSR Facility Trusts and other than any Domestic Subsidiaries designated as Unrestricted Subsidiaries in the future. As of the Issue Date, Nationstar

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Home Equity Loan Trust 2009-A, Nationstar Home Equity Loan 2009-A REO LLC, Nationstar Mortgage Advance Receivables Trust 2009-ADVI, Nationstar Residual, LLC, Nationstar Funding LLC and Nationstar Advance Funding LLC are our Securitization Entities which will not guarantee the notes.

Each guarantee of the notes:

•  will be a general unsecured obligation of the Guarantor;

•  will be pari passu in right of payment with all existing and future senior Indebtedness of that Guarantor;

•  will be effectively junior in right of payment to all existing and future senior secured Indebtedness of that Guarantor to the extent of the assets securing such Indebtedness; and

•  will be senior in right of payment to all existing and future subordinated Indebtedness of that Guarantor.

Without limitation on the generality of the foregoing, the guarantee of the notes will be effectively subordinated to secured Indebtedness of the Guarantor—including, without limitation, all Indebtedness under the Existing Facilities, Permitted Servicing Advance Facility Indebtedness, Permitted Warehouse Indebtedness, Permitted MSR Indebtedness, Permitted Residual Indebtedness, Securitization Indebtedness and any secured guarantee of the Indebtedness of the Company. In the event of a Guarantor’s bankruptcy, liquidation, reorganization or other winding up or similar proceeding, the Guarantor’s assets that secure such secured Indebtedness of the Guarantor will be available to pay obligations on its note guarantee only after all Indebtedness under such secured Indebtedness has been repaid in full from such assets.

As of the date of the Indenture, all of our Subsidiaries will be “Restricted Subsidiaries.” However, under the circumstances described below under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” we will be permitted to designate Subsidiaries as “Unrestricted Subsidiaries.” Our Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the Indenture. Our Unrestricted Subsidiaries will not guarantee the notes.

Transfer and Exchange

A Holder may transfer or exchange notes in accordance with the Indenture. The registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes due on transfer. The Issuers will not be required to transfer or exchange any notes selected for redemption or tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer. Also, the Issuers will not be required to transfer or exchange any note for a period of 15 days before the mailing of a notice of redemption of notes to be redeemed. The registered Holder of a note will be treated as the owner of the note for all purposes.

Principal, Maturity and Interest

The notes are initially being offered up to the principal amount of $250.0 million. The Issuers may, without the consent of the Holders, increase the principal amount of the notes in the future on the same terms and conditions and with the same CUSIP number as the notes being offered hereby. Any offering of additional notes is subject to the covenant described below under the caption “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock.” The notes offered hereby and any additional notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture.

The notes will mature on April 1, 2015. Interest on the notes will accrue at the rate of 10.875% per annum and will be payable semiannually in cash on each April 1 and October 1, commencing on October 1, 2010, to the persons who are registered Holders at the close of business on the March 15 and September 15 immediately preceding the applicable interest payment date. Interest on the notes

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will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including March 26, 2010.

The notes will not be entitled to the benefit of any mandatory sinking fund.

Additional Interest may accrue on the notes in certain circumstances pursuant to the Registration Rights Agreement. See “Exchange Offer; Registration Rights.”

Note Guarantees

The notes will be guaranteed by each of the Company’s current and future Domestic Subsidiaries, other than our future Excluded Restricted Subsidiaries, Securitization Entities, Warehouse Facility Trusts, MSR Facility Trusts and future Unrestricted Subsidiaries. These Note Guarantees will be joint and several obligations of the Guarantors. The obligations of each Guarantor under its Note Guarantee will be limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law. This provision may not, however, be effective to protect a Note Guarantee from being voided under fraudulent transfer law, or may reduce the applicable Guarantor’s obligation to an amount that effectively makes its Note Guarantee worthless. If a Note Guarantee was rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the Guarantor, and, depending on the amount of such indebtedness, a Guarantor’s liability on its Note Guarantee could be reduced to zero. See “Risk Factors—Your right to be repaid would be adversely affected if a court determined that any of our subsidiaries made any guarantee for inadequate consideration or with the intent to defraud creditors.”

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Issuers or another Guarantor, unless:

(1)	except in the case of a merger entered into solely for the purpose of reincorporating a Guarantor in another jurisdiction, immediately after giving effect to that transaction, no Default or Event of Default shall have occurred and be continuing; and
(2)	either:

(a)	the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if not the Guarantor) assumes all the obligations of that Guarantor under the Indenture, its Note Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture satisfactory to the trustee; or
(b)	the Net Proceeds of such sale or other disposition are either (i) applied in accordance with the applicable provisions of the Indenture or (ii) not required to be applied in accordance with any provision of the Indenture.

The Note Guarantee of a Guarantor will be automatically and unconditionally released:

(1)	in connection with any sale, transfer or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate the “Asset Sale” provisions of the Indenture;
(2)	in connection with any sale, transfer or other disposition of all of the Capital Stock of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate the “Asset Sale” provisions of the Indenture;

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(3)	if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture; or
(4)	upon legal defeasance or satisfaction and discharge of the Indenture as provided below under the captions “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge.”

Redemption

Optional Redemption.  At any time prior to April 1, 2013, the Issuers may on any one or more occasions redeem all or a part of the notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100.0% of the principal amount of the notes redeemed plus the Applicable Premium, plus accrued and unpaid interest and Additional Interest, if any, on the notes redeemed, to the applicable date of redemption (subject to the rights of Holders of notes on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of redemption).

On or after April 1, 2013, the Issuers may on any one or more occasions redeem all or a part of the notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the notes redeemed, to the applicable date of redemption, if redeemed during the twelve month period beginning on April 1 of the years indicated below, subject to the rights of Holders of notes on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of redemption:

Year	Percentage
2013		105.438	%
2014 and thereafter		100.000	%

“Applicable Premium” means, with respect to any note on any applicable redemption date, the greater of (i) 1.0% of the then outstanding principal amount of such note and (ii) the excess of:

(1)

the present value at such redemption date of the sum of (i) the redemption price of such note at April 1, 2013 (such redemption price being set forth in the table appearing above under “—Optional Redemption”) plus (ii) all required interest payments due on such note through April 1, 2013 (excluding accrued but unpaid interest), such present value to be computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(2)

the then outstanding principal amount of such note.

“Treasury Rate” means, as determined by the Issuers, as of the applicable redemption date, the yield to maturity as of such redemption date of constant maturity United States Treasury securities (as compiled and published in the most recent Federal Reserve Statistical Release H. 15 (519) that has become publicly available at least two business days prior to such redemption date (or, if such statistical release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to April 1, 2013; provided, however, that if no published maturity exactly corresponds with such date, then the Treasury Rate shall be interpolated or extrapolated on a straight-line basis from the arithmetic mean of the yields for the next shortest and next longest published maturities; provided further, however, that if the period from such redemption date to April 1, 2013, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

Optional Redemption Upon Equity Offerings.  At any time, or from time to time, on or prior to April 1, 2013, the Issuers may, at their option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35.0% of the principal amount of all notes issued at a redemption price equal to 110.875% of the principal amount of the notes redeemed plus accrued and

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unpaid interest and Additional Interest, if any, to the date of redemption (subject to the rights of Holders of notes on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of redemption); provided that:

1.	at least 65.0% of the principal amount of all notes issued under the Indenture remains outstanding immediately after any such redemption; and
2.	the Issuers makes such redemption not more than 90 days after the consummation of any such Equity Offering.

“Equity Offering” means a sale either (1) of Equity Interests of the Company (other than Disqualified Capital Stock and other than to a Subsidiary of the Company) by the Company or (2) of Equity Interests of a direct or indirect parent entity of the Company (other than to the Company or a Subsidiary of the Company) to the extent that the net proceeds therefrom are contributed to the common equity capital of the Company.

Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent.

In addition to the Issuers’ rights to redeem notes as set forth above, the Issuers may at any time and from time to time purchase notes in open-market transactions, tender offers or otherwise.

Selection and Notice of Redemption

In the event that the Issuers choose to redeem less than all of the notes, selection of the notes for redemption will be made by the Trustee either:

1.	in compliance with the requirements of the principal national securities exchange, if any, on which the notes are listed; or
2.	on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate.

No notes of a principal amount of $2,000 or less shall be redeemed in part. If a partial redemption is made with the proceeds of an Equity Offering, the Trustee will select the notes only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to DTC procedures). Notice of redemption will be mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each Holder of notes to be redeemed at its registered address. On and after the redemption date, interest will cease to accrue on notes or portions thereof called for redemption as long as the Issuers have deposited with the Paying Agent funds in satisfaction of the applicable redemption price.

Repurchase of Notes upon a Change of Control Triggering Event

Upon the occurrence of a Change of Control, each Holder will have the right to require that the Issuers purchase all or a portion of such Holder’s notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101.0% of the principal amount of the notes redeemed plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the rights of Holders of notes on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of redemption).

Within 30 days following the date upon which a Change of Control occurs, the Issuers must send, by first class mail, a notice to each Holder, with a copy to the Trustee or otherwise in accordance with the procedures of DTC, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days no later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a note purchased pursuant to a Change of Control Offer will be required to surrender the note, with the form entitled “Option of Holder to Elect

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Purchase” on the reverse of the note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third business day prior to the Change of Control Payment Date. Holders will be entitled to withdraw their tendered notes and their election to require the Issuers to purchase such notes; provided that the Paying Agent receives, not later than the close of business on the last day of the offer period, a facsimile transmission or letter setting forth the name of the Holder of the notes, the principal amount of the notes tendered for purchase, and a statement that such Holder is withdrawing his tendered notes and his election to have such notes purchased.

The Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuers and purchases all notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the Indenture as described above under the caption “—Optional Redemption,” unless and until there is a default in payment of the applicable redemption price.

If a Change of Control Offer is made, we cannot assure you that the Issuers will have available funds sufficient to pay the Change of Control purchase price for all the notes that might be delivered by Holders seeking to accept the Change of Control Offer. In the event the Issuers are required to purchase notes pursuant to a Change of Control Offer, the Issuers expect that they would seek third-party financing to the extent they do not have available funds to meet their purchase obligations. However, we cannot assure you that the Issuers would be able to obtain such financing. See “Risk Factors—We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture governing the notes.”

The Company’s other existing and future senior Indebtedness may prohibit events that would constitute a Change of Control. If the Company were to experience a change of control that triggers a default under such other senior Indebtedness, the Company could seek a waiver of such default or seek to refinance such other senior Indebtedness. In the event that the Company does not obtain such a waiver or refinance such senior Indebtedness, such default could result in amounts outstanding under such other senior Indebtedness to be declared due and payable. In addition, the exercise by the Holders of notes of their right to require the Issuers to repurchase the notes could cause a default under such other senior Indebtedness, even if the occurrence of the Change of Control itself does not, due to the financial effect of such repurchases on the Issuers.

Neither the Board of Directors of the Company nor the Trustee may waive the covenant relating to a Holder’s right to redemption upon a Change of Control; such provisions may only be waived or modified with the written consent of the holders of a majority in principal amount of the notes.

Restrictions in the Indenture described herein on the ability of the Company and its Restricted Subsidiaries to incur additional Indebtedness, to grant liens on its property and to make Restricted Payments (as defined below) may also make more difficult or discourage a takeover of the Company, whether favored or opposed by the management of the Company. Consummation of any such transaction in certain circumstances may require redemption or repurchase of the notes, and we cannot assure you that the Company or the acquiring party will have sufficient financial resources to effect such redemption or repurchase. Such restrictions and the restrictions on transactions with Affiliates may, in certain circumstances, make more difficult or discourage any leveraged buyout of the Company or any of its Subsidiaries by the management of the Company. While such restrictions cover a wide variety of arrangements that have traditionally been used to effect highly leveraged transactions, the Indenture may not afford the Holders protection in all circumstances from the adverse aspects of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Company and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under

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applicable law. Accordingly, the ability of a Holder of notes to require the Company to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the “Change of Control” provisions of the Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the “Change of Control” provisions of the Indenture by virtue thereof.

Asset Sales

The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, other than a Required Asset Sale or any Legacy Loan Portfolio Sale unless:

(1)	the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and
(2)	at least 75.0% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:

(a)	any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Note Guarantee) that are assumed by the transferee of any such assets (or a third party on behalf of such transferee) pursuant to a customary innovation or other agreement that releases the Company or such Restricted Subsidiary from further liability;
(b)	any securities, notes or other obligations or assets received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof, to the extent of the cash received in that conversion; and
(c)	any Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) $25.0 million and (y) 2.5% of Total Assets, at the time of the receipt of such Designated Noncash Consideration (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value).

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, including a Required Asset Sale or a Legacy Loan Portfolio Sale, the Issuers (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds at its option, in any combination of the following:

(1)  to prepay or repay Secured Debt or Indebtedness of any Restricted Subsidiary of the Company that is not a Guarantor, and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; provided, however, that, except in the case of Net Proceeds from a Legacy Loan Portfolio Sale, Net Proceeds, may not be applied to the prepayment or repayment of Non-Recourse Indebtedness, Indebtedness under Existing Facilities or Permitted Funding Indebtedness,

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other than Non-Recourse Indebtedness, Indebtedness under Existing Facilities or Permitted Funding Indebtedness secured by a Lien on the asset or assets that were subject to such Asset Sale;

(2)	to prepay or repay Pari Passu Debt permitted to be incurred pursuant to the Indenture to the extent required by the terms thereof, and, in the case of Pari Passu Debt under revolving credit facilities or other similar Indebtedness, to correspondingly reduce commitments with respect thereto;
(3)	to make one or more offers to the holders of the notes (and, at the option of the Company, the holders of Pari Passu Debt) to purchase notes (and such other Pari Passu Debt) pursuant to and subject to the conditions applicable to Asset Sale Offers described below;
(4)	to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company; or
(5)	to acquire other assets (including, without limitation, MSRs and Securitization Assets) that are used or useful in a Permitted Business.

Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings and/or borrowings under Permitted Funding Indebtedness or otherwise invest the Net Proceeds in any manner that is not prohibited by the Indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this covenant will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, within thirty days thereof, the Issuers will make an Asset Sale Offer to all holders of notes and all holders of Pari Passu Debt containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of notes and such Pari Passu Debt that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100.0% of the principal amount (or, in the case of any other Pari Passu Debt offered at a significant original issue discount, 100.0% of the accreted value thereof, if permitted by the relevant indenture or other agreement governing such Pari Passu Debt) plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of notes and Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the notes and such Pari Passu Debt to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture by virtue of such compliance.

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Certain Covenants

Covenant Suspension

During any period of time that the notes are rated Investment Grade and no Default or Event of Default has occurred and is then continuing, the Company and its Restricted Subsidiaries will not be subject to the following covenants:

•  “Repurchase at the Option of Holders—Asset Sales;”

•  “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock;”

•  “—Certain Covenants—Limitation on Restricted Payments;”

•  “—Certain Covenants—Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries;”

•  clause (2) of the covenant described under “—Certain Covenants—Merger, Consolidation and Sale of Assets;”

•  “—Certain Covenants—Limitation on Transactions with Affiliates;”

•  “—Certain Covenants—Limitation on Guarantees by Restricted Subsidiaries;” and

•  “—Certain Covenants—Conduct of Business”

(collectively, the “Suspended Covenants”). In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence and, subsequently, one or both of the Rating Agencies, as applicable, withdraws its ratings or downgrades the ratings assigned to the notes such that the notes are not rated Investment Grade, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, it being understood that no actions taken by (or omissions of) the Company or any of its Restricted Subsidiaries during the suspension period shall constitute a Default or an Event of Default under the Suspended Covenants. Furthermore, after the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments will be made in accordance with the terms of the covenant described below under “—Certain Covenants—Limitation on Restricted Payments” as though such covenant had been in effect during the entire period of time from the Issue Date.

There can be no assurance that the notes will ever achieve or maintain Investment Grade Ratings.

Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock.  The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (including, without limitation, Acquired Indebtedness) and the Company will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock, in each case other than Permitted Indebtedness.

Notwithstanding the foregoing, if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company or any of its Restricted Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness), and the Company’s Restricted Subsidiaries may issue Preferred Stock, in each case if on the date of the incurrence of such Indebtedness or Preferred Stock, after giving effect to the incurrence thereof and the use of proceeds thereof:

1.	the Corporate Indebtedness to Tangible Net Worth Ratio of the Company is less than 1.1 to 1.0; and
2.	the Consolidated Leverage Ratio of the Company is less than 4.5 to 1.0.

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In connection with any incurrence of Indebtedness pursuant to the second paragraph of this covenant incurred prior to the consummation of the exchange offer contemplated by the Registration Rights Agreement, the Issuers are required to provide an officers’ certificate to the Trustee on or prior to the incurrence of such Indebtedness showing in reasonable detail the calculation of the Corporate Indebtedness to Tangible Net Worth Ratio and the Consolidated Leverage Ratio of the Company and the Company shall use its commercially reasonable efforts to deliver to the Trustee, together with such certificate, a covenant compliance certificate from the Company’s independent auditors attesting to the accuracy of such calculations.

Limitation on Restricted Payments.  The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly:

1.	declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Company) on or in respect of shares of the Company’s Capital Stock to holders of such Capital Stock;
2.	purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock (other than in exchange for Qualified Capital Stock of the Company);
3.	make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness (other than Indebtedness owed by the Company or any Restricted Subsidiary of the Company to another Restricted Subsidiary of the Company or the Company) of the Company or any Restricted Subsidiary that is subordinate or junior in right of payment to the notes; or
4.	make any Restricted Investment

if at the time of such action (each such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as, a “Restricted Payment”) or immediately after giving effect thereto,

(i)	a Default or an Event of Default shall have occurred and be continuing; or
(ii)	immediately after giving effect thereto on a pro forma basis, the Company is not able to incur at least $1.00 of additional Indebtedness pursuant to the second paragraph of the covenant described above under the caption “—Limitation on the Incurrence of Indebtedness and Issuance of Preferred Stock;” or
(iii)	the aggregate amount of Restricted Payments (including such proposed Restricted Payment) made subsequent to the Issue Date (the amount expended for such purposes, if other than in cash, being the Fair Market Value of such property) shall exceed the sum of:

(a)

50.0% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the fiscal quarter in which the Issue Date occurs to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100.0% of such deficit); plus

(b)

100.0% of the aggregate net cash proceeds and the Fair Market Value of marketable securities or other property received by the Company from any Person since the Issue Date including:

(i)  any contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Capital Stock and Excluded Contributions);

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(ii)  the issuance or sale of convertible or exchangeable Disqualified Capital Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Capital Stock or debt securities) sold to a Subsidiary of the Company); plus

(c)	to the extent that any Restricted Investment that was made after the Issue Date is sold for cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment; plus
(d)	to the extent that any Unrestricted Subsidiary of the Company is designated as a Restricted Subsidiary of the Company after the Issue Date, the Fair Market Value of the Company’s Investment in such Subsidiary as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the Issue Date.

The foregoing provisions will not prohibit:

1.	the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of such dividend or notice of such redemption if the dividend or payment of the redemption price, as the case may be, would have been permitted on the date of declaration or notice under the Indenture;
2.	the making of any Restricted Payment, either (i) solely in exchange for shares of Qualified Capital Stock of the Company, (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of shares of Qualified Capital Stock of the Company or (iii) through the application of a substantially concurrent cash capital contribution received by the Company from its shareholders (which capital contribution (to the extent so used) shall be excluded from the calculation of amounts under clause (iii)(b) of the immediately preceding paragraph);
3.	the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Company or any Restricted Subsidiary (including the acquisition of any shares of Disqualified Capital Stock of the Company) that is unsecured or contractually subordinated to the notes or to any Note Guarantee by exchange for, or out of the net cash proceeds from a substantially concurrent incurrence of Refinancing Indebtedness; provided, however, that such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value shall be excluded in the calculation of the amount of Restricted Payments;
4.	so long as no Default or Event of Default shall have occurred and be continuing, the repurchase, retirement or other acquisition or retirement for value by the Company of Common Stock (or options, warrants or other rights to acquire Common Stock) of the Company (or payments to any direct or indirect parent company of the Company to permit distributions to repurchase common equity (or options, warrants or other rights to acquire common equity) thereof) of such direct or indirect parent company) from any future, current or former officer, director, manager or employee (or any spouses, successors, executors, administrators, heirs or legatees of any of the foregoing) of the Company, any direct or indirect parent company of the Company, or any of its Subsidiaries or their authorized representatives, in an aggregate amount not to exceed $2.5 million in any calendar year plus (i) the aggregate net cash proceeds received by the Company after the Issue Date from the issuance of such Equity Interests to, or the exercise of options to purchase such Equity Interests by, any current or former director, officer or employee of the Company or any Restricted Subsidiary of the Company (provided that the amount of such net cash proceeds received by the Company and utilized pursuant to this clause (4)(i) for any such repurchase, redemption, acquisition or retirement will be excluded from clause

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(iii)(b) of the preceding paragraph) and (ii) the proceeds of “key-man” life insurance policies that are used to make such redemptions or repurchases; provided that amounts available pursuant to this clause (4) to be utilized for Restricted Payments during any twelve-month period may be carried forward and utilized in the next succeeding twelvemonth period and provided, further, that the cancellation of Indebtedness owing to the Company from any future, current or former officer, director, manager or employee (or any spouses, successors, executors, administrators, heirs or legatees of any of the foregoing) of the Company or any of its Restricted Subsidiaries in connection with any repurchase of Capital Stock of such entities (or warrants or options or rights to acquire such Capital Stock) will not be deemed to constitute a Restricted Payment under the Indenture;

5.

(a) the repurchase of Equity Interests deemed to occur upon the exercise of stock options or warrants to the extent such Equity Interests represent a portion of the exercise price of those stock options or warrants and (b) repurchases of Equity Interests or options to purchase Equity Interests deemed to occur in connection with the exercise of stock options to the extent necessary to pay applicable withholding taxes;

6.

the declaration and payment of dividends by the Company to, or the making of loans to, its direct parent company in amounts required for the Company’s direct or indirect parent companies to pay, without duplication as to amounts of:

(a)	franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of the Company and its direct and indirect parent entities (including a corporation organized to hold interests in the Company in connection with the public issuance of shares) plus $250,000 per year;
(b)	federal, state, and local income taxes on a consolidated or combined tax group of which the direct or indirect parent is the common parent, to the extent such income taxes are attributable to the income of the Company and its Restricted Subsidiaries and not directly payable by the Company or its Restricted Subsidiaries and, to the extent of the amount actually received from any of the Company’s Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries of the Company; provided that (i) in determining such taxes, the effect thereon of any net operating loss carryforwards or other carryforwards or tax attributes, such as alternative minimum tax carryforwards, shall be taken into account, (ii) if there is an adjustment in the amount of Taxable Income for any periods, an appropriate positive or negative adjustment shall be made to the amount of distributions or loans permitted pursuant to this Section 6(b), and if the adjustment is negative, then the permitted distribution on loan for succeeding periods shall be reduced (without duplication of reductions due to clause 6(b)(i) hereof) to take into account such negative amount until such negative amount is reduced to zero, (iii) any distribution or loan in respect of such taxes other than amounts relating to estimated payments shall be computed by a nationally recognized accounting firm and (iv) in no event will such dividends and loans exceed the amounts that the Company and its Restricted and/or Unrestricted Subsidiaries (as applicable) would have paid a stand-alone group;
(c)	so long as the Company is treated for income tax purposes as a disregarded entity or a partnership, distributions to equity holders or partners of the Company in an amount not to exceed the Tax Amount for such period; provided that a distribution of the Tax Amount shall be made no earlier than 10 days prior to the due date of the tax payable by equityholders or partners of the Company to which such Tax Amount relates;
(d)	customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent of the Company to the extent such salaries, bonuses and other

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benefits are attributable to the ownership or operations of the Company and its Restricted Subsidiaries; and

(e)  general corporate overhead expenses of any direct or indirect parent company of the Company to the extent such expenses are attributable to the ownership or operation of the Company and its Restricted Subsidiaries;

7.	so long as no Default or Event of Default shall have occurred and be continuing, the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Capital Stock of the Company or any Restricted Subsidiary of the Company issued on or after the Issue Date in accordance with the second paragraph of the covenant described above under the caption “—Limitation on the Incurrence of Indebtedness and Issuance of Preferred Stock”;
8.	the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis;
9.	any repricing or issuance of employee stock options or the adoption of bonus arrangements, in each case in connection with the issuance of the notes, and payments pursuant to such arrangements;
10.	Restricted Payments that are made with Excluded Contributions;
11.	Restricted Payments made with Net Cash Proceeds from Asset Sales remaining after application thereof as required by the “Asset Sale” provisions of the Indenture (including after the making by the Issuers of any Asset Sale Offer required to be made by the Issuers pursuant to such covenant and the purchase of all notes tendered therein);
12.	upon occurrence of a Change of Control and within 60 days after the completion of the Change of Control Offer pursuant to the “Change of Control” provisions of the Indenture (including the purchase of all notes tendered), any purchase or redemption of Obligations of the Company that are subordinate or junior in right of payment to the notes required pursuant to the terms thereof as a result of such Change of Control at a purchase or redemption price not to exceed 101.0% of the outstanding principal amount thereof, plus accrued and unpaid interest thereon, if any; provided, however, that (A) at the time of such purchase or redemption, no Default or Event of Default shall have occurred and be continuing (or would result therefrom) and (B) such purchase or redemption is not made, directly or indirectly, from the proceeds of (or made in anticipation of) any issuance of Indebtedness by the Company or any Restricted Subsidiary of the Company; and
13.	Restricted Payments in an amount not to exceed $17.5 million.

In determining the aggregate amount of Restricted Payments made subsequent to the Issue Date in accordance with clause (iii) above, amounts expended pursuant to clauses (1), (4), (7) and (13) shall be included in such calculation.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.  The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to:

1.	pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any of its Restricted Subsidiaries;
2.	make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any Restricted Subsidiary of the Company; or

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3.  transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except, with respect to clauses (1), (2) and (3), for such encumbrances or restrictions existing under or by reason of:

(a)	applicable law, rule, regulation or order;
(b)	the Indenture and the notes;
(c)	customary non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Company;
(d)	any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;
(e)	the Existing Facilities as each exists on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that any restrictions imposed pursuant to any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary and customary with respect to facilities similar to the Existing Facilities (under the relevant circumstances) and will not materially affect the Company’s ability to make anticipated principal and interest payments on the notes (as determined in good faith by the Board of Directors of the Company);
(f)	agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date;
(g)	restrictions on the transfer of assets (other than cash) held in a Restricted Subsidiary of the Company imposed under any agreement governing Indebtedness incurred in accordance with the Indenture;
(h)	provisions in agreements evidencing Permitted Funding Indebtedness that impose restrictions on the collateral securing such Indebtedness;
(i)	restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Lien;
(j)	restrictions imposed by any agreement to sell assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale;
(k)	any agreement or instrument governing Capital Stock of any Person that is acquired;
(l)	the requirements of any Securitization, Warehouse Facility or MSR Facility that are exclusively applicable to any Securitization Entity, Warehouse Facility Trust, MSR Facility Trust or special purpose Subsidiary of the Company formed in connection therewith;
(m)	customary provisions in joint venture and other similar agreements relating solely to such joint venture;
(n)	customary provisions in leases, licenses and other agreements entered into in the ordinary course of business;
(o)	restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(p)	other Indebtedness, Disqualified Capital Stock or Preferred Stock of Foreign Subsidiaries of the Company permitted to be incurred subsequent to the Issue Date pursuant to the provisions of the covenant described under “—Limitation on the Incurrence of Indebtedness and Issuance of Preferred Stock” that impose restrictions solely on the Foreign Subsidiaries party thereto; provided that the restrictions will not materially

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affect the ability of the Issuers to pay the principal, interest and premium and Additional Interest, if any, on the Notes, as determined in good faith by the Company; and

(q)  any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (b) through (d), (f) through (n) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Directors whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions, taken as a whole, than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Liens.  The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any Liens of any kind on the assets of the Company or its Restricted Subsidiaries securing Indebtedness of the Company or its Restricted Subsidiaries unless:

1.	in the case of Liens securing Indebtedness of the Company that is expressly subordinate or junior in right of payment to the notes, the notes are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; and
2.	in all other cases, the notes are equally and ratably secured except for:

(a)	Liens existing as of the Issue Date to the extent and in the manner such Liens are in effect on the Issue Date;
(b)	Liens securing the notes and the Note Guarantees;
(c)	Liens securing Non-Recourse Indebtedness;
(d)	Liens securing Permitted Funding Indebtedness so long as any such Lien shall encumber only (i) the assets acquired or originated with the proceeds of such Indebtedness, assets that consist of Servicing Advances, MSRs, loans, mortgage related securities and other mortgage related receivables, REO Assets, Residual Assets and other similar assets subject to and pledged to secure such Indebtedness and (ii) any intangible contract rights and proceeds of, and other, related documents, records and assets directly related to the assets set forth in clause (i);
(e)	Liens securing Refinancing Indebtedness that is incurred to Refinance any Indebtedness that has been secured by a Lien permitted under the Indenture and that has been incurred in accordance with the provisions of the Indenture; provided, however, that such Liens: (i) are no less favorable to the Holders than the Liens in respect of the Indebtedness being Refinanced; and (ii) do not extend to or cover any property or assets of the Company or its Restricted Subsidiaries not securing the Indebtedness so Refinanced (or property of the same type and value); and
(f)	Permitted Liens.

Notwithstanding the foregoing, the Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any Liens on any MSR Assets or on the Capital Stock of any MSR Subsidiaries owned by the Company or its Restricted Subsidiaries securing Indebtedness of the Company or its Restricted Subsidiaries (other than (x) Liens on MSR Assets owned on the Issue Date securing Indebtedness at any one time outstanding not to exceed $25.0 million or (y) Liens pursuant to clauses (1), (5), (6) (provided such

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Liens are in existence at the time such assets or property is acquired and were not incurred in contemplation thereof), (14), (19) and (34) of the definition of Permitted Liens) unless all payments due under the Indenture and the notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien.

Limitation on Sale and Leaseback Transactions.  The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company and any Restricted Subsidiary of the Company may enter into a sale and leaseback transaction if:

(1)	the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to the covenant described above under the caption “—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock” and (b) incurred a Lien to secure such Indebtedness pursuant to the covenant described above under the caption “—Limitation on Liens;”
(2)	the consideration of that sale and leaseback transaction is at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction; and
(3)	the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales.”

Merger, Consolidation and Sale of Assets.  (A) Neither Issuer, in a single transaction or series of related transactions, may consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all such Issuer’s assets, to any Person and (B) the Company will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company’s assets (determined on a consolidated basis for the Company and the Company’s Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless:

(1)  either:

(a)

the Company, or such Issuer, as the case may be, shall be the surviving or continuing entity; or

(b)

the Person (if other than the Company or such Issuer, as the case may be) formed by such consolidation or into which the Company or such Issuer, as the case may be, is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company or such Issuer, as the case may be, and of the Company’s Subsidiaries substantially as an entirety (the “Surviving Entity”):

(i)

shall be a Person organized and validly existing under the laws of the United States or any State thereof or the District of Columbia; provided that in the case where the Surviving Entity is not a corporation, a co-obligor of the notes is a corporation; and

(ii)

shall expressly assume, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the notes and the performance of every covenant of the notes, the Indenture and the Registration Rights Agreement on the part of the Company or such Issuer, as the case may be, to be performed or observed;

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(2)	immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(ii) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company, such Issuer, or such Surviving Entity, as the case may be, shall either (x) be able to incur at least $1.00 of additional Indebtedness pursuant to the second paragraph of the covenant described above under the caption “—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock” or (y) have a pro forma Consolidated Leverage Ratio and a pro forma Corporate Indebtedness to Tangible Net Worth Ratio that would not be more than the actual Consolidated Leverage Ratio and Corporate Indebtedness to Tangible Net Worth Ratio of the Company, as applicable, immediately prior to such transaction;
(3)	immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(ii) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred or be continuing; and
(4)	the Company, such Issuer or the Surviving Entity shall have delivered to the Trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of the Indenture and that all conditions precedent in the Indenture relating to such transaction have been satisfied.

For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

The Indenture provides that upon any consolidation, combination or merger or any transfer of all or substantially all of the assets of the Company or such Issuer, as the case may be, in accordance with the foregoing, in which the Company or such Issuer, as the case may be, is not the continuing entity, the successor Person formed by such consolidation or into which the Company or such Issuer, as the case may be, is merged or to which such conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Issuer, as the case may be, under the Indenture and the notes with the same effect as if such surviving entity had been named as such.

This “Merger, Consolidation and Sale of Assets” covenant will not apply to:

(1)	a merger of the Company or such Issuer, as the case may be, with an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction or converting the Company into a corporation;
(2)	any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Restricted Subsidiaries; or
(3)	any Required Asset Sale or Legacy Loan Portfolio Sale that complies with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales.”

Limitation on Transactions with Affiliates.  The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each an “Affiliate Transaction”), involving aggregate payment of consideration in excess of $5.0 million other

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than: (1) Affiliate Transactions permitted as described below; and (2) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Subsidiary.

All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $7.5 million shall be approved by the Board of Directors of the Company or such Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions.

The restrictions set forth in the first and second paragraphs of this covenant shall not apply to:

1.	any employment or consulting agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business or approved in good faith by the Board of Directors of the Company and payments pursuant thereto and the issuance of Equity Interests of the Company (other than Disqualified Capital Stock) to directors and employees pursuant to stock option or stock ownership plans;
2.	transactions between or among the Company and any of its Restricted Subsidiaries or between or among such Restricted Subsidiaries;
3.	transactions between the Company or one of its Restricted Subsidiaries and any Person in which the Company or one of its Restricted Subsidiaries has made an Investment in the ordinary course of business and such Person is an Affiliate solely because of such Investment;
4.	transactions between the Company or one of its Restricted Subsidiaries and any Person in which the Company or one of its Restricted Subsidiaries holds an interest as a joint venture partner and such Person is an Affiliate solely because of such interest;
5.	any agreement as in effect as of the Issue Date or any amendment thereto or any transactions or payments contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date (as determined by the Board of Directors of the Company in good faith);
6.	Restricted Payments permitted by the Indenture;
7.	sales of Qualified Capital Stock and capital contributions to the Company from one or more holders of its Capital Stock;
8.	the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders’ agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (8) to the extent that the terms of any such amendment or new agreement, taken as a whole, are not disadvantageous to the Holders of the Notes in any material respect (as determined by the Board of Directors of the Company in good faith);
9.	transactions in which the Company or any Restricted Subsidiary of the Company, as the case may be, receives an opinion from a nationally recognized investment banking, appraisal or accounting firm that such Affiliate Transaction is either fair, from a financial

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standpoint, to the Company or such Restricted Subsidiary or is on terms not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s length basis from a Person that is not an Affiliate of the Company;

10.	(i) the provision of mortgage servicing and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by the Indenture that are fair to the Company and its Restricted Subsidiaries (as determined by the Company in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Company in good faith) and (ii) transactions with customers, clients, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture that are fair to the Company and its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;
11.	payments or loans (or cancellation of loans) to employees of the Company, any of its direct or indirect parent entities or any Restricted Subsidiary of the Company (as determined by the Board of Directors of the Company in good faith);
12.	Guarantees by the Sponsor or any direct and indirect parent of the Company for Obligations of the Company and its Restricted Subsidiaries; and
13.	investments by the Sponsor in securities of the Company or any Restricted Subsidiary of the Company so long as the investment is being offered generally to other investors on the same or more favorable terms or the securities are acquired in market transactions.

Limitation on Guarantees by Restricted Subsidiaries.  The Company will not permit any Domestic Restricted Subsidiary, other than (i) an Excluded Restricted Subsidiary or (ii) an MSR Facility Trust, a Securitization Entity or a Warehouse Facility Trust, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company of the type described in clauses (1) and (2) of the definition of “Indebtedness” (other than Permitted Funding Indebtedness to the extent such Domestic Restricted Subsidiary is a guarantor thereunder), unless, in any such case:

1.

such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to the Indenture, providing a guarantee (“Guarantee”) of payment of the notes by such Subsidiary; and

2.

if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to the notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinated Indebtedness shall be subordinated to the Guarantee pursuant to subordination provisions no less favorable to the Holders of the notes than those contained in the Indenture.

Notwithstanding the foregoing, any such Guarantee by a Restricted Subsidiary of the Company of the notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon:

1.	the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to the preceding paragraph; or
2.	sale or other disposition (by merger or otherwise) to any Person that is not a Restricted Subsidiary of the Company of all of the Company’s Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that: (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of the Indenture;

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and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed.

Designation of Restricted and Unrestricted Subsidiaries.  The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the covenant described above under the caption “—Limitation on Restricted Payments” or under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of a resolution of the Board of Directors of the Company giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption “—Limitation on Restricted Payments.” The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption “—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would occur and be continuing following such designation.

Conduct of Business.  The Company will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole.

Restrictions on Activities of Nationstar Capital Corporation.  Nationstar Capital Corporation may not hold any assets, become liable for any obligations or engage in any business activities; provided that Nationstar Capital Corporation may be a co-obligor of (i) the notes and (ii) any other Indebtedness incurred by the Company pursuant to the covenant described above under ‘‘—Limitation on Incurrence of Incurrence of Indebtedness and Issuance of Preferred Stock,” and in each case may engage in any activities directly related or necessary in connection therewith.

Reports to Holders.  Following consummation of the exchange offer contemplated by the Registration Rights Agreement, whether or not required by the rules and regulations of the SEC, so long as any notes are outstanding, the Company will furnish to the Holders of notes or cause the Trustee to furnish to the Holders of notes within the time periods specified in the SEC’s rules and regulations:

(1)	all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; and
(2)	all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.

The availability of the foregoing materials on the SEC’s EDGAR service (or its successor) shall be deemed to satisfy the Company’s delivery obligation.

All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the

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Company’s consolidated financial statements by the Company’s certified independent accountants, and each Form 10-Q and 10-K will include a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries. In addition, following the consummation of the exchange offer contemplated by the Registration Rights Agreement, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such filing).

Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the consummation of the exchange offer contemplated by the Registration Rights Agreement by (1) the filing with the SEC of the exchange offer registration statement and any amendments thereto, with such financial information that satisfies Regulation S-X under the Securities Act, subject to exceptions consistent with the presentation of financial information in this prospectus, to the extent filed within the time specified above, or (2) by posting on its website or providing to the Trustee within 15 days of the time periods after the Company would have been required to file annual and interim reports with the SEC (which for the first quarterly report required to be posted or provided after the Issue Date shall be 60 days after the end of the applicable fiscal quarter), the financial information (including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial information in this prospectus.

Prior to the consummation of the exchange offer contemplated by the Registration Rights Agreement, the Company will disclose in the financial information posted on its website or provided to the Trustee (1) the amount of the Company’s Consolidated Net Income for the applicable quarter or year, and (2) the amount of the Company’s Consolidated EBITDA for the most-recently ended four full fiscal quarters. After the consummation of the exchange offer contemplated by the Registration Rights Agreement, the Company may disclose such amounts of Consolidated Net Income and Consolidated EBITDA (a) by posting on its website, (b) by delivering to the Trustee, or (c) by furnishing on Form 8-K.

In the event that any direct or indirect parent of the Company becomes a Guarantor of the notes, the Indenture will permit the Company to satisfy its obligations in this covenant with respect to financial information relating to the Company by furnishing financial information relating to such parent; provided that such reporting is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent and any of its Subsidiaries other than Company and its Subsidiaries, on the one hand, and the information related to the Company, the Note Guarantors and the other Subsidiaries of the Company on a standalone basis on the other hand.

If, at any time after consummation of the exchange offer contemplated by the Registration Rights Agreement, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on a website within the time periods that would apply if the Company were required to file those reports with the SEC.

If, at any time, the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then any “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” or other comparable section, shall provide an analysis and discussion of the material differences with respect to the financial condition and results of operations of the Company and its Restricted Subsidiaries as compared to the Company and its Subsidiaries (including such Unrestricted Subsidiaries).

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In addition, the Company agrees that, for so long as any notes remain outstanding, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Notwithstanding anything to the contrary in this Description of New Notes, the Company will not be deemed to have failed to comply with any of its obligations described below under clause (3) of the caption under “—Events of Default” until 30 days after the date on which any report hereunder is due.

Events of Default

The following events are defined in the Indenture as “Events of Default”:

1.	the failure to pay interest, or Additional Interest, if any, on any notes when the same becomes due and payable and the default continues for a period of 30 days;
2.	the failure to pay the principal on any notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase notes tendered pursuant to a Change of Control Offer);
3.	a default in the observance or performance of any other covenant or agreement contained in the Indenture and such default continues for a period of 60 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25.0% of the then outstanding principal amount of all notes issued under the Indenture;
4.	the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness (other than Non-Recourse Indebtedness) of the Company or any Restricted Subsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 20 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final maturity or which has been accelerated, aggregates $25.0 million or more at any time;
5.	one or more judgments in an aggregate amount in excess of $25.0 million shall have been rendered against the Company or any of its Restricted Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable (other than any judgments as to which, and only to the extent, a reputable insurance company has acknowledged coverage of such judgments in writing);
6.	certain events of bankruptcy or insolvency affecting the Company or any of its Significant Subsidiaries; or
7.	the Guarantee of any Significant Subsidiary of the Company shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary of the Company, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of the Indenture or the release of any such Guarantee in accordance with the Indenture.

If an Event of Default (other than an Event of Default specified in clause (6) above with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least 25.0% in principal amount of the then outstanding notes issued under the Indenture may declare the principal of and accrued interest on all the notes issued under the Indenture to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a

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“notice of acceleration,” or the “Acceleration Notice,” and the same shall become immediately due and payable.

If an Event of Default specified in clause (6) above with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the then outstanding notes issued under the Indenture shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

The Indenture provides that, at any time after a declaration of acceleration with respect to the notes as described in the preceding paragraph, the Holders of a majority in principal amount of all notes issued under the Indenture may rescind and cancel such declaration and its consequences:

1.	if the rescission would not conflict with any judgment or decree;
2.	if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;
3.	to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;
4.	if the Company has paid the Trustee (including its agents and counsel) its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and
5.	in the event of the cure or waiver of an Event of Default of the type described in clause (6) of the description above of Events of Default, the Trustee shall have received an officers’ certificate and an opinion of counsel that such Event of Default has been cured or waived.

No such rescission shall affect any subsequent Default or impair any right consequent thereto.

The Holders of a majority in aggregate principal amount of the then outstanding notes issued under the Indenture may waive any existing Default or Event of Default under the Indenture, and its consequences, except a default in the payment of the principal of or interest (including Additional Interest, if any) on any notes.

Holders of the notes may not enforce the Indenture or the notes except as provided in the Indenture and under the TIA. Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee indemnity satisfactory to it. Subject to all provisions of the Indenture and applicable law, the Holders of a majority in principal amount of the then outstanding notes issued under the Indenture have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

Under the Indenture, the Issuers are required to provide an officers’ certificate to the Trustee within five Business Days of any Default or Event of Default (provided that such officers shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and is continuing and, if applicable, describe such Default or Event of Default and the status thereof.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of the Issuers or any Guarantors shall have any liability for any obligation of the Issuers or any Guarantors, respectively, under the notes, the Note Guarantees and the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation; provided that the foregoing shall not limit any Guarantor’s obligations under its Note Guarantee. Each Holder by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. Such waiver may not be

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effective to waive liabilities under the Federal securities laws and it is the view of the SEC that such a waiver is against public policy.

Legal Defeasance and Covenant Defeasance

The Issuers may, at their option and at any time, elect to have their obligations discharged with respect to the notes (“Legal Defeasance”). Such Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire indebtedness represented by the notes, except for:

1.	the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest (including Additional Interest, if any) on the notes when such payments are due;
2.	the Issuers’ obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payments;
3.	the rights, powers, trusts, duties and immunities of the Trustee and the Issuers’ obligations in connection therewith; and
4.	the Legal Defeasance provisions of the Indenture.

In addition, the Issuers may, at their option and at any time, elect to have the obligations of the Issuers released with respect to certain covenants that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including, bankruptcy, receivership, reorganization, rehabilitation and insolvency events) described under “Events of Default” will no longer constitute an Event of Default with respect to the notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

1.

on the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders cash in Dollars, non-callable U.S. government obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest (including Additional Interest, if any) on the notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and any other amounts owing under the Indenture (in the case of an optional redemption date prior to electing to exercise either Legal Defeasance or Covenant Defeasance, the Issuers have delivered to the Trustee an irrevocable notice to redeem all of the outstanding notes on such redemption date);

2.

in the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions:

(a)

the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or

(b)

since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

3.  in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders will not recognize

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income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

4.	no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and the incurrence of Liens associated with any such borrowings));
5.	such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Indenture or any other material agreement or instrument to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound;
6.	the Issuers shall have delivered to the Trustee an officers’ certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers or others; and
7.	the Issuers shall have delivered to the Trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Notwithstanding the foregoing, the opinion of counsel required by clause 2 above with respect to a Legal Defeasance need not be delivered if all notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the notes, as expressly provided for in the Indenture) as to all notes when:

1.  either:

(a)

all the notes theretofore authenticated and delivered (except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or discharged from such trust) have been delivered to the Trustee for cancellation; or

(b)

all notes not theretofore delivered to the Trustee for cancellation have become due and payable, will become due and payable within one year or are to be called for redemption within one year under irrevocable arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in the name and at the expense of the Issuers, and the Issuers have irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on (including Additional Interest, if any) the notes to the date of deposit together with irrevocable instructions from the Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;

2.  the Issuers have paid all other sums payable under the Indenture by the Issuers; and

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3.  the Issuers have delivered to the Trustee an officers’ certificate and an opinion of counsel stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with.

Modification of the Indenture

From time to time, the Issuers and the Trustee, without the consent of the Holders, may amend the Indenture to:

1.	cure any mistakes, ambiguities, defects or inconsistencies;
2.	provide for uncertificated notes in addition to or in place of certificated notes or to alter the provisions of the Indenture relating to the form of the notes (including the related definitions) in a manner that does not materially adversely affect any Holder;
3.	provide for the assumption of the Issuers’ or a Guarantor’s obligations to the Holders of the notes by a successor to the Company or a Guarantor pursuant to the “Merger, Consolidation and Sale of Assets” covenant;
4.	make any change that would provide any additional rights or benefits to the Holders of the notes or that does not materially adversely affect the legal rights under the Indenture of any Holder of the notes or to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuers or any Guarantor;
5.	comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA;
6.	provide for the issuance of notes issued after the Issue Date in accordance with the limitations set forth in this Indenture;
7.	allow any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the notes or to effect the release of any Guarantor from any of its obligations under its Note Guarantee or the Indenture (to the extent permitted by the Indenture);
8.	secure the notes;
9.	provide for the issuance of exchange notes or private exchange notes; or
10.	conform the text of the Indenture, the Guarantees or the notes to any provision of this “Description of the New Notes” to the extent that such provision in this “Description of the New Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Guarantees or the notes.

The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

In formulating its opinion on such matters, the Trustee will be entitled to conclusively rely, and shall be fully protected in acting upon, such evidence as it deems appropriate, including, without limitation, solely on an opinion of counsel. Other modifications and amendments of the Indenture may be made with the consent of the Holders of a majority in principal amount of the then outstanding notes issued under the Indenture, except that, without the consent of each Holder affected thereby, no amendment may:

1.	reduce the amount of notes whose Holders must consent to an amendment;
2.	reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any notes;

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3.	reduce the principal of or change or have the effect of changing the fixed maturity of any notes, or change the date on which any notes may be subject to redemption or reduce the redemption price therefor;
4.	make any notes payable in money other than that stated in the notes;
5.	make any change in provisions of the Indenture protecting the right of each Holder to receive payment of principal of and interest on such note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of notes issued under the Indenture to waive Defaults or Events of Default;
6.	waive a Default or Event of Default in the payment of principal of, or interest or premium, or Additional Interest, if any, on the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from such acceleration);
7.	after the Issuers’ obligation to purchase notes arises thereunder, amend, change or modify in any material respect the obligation of the Issuers to make and consummate a Change of Control Offer in the event of a Change of Control or modify any of the provisions or definitions with respect thereto; or
8.	modify or change any provision of the Indenture or the related definitions affecting the ranking of the notes in a manner which adversely affects the Holders.

Governing Law

The Indenture provides that it and the notes will be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.

The Trustee

The Indenture provides that, except during the occurrence and continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the Indenture. During the existence of an Event of Default, the Trustee will exercise such rights and powers vested in it by the Indenture, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.

The Indenture and the provisions of the TIA contain certain limitations on the rights of the Trustee, should it become a creditor of the Issuers, to obtain payments of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. Subject to the TIA, the Trustee will be permitted to engage in other transactions; provided that if the Trustee acquires any conflicting interest as described in the TIA, it must eliminate such conflict or resign.

Additional Information

Anyone who receives this prospectus may obtain a copy of the Indenture without charge by writing to Nationstar Mortgage LLC, 350 Highland Drive, Lewisville, Texas 75067, Attention: Chief Financial Officer.

Certain Definitions

Set forth below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for the full definition of all such terms, as well as any other terms used herein for which no definition is provided.

“Acquired Indebtedness” means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Subsidiary of the Company or at the time it merges or consolidates

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with the Company or any of its Subsidiaries or assumed in connection with the acquisition of assets from such Person and in each case whether or not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Subsidiary of the Company or such acquisition, merger or consolidation.

“Additional Interest” means the additional interest that may accrue on the notes under the circumstances described under the caption “Exchange Offer; Registration Rights.”

“Affiliate” means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative of the foregoing.

“Asset Acquisition” means: (1) an Investment by the Company or any Restricted Subsidiary of the Company in any other Person pursuant to which such Person shall become a Restricted Subsidiary of the Company or any Restricted Subsidiary of the Company, or shall be merged with or into the Company or any Restricted Subsidiary of the Company; or (2) the acquisition by the Company or any Restricted Subsidiary of the Company of the assets of any Person (other than a Restricted Subsidiary of the Company) other than in the ordinary course of business.

“Asset Sale” means:

(1)

the sale, lease (other than operating leases entered in the ordinary course of business), conveyance or other disposition of any assets or rights; provided that the sale, lease (other than operating leases entered in the ordinary course of business), conveyance or other disposition of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole, other than any Required Asset Sale or a Legacy Loan Portfolio Sale, will be governed by the provisions of the Indenture described above under the caption “—Repurchase at the Option of Holders—Change of Control” and/or the provisions described above under the caption “—Certain Covenants—Merger, Consolidation and Sale of Assets” and not by the provisions of the Asset Sale covenant; and

(2)

the issuance or sale of Equity Interests in any of the Company’s Restricted Subsidiaries.

Notwithstanding the foregoing, none of the following items will be deemed to be an Asset Sale:

(1)	any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $5.0 million;
(2)	a transfer of assets between or among the Company and any Restricted Subsidiary of the Company;
(3)	an issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to another Restricted Subsidiary of the Company;
(4)	the sale of advances, loans, customer receivables, mortgage related securities or other assets in the ordinary course of business, the sale of accounts receivable or other assets that by their terms convert into cash in the ordinary course of business and any sale of MSRs in connection with the origination of the associated mortgage loan in the ordinary course of business;
(5)	the sale or other disposition of cash or Cash Equivalents or Investment Grade Securities;
(6)	disposition of Investments or other assets and disposition or compromise of receivables, in each case, in connection with the workout, compromise, settlement or collection thereof or exercise of remedies with respect thereto, in the ordinary course of business or in bankruptcy, foreclosure or similar proceedings, including foreclosure, repossession and

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disposition of REO Assets and other collateral for loans serviced and/or originated by the Company or any of its Subsidiaries;

(7)	the modification of any loans owned or serviced by the Company or any of its Restricted Subsidiaries in the ordinary course of business;
(8)	a Restricted Payment that does not violate the covenant described above under the caption “—Certain Covenants—Limitation on Restricted Payments” or a Permitted Investment;
(9)	disposals or replacements of damaged, worn out or obsolete equipment or other assets no longer used or useful in the business of the Company and its Restricted Subsidiaries, in each case the ordinary course of business;
(10)	assets sold pursuant to the terms of Permitted Funding Indebtedness;
(11)	a sale (in one or more transactions) of Securitization Assets or Residual Interests in the ordinary course of business;
(12)	sales, transfers or contributions of Securitization Assets to Securitization Entities, Warehouse Facility Trusts and MSR Facility Trusts in connection with Securitizations in the ordinary course of business;
(13)	a sale or other disposition of Equity Interests of an Unrestricted Subsidiary;
(14)	the creation of a Lien (but not the sale or other disposition of the property subject to such Lien) permitted by the covenant described above under the caption “—Certain Covenants—Limitation on Liens;” and
(15)	transactions pursuant to repurchase agreements entered into in the ordinary course of business.

“Asset Sale Offer” has the meaning assigned to that term in the Indenture.

“Attributable Debt” in respect of a sale and leaseback transaction means, as of the time of determination, the present value (discounted at the interest rate per annum implicit in the lease involved in such sale and leaseback transaction, as determined in good faith by the Company) of the obligation of the lessee thereunder for rental payments (excluding, however, any amounts required to be paid by such lessee, whether or not designated as rent or additional rent, on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges or any amounts required to be paid by such lessee thereunder contingent upon the amount of sales or similar contingent amounts) during the remaining term of such lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended); provided, however, that if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of Capital Lease Obligation. In the case of any lease which is terminable by the lessee upon the payment of a penalty, such rental payments shall also include the amount of such penalty, but no rental payments shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated.

“Board of Directors” means, as to any Person, the Board of Directors, or similar governing body, of such Person or any duly authorized committee thereof.

“Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means each day that is not a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York or the place of payment.

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“Capital Stock” means:

1.	with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person; or
2.	with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests (whether general or limited) of such Person.

“Capitalized Lease Obligation” means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

“Cash Equivalents” means:

1.	Dollars;
2.	in the case of any Foreign Subsidiary of the Company that is a Restricted Subsidiary of the Company, such local currencies held by such Foreign Subsidiary of the Company from time to time in the ordinary course of business;
3.	securities or any evidence of indebtedness issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities or such evidence of indebtedness);
4.	marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the three highest ratings obtainable from either S&P or Moody’s;
5.	certificates of deposit with maturities of twelve months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding twelve months and overnight bank deposits with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;
6.	repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (3) and (5) above entered into with any financial institution meeting the qualifications specified in clause (5) above;
7.	commercial paper having one of the two highest ratings obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services and in each case maturing within twelve months after the date of acquisition; and
8.	money market funds at least 90.0% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (7) of this definition.

In the case of Investments by any Foreign Subsidiary of the Company that is a Restricted Subsidiary of the Company, Cash Equivalents shall also include (a) investments of the type and maturity described in clauses (1) through (8) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (b) local currencies and other short-term investments utilized by foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (1) through (8) and in this paragraph.

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“Change of Control” means the occurrence of any of the following:

1.

the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, other than any Required Asset Sales or Legacy Loan Portfolio Sale, to any Person other than a Permitted Holder; or

2.

the Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than one or more Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50.0% or more of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent companies; provided that for purposes of calculating the “beneficial ownership” of any group, any Voting Stock of which any Permitted Holder is the “beneficial owner” shall not be included in determining the amount of Voting Stock “beneficially owned” by such group.

“Co-Issuer” means Nationstar Capital Corporation, a Delaware corporation.

“Common Stock” of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person’s common stock, whether outstanding on the Issue Date or issued after the Issue Date, and includes, without limitation, all series and classes of such common stock.

“Consolidated EBITDA” means, with respect to any Person, for any period, the sum (without duplication) of:

1.	Consolidated Net Income; and
2.	to the extent Consolidated Net Income has been reduced thereby:

(a)	Consolidated Taxes;
(b)	Consolidated Interest Expense (excluding Consolidated Interest Expense on Indebtedness incurred under clauses (2), (5), (6), (10), (11), (12), (15) and (27) of the definition of Permitted Indebtedness);
(c)	depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (including charges related to the writeoff of goodwill or intangibles as a result of impairment, but excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period), all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in accordance with GAAP;
(d)	(1) customary fees and expenses of the Company and its Restricted Subsidiaries payable in connection with (i) the issuance of the notes and (ii) the initial public offering of the Company’s Common Stock or the Common Stock of any of its direct or indirect parent companies after the Issue Date, (2) costs associated with exit and disposal activities incurred in connection with a restructuring as defined in ASC 420-10 (provided that such charges relating to the Company’s restructuring program initiated in 2007 (as described in this prospectus) may not exceed $2.5 million in the aggregate

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in any Four Quarter Period) and (3) any amortization or write-off of debt issuance costs for Indebtedness incurred prior to the Issue Date;

(e)	any amortization or write-off of debt issuance costs payable in connection with Corporate Indebtedness incurred concurrent with and after the Issue Date;
(f)	recovery of other-than-temporary loss on available-for-sale securities recognized through members’ (or shareholders’) equity;
(g)	all other unusual or non-recurring items of loss or expense as approved by the Board of Directors of the Company acting reasonably and in good faith; and
(h)	the amount of any expense related to minority interests; and, 3 decreased by (without duplication):

(a)	non-cash gains pursuant to clause (2) above increasing Consolidated Net Income of such Person for such period, excluding any gains that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period (other than such cash charges that have been added back to Consolidated Net Income in calculating Consolidated EBITDA in accordance with this definition);
(b)	all other unusual or non-recurring gains or revenue as approved by the Board of Directors of the Company acting reasonably and in good faith;
(c)	all interest income to the extent a matching interest expense has been added back to clause (2) above; and
(d)	fair market value of MSRs capitalized by the Company and its Restricted Subsidiaries;

all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum of, without duplication:

1.	the aggregate of the interest expense on Indebtedness of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, including without limitation: (a) any amortization of debt discount; (b) the net costs under Permitted Hedging Transactions; (c) all capitalized interest; and (d) the interest portion of any deferred payment obligation;
2.	to the extent not already included in clause (1), the interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP;
3.	the imputed interest with respect to Attributable Debt created after the Issue Date; and
4.	the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Capital of such Person or preferred stock of any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Capital Stock) or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP.

“Consolidated Leverage Ratio” means, with respect to any Person, as of any date, the ratio of (i) Corporate Indebtedness to (ii) the Consolidated EBITDA of such Person for the most recently ended

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four full fiscal quarters (the “Four Quarter Period”) for which internal financial statements are available ending prior to the date of the transaction giving rise to the need to calculate the Consolidated Leverage Ratio (the “Transaction Date”).

In addition to and without limitation of the foregoing, for purposes of this definition, “Corporate Indebtedness” and “Consolidated EBITDA” shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

1.

the incurrence or repayment of any Indebtedness of such Person or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness (and the application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to working capital facilities, occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period; and

2.

any asset sales or other dispositions or any asset originations, asset purchases, Investments and Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Indebtedness that is Acquired Indebtedness and also including any Consolidated EBITDA (including any pro forma expense and cost reductions) attributable to the assets which are originated or purchased, the Investments that are made and the assets that are the subject of the Asset Acquisition or asset sale or other disposition during the Four Quarter Period) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such asset sale or other disposition or asset origination, asset purchase, Investment or Asset Acquisition (including the incurrence, assumption or liability for any such Acquired Indebtedness) occurred on the first day of the Four Quarter Period. If such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such guaranteed Indebtedness.

The pro forma calculations shall be made by a responsible accounting officer of the Company in good faith based on the information reasonably available to it at the time of such calculation. The foregoing calculations, pursuant to the transactions listed above in clauses (1) and (2), shall be required to comply with the requirements for pro forma financial statements in accordance with Regulation S-X promulgated under the Securities Act or any other regulation or policy of the SEC related thereto.

“Consolidated Net Income” means, with respect to any Person, for any period, the aggregate net income (or loss) of such Person and its Restricted Subsidiaries before the payment of dividends on Preferred Stock for such period on a consolidated basis, determined in accordance with GAAP; provided that there shall be excluded therefrom:

1.	after-tax gains and losses from asset sales or abandonments or reserves relating thereto;
2.	after-tax items classified as extraordinary gains or losses and direct impairment charges or the reversal of such charges on the Person’s assets;
3.	the net income (but not loss) of any Restricted Subsidiary of the referent Person to the extent that the declaration of dividends or similar distributions by that Subsidiary of that income is restricted by a contract, operation of law or otherwise, except for such restrictions permitted by clauses (g) and (h) of the “Limitation on Dividend and Other

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Payment Restrictions Affecting Restricted Subsidiaries” covenant, whether such permitted restrictions exist on the Issue Date or are created thereafter, except to the extent (in the case of net income) of cash dividends or distributions paid to the referent Person, or to a Wholly Owned Restricted Subsidiary of the referent Person (other than a Restricted Subsidiary also subject to such restrictions), by such other Person;

4.  the net income or loss of any other Person, other than a Restricted Subsidiary of the referent Person, except:

(a)	to the extent (in the case of net income) of cash dividends or distributions paid to the referent Person, or to a Wholly Owned Restricted Subsidiary of the referent Person (other than a Restricted Subsidiary described in clause (3) above), by such other Person; or
(b)	that the referent Person’s share of any net income or loss of such other Person under the equity method of accounting for Affiliates shall not be excluded;

5.	any restoration to income of any contingency reserve of an extraordinary, nonrecurring or unusual nature, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time following the Issue Date;
6.	income or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period whether or not such operations were classified as discontinued);
7.	in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Person’s assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets;
8.	any valuation allowance for mortgage loans held-for-investment and/or any change in fair value of mortgage loans held for sale and corresponding debt in relation to securitized loans in accordance with GAAP that require no additional capital or equity contributions to the Company;
9.	change in fair value of MSRs or the amortization of MSRs pursuant to such Person’s accounting policy; and
10.	an amount equal to all distributions during such period pursuant to clause (6)(c) of the second paragraph of the covenant described above under the caption “—Limitation on Restricted Payments.”

“Consolidated Tangible Net Worth” means, with respect to any Person, the excess of such Person’s total assets over its total liabilities determined on a consolidated basis in accordance with GAAP, excluding (1) goodwill, (2) other intangibles and (3) cumulative impact from Issue Date of any valuation allowance for mortgage loans held-for-investment and/or any change in fair value of mortgage loans held for sale and corresponding debt in relation to securitized loans in accordance with GAAP that require no additional capital or equity contributions to the Company, in each case as of the end of the last completed fiscal quarter ending on or prior to the date of the transaction giving rise to the need to calculate Consolidated Tangible Net Worth.

“Consolidated Taxes” means, with respect to any Person for any period, (1) all income taxes and foreign withholding taxes and taxes based on capital and commercial activity (or similar taxes) of such Person and its Restricted Subsidiaries paid or accrued in accordance with GAAP for such period and (2) all distributions pursuant to clause (6)(c) of the second paragraph of the covenant described above under the caption “—Limitation on Restricted Payments.”

“Corporate Indebtedness” means, with respect to any Person, the aggregate consolidated amount of Indebtedness of such Person and its Restricted Subsidiaries then outstanding that would be shown on a consolidated balance sheet of such Person and its Restricted Subsidiaries (excluding, for

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the purpose of this definition, Indebtedness incurred under clauses (2), (5), (6), (10), (11), (12), (15) and (27) of the definition of Permitted Indebtedness).

“Corporate Indebtedness to Tangible Net Worth Ratio” means, with respect to any Person, as of any date, the ratio of (i) the aggregate amount of Corporate Indebtedness outstanding as of such date to (ii) the Consolidated Tangible Net Worth, with such pro forma adjustments for transactions consummated on or prior to or simultaneously with the date of the calculation as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Consolidated Leverage Ratio.

“Credit Enhancement Agreements” means, collectively, any documents, instruments, guarantees or agreements entered into by the Company, any of its Restricted Subsidiaries, or any Securitization Entity for the purpose of providing credit support (that is reasonably customary as determined by Company senior management) with respect to any Permitted Funding Indebtedness or Permitted Securitization Indebtedness.

“Currency Agreement” means, with respect to any specified Person, any foreign exchange contract, currency swap agreement, futures contracts, options on futures contracts or other similar agreement or arrangement designed to protect such Person or any its Restricted Subsidiary against fluctuations in currency values.

“Default” means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

“Designated Noncash Consideration” means the Fair Market Value of any noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is designated as Designated Noncash Consideration pursuant to an officers’ certificate executed by the principal financial officer of the Company or such Restricted Subsidiary at the time of such Asset Sale less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Noncash Consideration.

“Disqualified Capital Stock” means that portion of any Capital Stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control) on or prior to the final maturity date of the notes.

“Dollar” or “$” means the lawful money of the United States of America.

“Domestic Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person other than a Foreign Subsidiary.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

“Excluded Contributions” means net cash proceeds or marketable securities received by the Company from contributions to its common equity capital designated as Excluded Contributions pursuant to an officers’ certificate on the date such capital contributions are made.

“Excluded Restricted Subsidiary” means any newly acquired or created Subsidiary of the Company that is designated as a Restricted Subsidiary but prohibited, in the reasonable judgment of the Company, from guaranteeing the notes by any applicable law, regulation or contractual restriction existing at the time such Subsidiary becomes a Restricted Subsidiary and which, in the case of any such contractual restriction, in the good faith opinion of the management of the Company, cannot be

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removed through commercially reasonable efforts. As of the Issue Date, there are no Excluded Restricted Subsidiaries.

“Existing Facilities” means, collectively, the Existing Servicing Advance Facilities, the Existing Warehouse Facilities and the Existing MSR Facilities.

“Existing MSR Facilities” means the MSR Notes together with the related documents thereto (including, without limitation, any security documents), in each case as such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement extending the maturity of, increasing the interest rate or fees applicable thereto, refinancing, replacing or otherwise restructuring (including adding Subsidiaries of the Company as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.

“Existing Servicing Advance Facilities” means: (1) the $375.0 million Agreement with respect to MBS Loan Buyout Financing Option and the Further Amended and Restated Servicer Advance Early Reimbursement Mechanics Addendum, dated as of January 13, 2010, by and among the Company and the lender identified therein, (2) the $350.0 million Third Amended and Restated Note Purchase Agreement, dated as of December 29, 2009, by and among the Company and the noteholders identified therein and (3) the MSR Notes, in each case, together with the related documents thereto (including, without limitation, any security documents), in each case as such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement extending the maturity of, increasing the interest rate or fees applicable thereto, refinancing, replacing or otherwise restructuring (including adding Subsidiaries of the Company as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.

“Existing Warehouse Facilities” mean: (1) the $300.0 million Master Repurchase Agreement, dated as of January 27, 2010, by and among the Company and the lender identified therein, (2) the $50.0 million Master Repurchase Agreement, dated as of October 7, 2009, by and among the Company and the lender identified therein, (3) the $50.0 million Master Repurchase Agreement, dated as February 24, 2010, by and among the Company and the lender identified therein and (4) the $50.0 million As Soon As Pooled Plus Agreements, by and among the Company and the lender identified therein; in each case, together with the related documents thereto (including, without limitation, any security documents), in each case as such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement extending the maturity of, increasing the interest rate or fees applicable thereto, refinancing, replacing or otherwise restructuring (including adding Subsidiaries of the Company as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.

“Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair market value shall be determined by the senior management of the Company or any Restricted Subsidiary of the Company, as applicable, when the fair market value of any asset other than cash is estimated in good faith to be below $5.0 million, and by the Board of Directors of the Company acting reasonably and in good faith and, if the fair market value exceeds $10.0 million, shall be evidenced by a Board Resolution of the Board of Directors of the Company delivered to the Trustee.

“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof or the District of Columbia.

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“Foreign Subsidiary Total Assets” means the total assets of the Foreign Subsidiaries of the Company, as determined in accordance with GAAP in good faith by the Company without intercompany eliminations.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Financial Accounting Standards Board Accounting Standards Codification or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, which are in effect as of December 31, 2009.

“Guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“Guarantor” means each of:

(1)

Nationstar Equity Corporation, Centex Land Vista Ridge Lewisville III General Partner, LLC, Centex Land Vista Ridge Lewisville III, L.P., Nationstar Industrial Loan Company, Nationstar Industrial Loan Corporation, Harwood Insurance Services, LLC, Harwood Service Company of Georgia, LLC, Harwood Service Company of New Jersey, LLC, Harwood Service Company LLC, Homeselect Settlement Solutions, LLC, Nationstar 2009 Equity Corporation; and

(2)

any other Subsidiary of the Company that executes a Note Guarantee in accordance with the provisions of the Indenture,

and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of the Indenture; provided that any Excluded Restricted Subsidiary, any Securitization Entities, any Warehouse Facility Trusts and any MSR Facility Trusts shall not be deemed to be Guarantors.

“Holder” means the Person in whose name the note is registered on the registrar’s book.

“Indebtedness” means with respect to any Person, without duplication:

1.	all Obligations of such Person for borrowed money;
2.	all Obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;
3.	all Capitalized Lease Obligations of such Person;
4.	all Obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all Obligations under any title retention agreement (but excluding trade accounts payable and other accrued liabilities arising in the ordinary course of business that are not overdue by 90 days or more or are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted);
5.	all Obligations for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction;
6.	guarantees and other contingent obligations in respect of Indebtedness referred to in clauses (1) through (5) above and clauses (8) or (9) below;
7.	Obligations of any other Person of the type referred to in clauses (1) through (6) above and clause (9) below which are secured by any lien on any property or asset of such Person, the amount of such Obligation being deemed to be the lesser of the Fair Market Value of such property or asset and the amount of the Obligation so secured;
8.	all Obligations under currency agreements and interest swap agreements of such Person;

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9.	all Attributable Debt of such Person; and
10.	all Disqualified Capital Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any.

For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the Fair Market Value of such Disqualified Capital Stock, such Fair Market Value shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Capital Stock.

The amount of any Indebtedness outstanding as of any date shall be:

(1)	the accreted value thereof, in the case of any Indebtedness issued at a discount to par;
(2)	with respect to any Obligations under currency agreements and interest swap agreements, the net amount payable if such agreements terminated at that time due to default by such Person;
(3)	in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(a)	the Fair Market Value of such assets at the date of determination; and
(b)	the amount of the Indebtedness of the other Person; or

(4)  except as provided above, the principal amount or liquidation preference thereof, in the case of any other Indebtedness.

“Investment” means, with respect to any Person, any direct or indirect loan or other extension of credit (including, without limitation, a guarantee), advance or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences or Indebtedness issued by, any Person that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. “Investment” shall exclude (x) accounts receivable, extensions of trade credit or advances by the Company and its Restricted Subsidiaries on commercially reasonable terms in accordance with the Company’s or its Restricted Subsidiaries’ normal trade practices, as the case may be, (y) deposits made in the ordinary course of business and customary deposits into reserve accounts related to Securitizations and (z) commission, travel and similar advances to officers, directors, managers and employees, in each case, made in the ordinary course of business.

“Investment Grade” means a rating of the notes by both S&P and Moody’s, each such rating being one of such agency’s four highest generic rating categories that signifies investment grade (i.e. BBB- (or the equivalent) or higher by S&P and Baa3 (or the equivalent) or higher by Moody’s); provided that, in each case, such ratings are publicly available; provided, further, that in the event Moody’s or S&P is no longer in existence for purposes of determining whether the notes are rated “Investment Grade,” such organization may be replaced by a nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) designated by the Company, notice of which shall be given to the Trustee.

“Investment Grade Securities” means marketable securities of a Person (other than the Company or its Restricted Subsidiaries, an Affiliate of joint venture of the Company or any Restricted Subsidiary), acquired by the Company or any of its Restricted Subsidiaries in the ordinary course of business that

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are rated, at the time of acquisition, BBB- (or the equivalent) or higher by S&P and Baa3 (or the equivalent) or higher by Moody’s.

“Issue Date” means the date on which the notes are originally issued.

“Issuers” means the Company and the Co-Issuer.

“Legacy Loan Portfolio Sale” means the sale, lease, conveyance or other disposition, in one or more transactions of all or a portion of the residential mortgage loans subject to the Note Purchase Agreement, dated as of October 30, 2009 by and among the Company and the representatives of the initial purchasers party thereto.

“Lien” means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest); provided that in no event shall an operating lease be deemed to constitute a Lien.

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.

“MSR” means mortgage servicing rights entitling the holder to service mortgage loans.

“MSR Assets” means MSRs other than (i) MSRs on loans originated by the Company or its Restricted Subsidiaries for so long as such MSRs are financed in the normal course of the origination of such loans and (ii) MSRs subject to existing Liens on the Issue Date securing Existing MSR Facilities.

“MSR Facility” means any financing arrangement of any kind, including, but not limited to, financing arrangements in the form of repurchase facilities, loan agreements, note issuance facilities and commercial paper facilities (excluding in all cases, Securitizations), with a financial institution or other lender or purchaser exclusively to finance or refinance the purchase, origination, pooling or funding by the Company or a Restricted Subsidiary of the Company of MSRs originated, purchased, or owned by the Company or any Restricted Subsidiary of the Company in the ordinary course of business.

“MSR Facility Trust” means any Person (whether or not a Restricted Subsidiary of the Company) established for the purpose of issuing notes or other securities in connection with an MSR Facility, which (i) notes and securities are backed by specified MSRs purchased by such Person from the Company or any other Restricted Subsidiary, or (ii) notes and securities are backed by specified mortgage loans purchased by such Person from the Company or any other Restricted Subsidiary.

“MSR Indebtedness” means Indebtedness in connection with a MSR Facility; the amount of any particular MSR Indebtedness as of any date of determination shall be calculated in accordance with GAAP.

“MSR Loans” means loans outstanding under the MSR Notes that are, in accordance with the terms thereof, secured by the pledge of an MSR.

“MSR Notes” means the $22.2 million Senior Secured Credit Agreement, dated as of October 1, 2009, by and among the Company and the lender identified therein.

“MSR Subsdiary” means any Restricted Subsidiary of the Company that owns MSR Assets that have a Fair Market Value in excess of $5.0 million.

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, distributions to minority interest

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holders in Restricted Subsidiaries as a result of such Asset Sale and amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

“Non-Recourse Indebtedness” means, with respect to any specified Person, Indebtedness that is:

1.	specifically advanced to finance the acquisition of investment assets and secured only by the assets to which such Indebtedness relates without recourse to such Person or any of its Restricted Subsidiaries (other than subject to such customary carve-out matters for which such Person or its Restricted Subsidiaries acts as a guarantor in connection with such Indebtedness, such as fraud, misappropriation, breach of representation and warranty and misapplication, unless, until and for so long as a claim for payment or performance has been made thereunder (which has not been satisfied) at which time the obligations with respect to any such customary carve-out shall not be considered Non-Recourse Indebtedness, to the extent that such claim is a liability of such Person for GAAP purposes);
2.	advanced to (i) such Person or its Restricted Subsidiaries that holds investment assets or (ii) any of such Person’s Subsidiaries or group of such Person’s Subsidiaries formed for the sole purpose of acquiring or holding investment assets, in each case, against which a loan is obtained that is made without recourse to, and with no cross-collateralization against, such Person’s or any of such Person’s Restricted Subsidiaries’ other assets (other than: (A) cross-colateralization against assets which serve as collateral for other Non-Recourse Indebtedness; and (B) subject to such customary carve-out matters for which such Person or its Restricted Subsidiaries acts as a guarantor in connection with such Indebtedness, such as fraud, misappropriation, breach of representation and warranty and misapplication, unless, until and for so long as a claim for payment or performance has been made thereunder (which has not been satisfied) at which time the obligations with respect to any such customary carve-out shall not be considered Non-Recourse Indebtedness, to the extent that such claim is a liability of such Person for GAAP purposes) and upon complete or partial liquidation of which the loan must be correspondingly completely or partially repaid, as the case may be; or
3.	specifically advanced to finance the acquisition of real property and secured by only the real property to which such Indebtedness relates without recourse to such Person or any of its Restricted Subsidiaries (other than subject to such customary carve-out matters for which such Person or any of its Restricted Subsidiaries acts as a guarantor in connection with such Indebtedness, such as fraud, misappropriation, breach of representation and warranty and misapplication, unless, until and for so long as a claim for payment or performance has been made thereunder (which has not been satisfied) at which time the obligations with respect to any such customary carve-out shall not be considered Non-Recourse Indebtedness, to the extent that such claim is a liability of such Person for GAAP purposes)

provided that, notwithstanding the foregoing, to the extent that any Non-Recourse Indebtedness is made with recourse to other assets of a Person or its Restricted Subsidiaries, only that portion of such Non-Recourse Indebtedness that is recourse to such other assets or Restricted Subsidiaries shall be deemed not to be Non-Recourse Indebtedness.

“Note Guarantee” means the Guarantee by each Guarantor of the Company’s obligations under the Indenture and the notes, executed pursuant to the provisions of the Indenture.

“Obligations” means all obligations for principal, premium, interest, penalties, fees, indemnification, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

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“Pari Passu Debt” means Indebtedness of the Company or a Restricted Subsidiary that is senior or pari passu in right of payment with the notes. For the purposes of this definition, no Indebtedness will be considered to be senior or junior by virtue of being secured on a first or junior priority basis.

“Permitted Business” means businesses associated with the purchase and origination of mortgage loans or interests related thereto, and the purchase, management, collection and sale of mortgage servicing rights or complementary assets and businesses that are reasonably related, ancillary or complementary thereto or reasonable developments or extensions thereof.

“Permitted Funding Indebtedness” means (i) any Permitted Servicing Advance Facility Indebtedness, (ii) any Permitted Warehouse Indebtedness, (iii) any Permitted Residual Indebtedness, (iv) any Permitted MSR Indebtedness, (v) any facility that combines any Indebtedness under clauses (i), (ii), (iii) or (iv) and (vi) any Refinancing of the Indebtedness under clauses (i), (ii), (iii), (iv) or (v) and advanced to the Company or any of its Restricted Subsidiaries based upon, and secured by, Servicing Advances, mortgage related securities, loans, MSRs, consumer receivables, REO Assets or Residual Interests existing on the Issue Date or created or acquired thereafter, provided, however that the excess (determined as of the most recent date for which internal financial statements are available), if any, of (x) the amount of any Indebtedness incurred in accordance with this clause (vi) for which the holder thereof has contractual recourse to the Company or its Restricted Subsidiaries to satisfy claims with respect thereto over (y) the aggregate (without duplication of amounts) Realizable Value of the assets that secure such Indebtedness shall not be Permitted Funding Indebtedness (but shall not be deemed to be a new incurrence of Indebtedness subject to the provisions in the covenant described above under the caption “—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock” except with respect to, and solely to the extent of, any such excess that exists upon the initial incurrence of such Indebtedness incurred under this clause (vi) which excess shall be entitled to be incurred pursuant to any other provision under the covenant described above under the caption “—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock”). The amount of any Permitted Funding Indebtedness shall be determined in accordance with the definition of “Indebtedness.”

“Permitted Hedging Transactions” means entering into instruments and contracts and making margin calls thereon by the Company or any of its Restricted Subsidiaries in reasonable relation to a Permitted Business that are entered into for bona fide hedging purposes and not for speculative purposes (as determined in good faith by the Board of Directors or senior management of the Company or such Restricted Subsidiary) and shall include, without limitation, interest rate swaps, caps, floors, collars, forward hedge and TBA contracts or mortgage sale contracts and similar instruments, “interest only” mortgage derivative assets or other mortgage derivative products, future contracts and options on futures contracts on the Eurodollar, Federal Funds, Treasury bills and Treasury rates and similar financial instruments.

“Permitted Holders” means Sponsor and its Affiliates and members of management of the Company and its Subsidiaries.

“Permitted Indebtedness” means, without duplication, each of the following:

1.	Indebtedness under the notes issued in this offering and exchange notes issued in exchange for such notes pursuant to the Registration Rights Agreement and exchange notes issued in exchange for any additional notes issued under the Indenture and the Note Guarantees;
2.	Indebtedness incurred pursuant to the Existing Facilities in an aggregate principal amount at any time outstanding not to exceed the maximum amount available under each Existing Facility as in effect on the Issue Date reduced by any required permanent repayments (which are accompanied by a corresponding permanent commitment reduction) thereunder;
3.	Indebtedness of the Company or any Guarantor under the Working Capital Facility in an aggregate principal amount at any one time outstanding (with letters of credit being

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deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) in an amount not to exceed $35.0 million;

4.	other Indebtedness of the Company and its Restricted Subsidiaries outstanding on the Issue Date (other than Indebtedness described in clauses (1) and (2) above);
5.	Permitted Hedging Transactions;
6.	Indebtedness under Currency Agreements; provided that in the case of Currency Agreements which relate to Indebtedness, such Currency Agreements do not increase the Indebtedness of the Company and its Subsidiaries outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;
7.	Indebtedness owed to and held by the Company or a Restricted Subsidiary, provided, however, that (a) any subsequent issuance or transfer of any Capital Stock which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary of the Company or any transfer of such Indebtedness (other than to the Company or a Restricted Subsidiary of the Company) shall be deemed, in each case, to constitute the incurrence of such Indebtedness by the obligor thereon and (b) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the notes;
8.	Indebtedness of the Company or any Guarantor to a Restricted Subsidiary of the Company for so long as such Indebtedness is held by a Wholly Owned Restricted Subsidiary of the Company, in each case subject to no Lien; provided that: (a) any Indebtedness of the Company or any Guarantor to any Restricted Subsidiary of the Company that is not a Guarantor is unsecured and subordinated in right of payment, pursuant to a written agreement, to the Company’s obligations under the Indenture and the notes; and (b) if as of any date any Person other than a Restricted Subsidiary of the Company owns or holds, directly or indirectly, any such Indebtedness or any Person holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness by the Company;
9.	[reserved];
10.	Indebtedness of the Company or any of its Subsidiaries represented by letters of credit for the account of the Company or such Subsidiary, as the case may be, in order to provide security for workers’ compensation claims, payment obligations in connection with self-insurance or similar requirements in the ordinary course of business;
11.	Permitted Funding Indebtedness;
12.	Permitted Securitization Indebtedness and Indebtedness under Credit Enhancement Agreements;
13.	Refinancing Indebtedness;
14.	(A) any guarantee by the Company or a Guarantor of Indebtedness or other obligations of any Restricted Subsidiary of the Company (other than Non-Recourse Indebtedness) so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary of the Company is permitted under the terms of the Indenture, or (B) any guarantee by a Restricted Subsidiary of Indebtedness of the Company (other than Non-Recourse Indebtedness); provided that such guarantee is incurred in accordance with the covenant described below under “—Limitation on Guarantees by Restricted Subsidiaries”;
15.	Non-Recourse Indebtedness;

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16.  Indebtedness incurred by the Company or any of the Guarantors in connection with the acquisition of a Permitted Business; provided that on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof and the use of proceeds therefrom, either

(a)	the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the second paragraph of the covenant described above under the caption “—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock;” or
(b)	the Consolidated Leverage Ratio and the Corporate Indebtedness to Tangible Net Worth Ratio of the Company would not be more than the Consolidated Leverage Ratio and the Corporate Indebtedness to Tangible Net Worth Ratio of the Company, as applicable, immediately prior to the incurrence of such Indebtedness;

17.	Indebtedness (including Capitalized Lease Obligations) incurred to finance the development, construction, purchase, lease, repairs, maintenance or improvement of assets (including MSRs and related Servicing Advances) by the Company or any Restricted Subsidiary, provided that the Liens securing such Indebtedness may not extend to any other property owned by the Company or any of its Restricted Subsidiaries at the time the Lien is incurred and the Indebtedness secured by the Lien may not be incurred more than 180 days after the latter of the acquisition or completion of the construction of the property subject to the Lien, provided, further that the amount of such Indebtedness does not exceed the Fair Market Value of the assets purchased or constructed with the proceeds of such Indebtedness;
18.	Indebtedness arising from agreements of the Company or any of its Restricted Subsidiaries providing for indemnification, adjustment of purchase price, amounts or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of the Company or any Restricted Subsidiary of the Company (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (18));
19.	Indebtedness consisting of Indebtedness from the repurchase, retirement or other acquisition or retirement for value by the Company of Common Stock (or options, warrants or other rights to acquire Common Stock) of the Company (or payments to any direct or indirect parent company of the Company to permit distributions to repurchase common equity (or options, warrants or other rights to acquire common equity) thereof) from any future, current or former officer, director, manager or employee (or any spouses, successors, executors, administrators, heirs or legatees of any of the foregoing) of the Company, any direct or indirect parent company of the Company, or any of its Subsidiaries or their authorized representatives to the extent described in clause (4) of the second paragraph under “—Limitation on Restricted Payments;”
20.	Indebtedness in respect of overdraft protections and otherwise in connection with customary deposit accounts maintained by the Company or any Restricted Subsidiary with banks and other financial institutions as part of its ordinary cash management program;
21.	the incurrence of Indebtedness by a Foreign Subsidiary in an amount not to exceed at any one time outstanding, together with any other Indebtedness incurred under this clause (21), 5.0% of Foreign Subsidiary Total Assets;
22.	shares of Preferred Stock of a Restricted Subsidiary of the Company issued to the Company or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any

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Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such share of Preferred Stock (except to the Company or another Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares or Preferred Stock not permitted by this clause (22);

23.	Indebtedness of the Company and its Restricted Subsidiary consisting of the financing of insurance premiums in the ordinary course of business;
24.	Obligations in respect of performance, bid, surety bonds and completion guarantees provided by the Company and its Restricted Subsidiaries in the ordinary course of business;
25.	[reserved];
26.	to the extent otherwise constituting Indebtedness, obligations arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of Residual Interests or other loans and other mortgage-related receivables purchased or originated by the Company or any of its Restricted Subsidiaries arising in the ordinary course of business;
27.	Guarantees by the Company and its Restricted Subsidiaries of Indebtedness that is otherwise Permitted Indebtedness;
28.	Indebtedness or Disqualified Capital Stock of the Company and Indebtedness, Disqualified Capital Stock or Preferred Stock of any of the Company’s Restricted Subsidiaries in an aggregate principal amount or liquidation preference up to 100.0% of the net cash proceeds received by the Company since immediately after the Issue Date from the issue or sale of Equity Interests of the Company or cash contributed to the capital of the Company (in each case, other than proceeds of Disqualified Capital Stock or sales of Equity Interests to the Company or any of its Subsidiaries) to the extent that such net cash proceeds or cash have not been applied to the covenant “—Limitation on Restricted Payments”; provided, however, that the aggregate amount of Indebtedness, Disqualified Stock and Preferred Stock incurred by Restricted Subsidiaries (other than Guarantors) pursuant to this clause (28) may not exceed $15.0 million in the aggregate at any one time outstanding;
29.	Indebtedness arising out of or to fund purchases of all remaining outstanding asset-backed securities of any Securitization Entity for the purpose of relieving the Company or a Subsidiary of the Company of the administrative expense of servicing such Securitization Entity;
30.	Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary incurred to finance or assumed in connection with an acquisition in a principal amount not to exceed $10.0 million in the aggregate at any one time outstanding together with all other Indebtedness, Disqualified Stock and/or Preferred Stock issued under this clause (30);
31.	Guarantees by the Company and the Restricted Subsidiaries of the Company to owners of servicing rights in the ordinary course of business; and
32.	additional Indebtedness of the Company and its Subsidiaries in an aggregate principal amount not to exceed $12.5 million at any one time outstanding.

For purposes of determining compliance with the “—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (32) above or is entitled to be incurred pursuant to the second paragraph of such covenant, the Company shall, in its sole discretion, classify (or later reclassify) such item of Indebtedness in any manner that complies with this covenant. Accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Capital Stock in the form of additional

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shares of the same class of Disqualified Capital Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for purposes of the ‘‘—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock” covenant.

“Permitted Investments” means:

1.	any Investment in the Company or in a Restricted Subsidiary;
2.	any Investment in cash or Cash Equivalents;
3.	any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment (i) such Person becomes a Restricted Subsidiary of the Company that is engaged in a Permitted Business or (ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;
4.	Investments by the Company or any Restricted Subsidiary in Securitization Entities, Warehouse Facility Trusts, MSR Facility Trusts, Investments in mortgage related securities or charge-off receivables in the ordinary course of business;
5.	Investments arising out of purchases of all remaining outstanding asset-backed securities of any Securitization Entity for the purpose of relieving the Company or a Subsidiary of the Company of the administrative expense of servicing such Securitization Entity;
6.	Investments in MSRs;
7.	Investments in Residual Interests in connection with any Securitization, Warehouse Facility or MSR Facility;
8.	Investments by the Company or any Restricted Subsidiary in the form of loans extended to non-Affiliate borrowers in connection with any loan origination business of the Company or such Restricted Subsidiary in the ordinary course of business;
9.	any Restricted Investment made as a result of the receipt of securities or other assets of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales,” or any other disposition of assets not constituting an Asset Sale;
10.	Investments made solely in exchange for the issuance of Equity Interests (other than Disqualified Capital Stock) of the Company, or any of its direct or indirect parent entities, or any Unrestricted Subsidiary;
11.	any Investments received in compromise or resolution of (A) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Company or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (B) litigation, arbitration or other disputes with Persons who are not Affiliates;
12.	Investments in connection with Permitted Hedging Transactions;
13.	repurchases of the notes;
14.	Investments in and making of Servicing Advances, residential or commercial mortgage loans and Securitization Assets (whether or not made in conjunction with the acquisition of MSRs);
15.	guarantees of Indebtedness permitted under the covenant described in “—Certain covenants—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock”;
16.	any transaction to the extent it constitutes an investment that is permitted and made in accordance with the provisions of the third paragraph of the covenant described under

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“—Limitation on Transactions with Affiliates” (except transactions described in clauses (6) and (9) of such paragraph);

17.	Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment or the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;
18.	endorsements for collection or deposit in the ordinary course of business;
19.	any Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an Investment consisting of any extension, modification or renewal of any Investment existing on the Issue Date; provided that the amount of any such Investment may only be increased pursuant to this clause (19) to the extent required by the terms of such Investment as in existence on the Issue Date;
20.	any Investment by the Company or any Restricted Subsidiary of the Company in any Person where such Investment was acquired by the Company or any Restricted Subsidiary of the Company (a) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (b) as a result of a foreclosure by the Company or any Restricted Subsidiary of the Company with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;
21.	any Investment by the Company or any Restricted Subsidiary of the Company in a joint venture not to exceed the greater of (x) $5.0 million and (y) 1.0% of Total Assets; and
22.	other Investments having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (22) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash and/or marketable securities), not to exceed the greater of (x) $30.0 million and (y) 1.0% of Total Assets at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value).

“Permitted Liens” means the following types of Liens:

1.	Liens for taxes, assessments or governmental charges or claims either: (a) not delinquent for a period of more than 30 days; or (b) contested in good faith by appropriate proceedings and as to which the Company or its Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;
2.	statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;
3.	Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation laws, unemployment insurance laws or similar legislation and other types of social security or obtaining of insurance, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);
4.	Liens existing on the Issue Date;

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5.	Liens on assets, property or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Restricted Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;
6.	Liens on assets or property at the time the Company or a Restricted Subsidiary acquired the assets or property or within 360 days of such acquisition, including any acquisition by means of a merger, amalgamation or consolidation with or into the Company or any Restricted Subsidiary; provided that the Liens may not extend to any other property owned by the Company or any Restricted Subsidiary (other than assets and property affixed or appurtenant thereto); provided, further that the aggregate amount of obligations secured thereby does not exceed $15.0 million at any time outstanding and no such Lien may secure obligations in an amount that exceeds the Fair Market Value of the assets or property acquired as of the date of acquisition;
7.	Liens securing Indebtedness or other obligations of a Restricted Subsidiary of the Company owing to the Company or another Restricted Subsidiary of the Company;
8.	leases, subleases, licenses or sublicenses granted to others which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries;
9.	Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business;
10.	Liens securing Indebtedness permitted to be incurred under the Working Capital Facility, including any letter of credit facility relating thereto, that was permitted to be Incurred pursuant to clause (3) of the definition of Permitted Indebtedness;
11.	Liens in favor of the Issuers or any Guarantor;
12.	Liens on the Equity Interests of any Unrestricted Subsidiary securing Non-Recourse Indebtedness of such Unrestricted Subsidiary;
13.	grants of software and other technology licenses in the ordinary course of business;
14.	Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (4), (5), (6), (28) and (34) of this definition; provided, however, that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (4), (5), (6), (28) and (34) of this definition at the time the original Lien became a Permitted Lien under this Indenture, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;
15.	Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered into in the ordinary course of business;
16.	Liens incurred to secure cash management services or to implement cash pooling arrangements in the ordinary course of business and Liens arising by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depository or financial institution;

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17.	any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;
18.	any amounts held by a trustee in the funds and accounts under an indenture securing any revenue bonds issued for the benefit of the Issuer or any Restricted Subsidiary;
19.	judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;
20.	minor survey exceptions, minor encumbrances, easements or reservations of, or rights of other for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes or zoning or other restrictions as to the use of real property or Liens incidental to the conduct of the Permitted Business of the Company and its Subsidiaries and other similar charges or encumbrances in respect of real property not interfering, in the aggregate, in any material respect with the ordinary conduct of the business of the Company or any of its Subsidiaries;
21.	any interest or title of a lessor under any Capitalized Lease Obligation; provided that such Liens do not extend to any property or assets which is not leased property subject to such Capitalized Lease Obligation;
22.	Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
23.	Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;
24.	Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements of the Company or any of its Subsidiaries, including rights of offset and set-off;
25.	Liens securing Permitted Hedging Transactions and the costs thereof;
26.	Liens securing Indebtedness under Currency Agreements;
27.	Liens with respect to obligations at any one time outstanding that do not exceed the greater of (x) $25.0 million and (y) 1.0% of Total Assets;
28.	Liens securing Indebtedness incurred to finance the construction or purchase of assets (excluding MSR Assets) by the Company or any of its Restricted Subsidiaries (including any acquisition of Capital Stock or by means of a merger, amalgamation or consolidation with or into the Company or any Restricted Subsidiary), provided that any such Lien may not extend to any other property owned by the Company or any of its Restricted Subsidiaries at the time the Lien is incurred and the Indebtedness secured by the Lien may not be incurred more than 180 days after the acquisition or completion of the construction of the property subject to the Lien, provided further that the amount of Indebtedness secured by such Liens does not exceed the purchase price of the assets purchased or constructed with the proceeds of such Indebtedness;
29.	Liens on Securitization Assets and the proceeds thereof incurred in connection with Permitted Securitization Indebtedness or permitted guarantees thereof;

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30.	Liens on spread accounts and credit enhancement assets, Liens on the stock of Restricted Subsidiaries of the Company substantially all of which are spread accounts and credit enhancement assets and Liens on interests in Securitization Entities, in each case incurred in connection with Credit Enhancement Agreements;
31.	Liens to secure Indebtedness of any Foreign Subsidiary of the Company or Excluded Restricted Subsidiary securing Indebtedness of such Foreign Subsidiary of the Company or any Excluded Restricted Subsidiary that is permitted by the terms of the Indenture to be incurred;
32.	Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code, or any comparable or successor provision, on items in the course of collection and (ii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;
33.	Liens solely on any cash earnest money deposits made by the Issuer or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement; and
34.	Liens securing Indebtedness incurred to finance the purchase of MSR Assets (“Acquired MSR Assets”) by the Company or any of its Restricted Subsidiaries (including any acquisition of Capital Stock or by means of a merger, amalgamation or consolidation with or into the Company or any Restricted Subsidiary), provided that (x) any such Lien may not extend to any other property owned by the Company or any of its Restricted Subsidiaries at the time the Lien is incurred and the Indebtedness secured by the Lien may not be incurred more than 180 days after the acquisition of the property subject to the Lien and (y) the aggregate amount of Indebtedness secured by the Acquired MSR Assets in such purchase does not exceed the greater of $50.0 million and 35.0% of the purchase price of such Acquired MSR Assets less the amount necessary to pay any fees and expenses related to such acquisition (the purchase price of the Acquired MSR Assets shall be determined by the terms of the contract governing such purchase or, if not specified in such contract, management in good faith).

“Permitted MSR Indebtedness” means MSR Indebtedness; provided, that the excess (determined as of the most recent date for which internal financial statements are available), if any, of (x) the amount of any such MSR Indebtedness for which the holder thereof has contractual recourse to the Company or its Restricted Subsidiaries to satisfy claims with respect to such MSR Indebtedness (excluding recourse for matters such as fraud, misappropriation, breaches of representations and warranties and misapplication) over (y) the aggregate (without duplication of amounts) Realizable Value of the assets that secure such MSR Indebtedness shall not be Permitted MSR Indebtedness (but shall not be deemed to be a new incurrence of Indebtedness subject to the provisions in the covenant described above under the caption “—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock” except with respect to, and solely to the extent of, any such excess that exists upon the initial incurrence of such Indebtedness which excess shall be entitled to be incurred pursuant to any other provisions in the covenant described above under the caption ‘‘—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock”). The amount of any particular Permitted MSR Indebtedness as of any date of determination shall be calculated in accordance with GAAP.

“Permitted Residual Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries under a Residual Funding Facility; provided that the excess (determined as of the most recent date for which internal financial statements are available), if any of (x) the amount of any such Permitted Residual Indebtedness for which the holder thereof has contractual recourse to the Company or its Restricted Subsidiaries to satisfy claims with respect to such Permitted Residual Indebtedness (not including customary contractual recourse for breaches of representations and warranties) over (y) the aggregate (without duplication of amounts) Realizable Value of the assets that secure such Permitted Residual Indebtedness shall be deemed not to be Permitted Residual

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Indebtedness (but shall not be deemed to be a new incurrence of Indebtedness subject to the provisions in the covenant described above under the caption “—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock” except with respect to, and solely to the extent of, any such excess that exists upon the initial incurrence of such Indebtedness which excess shall be entitled to be incurred pursuant to any other provisions in the covenant described above under the caption “—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock”) of the Company or such Restricted Subsidiary, as the case may be, at such time.

“Permitted Securitization Indebtedness” means Securitization Indebtedness; provided that (i) in connection with any Securitization, any Warehouse Indebtedness or MSR Indebtedness used to finance the purchase, origination or pooling of any Receivables subject to such Securitization is repaid in connection with such Securitization to the extent of the net proceeds received by the Company and its Restricted Subsidiaries from the applicable Securitization Entity, and (ii) the excess (determined as of the most recent date for which internal financial statements are available), if any, of (x) the amount of any such Securitization Indebtedness for which the holder thereof has contractual recourse to the Company or its Restricted Subsidiaries to satisfy claims with respect to such Securitization Indebtedness (excluding recourse for matters such as fraud, misappropriation, breaches of representations and warranties and misapplication) over (y) the aggregate (without duplication of amounts) Realizable Value of the assets that secure such Securitization Indebtedness shall not be Permitted Securitization Indebtedness (but shall not be deemed to be a new incurrence of Indebtedness subject to the provisions in the covenant described above under the caption “—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock” except with respect to, and solely to the extent of, any such excess that exists upon the initial incurrence of such Indebtedness which excess shall be entitled to be incurred pursuant to any other provisions in the covenant described above under the caption “—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock”).

“Permitted Servicing Advance Facility Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries incurred under a Servicing Advance Facility; provided, however, that the excess (determined as of the most recent date for which internal financial statements are available), if any of (x) the amount of any such Permitted Servicing Advance Facility Indebtedness for which the holder thereof has contractual recourse (other than subject to such customary carve-out matters for which such Person or its Restricted Subsidiaries acts as a guarantor in connection with such Indebtedness, such as fraud, misappropriation, breaches of representations or warranties and misapplication, unless, until and for so long as a claim for payment or performance has been made thereunder (which has not been satisfied) at which time the obligations with respect to any such customary carve-out shall not be considered Non-Recourse Indebtedness, to the extent that such claim is a liability of such Person for GAAP purposes) to the Company or its Restricted Subsidiaries to satisfy claims with respect to such Permitted Servicing Advance Facility Indebtedness over (y) the aggregate (without duplication of amounts) Realizable Value of the assets that secure such Permitted Servicing Advance Facility Indebtedness shall not be Permitted Servicing Advance Facility Indebtedness (but shall not be deemed to be a new incurrence of Indebtedness subject to the provisions in the covenant described above under the caption “—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock” except with respect to, and solely to the extent of, any such excess that exists upon the initial incurrence of such Indebtedness under a Servicing Advance Facility which excess shall be entitled to be incurred pursuant to any other provisions in the covenant described above under the caption “—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock”) of the Company or such Restricted Subsidiary, as the case may be, at such time.

“Permitted Warehouse Indebtedness” means Warehouse Indebtedness; provided, that the excess (determined as of the most recent date for which internal financial statements are available), if any, of (x) the amount of any such Warehouse Indebtedness for which the holder thereof has contractual recourse to the Company or its Restricted Subsidiaries to satisfy claims with respect to such Warehouse Indebtedness (excluding recourse for matters such as fraud, misappropriation, breaches of

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representations and warranties and misapplication) over (y) the aggregate (without duplication of amounts) Realizable Value of the assets that secure such Warehouse Indebtedness shall not be Permitted Warehouse Indebtedness (but shall not be deemed to be a new incurrence of Indebtedness subject to the provisions in the covenant described above under the caption ‘‘—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock” except with respect to, and solely to the extent of, any such excess that exists upon the initial incurrence of such Indebtedness which excess shall be entitled to be incurred pursuant to any other provisions the covenant described above under the caption ‘‘—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock”). The amount of any particular Permitted Warehouse Indebtedness as of any date of determination shall be calculated in accordance with GAAP.

“Person” means an individual, partnership, corporation, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof.

“Preferred Stock” of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation.

“Qualified Capital Stock” means any Capital Stock that is not Disqualified Capital Stock.

“Rating Agencies” means Moody’s and S&P.

“Realizable Value” of an asset means (i) with respect to any REO Asset, the value realizable upon the disposition of such asset as determined by the Company in its reasonable discretion and consistent with customary industry practice and (ii) with respect to any other asset, the lesser of (x) if applicable, the face value of such asset and (y) the market value of such asset as determined by the Company in accordance with the agreement governing the applicable Permitted Servicing Advance Facility Indebtedness, Permitted Warehouse Indebtedness, Permitted MSR Indebtedness or Permitted Residual Indebtedness, as the case may be, (or, if such agreement does not contain any related provision, as determined by senior management of the Company in good faith); provided, however, that the realizable value of any asset described in clause (i) or (ii) above which an unaffiliated third party has a binding contractual commitment to purchase from the Company or any of its Restricted Subsidiaries shall be the minimum price payable to the Company or such Restricted Subsidiary for such asset pursuant to such contractual commitment.

“Receivables” means loans and other mortgage-related receivables (including Servicing Receivables and MSRs but excluding Residual Interests and net interest margin securities) purchased or originated by the Company or any Restricted Subsidiary of the Company or, with respect to Servicing Receivables and MSRs, otherwise arising in the ordinary course of business; provided, however, that for purposes of determining the amount of a Receivable at any time, such amount shall be determined in accordance with GAAP, consistently applied, as of the most recent practicable date.

“Refinance” means, in respect of any security or Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue a security or Indebtedness in exchange or replacement for, such security or Indebtedness in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinancing Indebtedness” means any Refinancing by the Company or any Subsidiary of the Company of Indebtedness incurred in accordance with clauses (1), (4), (13), (16), (17), (28) or (29) of the definition of Permitted Indebtedness, and in each case that does not:

1.  result in an increase in the aggregate principal amount of Indebtedness of such Person as of the date of such proposed Refinancing (plus the amount of any premium required to be paid under the terms of the instrument governing such Indebtedness and plus the amount of reasonable expenses incurred by the Company in connection with such Refinancing and amounts of Indebtedness otherwise permitted to be incurred under the Indenture); or

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2.  create Indebtedness with a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the Indebtedness being Refinanced; or a final maturity earlier than the final maturity of the Indebtedness being Refinanced; provided that (i) such Indebtedness is incurred either (a) by the Company or any Guarantor or (b) by the Restricted Subsidiary that is the obligor on the Indebtedness being Refinanced and (ii) if such Indebtedness being Refinanced is subordinate or junior to the notes, then such Refinancing Indebtedness shall be subordinate to the notes at least to the same extent and in the same manner as the Indebtedness being Refinanced.

“Registration Rights Agreement” means the Registration Rights Agreement with respect to the notes dated as of the Issue Date, among the Issuers, the Guarantors and the Initial Purchasers.

“REO Asset” of a Person means a real estate asset owned by such Person and acquired as a result of the foreclosure or other enforcement of a lien on such asset securing a Servicing Advance or loans and other mortgage-related receivables purchased or originated by the Company or any Restricted Subsidiary of the Company in the ordinary course of business.

“Residual Funding Facility” means any funding arrangement with a financial institution or institutions or other lenders or purchasers under which advances are made to the Company or any Restricted Subsidiary secured by Residual Interests.

“Residual Interests” means any residual, subordinated, reserve accounts and retained ownership interest held by the Company or a Restricted Subsidiary in Securitization Entities, Warehouse Facility Trusts and/or MSR Facility Trusts, regardless of whether required to appear on the face of the consolidated financial statements in accordance with GAAP.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“Required Asset Sale” means any Asset Sale that is a result of a repurchase right or obligation or a mandatory sale right or obligation related to (i) MSRs, (ii) pools or portfolios of MSRs, or (iii) the Capital Stock of any Person that holds MSRs or pools or portfolios of MSRs, which rights or obligations are either in existence on the Issue Date (or substantially similar in nature to such rights or obligations in existence on the Issue Date) or pursuant to the guidelines or regulations of a government-sponsored enterprise.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

“SEC” means the Securities and Exchange Commission.

“Secured Debt” means any Indebtedness secured by a Lien upon the property of the Company or any of its Restricted Subsidiaries (regardless of the Realizable Value of such property).

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute or statutes thereto.

“Securitization” means a public or private transfer, sale or financing of Servicing Advances and/or mortgage loans, installment contracts, other loans and any other asset capable of being securitized (collectively, the “Securitization Assets”) by which the Company or any of its Restricted Subsidiaries directly or indirectly securitizes a pool of specified Securitization Assets including, without limitation, any such transaction involving the sale of specified Servicing Advances or mortgage loans to a Securitization Entity.

“Securitization Assets” has the meaning set forth in the definition of “Securitization.”

“Securitization Entity” means (i) any Person (whether or not a Restricted Subsidiary of the Company) established for the purpose of issuing asset-backed or mortgaged-backed or mortgage

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pass-through securities of any kind (including collateralized mortgage obligations and net interest margin securities), (ii) any special purpose Subsidiary established for the purpose of selling, depositing or contributing Securitization Assets into a Person described in clause (i) or holding securities in any related Securitization Entity, regardless of whether such person is an issuer of securities; provided that such Person is not an obligor with respect to any Indebtedness of the Company or any Guarantor and (iii) any special purpose Subsidiary of the Company formed exclusively for the purpose of satisfying the requirements of Credit Enhancement Agreements and regardless of whether such Subsidiary is an issuer of securities; provided that such Person is not an obligor with respect to any Indebtedness of the Company or any Guarantor other than under Credit Enhancement Agreements. As of the Issue Date, Nationstar Home Equity Loan Trust 2009-A, Nationstar Home Equity Loan 2009-A REO LLC, Nationstar Mortgage Advance Receivables Trust 2009-ADVI, Nationstar Funding LLC, Nationstar Residual, LLC and Nationstar Advance Funding LLC shall be deemed to satisfy the requirements of the foregoing definition.

“Securitization Indebtedness” means (i) Indebtedness of the Company or any of its Restricted Subsidiaries incurred pursuant to on-balance sheet Securitizations treated as financings and (ii) any Indebtedness consisting of advances made to the Company or any of its Restricted Subsidiaries based upon securities issued by a Securitization Entity pursuant to a Securitization and acquired or retained by the Company or any of its Restricted Subsidiaries.

“Servicing Advances” means advances made by the Company or any of its Restricted Subsidiaries in its capacity as servicer of any mortgage-related receivables to fund principal, interest, escrow, foreclosure, insurance, tax or other payments or advances when the borrower on the underlying receivable is delinquent in making payments on such receivable; to enforce remedies, manage and liquidate REO Assets; or that the Company or any of its Restricted Subsidiaries otherwise advances in its capacity as servicer.

“Servicing Advance Facility” means any funding arrangement with lenders collateralized in whole or in part by Servicing Advances under which advances are made to the Company or any of its Restricted Subsidiaries based on such collateral.

“Servicing Receivables” means rights to collections under mortgage-related receivables, or other rights to reimbursement of Servicing Advances that the Company or a Restricted Subsidiary of the Company has made in the ordinary course of business and on customary industry terms.

“Significant Subsidiary,” with respect to any Person, means any Subsidiary of such Person that satisfies the criteria for a “significant subsidiary” set forth in Rule 1-02 of Regulation S-X under the Exchange Act, as such regulation is in effect on the Issue Date.

“Sponsor” means Fortress Investment Group LLC.

“Subsidiary,” with respect to any Person, means:

1.	any corporation of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such Person; or
2.	any other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such Person.

“Taxable Income” means, for any period, the taxable income or loss of the Company for such period for federal income tax purposes.

“Tax Amount” means, for any period, the combined federal, state and local income taxes, including estimated taxes, that would be payable with respect to the Company’s taxable income for such period (or in respect of the actual or deemed transfer of an interest in the Company to a corporation in connection with the public issuance of shares in a transaction intended to qualify (based upon an opinion of a nationally recognized accounting or law firm that the transaction should so

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qualify) under Section 351 of the Internal Revenue Code of 1986, as amended from time to time, in which the only consideration is common stock of the corporation and the assumption of liabilities of the Company) by an equity owner of the Company who is an individual resident in New York City who is subject to the maximum rates of tax; provided that in determining the Tax Amount, the effect thereon of any net operating loss carryforwards or other carryforwards or tax attributes, such as alternative minimum tax carryforwards, that would apply to such an individual shall be taken into account assuming the only income and gain of such individual in current and prior tax periods is income and gain attributable to the Company; provided, further, that (i) if there is an adjustment in the amount of the Taxable Income for any period, an appropriate positive or negative adjustment shall be made in the Tax Amount, and if the Tax Amount is negative, then the Tax Amount for succeeding periods shall be reduced (without duplication of reductions due to the first proviso hereof) to take into account such negative amount until such negative amount is reduced to zero and (ii) any Tax Amount other than amounts relating to estimated taxes shall be computed by a nationally recognized accounting firm.

“Total Assets” means the total assets of the Company and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, as shown on the most recent balance sheet of the Company.

“Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary:

(1)	has no Indebtedness other than Non-Recourse Indebtedness and other Indebtedness that is not recourse to the Company or any Restricted Subsidiary or any of their assets;
(2)	except as permitted by the covenant described above under the caption “—Certain Covenants—Transactions with Affiliates,” is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;
(3)	is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and
(4)	has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

“Warehouse Facility” means any financing arrangement of any kind, including, but not limited to, financing arrangements in the form of repurchase facilities, loan agreements, note issuance facilities and commercial paper facilities (excluding in all cases, Securitizations), with a financial institution or other lender or purchaser exclusively to (i) finance or refinance the purchase, origination or funding by the Company or a Restricted Subsidiary of the Company of, provide funding to the Company or a Restricted Subsidiary of the Company through the transfer of, loans, mortgage related securities and other mortgage-related receivables purchased or originated by the Company or any Restricted Subsidiary of the Company in the ordinary course of business, (ii) finance the funding of or refinance Servicing Advances; or (iii) finance or refinance the carrying of REO Assets related to loans and other mortgage-related receivables purchased or originated by the Company or any Restricted Subsidiary of the Company; provided that such purchase, origination, pooling, funding, refinancing and carrying is in the ordinary course of business.

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“Warehouse Facility Trust” means any Person (whether or not a Restricted Subsidiary of the Company) established for the purpose of issuing notes or other securities in connection with a Warehouse Facility, which (i) notes and securities are backed by specified Servicing Advances purchased by such Person from the Company or any other Restricted Subsidiary, or (ii) notes and securities are backed by specified mortgage loans purchased by such Person from the Company or any other Restricted Subsidiary.

“Warehouse Indebtedness” means Indebtedness in connection with a Warehouse Facility; the amount of any particular Warehouse Indebtedness as of any date of determination shall be calculated in accordance with GAAP.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Capital Stock or Preferred Stock, as the case may be, at any date, the number of years obtained by dividing: (1) the then outstanding aggregate principal amount of such Indebtedness or redemption or similar payment with respect to such Disqualified Capital Stock or Preferred Stock into; (2) the sum of the total of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

“Wholly Owned Restricted Subsidiary” of any Person means any Restricted Subsidiary of such Person of which all the outstanding voting securities (other than in the case of a Foreign Subsidiary, directors’ qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law) are owned by such Person or any Wholly Owned Restricted Subsidiary of such Person.

“Working Capital Facility” means (i), any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that provide loans, notes, other credit facilities or commitments permitted under clause (3) of the definition of Permitted Indebtedness and (ii) any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that extend, replace, refund, refinance, renew or defease any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that alters the maturity thereof, as such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time.

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FORM, BOOK-ENTRY PROCEDURES AND TRANSFER

General

The New Notes will be issued in fully registered global form. The New Notes initially will be represented by one or more global certificates without interest coupons (the “global notes”). The global notes will be deposited upon issuance with the trustee as custodian for DTC and registered in the name of DTC or its nominee for credit to the accounts of direct or indirect participants in DTC, as described below under “—Depositary Procedures.”

The global notes will be deposited on behalf of the acquirers of the New Notes for credit to the respective accounts of the acquirers or to such other accounts as they may direct. Except as described below, the global notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the global notes may not be exchanged for New Notes in certificated form except in the limited circumstances described below under “—Exchange of Book-Entry Notes for Certificated Notes.”

Transfers of beneficial interests in the global notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants, which may change from time to time.

Depositary Procedures

The following description of the operations and procedures of DTC is provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We take no responsibility for these operations and procedures and urge investors to contact the systems or their participants directly to discuss these matters.

DTC has advised us that it is:

•  a limited purpose trust company organized under the New York State Banking Law;

•  a “banking organization” within the meaning of the New York State Banking Law;

•  a member of the U.S. Federal Reserve System;

•  a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

•  a “clearing agency” registered under Section 17A of the Exchange Act.

DTC was created to hold securities for its participating organizations (collectively, the “participants”) and facilitate the clearance and settlement of transactions in those securities between participants through electronic book-entry changes in accounts of its participants. The participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (collectively, the “indirect participants”). Persons who are not participants may beneficially own securities held by or on behalf of DTC only through participants or indirect participants. DTC has no knowledge of the identity of beneficial owners of securities held by or on behalf of DTC. DTC’s records reflect only the identity of participants to whose accounts securities are credited. The ownership interests and transfer of ownership interests of each beneficial owner of each security held by or on behalf of DTC are recorded on the records of the participants and indirect participants.

DTC has also advised us that, pursuant to procedures established by DTC, ownership of interests in the global notes will be shown on, and the transfer of ownership of such interest will be effected only through, records maintained by DTC (with respect to the participants) or by the participants and the indirect participants (with respect to other owners of beneficial interests in the global notes).

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Investors in the global notes may hold their interests therein directly through DTC if they are participants in such system or indirectly through organizations that are participants or indirect participants in such system. All interests in the global notes will be subject to the procedures and requirements of DTC. The laws of some states require that certain persons take physical delivery of certificates evidencing securities they own. Consequently, the ability to transfer beneficial interests in the global notes to such persons will be limited to that extent. Because DTC can act only on behalf of participants, which in turn act on behalf of indirect participants, the ability of beneficial owners of interests in the global notes to pledge such interests to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interests in the global notes will not have New Notes registered in their names, will not receive physical delivery of New Notes in certificated form and will not be considered the registered owners or holders thereof under the indenture for any purpose.

Payments in respect of the principal of and premium, if any, and interest on the global notes registered in the name of DTC or its nominee will be payable by the trustee (or the paying agent if other than the trustee) to DTC in its capacity as the registered holder under the indenture. We and the trustee will treat the persons in whose names the New Notes, including the global notes, are registered as the owners thereof for the purpose of receiving such payments and for any and all other purposes whatsoever. Consequently, none of us, the trustee or any agent of ours or the trustee has or will have any responsibility or liability for:

•  any aspect of DTC’s records or any participant’s or indirect participant’s records relating to or payments made on account of beneficial ownership interests in the global notes, or for maintaining, supervising or reviewing any of DTC’s records or any participant’s or indirect participant’s records relating to the beneficial ownership interests in the global notes; or

•  any other matter relating to the actions and practices of DTC or any of its participants or indirect participants.

DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the New Notes (including principal and interest), is to credit the accounts of the relevant participants with the payment on the payment date in amounts proportionate to their respective holdings in the principal amount of the relevant security as shown on the records of DTC, unless DTC has reason to believe it will not receive payment on such payment date. Payments by the participants and the indirect participants to the beneficial owners of New Notes will be governed by standing instructions and customary practices and will be the responsibility of the participants or the indirect participants and will not be the responsibility of DTC, the trustee or us. Neither we nor the trustee will be liable for any delay by DTC or any of its participants in identifying the beneficial owners of the New Notes, and we and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Interests in the global notes are expected to be eligible to trade in DTC’s Same-Day Funds Settlement System and secondary market trading activity in such interests will therefore settle in immediately available funds, subject in all cases to the rules and procedures of DTC and its participants.

DTC has advised us that it will take any action permitted to be taken by a holder of New Notes only at the direction of one or more participants to whose account with DTC interests in the global notes are credited and only in respect of such portion of the aggregate principal amount of the New Notes as to which such participant or participants has or have given such direction.

Although DTC has agreed to the foregoing procedures to facilitate transfers of interests in the global notes among participants in DTC, it is under no obligation to perform or to continue to perform such procedures, and the procedures may be discontinued at any time. Neither we nor the trustee will

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have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

The information in this section concerning DTC and its book-entry system has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof.

Exchange of Book-Entry Notes for Certificated Notes

If (i) DTC is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by us within 90 days, (ii) DTC has ceased to be a clearing agency registered under the Exchange Act, (iii) we, at our option, notify the trustee in writing that we elect to cause the issuance of the Notes in the form of certificated notes, or (iv) an Event of Default has occurred and is continuing, upon request by the holders of the Notes, we will issue Notes in certificated form in exchange for global securities. The indenture permits us to determine at any time and in our sole discretion that Notes shall no longer be represented by global securities. DTC has advised us that, under its current practices, it would notify its participants of our request, but will only withdraw beneficial interests from the global security at the request of each DTC participant. We would issue definitive certificates in exchange for any beneficial interests withdrawn.

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain U.S. federal income tax considerations that may be relevant to holders of the Notes who are exchanging Notes pursuant to the Offer to Exchange. This summary is based on the Internal Revenue Code of 1986, as amended, or the Code, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, in each case as of the date hereof, changes to any of which subsequent to the date of this offering memorandum may affect the tax consequences described herein, possibly with retroactive effect. This summary deals only with notes that will be held as capital assets and, except where otherwise specifically noted, is only addressed to persons who hold Notes pursuant to this Offer to Exchange. It does not address tax considerations applicable to investors that may be subject to special tax rules, such as banks, tax-exempt entities, insurance companies, dealers in securities or currencies, traders in securities electing to mark to market, persons that will hold notes as a position in a “straddle” or conversion transaction, or as part of a “synthetic security” or other integrated financial transaction, persons subject to the alternative minimum tax, certain U.S. expatriates, controlled foreign corporations, passive foreign investment companies, pass-through entities (including partnerships and entities and arrangements classified as partnerships for U.S. federal tax purposes), or persons that have a “functional currency” other than the U.S. dollar.

If an entity classified as a partnership for U.S. federal income tax purposes holds our notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. Persons who are partners of a partnership holding our Notes should consult their tax advisors.

Persons considering the exchange of Notes should consult their own tax advisors in determining the tax consequences to them of the ownership and disposition of Notes, including the application to their particular situation of the U.S. federal income tax considerations discussed below, as well as the application of state, local, foreign or other tax laws.

Pursuant to U.S. Treasury Department Circular 230, holders of Notes or prospective purchasers are hereby notified that: (a) any discussion of U.S. federal tax issues contained or referred to in this Offer to Exchange or any document referred to herein is not intended or written to be used, and cannot be used by note holders for the purpose of avoiding penalties that may be imposed under the Code; (b) such discussion is written for use in connection with the promotion or marketing of the transactions or matters addressed herein; and (c) note holders should seek advice based on their particular circumstances from an independent tax advisor.

As used under this heading “Certain United States Federal Income Tax Considerations,” the term “U.S. Holder” means a beneficial owner of a note that is (i) an individual citizen or resident of the United States; (ii) a U.S. domestic corporation; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust if (A) a U.S. court is able to exercise primary supervision over the trust’s administration and one or more “United States persons” (within the meaning of the Code) have the authority to control all of the trust’s substantial decisions, or (B) the trust has a valid election in effect under applicable Treasury regulations to be treated as a “United States person.” As used under this heading “Certain United States Federal Income Tax Considerations” the term “Non-U.S. Holder” means a beneficial owner of a note that is neither a U.S. Holder nor a partnership (or other entity or arrangement classified as a partnership) that is organized in or under the laws of the United States or any political subdivision thereof. The following summary applies equally to all Notes, except where expressly stated otherwise.

Exchange Pursuant to the Offer to Exchange

The exchange of Old Notes for New Notes in this Offer to Exchange will not be treated as an “exchange” for U.S. federal income tax purposes because the New Notes will not be considered to differ materially in kind or extent from the Old Notes. Accordingly, the exchange of Old Notes for New Notes will not be a taxable event to holders for U.S. federal income tax purposes. Moreover, the New

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Notes will have the same tax attributes and tax consequences as the outstanding notes exchanged therefor, including without limitation, the same issue price, adjusted issue price, adjusted tax basis and holding period.

Tax Consequences to U.S. Holders

Original Issue Discount

The Notes were issued with original issue discount (“OID”) for U.S. federal income tax purposes. The amount of OID with respect to the Notes is equal to the excess of the “stated redemption price at maturity” of the Notes over the issue price of the Notes. For U.S. federal income tax purposes, each U.S. Holder (regardless of its regular accounting method) generally must accrue the OID in gross income over the term of the Notes on a constant yield to maturity method that reflects compounding of interest. As a result, U.S. Holders generally will recognize taxable income in respect of a Note in advance of the receipt of cash attributable to such income.

Market Discount, Acquisition Premium, Amortizable Bond Premium

If a U.S. Holder acquires a Note at a cost that is less than its adjusted issue price on the acquisition date, the amount of the difference is treated as “market discount” for U.S. federal income tax purposes, unless the difference is de minimis. In general, market discount will be treated as accruing ratably over the remaining term of the Note or, at the holder’s election, on a constant yield to maturity basis. A U.S. holder may elect to include market discount in income currently as it accrues. The holder that does not make this election will be required to treat any gain on the disposition of the Note as ordinary income to the extent of accrued market discount not previously included in income with respect to the Note, and to defer the deduction of a portion of the interest on any indebtedness incurred or maintained to purchase or carry the Note until maturity or until a taxable disposition of the Note.

If a U.S. Holder has a tax basis in a Note that is more than the issue price of such Note but less than the stated redemption price at maturity of such Note, the U.S. Holder will have acquisition premium with respect to such Note to the extent of that excess, and the amounts of OID otherwise included in the U.S. Holder’s income will generally be reduced to the extent of the acquisition premium.

If a U.S. Holder’s tax basis in a Note exceeds the Note’s stated redemption price at maturity, the Note has bond premium to the extent of that excess, and the U.S. Holder will not be required to include any of the OID on the Note in income. It is generally possible to elect to amortize bond premium on a constant yield to maturity method, as a reduction of interest income from a Note. Such election, once made, generally applies to all bonds held or subsequently acquired by the U.S. Holder on or after the first taxable year to which the election applies and may not be revoked without the consent of the IRS. A U.S. holder who elects to amortize bond premium must reduce its tax basis in the Note by the amount of bond premium used to offset stated interest income.

Purchase, Sale and Retirement of Notes

Initially, the tax basis in a Note generally will equal the cost of the Note to the U.S. Holder. A U.S. Holder’s basis will increase by any amounts that are included in income under the rules governing original issue discount and market discount, and will decrease by the amount of any amortized premium and any payments other than qualified stated interest made on the Note.

Upon the sale, exchange or retirement of a Note, a U.S. Holder generally will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange or retirement (not including accrued qualified stated interest, which will be taxable as ordinary interest income) and the U.S. Holder’s tax basis in such Note.

192

Tax Consequences to Non-U.S. Holders

Under U.S. federal income tax law, and subject to the discussion below concerning backup withholding, no withholding of U.S. federal income tax generally will be required with respect to the payment by us or our paying agent on a Note owned by a Non-U.S. Holder of interest (including OID) that qualifies as portfolio interest (including payment of the mandatory principal redemption amount). Interest on a Note owned by a Non-U.S. Holder will qualify as portfolio interest, provided that (i) such interest is not effectively connected with the conduct of such U.S. Holder’s U.S. trade or business, (ii) such Non-U.S. Holder does not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote within the meaning of the Code and applicable U.S. Treasury regulations, (iii) such Non-U.S. Holder is not a controlled foreign corporation that is related to us actually or constructively through stock ownership, and (iv) such Non-U.S. Holder either a) provides a statement signed under penalties of perjury that includes its name and address and certifies that it is a Non-U.S. Holder in compliance with applicable requirements generally made, under current procedures, on IRS Form W-8BEN (or satisfies certain documentary evidence requirements for establishing that is it a Non-U.S. Holder) or b) holds Notes through certain foreign intermediaries and satisfies the certification requirements of applicable U.S. Treasury regulations. Special certification and other rules apply to certain non-U.S. holders that are entities rather than individuals.

A Non-U.S. Holder with interest income that does not qualify as portfolio interest will be subject to a 30% U.S. federal withholding tax unless, under current procedures, it delivers a properly completed IRS Form W-8ECI (stating that interest paid on its Notes is not subject to withholding tax because it is effectively connected to its conduct of a trade or business in the U.S.) or IRS Form W-8BEN (claiming an exemption from or reduction in withholding tax under an applicable income tax treaty).

A Non-U.S. Holder will generally not be subject to U.S. federal income tax on any gain realized on the sale, exchange or redemption of a Note, unless (i) such gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the U.S. or (ii) in the case of gain realized by an individual holder, the holder is present in the U.S. for 183 days or more in the taxable year of the retirement or disposition and certain other conditions are met.

Notwithstanding the foregoing, a Non-U.S. Holder generally will be taxed in the same manner as a U.S. Holder with respect to interest (including OID) income or gain that is effectively connected with its U.S. trade or business and, if required by an applicable income tax treaty, that is attributable to its U.S. “permanent establishment,” unless such treaty provides otherwise. In addition, under certain circumstances, effectively connected earnings and profits of a corporate Non-U.S. Holder may be subject to a “branch profits” tax imposed at a 30% rate or at such lower rate as may be specified by an applicable income tax treaty.

Information Reporting and Backup Withholding

Under current U.S. federal income tax law, information reporting requirements apply with respect to payments made to U.S. Holders of principal, interest and OID on, and the proceeds of dispositions (including retirements and redemptions) of, Notes unless an exemption exists. In addition, if a U.S. Holder is not exempt, such U.S. Holder will be subject to backup withholding tax (currently at a rate of 28%) in respect of such payments if, among other things, that U.S. Holder does not provide his or her correct taxpayer identification number to us or our paying agent. All individuals are subject to these requirements. In general, corporations are exempt from these requirements. Backup withholding tax is not an additional tax and may be credited against a U.S. Holder’s U.S. federal income tax liability (and may entitle you to a refund), provided that correct information is timely provided to the IRS.

A Non-U.S. Holder will not be subject to backup withholding and information reporting with respect to payments made by us with respect to the Notes if the beneficial owner has provided us with an IRS Form W-8BEN and we do not have actual knowledge or reason to know that such

193

Non-U.S. Holder is a U.S. person. In addition, no backup withholding will be required regarding the gross proceeds of the sale of Notes made within the United States or conducted through certain U.S. financial intermediaries if the payor receives that statement described above and does not have actual knowledge or reason to know that the Non-U.S. Holder is a U.S. person or the Non-U.S. Holder otherwise establishes an exemption. Backup withholding is not an additional tax. Any amounts so withheld will be allowed as a credit against such non-U.S. Holder’s federal income tax liability and may entitle you to a refund provided you timely furnish the required information to the IRS.

194

PLAN OF DISTRIBUTION

Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Old Notes, where such Old Notes were acquired as a result of market-making activities or other trading activities. Starting on the Expiration Date and ending on the close of business 90 days after the Expiration Date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until the date that is 90 days from the date of original issuance of the New Notes, all dealers effecting transactions in the New Notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of New Notes by broker-dealers. New Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Notes. Any broker-dealer that resells New Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such New Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 90 days after the Expiration Date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the Notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

USE OF PROCEEDS

We will not receive any proceeds from the issuance of New Notes in the exchange offer. In consideration for issuing the New Notes, we will receive Old Notes in like principal amount. The Old Notes surrendered in exchange for the New Notes will be retired and cancelled.

LEGAL MATTERS

The validity of the New Notes will be passed upon for us by Cleary Gottlieb Steen & Hamilton LLP, New York, New York.

EXPERTS

The consolidated financial statements of Nationstar Mortgage LLC at December 31, 2009 and 2008, and for each of the three years in the period ended December 31, 2009, appearing in this Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

195

Nationstar Mortgage LLC

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS

Audited Financial Statements
Report of Independent Auditors	F-2
Consolidated Balance Sheets—December 31, 2009 and December 31, 2008	F-3
Consolidated Statements of Operations—For the years ended December 31, 2009, December 31, 2008 and December 31, 2007	F-4
Consolidated Statements of Members’ Equity—For the years ended December 31, 2009, December 31, 2008 and December 31, 2007	F-5
Consolidated Statements of Cash Flows Equity—For the years ended December 31, 2009, December 31, 2008 and December 31, 2007	F-6
Notes to Consolidated Financial Statements	F-8
Unaudited Consolidated Financial Statements
Consolidated Balance Sheets—September 30, 2010 (unaudited) and December 31, 2009	F-48
Unaudited Consolidated Statements of Operations—For the nine months ended September 30, 2010 and 2009	F-49
Consolidated Statements of Members’ Equity—For the nine months ended September 30, 2010 (unaudited) and for the year ended December 31, 2009	F-50
Unaudited Consolidated Statements of Cash Flows—For the nine months ended September 30, 2010 and 2009	F-51
Unaudited Notes to Consolidated Financial Statements	F-53

F-1

REPORT OF INDEPENDENT AUDITORS

The Members

Nationstar Mortgage LLC

We have audited the accompanying consolidated balance sheets of Nationstar Mortgage LLC and subsidiaries (the Company) as of December 31, 2009 and 2008, and the related consolidated statements of operations, members’ equity, and cash flows for each of the three years in the period ended December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Nationstar Mortgage LLC and subsidiaries at December 31, 2009 and 2008, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

/s/  Ernst & Young LLP

Dallas, Texas

March 3, 2010,

except for Note 24, as which the date is

December 20, 2010

F-2

NATIONSTAR MORTGAGE LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31
	2009		2008
	(in thousands)
Assets
Cash and cash equivalents	$	41,645	$	9,357
Restricted cash		52,795		21,032
Accounts receivable		509,974		355,974
Mortgage loans held for sale		203,131		560,354
Mortgage loans held for investment, subject to nonrecourse debt		301,910		—
Investment in debt securities—available-for-sale		2,486		9,294
Receivables from affiliates		12,574		12,263
Mortgage servicing rights		114,605		110,808
Property and equipment, net		6,575		5,313
Real estate owned, net		10,262		21,822
Other assets		24,228		15,784
Total assets	$	1,280,185	$	1,122,001
Liabilities and members’ equity
Notes payable	$	771,857	$	810,041
Payables and accrued liabilities		66,830		53,961
Derivative financial instruments		—		2,077
Nonrecourse debt—Legacy Assets		177,675		—
Total liabilities		1,016,362		866,079
Commitments and contingencies (Note 14)
Total members’ equity		263,823		255,922
Total liabilities and members’ equity	$	1,280,185	$	1,122,001

See accompanying notes.

F-3

NATIONSTAR MORTGAGE LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31
	2009			2008			2007
				(in thousands)
Revenues:
Servicing fee income	$	90,195		$	68,052		$	45,710
Other fee income		10,023			5,955			591
Total fee income		100,218			74,007			46,301
Loss on mortgage loans held for sale		(21,349	)		(86,663	)		(94,673	)
Total revenues		78,869			(12,656	)		(48,372	)
Expenses and impairments:
Salaries, wages, and benefits		90,689			61,783			118,026
General and administrative		30,494			22,194			55,247
Loss on sale of foreclosed real estate		7,512			2,567			2,733
Occupancy		6,863			6,021			34,691
Loss on available-for-sale securities—other-than-temporary		6,809			55,212			36,525
Goodwill impairment		—			—			12,000
Total expenses and impairments		142,367			147,777			259,222
Other income (expense):
Interest income		52,518			92,060			163,022
Interest expense		(69,883	)		(65,548	)		(118,553	)
Loss on interest rate swaps and caps		(14	)		(23,689	)		(21,353	)
Total other income (expense)		(17,379	)		2,823			23,116
Net loss	$	(80,877	)	$	(157,610	)	$	(284,478	)

See accompanying notes.

F-4

NATIONSTAR MORTGAGE LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF MEMBERS’ EQUITY

Years Ended December 31, 2009, 2008 and 2007

				Accumulated
				Other			Total
	Member			Comprehensive			Members’
	Units			Loss			Equity
				(in thousands)
Balance at January 1, 2007	$	139,794		$	—		$	139,794
Capital contributions		408,000			—			408,000
Distribution to members		(49	)		—			(49	)
Share-based compensation		2,332			—			2,332
Comprehensive loss:
Net loss		(284,478	)		—			(284,478	)
Change in unrealized loss on investment in debt securities		—			(3,903	)		(3,903	)
Total comprehensive loss								(288,381	)
Balance at December 31, 2007		265,599			(3,903	)		261,696
Capital contributions		145,600			—			145,600
Share-based compensation		2,333			—			2,333
Comprehensive loss:
Net loss		(157,610	)		—			(157,610	)
Reclassification of loss on investment in debt securities due to other-than-temporary impairments		—			3,903			3,903
Total comprehensive loss								(153,707	)
Balance at December 31, 2008		255,922			—			255,922
Capital contributions		87,951			—			87,951
Share-based compensation		827			—			827
Net loss and comprehensive loss		(80,877	)		—			(80,877	)
Balance at December 31, 2009	$	263,823		$	—		$	263,823

See accompanying notes.

F-5

NATIONSTAR MORTGAGE LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31
	2009			2008			2007
				(in thousands)
Operating activities
Net loss	$	(80,877	)	$	(157,610	)	$	(284,478	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Share-based compensation		827			2,333			2,332
Loss on mortgage loans held for sale		21,349			86,663			94,673
Loss on sale of foreclosed real estate		7,512			2,567			2,733
Depreciation and amortization		1,767			1,309			3,402
Accretion of discount on securities		—			(4,422	)		(3,250	)
Impairment of investments in debt securities		6,809			55,212			36,525
Loss on interest rate swaps and caps		14			23,689			21,353
Unrealized gains/losses on derivative financial instruments		(2,436	)		2,077			27,871
Change in fair value on mortgage servicing rights		27,915			11,701			16,015
Amortization of debt discount		21,287			8,879			5,034
Amortization of other intangible assets		—			—			18,039
Amortization of premiums/discounts		(1,394	)		(85	)		632
Goodwill impairment		—			—			12,000
Mortgage loans originated and purchased, net of fees		(1,480,549	)		(545,860	)		(4,426,145	)
Cost of loans sold, net of fees		1,007,369			513,924			4,898,965
Principal payments/prepayments received and other changes in mortgage loans originated as held for sale		470,072			201,184			469,113
Changes in assets and liabilities:
Accounts receivable		(154,000	)		(165,566	)		(73,220	)
Receivables from affiliates		66,940			2,452			(77,173	)
Other assets		(9,115	)		38,363			(7,316	)
Payables and accrued liabilities		12,869			(36,598	)		(13,869	)
Net cash provided by (used in) operating activities		(83,641	)		40,212			723,236

Continued on following page

F-6

NATIONSTAR MORTGAGE LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

	Year Ended December 31
	2009			2008			2007
				(in thousands)
Investing activities
Proceeds from sales of real estate owned	$	34,181		$	29,276		$	21,078
Purchase of mortgage servicing rights, net of liabilities incurred		(1,169	)		(19,013	)		(9,198	)
Interest rate swap settlements		—			(51,570	)		—
Property and equipment additions, net of disposals		(3,029	)		(1,772	)		3,598
Purchase of investment in debt securities		—			—			(113,757	)
Principal payments received on debt securities		—			8,436			11,962
Net cash provided by (used in) investing activities		29,983			(34,643	)		(86,317	)
Financing activities
Transfers to restricted cash, net		(31,763	)		(9,871	)		(4,549	)
Issuance of non-recourse debt, net		191,272			—			—
Repayment of non-recourse debt		(15,809	)		—			—
Decrease in notes payable		(60,395	)		(157,266	)		(999,060	)
Debt financing costs		(18,059	)		(15,926	)		(10,345	)
Distributions to members		—			—			(49	)
Capital contributions from members		20,700			145,600			408,000
Net cash provided by (used in) financing activities		85,946			(37,463	)		(606,003	)
Net increase (decrease) in cash and cash equivalents		32,288			(31,894	)		30,916
Cash and cash equivalents at beginning of year		9,357			41,251			10,335
Cash and cash equivalents at end of year	$	41,645		$	9,357		$	41,251
Supplemental disclosures of noncash activities
Transfer of mortgage loans held for sale to real estate owned	$	73,264		$	65,304		$	60,063
Mortgage servicing rights resulting from sale or securitization of mortgage loans		8,332			4,522			39,668
Transfer of mortgage loans held for investment to real estate owned		12,990			—			—
Transfer of mortgage loans held for sale to mortgage loans held for investment		319,183			—			—
Contribution of intercompany payable from parent		67,251			—			—
Financing of acquisition of mortgage servicing rights		22,211			—			—
Retained beneficial interests resulting from securitization of mortgage loans		—			—			111,545
Unrealized loss on investment in debt securities recorded to other comprehensive loss		—			—			3,903

See accompanying notes.

F-7

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements

1.   Description of the Companies and Basis of Presentation

General

The consolidated financial statements include the accounts of Nationstar Mortgage LLC (Nationstar), formerly Centex Home Equity Company, LLC (CHEC), a Delaware limited liability company, and its wholly owned subsidiaries, after the elimination of intercompany balances and transactions. Nationstar is a subsidiary of FIF HE Holdings LLC (FIF), a subsidiary of Fortress Private Equity Funds III and IV (Fortress).

Nature of Business

Nationstar’s principal business is the origination and selling or securitization of single-family conforming mortgage loans to government-sponsored entities and the servicing of residential mortgage loans for others.

The sale or securitization of mortgage loans typically involves Nationstar retaining the right to service the mortgage loans that it sells. The servicing of mortgage loans includes the collection of principal and interest payments and the assessment of ancillary fees related to the servicing of mortgage loans. Additionally, Nationstar may occasionally obtain additional servicing rights through the acquisition of servicing portfolios from third parties.

2.   Significant Accounting Policies

Use of Estimates in Preparation of Consolidated Financial Statements

The accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States (GAAP). The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates due to factors such as adverse changes in the economy, increases in interest rates, declines in home prices or discrete events adversely affecting specific borrowers, and such differences could be material.

Nationstar evaluated subsequent events through the date these consolidated financial statements were available for issuance.

Reclassification Adjustments

Certain prior-period amounts have been reclassified to conform to the current-period presentation.

Cash and Cash Equivalents

Cash and cash equivalents include unrestricted cash on hand and other highly liquid investments having an original maturity of less than three months.

Restricted Cash

Restricted cash consists of custodial accounts related to Nationstar’s portfolio securitizations or to collections on certain mortgage loans and mortgage loan advances that have been pledged to a financial services company under a Master Repurchase Agreement. Restricted cash also includes certain fees collected on mortgage loan payments that are required to be remitted to a government- sponsored entity (GSE) to settle outstanding guarantee fee requirements.

F-8

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

2.   Significant Accounting Policies (continued)

Mortgage Loans Held for Sale

Beginning in the third quarter of 2007, Nationstar adopted a strategy of originating mortgage loan products primarily for the purpose of selling to government-sponsored entities or other third- party investors in the secondary market. Generally, all newly originated mortgage loans held for sale are delivered to third-party purchasers or securitized within three months after origination.

Through September 30, 2009, mortgage loans held for sale were carried at the lower of amortized cost or fair value on an aggregate basis grouped by delinquency status. Nationstar estimates fair value by evaluating a variety of market indicators including recent trades and outstanding commitments, calculated on an aggregate basis (see Note 16).

Effective October 1, 2009, Nationstar elected to measure newly originated prime residential mortgage loans held for sale at fair value, as permitted under Statement of Financial Accounting Standards (SFAS) No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115, as codified in FASB Accounting Standards Codification (ASC) 825, Financial Instruments.

In connection with Nationstar’s election to measure mortgage loans held for sale at fair value, Nationstar is no longer permitted to defer the loan origination fees, net of direct loan origination costs associated with these loans. Prior to October 1, 2009, Nationstar deferred all nonrefundable fees and costs as required under SFAS No. 91, Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases, as codified in ASC 310, Receivables. In accordance with this guidance, loan origination fees, net of direct loan origination costs were capitalized and added as an adjustment to the basis of the individual loans originated. These fees are accreted into income as an adjustment to the loan yield over the life of the loan or recognized when the loan is sold to a third party purchaser.

Mortgage Loans Held for Investment, Net

Mortgage loans held for investment principally consist of nonconforming or subprime mortgage loans securitized which serve as collateral for the issued debt. These loans were transferred on October 1, 2009, from mortgage loans held for sale at fair value on the transfer date, as determined by the present value of expected future cash flows, with no valuation allowance recorded. The difference between the undiscounted cash flows expected and the investment in the loan is recognized as interest income on a level-yield method over the life of the loan. Contractually required payments for interest and principal that exceed the undiscounted cash flows expected at transfer are not recognized as a yield adjustment or as a loss accrual or a valuation allowance. Increases in expected cash flows subsequent to the transfer are recognized prospectively through adjustment of the yield on the loans over the remaining life. Decreases in expected cash flows subsequent to transfer are recognized as a valuation allowance.

Allowance for Loan Losses on Mortgage Loans Held for Investment

An allowance for loan losses is established by recording a provision for loan losses in the consolidated statement of operations when management believes a loss has occurred on a loan held for investment. When management determines that a loan held for investment is partially or fully uncollectible, the estimated loss is charged against the allowance for loan losses. Recoveries on losses previously charged to the allowance are credited to the allowance at the time the recovery is collected.

F-9

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

2.   Significant Accounting Policies (continued)

All mortgage loans held for investment were transferred from mortgage loans held for sale at fair value in October 2009, and no additional impairments or adverse changes in assumptions were identified subsequent to the transfer in 2009 that would require the recording of an allowance for loan losses.

Investment in Debt Securities

Investment in debt securities consists of beneficial interests Nationstar retains in securitization transactions accounted for as a sale under the guidance of SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as codified in ASC 860, Transfers and Servicing. These securities are classified as available-for-sale securities, and are therefore carried at their market value with the net unrealized gains or losses reported in the comprehensive income (loss) component of members’ equity. Nationstar accounts for debt securities based on ASC 320, Investments—Debt and Equity Securities. Nationstar evaluates investment in debt securities for impairment each quarter, and investment in debt securities is considered to be impaired when the fair value of the investment is less than its cost. The impairment is separated into impairments related to credit losses, which are recorded in current-period operations, and impairments related to all other factors, which are recorded in other comprehensive income/(loss). Substantially all impairments related to Nationstar’s investment in debt securities were credit related.

Receivables from Affiliates

Nationstar engages in periodic transactions with Nationstar Regular Holdings, Ltd., a subsidiary of FIF. These transactions typically involve the monthly payment of principal and interest advances that are required to be remitted to the securitization trusts as required under various Pooling and Servicing Agreements. These amounts are later repaid to Nationstar when principal and interest advances are recovered from the respective borrowers.

Mortgage Servicing Rights (MSRs)

Nationstar recognizes MSRs related to all existing residential mortgage loans transferred to a third party in a transfer that meets the requirements for sale accounting. Additionally, Nationstar may acquire the rights to service residential mortgage loans that do not relate to assets transferred by Nationstar through the purchase of these rights from third parties. Nationstar applies fair value accounting to these MSRs, with all changes in fair value recorded as charges or credits to servicing fee income.

Property and Equipment, Net

Property and equipment, net is comprised of land, furniture, fixtures, leasehold improvements, computer software, and computer hardware. These assets are stated at cost less accumulated depreciation. Repairs and maintenance are expensed as incurred. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets, usually three to ten years. Cost and accumulated depreciation applicable to assets retired or sold are eliminated from the accounts, and any resulting gains or losses are recognized at such time through a charge or credit to general and administrative expenses.

Real Estate Owned, Net

Nationstar holds real estate owned as a result of foreclosures on delinquent mortgage loans. Real estate owned is recorded at estimated fair value less costs to sell at the date of foreclosure. Any

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Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

2.   Significant Accounting Policies (continued)

subsequent declines in fair value are credited to a valuation allowance and charged to operations as incurred.

Derivative Financial Instruments

Beginning in 2008, Nationstar began entering into interest rate lock commitments (IRLCs) with prospective borrowers. These commitments are carried at fair value in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as codified in ASC 815, Derivatives and Hedging. ASC 815 clarifies that the expected net future cash flows related to the associated servicing of a loan should be included in the measurement of all written loan commitments that are accounted for at fair value through earnings. The estimated fair values of IRLCs are based on quoted market values and are recorded in other assets in the consolidated balance sheets. The initial and subsequent changes in the value of IRLCs are a component of gain (loss) on mortgage loans held for sale.

Nationstar actively manages the risk profiles of its IRLCs and mortgage loans held for sale on a daily basis. To manage the price risk associated with IRLCs, Nationstar enters into forward sales of mortgage backed securities (MBS) in an amount equal to the portion of the IRLC expected to close, assuming no change in mortgage interest rates. In addition, to manage the interest rate risk associated with mortgage loans held for sale, Nationstar enters into forward sales of MBS to deliver mortgage loan inventory to investors. The estimated fair values of forward sales of MBS and forward sale commitments are based on quoted market values and are recorded as an other asset or an accrued liability in the consolidated balance sheets. The initial and subsequent changes in value on forward sales of MBS are a component of gain (loss) on mortgage loans held for sale.

Periodically, Nationstar has entered into interest rate swap agreements to hedge the interest payment on the warehouse debt and securitization of its mortgage loans held for sale. These interest rate swap agreements generally require Nationstar to pay a fixed interest rate and receive a variable interest rate based on LIBOR. Unless designated as an accounting hedge, Nationstar records losses on interest rate swaps as a component of loss on interest rate swaps and caps in Nationstar’s consolidated statements of operations. Unrealized losses on undesignated interest rate derivatives are separately disclosed under operating activities in the consolidated statements of cash flows. At December 31, 2009, Nationstar had no interest rate swap agreements designated as accounting hedges.

During 2008, Nationstar entered into interest rate cap agreements to hedge the interest payment on the servicing advance facility. These interest rate cap agreements generally require an upfront payment and receive cash flow only when a variable rate based on LIBOR exceeds a defined interest rate. These interest rate cap agreements are not designated as hedging instruments, and unrealized gains and losses are recorded in loss on interest rate swaps and caps in Nationstar’s consolidated statements of operations.

Interest Income

Interest income is recognized using the interest method. Revenue accruals are suspended when the mortgage loan becomes contractually delinquent for 90 days or more. Delinquency payment status is based on the most recently received payment from the borrower. The accrual is resumed when the mortgage loan becomes less than 90 days contractually delinquent. Interest income also includes (1) interest earned on custodial cash deposits associated with the mortgage loans serviced and (2) deferred origination income, net of deferred origination costs and other revenues derived from the origination of mortgage loans, which is deferred and recognized over the life of a mortgage loan or recognized when the related loan is sold to a third-party purchaser. Effective October 1, 2009, in

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Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

2.   Significant Accounting Policies (continued)

connection with Nationstar’s election to measure mortgage loans held for sale at fair value, Nationstar is no longer permitted to defer the loan origination fees, net of direct loan origination costs for such loans originated subsequent to the election date.

Servicing Fee Income

Servicing fees include contractually specified servicing fees, late charges, prepayment penalties and other ancillary charges. Servicing encompasses, among other activities, the following processes: billing, collection of payments, movement of cash to the payment clearing bank accounts, investor reporting, customer service, recovery of delinquent payments, instituting foreclosure, and liquidation of the underlying collateral.

Nationstar recognizes servicing and ancillary fees as they are earned, which is generally upon collection of the payments from the borrower. In addition, Nationstar also receives various fees in the course of providing servicing on its various portfolios. These fees include modification fees for modifications performed outside of government programs, modification fees for modifications pursuant to various government programs, and incentive fees for servicing performance on specific GSE portfolios.

Fees recorded on modifications of mortgage loans held for investment performed outside of government programs are deferred and recognized as an adjustment to the loans held for investment. These fees are accreted into interest income as an adjustment to the loan yield over the life of the loan. Fees recorded on modifications of mortgage loans serviced by Nationstar for others are recognized on collection and are recorded as a component of service fee income. Fees recorded on modifications pursuant to various government programs are recognized when Nationstar has completed all necessary steps and the loans have performed for the minimum required time frame to establish eligibility for the fee. Revenue earned on modifications pursuant to various government programs are included as a component of service fee income. Incentive fees for servicing performance on specific GSE portfolios are recognized as various incentive standards are achieved and are recorded as a component of service fee income.

Sale of Mortgage Loans

Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from Nationstar, (2) the transferee has the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) Nationstar does not maintain effective control over the transferred assets through either (a) an agreement that entitles and obligates Nationstar to repurchase or redeem them before their maturity or (b) the ability to unilaterally cause the holder to return specific assets.

Loan securitizations structured as sales, as well as whole loan sales, are accounted for in accordance with ASC 860 and the resulting gains on such sales, net of any accrual for recourse obligations, are reported in operating results during the period in which the securitization closes or the sale occurs.

Share-Based Compensation Expense

Share-based compensation is recognized in accordance with SFAS No. 123(R), Share Based Payment, as codified in ASC 718, Compensation—Stock Compensation. This guidance requires all share-based payments to employees, including grants of employee stock options, to be recognized as

F-12

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

2.   Significant Accounting Policies (continued)

an expense in the consolidated statements of operations, based on their fair values. The amount of compensation is measured at the fair value of the awards when granted and this cost is expensed over the required service period, which is normally the vesting period of the award.

Advertising Costs

Advertising costs are expensed as incurred and are included as part of general and administrative expenses.

Income Taxes

For federal income tax purposes, Nationstar has elected to be a disregarded entity and is treated as a branch of its parent, FIF HE Holdings LLC. FIF HE Holdings LLC is taxed as a partnership, whereby all income is taxed at the member level. Certain states impose income taxes on LLC’s. However, Nationstar does not believe it is subject to material state or local income tax in any of the jurisdictions in which it does business.

Consolidated Statement of Cash Flows—Supplemental Disclosure

Total interest paid for the years ended December 31, 2009, 2008, and 2007, was approximately $47.6 million, $58.8 million, and $116.0 million, respectively.

Variable Interest Entities

Nationstar has been the transferor in connection with a number of securitizations or asset-backed financing arrangements, from which Nationstar has continuing involvement with the underlying transferred financial assets. Nationstar aggregates these securitizations or asset-backed financing arrangements into two groups: 1) securitizations of residential mortgage loans that were accounted for as sales and 2) financings accounted for as secured borrowings.

On securitizations of residential mortgage loans that were accounted for as sales, Nationstar’s continuing involvement typically includes acting as servicer for the mortgage loans held by the trust and holding beneficial interests in the trust. The beneficial interests held consist of both subordinate and residual securities that were retained at the time of the securitization. Because each of the securitization trusts is a qualifying special purpose entity (QSPE), Nationstar excludes the trusts from its consolidated financial statements.

A summary of the unconsolidated QSPE trusts is presented in the following table (in thousands).

	December 31
	2009		2008
Total collateral balance	$	3,240,879	$	3,880,749
Total certificate balance		3,262,995		3,707,696
Total beneficial interests held at fair value		2,486		9,294
Total mortgage servicing rights at fair value		20,505		26,848

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Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

2.   Significant Accounting Policies (continued)

A summary of mortgage loans transferred to unconsolidated QSPE trusts that are 60 days or more past due and the credit losses incurred in the QSPEs are presented below (in thousands).

Year Ended

Year Ended

Year Ended

December 31, 2009

December 31, 2008

December 31, 2007

Principal Amount of

Principal Amount of

Principal Amount of

Loans 60 Days or

Credit

Loans 60 Days or

Credit

Loans 60 Days or

Credit

More Past Due

Losses

More Past Due

Losses

More Past Due

Losses

Total securitization Trusts

$

1,172,822

$

27,734

$

979,556

$

16,708

$

401,491

$

964

Nationstar also maintains various agreements with special purpose entities (SPEs), under which Nationstar transfers mortgage loans and/or advances on residential mortgage loans in exchange for cash. These SPEs issue debt supported by collections on the transferred mortgage loans and/or advances. These transfers do not qualify for sale treatment because Nationstar continues to retain control over the transferred assets. As a result, Nationstar accounts for these transfers as financings and continues to carry the transferred assets and recognizes the related liabilities on Nationstar’s consolidated balance sheets. Collections on the mortgage loans and/or advances pledged to the SPEs are used to repay principal and interest and to pay the expenses of the entity. The holders of these beneficial interests issued by these SPEs do not have recourse to Nationstar and can only look to the assets of the SPEs themselves for satisfaction of the debt.

Nationstar evaluates each SPE for classification as a QSPE. QSPEs are not consolidated in Nationstar’s consolidated financial statements. When an SPE is determined to not be a QSPE, Nationstar further evaluates it for classification as a variable interest entity (VIE). When an SPE meets the definition of a VIE, and when it is determined that Nationstar is the primary beneficiary, Nationstar includes the SPE in its consolidated financial statements.

Nationstar considers the SPEs created for the purpose of issuing debt supported by collections on loans and/or advances that have been transferred to it as VIEs, and Nationstar is the primary beneficiary of these VIEs. Nationstar consolidates the assets and liabilities of the VIEs into its consolidated financial statements.

A summary of the assets and liabilities of these SPEs is presented in the following table (in thousands).

	December 31,
	2009		2008
Residential mortgage loans held for investment—unpaid principal balance	$	482,945	$	—
Real estate owned		10,262		—
Outstanding servicer advances		291,462		376,003
Total outstanding liabilities		447,535		318,676

New Accounting Standards

SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133, as codified in ASC 815. Among other things, SFAS No. 133, establishes the disclosure requirements for derivative instruments and for hedging activities. SFAS No. 161 amends and expands the disclosure requirements of SFAS No. 133 with the intent to provide users of financial statements with an enhanced understanding of (i) how and why an entity uses derivative instruments, (ii) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations, and (iii) how derivative instruments and related hedged items affect an entity’s

F-14

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

2.   Significant Accounting Policies (continued)

financial position, financial performance, and cash flows. SFAS No. 161 was effective for Nationstar on January 1, 2009. The adoption of SFAS No. 161 did not have any impact on Nationstar’s consolidated financial condition, liquidity, or results of operations.

FASB Staff Position FAS 140-3, Accounting for Transfers of Financial Assets and Repurchase Financing Transactions, as codified in ASC 860. FSP FAS 140-3 provides guidance on accounting for a transfer of a financial asset and a repurchase financing. It presumes that an initial transfer of a financial asset and a repurchase financing are considered part of the same arrangement (a linked transaction) unless certain criteria are met. If the criteria are not met, the linked transaction would be recorded as a net investment, likely as a derivative, instead of recording the purchased financial asset on a gross basis along with a repurchase financing. FSP FAS 140-3 was effective for Nationstar on January 1, 2009, and may only be applied prospectively to transactions that occur on or after that date. The adoption of FSP FAS 140-3 did not have a material impact on Nationstar’s consolidated financial condition, liquidity, or results of operations.

FASB Staff Position FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly, as codified in ASC 820, Fair Value Measurements and Disclosures (ASC 820). FSP FAS 157-4 provides guidance for determining whether a market is inactive and a transaction is distressed in order to apply the existing fair value measurement guidance in SFAS No. 157, Fair Value Measurements. In addition, FSP FAS 157-4 requires enhanced disclosures regarding financial assets and liabilities that are recorded at fair value. FSP FAS 157-4 was effective for interim and annual reporting periods ending after June 15, 2009, and was adopted for the annual reporting period ending December 31, 2009. The adoption of FSP FAS 157-4 did not have a material impact on Nationstar’s consolidated financial condition, liquidity, or results of operations.

FASB Staff Position FAS 115-2, FAS 124-2, and EITF 99-20-2, Recognition and Presentation of Other-Than-Temporary Impairments, as codified in ASC 320. FSP FAS 115-2 requires an entity to recognize the credit component of an other-than-temporary impairment of a debt security in earnings and the noncredit component in other comprehensive income (OCI) when the entity does not intend to sell the security and it is more likely than not that the entity will not be required to sell the security prior to recovery. FSP FAS 115-2 also requires expanded disclosures. FSP FAS 115-2 was effective for interim and annual reporting periods ending after June 15, 2009 and was adopted by Nationstar for the annual reporting period ending December 31, 2009. The adoption of FSP FAS 115-2 did not have any impact on Nationstar’s consolidated financial condition, liquidity, or results of operations.

SFAS No. 165, Subsequent Events, as codified in ASC 855, Subsequent Events. SFAS No. 165 provides general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In addition, SFAS No. 165 requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. SFAS No. 165 was effective for both interim or annual financial reporting periods ending after June 15, 2009. The adoption of SFAS No. 165 did not have any impact on Nationstar’s consolidated financial condition, liquidity, or results of operations.

SFAS No. 168, FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. SFAS No. 168 approved the FASB Accounting Standards Codification as the single source of authoritative non-governmental GAAP. The FASB Accounting Standards Codification was effective for interim or annual periods ending after September 15, 2009. All existing accounting standards have been superseded and all other accounting literature not included in the FASB Accounting Standards Codification will be considered nonauthoritative. The adoption of SFAS No. 168

F-15

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

2.   Significant Accounting Policies (continued)

did not have any impact on Nationstar’s consolidated financial condition, liquidity, or results of operations.

3.   Accounts Receivable

Accounts receivable consist primarily of accrued interest receivable on mortgage loans and securitizations, collateral deposits on surety bonds, and advances made to securitization trusts, as required under various servicing agreements related to delinquent loans, which are ultimately paid back to Nationstar from such trusts.

Accounts receivable consist of the following (in thousands):

	December 31,
	2009		2008
Delinquency advances	$	206,446	$	146,150
Corporate and escrow advances		275,001		189,402
Insurance deposits		6,025		5,000
Accrued interest		3,353		6,401
Other		19,149		9,021
Total accounts receivable	$	509,974	$	355,974

4.   Mortgage Loans Held for Sale and Investment

Mortgage loans held for sale consist of the following (in thousands):

	December 31,
	2009		2008
Mortgage loans held for sale—unpaid principal balance	$	201,121	$	781,641
Net deferred origination fees		—		(21,666	)
Valuation allowance		—		(199,621	)
Mark-to-market adjustment		2,010		—
Total mortgage loans held for sale	$	203,131	$	560,354

In November 2009, Nationstar completed the securitization of approximately $222 million of asset-backed securities, which was structured as a secured borrowing, resulting in carrying the securitized loans as mortgage loans on Nationstar’s consolidated balance sheets and recognizing the asset-backed certificates as nonrecourse debt. Prior to this securitization, Nationstar transferred $530.9 million in mortgage loans held for sale to mortgage loans held for investment. These mortgage loans were transferred to the held for investment classification at fair value on the transfer date. Subsequent to the transfer date, mortgage loans held for sale consisted principally of single-family conforming loans originated for sale to GSEs or the other third-party investors in the secondary market.

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Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

4.   Mortgage Loans Held for Sale and Investment (continued)

Mortgage loans held for investment as of December 31, 2009, include (in thousands):

Mortgage loans held for investment—unpaid principal balance	$	490,610
Transfer discount		(188,700	)
Allowance for loan losses		—
Mortgage loans held for investment, net	$	301,910

All mortgage loans held for investment were transferred from mortgage loans held for sale at fair value in October 2009, and no additional impairments or adverse changes in assumptions were identified subsequent to the transfer in 2009 that would require the recording of an allowance for loan losses.

Mortgage loans held for sale on a nonaccrual status are presented in the following table for the years indicated (in thousands):

	December 31
	2009		2008		2007
Mortgage loans held for sale	$	920	$	101,418	$	61,609

A reconciliation of the changes in mortgage loans held for sale to the amounts presented in the consolidated statements of cash flows for the dates indicated is presented in the following table (in thousands):

	December 31
	2009			2008
Mortgage loans held for sale—beginning balance	$	560,354		$	845,393
Mortgage loans originated and purchased, net of fees		1,480,549			545,860
Cost of loans sold, net of fees		(1,007,369	)		(513,924	)
Principal payments/prepayments received on mortgage loans held for sale		(437,956	)		(251,671	)
Transfer of mortgage loans held for sale to mortgage loans held for investment		(319,183	)		—
Transfer of mortgage loans held for sale to real estate owned		(73,264	)		(65,304	)
Mortgage loans held for sale—ending balance	$	203,131		$	560,354

F-17

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

5.   Investment in Debt Securities

The following table presents a summary of Nationstar’s bonds retained from securitization trusts for the periods indicated, which are classified as available-for-sale securities, and are therefore carried at fair value with changes in fair value recorded in other comprehensive loss (in thousands):

	December 31, 2009						December 31, 2008
	Outstanding		Accreted		Fair		Outstanding		Accreted		Fair
	Face		Cost		Value		Face		Cost		Value
Retained bonds security rating
BBs	$	68,432	$	2,486	$	2,486	$	80,526	$	7,990	$	7,990
Bs		—		—		—		13,506		1,214		1,214
Total retained bonds		68,432		2,486		2,486		94,032		9,204		9,204
Retained net interest margin securities		11,950		—		—		11,950		90		90
Total investment in debt securities	$	80,382	$	2,486	$	2,486	$	105,982	$	9,294	$	9,294

The following table presents a summary of unrealized gains (losses), both temporary and other-than-temporary, recognized on outstanding debt securities for the periods indicated (in thousands):

	Year Ended December 31, 2009					Year Ended December 31, 2008					Year Ended December 31, 2007
	Other-than-			Unrealized Gains		Other-than-			Unrealized Gains		Other-than-			Unrealized Gains
	Temporary			(Losses)(1)		Temporary(2)			(Losses)(1)		Temporary			(Losses)(1)
Retained bonds
security rating
BBs	$	(5,505	)	$	—	$	(40,901	)	$	—	$	(27,322	)	$	2,621
Bs		(1,214	)		—		(3,670	)		—		(5,418	)		1,031
Total retained bonds		(6,719	)		—		(44,571	)		—		(32,740	)		3,652
Retained net interest margin securities		(90	)		—		(10,641	)		—		(3,785	)		(7,555	)
Total investment in debt securities	$	(6,809	)	$	—	$	(55,212	)	$	—	$	(36,525	)	$	(3,903	)

(1)	Unrealized gains (losses) are recorded as a component of other comprehensive income (loss)
(2)	As part of the 2008 impairment charges, Nationstar reclassified approximately $3.9 million in unrealized losses from other comprehensive income (loss).

Management monitors market valuations and, based on the results of market events, has considered these securities to be other-than-temporarily impaired.

6.   Mortgage Servicing Rights

MSRs arise from contractual agreements between Nationstar and investors in mortgage securities and mortgage loans. Nationstar records MSR assets when it sells loans on a servicing- retained basis, at the time of securitization or through the acquisition or assumption of the right to

F-18

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

6.   Mortgage Servicing Rights (continued)

service a financial asset. Under these contracts, Nationstar performs loan servicing functions in exchange for fees and other remuneration.

The fair value of the MSRs is based upon the present value of the expected future cash flows related to servicing these loans. Nationstar receives a servicing fee ranging from 0.25% to 0.50% annually on the remaining outstanding principal balances of the loans. The servicing fees are collected from investors. Nationstar determines the fair value of the MSRs by the use of a cash flow model that incorporates prepayment speeds, discount rate, and other assumptions management believes are consistent with the assumptions other major market participants use in valuing the MSRs.

Nationstar used the following assumptions in estimating the fair value of MSRs for the dates indicated:

	December 31
	2009	2008
Discount rate	15.0%	15.0%
Total prepayment speeds	12.89% to 25.40%	16.24% to 25.61%
Expected weighted-average life	3.50 to 6.37 years	3.59 to 5.25 years
Credit losses	12.50% to 64.62%	10.61% to 44.34%

The activity of MSRs carried at fair value is as follows (in thousands):

	December 31
	2009			2008
Fair value at the beginning of the year	$	110,808		$	82,634
Additions:
Servicing resulting from transfers of financial assets		8,332			4,522
Purchases of servicing assets		23,380			35,353
Change in fair value:
Due to changes in valuation inputs or assumptions used in the valuation mode		(9,355	)		612
Other changes in fair value		(18,560	)		(12,313	)
Fair value at the end of the year	$	114,605		$	110,808
Unpaid principal balance of loans serviced for others	$	32,902,975		$	20,480,266

The following table shows the hypothetical effect on the fair value of the MSRs using various unfavorable variations of the expected levels of certain key assumptions used in valuing these assets at December 31, 2009 (in thousands).

							Total Prepayment
	Discount Rate						Speeds						Credit Losses
	100 bps			200 bps			10%			20%			10%			20%
	Adverse			Adverse			Adverse			Adverse			Adverse			Adverse
	Change			Change			Change			Change			Change			Change
Mortgage servicing rights	$	(1,947	)	$	(3,773	)	$	(3,255	)	$	(6,301	)	$	(3,485	)	$	(7,272	)

These sensitivities are hypothetical and should be evaluated with care. The effect on fair value of a 10% variation in assumptions generally cannot be determined because the relationship of the change in assumptions to the fair value may not be linear. Additionally, the impact of a variation in a particular assumption on the fair value is calculated while holding other assumptions constant. In reality, changes

F-19

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

6.   Mortgage Servicing Rights (continued)

in one factor may lead to changes in other factors (e.g., a decrease in total prepayment speeds may result in an increase in credit losses), which could impact the above hypothetical effects.

In November 2008, Nationstar acquired MSRs on a portfolio of residential mortgage loans with an aggregate unpaid principal balance of $12.7 billion from a third-party servicer. Nationstar’s share of the acquisition price was $35.4 million. The remaining share of the acquisition price was paid by a third-party investor in the underlying loans. Contemporaneously, Nationstar and the third-party investor entered into a supplemental servicing agreement, which, among other matters, established that any sale by Nationstar of these servicing rights had to be approved by the investor and that if Nationstar were to sell the MSRs in the five-year period following the acquisition transaction, Nationstar would be entitled to the proceeds from the sale of up to a specified amount of the then existing aggregate unpaid principal balance of the underlying mortgage loans, the investor would be entitled to a specified amount, and the remaining excess proceeds, if any, over and above these allocations would be retained by Nationstar. In October 2009, Nationstar acquired MSRs on a portfolio of residential mortgage loans with an aggregate unpaid principal balance of $12.3 billion from another third party servicer. Nationstar’s share of the acquisition price of these servicing rights was $23.4 million. The remaining share of the acquisition price was paid by a third-party investor in the underlying loans. Contemporaneously, Nationstar and the third-party investor entered into a supplemental servicing agreement, which, among other matters, established that any sale by Nationstar of these servicing rights had to be approved by the investor and that if Nationstar were to sell the MSRs following the acquisition transaction, Nationstar would be entitled to the proceeds from the sale of up to a specified amount of the then existing aggregate unpaid principal balance of the underlying mortgage loans, the investor would be entitled to a specified amount, and the remaining excess proceeds, if any, over and above these allocations would be retained by Nationstar. Nationstar carries these mortgage servicing rights at their estimated fair value, which is net of the amount, if any, that would have to be remitted to a third-party investor if the sale of the servicing rights were to be consummated on the balance sheet date. Under the supplemental servicing agreement, Nationstar is entitled to all of the contractually specified servicing fees, ancillary fees and also certain incentive fees, if certain performance conditions are met, and does not share these servicing revenues with the investor.

Total servicing and ancillary fees from Nationstar’s portfolio of residential mortgage loans are presented in the following table for the years indicated (in thousands):

	For the Years Ended
	December 31,
	2009		2008		2007
Servicing fees	$	89,893	$	60,021	$	41,535
Ancillary fees		28,642		19,734		26,080
Total servicing and ancillary fees	$	118,535	$	79,755	$	67,615

F-20

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

7.   Other Assets

Other assets consisted of the following (in thousands):

	December 31,
	2009		2008
Deferred financing costs	$	11,786	$	12,312
Derivative financial instruments		7,236		1,216
Prepaid expenses		2,791		2,256
Other		2,415		—
Total other assets	$	24,228	$	15,784

8.   Derivative Financial Instruments

The following table provides the outstanding notional balances and fair values of outstanding positions for the dates indicated, and recorded gains (losses) during the years indicated (in thousands).

						Recorded
	Expiration	Outstanding				Gains /
	Dates	Notional		Fair Value		Losses
Year-ended December 31, 2009
Other Assets
IRLCs	2010	$	278,181	$	2,414	$	1,207
Forward MBS trades	2010		292,553		3,383		(210	)
Loan sale commitments	2010		56,131		1,439		1,439
Interest rate cap agreements	2011		344,075		—		(14	)
Interest rate swap	2010-2013		220,000		—		—
Year-ended December 31, 2008
Other Assets
IRLCs	2009	$	114,784	$	1,207	$	1,207
Interest rate cap agreements	2011		350,000		9		9
Payables and accrued liabilities
Forward MBS trades	2009		139,391		2,077		2,077
Interest rate swaps	—		—		—		(23,689	)

During 2007, Nationstar recorded unrealized losses associated with interest rate swaps of approximately $21.4 million, which were included in loss on interest rate swaps and caps.

9.   Securitizations

When Nationstar sells mortgage loans in securitization transactions that qualify as sales under ASC 860, it may retain one or more bond classes and servicing rights in the securitization. Gains and losses on the assets transferred are recognized based on the carrying amount of the financial assets involved in the transfer, allocated between the assets transferred and the retained interests based on their relative fair value at the date of transfer, other than MSRs. Retained MSRs are recorded at their fair value on the transfer date.

F-21

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

9.   Securitizations (continued)

Details of the securitizations qualifying as sales for the year ended December 31, 2007, are as follows (in thousands):

					Allocated
					Value of
			Mortgage		Interests
	Net Bond		Servicing		Continuing to		Carrying Value		Gain
	Proceeds		Rights Retained		be Held		of Loans Sold		Recognized
Nationstar Home Equity Series 2007-A	$	728,861	$	5,559	$	27,648	$	734,239	$	27,829
Nationstar Home Equity Series 2007-B		816,142		6,249		17,873		822,022		18,242
Nationstar Home Equity Series 2007-C		742,139		5,491		8,990		735,628		20,992
Nationstar Home Equity Series 2007-FRE1		1,512,458		12,165		57,034		1,579,498		2,159

Nationstar did not sell any mortgage loans in securitization transactions that qualified as sales for the years ended December 31, 2009 and 2008.

The value of retained interests represents the present value of Nationstar’s right to receive, over the life of the securitization, the excess of the weighted-average coupon on the loans securitized over the interest rates on the securities sold, a normal servicing fee, a trustee fee, and an insurance fee, where applicable, net of the credit losses relating to the loans securitized.

Certain cash flows received from securitization trusts accounted for as sales for the dates indicated were as follows (in thousands):

December 31, 2009

December 31, 2008

December 31, 2007

Servicing

Servicing

Servicing

Fees

Loan

Fees

Loan

Fees

Loan

Received

Repurchases

Received

Repurchases

Received

Repurchases

Total securitization trusts

$

32,593

$

—

$

25,535

$

—

$

14,639

$

—

F-22

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

10.  Indebtedness

A summary of the balances of notes payable for the dates indicated is presented below (in thousands).

	December 31, 2009				December 31, 2008
			Collateral				Collateral
	Outstanding		Pledged		Outstanding		Pledged
Financial services company repurchase facility(1)	$	149,449	$	159,281	$	291,834	$	652,816
Financial services company unsecured line of credit(1)		88,915		N/A		125,000		N/A
Financial institutions repurchase facility (2007)		—		—		74,531		192,876
Financial institutions repurchase facility (2009)(1)		31,582		33,245		—		—
Financial services company 2007-1 servicer advance facility		—		—		318,676		376,003
Financial services company 2009-ADV1 advance facility(1)		240,935		291,462		—		—
GSE MSR facility(1)		21,286		23,185		—		—
GSE ASAP+ facility(1)		7,755		7,803		—		—
GSE EAF facility(1)		231,935		252,034		—		—
Total notes payable	$	771,857	$	767,010	$	810,041	$	1,221,695

(1) Guaranteed by FIF HE Holdings LLC

Nationstar has a Master Repurchase Agreement (MRA) with a financial services company, which expires in February 2010, which was subsequently extended to February 2011. The MRA states that from time to time Nationstar may enter into transactions, for an aggregate amount of $600 million, in which Nationstar agrees to transfer to the financial services company certain mortgage loans or mortgage-backed securities against the transfer of funds by the financial services company, with a simultaneous agreement by the financial services company to transfer such mortgage loans or mortgage-backed securities to Nationstar at a certain date, or on demand, against the transfer of funds from Nationstar. This MRA includes a $125 million unsecured line of credit that is guaranteed by Fortress. The interest rate is based on a published federal rate (CPFF ABCP) plus a spread. The spread depends on the underlying collateral and ranges between 1.50% and 2.50%.

Nationstar had an MRA with a financial institution. The MRA stated that from time to time Nationstar may enter into transactions, for an aggregate amount of $300 million, in which Nationstar agreed to transfer to the financial institution certain mortgage loans against the transfer of funds by the financial institution, with a simultaneous agreement by the financial institution to transfer such mortgage loans to Nationstar at a date certain, or on demand, against the transfer of funds from Nationstar. The interest rate was based on LIBOR plus a spread of 3.75%. This facility was scheduled to mature in December 2009.

Prior to expiration of the MRA with the financial institution, Nationstar entered into a second MRA with the same financial institution. This second MRA states that from time to time Nationstar may enter into transactions, for an aggregate amount of $50 million, in which Nationstar agrees to transfer to the same financial institution certain mortgage loans against the transfer of funds by the same financial institution, with a simultaneous agreement by the same financial institution to transfer

F-23

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

10.  Indebtedness (continued)

such mortgage loans to Nationstar at a certain date, or on demand, against the transfer of funds from Nationstar. The interest rate is based on LIBOR plus a spread of 4.00%. The maturity date of this second MRA with this same financial institution is October 2010.

Nationstar also maintained a facility with the financial services company, the 2007-1 Advance Facility, which had the capacity to purchase up to $350 million. The interest rate was based on LIBOR plus 3.00%. This facility matured in October 2009.

Upon expiration of the 2007-1 Advance Facility with the financial services company, Nationstar entered into a second agreement, the 2009-ADV1 Advance Facility, in December 2009. This facility has the capacity to purchase up to $350 million of advance receivables. The interest rate is based on LIBOR plus a spread ranging from 3.00% to 12.00%. The maturity date of this facility with the financial services company is December 2011. This debt is nonrecourse to Nationstar.

In connection with the October 2009 mortgage servicing rights acquisition, Nationstar executed a four-year note agreement with a GSE. As collateral for this note, Nationstar has pledged Nationstar’s rights, title, and interest in the acquired servicing portfolio. The interest rate is based on LIBOR plus 2.50%. The maturity date of this facility is October 2013.

During 2009, Nationstar began executing As Soon As Pooled Plus agreements with a GSE, under which Nationstar transfers to the GSE eligible mortgage loans that are to be pooled into the GSE MBS against the transfer of funds by the GSE. The interest rate is based on LIBOR plus a spread of 1.50%. These agreements typically have a maturity of up to 45 days.

In September 2009, Nationstar executed a one-year committed facility agreement with a GSE, under which Nationstar agrees to transfer to the GSE certain servicing advance receivables against the transfer of funds by the GSE. This facility has the capacity to purchase up to $375 million in eligible servicing advance receivables. The interest rate is based on LIBOR plus a spread of 2.50%. The maturity date of this facility is October 2010, which was subsequently extended to October 2010.

In November 2009, Nationstar completed the securitization of approximately $222 million of asset-backed securities, which was structured as a secured borrowing. This structure resulted in Nationstar carrying the securitized loans as mortgages on Nationstar’s consolidated balance sheet and recognizing the asset-backed certificates acquired by third parties as nonrecourse debt, totaling approximately $177.7 million at December 31, 2009. The principal and interest on these notes are paid using the cash flows from the underlying mortgage loans, which serve as collateral for the debt. The interest rate paid on the outstanding securities is 7.50%, which is subject to an available funds cap. The total outstanding principal balance on the underlying mortgage loans and real estate owned serving as collateral for the debt was approximately $515.5 million at December 31, 2009. Accordingly, the timing of the principal payments on this nonrecourse debt is dependent on the payments received on the underlying mortgage loans and liquidation of real estate owned. The outstanding principal balance on the outstanding notes was $206.6 million at December 31, 2009.

In February 2010, Nationstar executed a MRA with a financial institution, under which Nationstar may enter into transactions, for an aggregate amount of $25 million, in which Nationstar agrees to transfer to the same financial institution certain mortgage loans against the transfer of funds by the same financial institution, with a simultaneous agreement by the same financial institution to transfer such mortgage loans to Nationstar at a date certain, or on demand, against the transfer of funds from Nationstar. The interest rate is based on LIBOR plus a spread of 2.75%. The maturity date of this MRA is August 2010.

F-24

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

10.  Indebtedness (continued)

As of December 31, 2009, Nationstar was in compliance with its covenants on Nationstar’s borrowing arrangements and credit facilities. These covenants generally relate to Nationstar’s tangible net worth, liquidity reserves, and leverage requirements.

11.  Repurchase Reserves

Certain whole loan sale contracts include provisions requiring Nationstar to repurchase a loan if a borrower fails to make certain initial loan payments due to the acquirer or if the accompanying mortgage loan fails to meet certain representations and warranties. In addition, an investor may request that Nationstar refund a portion of the premium paid on the sale of mortgage loans if a loan is prepaid within a certain amount of time from the date of sale. Nationstar records a provision for estimated repurchases and premium recapture on loans sold, which is charged to gain (loss) on mortgage loans held for sale. Reserve for repurchases are included as a component of payables and accrued liabilities. While the ultimate amount of repurchases and premium recapture is an estimate, Nationstar considers the liability to be adequate.

The activity of the outstanding repurchase reserves were as follows (in thousands):

	December 31,
	2009			2008			2007
Repurchase reserves, beginning of period	$	3,965		$	4,196		$	3,968
Additions		820			1,164			3,474
Charge-offs		(1,137	)		(1,395	)		(3,246	)
Repurchase reserves, end of period	$	3,648		$	3,965		$	4,196

12.  General and Administrative

General and administrative expense consists of the following for the dates indicated (in thousands).

	December 31
	2009		2008			2007
Depreciation and amortization	$	1,767	$	1,309		$	3,402
Advertising		3,882		3,318			14,512
Equipment		3,300		3,359			9,814
Servicing		1,951		1,739			4,546
Telecommunications		1,590		1,479			3,497
Legal and professional fees		9,610		6,184			5,592
Postage		2,315		1,057			1,413
Stationary and supplies		1,500		903			1,509
Travel		827		740			3,408
Dues and fees		2,264		1,383			2,089
Insurance and taxes		1,218		1,680			1,749
Other		270		(957	)		3,716
Total general and administrative expense	$	30,494	$	22,194		$	55,247

F-25

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

13.  Members’ Equity

The limited liability company interests in FIF HE Holdings LLC are represented by four separate classes of units, Class A Units, Class B Units, Class C Preferred Units, and Class D Preferred Units, as defined in the FIF HE Holdings LLC Amended and Restated Limited Liability Company Agreement dated December 31, 2008 (the Agreement). Class A Units have voting rights and Class B Units, Class C Preferred Units, and Class D Preferred Units have no voting rights. Distributions and allocations of profits and losses to members are made in accordance with the Agreement. Class C Preferred Units and Class D Preferred Units represent preferred priority return units, accruing distribution preference on any contributions at an annual rate of 15% and 20%, respectively.

A total of 100,887 Company Match Class A Units were granted to certain management members on the date of the acquisition of CHEC. Subsequently, the Company Match Class A Units were increased to 141,707, net of forfeitures. No consideration was paid for the Company Match Class A Units, and these units vest in accordance with the Vesting Schedule per the Agreement, generally in years three through five after grant date.

Total share-based compensation expense, net of forfeitures,are provided in the table below for the years indicated.

	December 31,
	2009		2008		2007
Share-based compensation	$	827	$	2,333	$	2,332

14.  Commitments and Contingencies

Nationstar leases various office facilities under noncancelable lease agreements with primary terms extending through fiscal 2016. These lease agreements generally provide for market-rate renewal options, and may provide for escalations in minimum rentals over the lease term (See Note 19).

Minimum annual rental commitments for office leases with unrelated parties and with initial or remaining terms of one year or more, net of sublease payments, are presented below (in thousands).

2010	$	5,719
2011		5,700
2012		4,941
2013		5,002
Thereafter		5,315
Total	$	26,677

Nationstar is engaged in legal actions arising from the normal course of business. In management’s opinion, Nationstar has adequate legal defenses with respect to these actions, and the resolution of these matters is not expected to have a material adverse effect upon the consolidated results of operations or financial condition of Nationstar.

During December 2009, Nationstar entered into a strategic relationship with a major mortgage market participant, which contemplates, among other things, significant mortgage servicing rights and subservicing transfers to Nationstar upon terms to be determined. Under this arrangement, if certain delivery thresholds have been met, the market participant may require Nationstar to establish an operating division or newly created subsidiary with separate, dedicated employees within a specified timeline to service such mortgage servicing rights and subservicing. After a specified time period, this market participant may purchase the subsidiary at an agreed upon price.

F-26

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

15.  Employee Benefits

Nationstar holds a contributory defined contribution plan (401(k) plan) that covers substantially all full-time employees. Nationstar matches 50% of participant contributions, up to 6% of each participant’s total annual base compensation. Matching contributions totaled approximately $1.0 million, $0.8 million, and $1.6 million for the years ended December 31, 2009, 2008, and 2007, respectively.

16.  Fair Value Measurements

SFAS No. 157, as codified in ASC 820 provides a definition of fair value, establishes a framework for measuring fair value, and requires expanded disclosures about fair value measurements. The standard applies when GAAP requires or allows assets or liabilities to be measured at fair value and, therefore, does not expand the use of fair value in any new circumstance.

SFAS No. 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, SFAS No. 157 establishes a three-tiered fair value hierarchy based on the level of observable inputs used in the measurement of fair value (e.g., Level 1 representing quoted prices for identical assets or liabilities in an active market; Level 2 representing values using observable inputs other than quoted prices included within Level 1; and Level 3 representing estimated values based on significant unobservable inputs). In addition, SFAS No. 157 requires an entity to consider all aspects of nonperformance risk, including its own credit standing, when measuring the fair value of a liability. Under SFAS No. 157, related disclosures are segregated for assets and liabilities measured at fair value based on the level used within the hierarchy to determine their fair values.

The following describes the methods and assumptions used by Nationstar in estimating fair values:

Cash and Cash Equivalents, Restricted Cash, Notes Payable—The carrying amount reported in the consolidated balance sheets approximates fair value.

Mortgage Loans Held for Sale—Nationstar originates mortgage loans in the U.S. that it intends to sell to Fannie Mae, Freddie Mac, and GNMA (collectively, the Agencies). Additionally, Nationstar holds mortgage loans that it intends to sell into the secondary markets via whole loan sales or securitizations. In 2008, the entire mortgage loans held for sale portfolio was accounted for at the lower of cost or market (LOCOM), as required under GAAP. Only those loans that were being carried at market under LOCOM were included within Nationstar’s nonrecurring fair value measurement tables for the year ended December 31, 2008. Effective October 2009, in conjunction with Nationstar’s election under SFAS No. 159 as codified in ASC 825, Nationstar began measuring newly originated prime residential mortgage loans held for sale at fair value.

Mortgage loans held for sale are typically pooled together and sold into certain exit markets, depending upon underlying attributes of the loan, such as agency eligibility, product type, interest rate, and credit quality. Two valuation methodologies are used to determine the fair value of mortgage loans held for sale. The methodology used depends on the exit market as described below.

Loans valued using observable market prices for identical or similar assets—This includes all mortgage loans that can be sold to the Agencies, which are valued predominantly using quoted market prices for securities backed by similar types of loans. As these prices are derived

F-27

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

16.  Fair Value Measurements (continued)

from quoted market prices, Nationstar classifies these valuations as Level 2 in the fair value disclosures.

Loans valued using internal models—To the extent observable market prices are not available, Nationstar determines the fair value of non-agency mortgage loans held for sale using internally developed valuation models. These valuation models estimate the exit price Nationstar expects to receive in the loan’s principal market. Although Nationstar utilizes and gives priority to observable market inputs such as interest rates and market spreads within these models, Nationstar typically is required to utilize internal inputs, such as prepayment speeds, credit losses, and discount rates. These internal inputs require the use of judgment by Nationstar and can have a significant impact on the determination of the loan’s fair value. Accordingly, Nationstar classifies these valuations as Level 3 in the fair value disclosures. Nationstar used the following assumptions in estimating fair value of non-agency mortgage loans held for sale for the dates indicated:

	As of December 31, 2008
		Non-Performing
	Performing	(60 + Delinquencies)
Weighted-average life	4.9 years	1.3 years
Credit losses	20.2%	36.7%
Discount rate	10.8%	15.0%

In October 2009, Nationstar transferred all non-agency mortgage loans held for sale to a longterm investment classification.

Mortgage Loans Held for Investment—Nationstar determines the fair value on loans held for investment using internally developed valuation models. These valuation models estimate the exit price Nationstar expects to receive in the loan’s principal market. Although Nationstar utilizes and gives priority to observable market inputs such as interest rates and market spreads within these models, Nationstar typically is required to utilize internal inputs, such as prepayment speeds, credit losses, and discount rates. These internal inputs require the use of judgment by Nationstar and can have a significant impact on the determination of the loan’s fair value.

Investment in Debt Securities—Nationstar bases its valuation of debt securities on observable market prices when available; however, due to illiquidity in the markets, observable market prices were not available on these debt securities at December 31, 2009 and 2008. When observable market prices are not available, Nationstar bases valuations on internally developed discounted cash flow models that use a market-based discount rate. The valuation considers recent market transactions, experience with similar securities, current business conditions, and analysis of the underlying collateral, as available. In order to estimate cash flows, Nationstar utilizes a variety of assumptions, including assumptions for prepayments, cumulative losses, and other variables. These assumptions require the use of judgment by Nationstar and can have a significant impact on the determination of the securities’ fair values. Accordingly, Nationstar classifies these valuations as Level 3 in the fair value disclosures.

Mortgage Servicing Rights—Nationstar will typically retain the servicing rights when it sells loans into the secondary market. Nationstar estimates the fair value of its MSRs using a process that combines the use of a discounted cash flow model and analysis of current market data to arrive at an estimate of fair value. The cash flow assumptions and prepayment assumptions used in the model are based on various factors, with the key assumptions being mortgage prepayment speeds, credit losses, and discount rates. These assumptions require the use of judgment by Nationstar and can have a

F-28

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

16.  Fair Value Measurements (continued)

significant impact on the determination of the MSR’s fair value. Accordingly, Nationstar classifies these valuations as Level 3 in the fair value disclosures.

Real Estate Owned—Nationstar determines the fair value of real estate owned properties through the use of third-party appraisals and broker price opinions. These values are adjusted to take into account factors that could result in the actual liquidation value of foreclosed properties to be different than the appraised values. This valuation adjustment is based upon Nationstar’s historical experience with real estate owned. Real estate owned is classified as Level 3 in the fair value disclosures.

Derivative Instruments—Nationstar enters into a variety of derivative financial instruments as part of its hedging strategy. The majority of these derivatives are exchange-traded or traded within highly active dealer markets. In order to determine the fair value of these instruments, Nationstar utilizes the exchange price or dealer market price for the particular derivative contract; therefore, these contracts are classified as Level 2.

Nonrecourse Debt—Nationstar estimates fair value based on the present value of future expected discounted cash flows with the discount rate approximating current market value for similar financial instruments.

The estimated carrying amount and fair value of Nationstar’s financial instruments and other assets and liabilities measured at fair value on a recurring basis is as follows for the dates indicated (in thousands):

	December 31, 2009								December 31, 2008
	Recurring Fair Value Measurements								Recurring Fair Value Measurements
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Mortgage loans held for sale, net:
Loans valued using observable market prices	$	—	$	203,131	$	—	$	203,131	$	—	$	—	$	—	$	—
Investment in debt securities		—		—		2,486		2,486		—		—		9,294		9,294
Mortgage servicing rights		—		—		114,605		114,605		—		—		110,808		110,808
Other assets:
Derivative instruments		—		7,236		—		7,236		—		1,216		—		1,216
Total assets	$	—	$	210,367	$	117,091	$	327,458	$	—	$	1,216	$	120,102	$	121,318
Liabilities
Payables and accrued liabilities:
Derivative instruments	$	—	$	—	$	—	$	—	$	—	$	2,077	$	—	$	2,077

F-29

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

16.  Fair Value Measurements (continued)

The table below presents a reconciliation for all of Nationstar’s Level 3 assets measured at fair value on a recurring basis (in thousands).

	Level 3 Recurring Fair Value Measurements
								Purchases,
	(Total Gains (Losses) Included in							Sale,
	Fair Value					Other		Issuances,			Transfers
	Beginning of		Net Income			Comprehensive		and			In/Out of		Fair Value
	Period		(Loss)			Income		Settlements			Level 3		December 31
Year-ended December 31, 2009
Assets
Investment in debt securities	$	9,294	$	(6,808	)	$	—	$	—		$	—	$	2,486
Mortgage servicing rights		110,808		(19,583	)		—		23,380		$	—		114,605
Total assets	$	120,102	$	(26,391	)	$	—	$	23,380		$	—	$	117,091
Year-ended December 31, 2008
Assets
Investment in debt securities	$	64,616	$	(46,886	)	$	—	$	(8,436	)	$	—	$	9,294
Mortgage servicing rights		82,634		(7,179	)		—		35,353			—		110,808
Total assets	$	147,250	$	(54,065	)	$	—	$	26,917		$	—	$	120,102

The table below presents the items which Nationstar measures at fair value on a nonrecurring basis (in thousands).

	Nonrecurring Fair Value						Total
	Measurements						Estimated		Total Gains (Losses)
	Level 1		Level 2		Level 3		Fair Value		Included in Earnings
Year-ended December 31, 2009
Assets
Real estate owned	$	—	$	—	$	10,262	$	10,262	$	(7,512	)
Total assets	$	—	$	—	$	10,262	$	10,262	$	(7,512	)
Year-ended December 31, 2008
Assets
Mortgage loans held for sale:
Loans valued using observable market prices	$	—	$	51,734	$	—	$	51,734	$	—
Loans valued using internal models		—		—		508,620		508,620		(42,606	)
Real estate owned		—		—		21,822		21,822		(2,567	)
Total Assets	$	—	$	51,734	$	530,442	$	582,176	$	(45,173	)

For the year ended December 31, 2008, mortgage loans held for sale were measured at lower of cost or fair value in accordance with SFAS No. 65, Accounting for Certain Mortgage Banking Activities, as codified in ASC 948, Financial Services—Mortgage Banking. Only assets with fair values below cost are included in the table above for the year ended December 31, 2008. The related valuation allowance represents the cumulative adjustment to fair value of these specific loans.

For the year ended December 31, 2009, Nationstar transferred approximately $530.9 million in mortgage loans held for sale to the held for investment classification in connection with the securitization of approximately $222 million of asset-backed securities, which was structured as a

F-30

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

16.  Fair Value Measurements (continued)

secured borrowing. These loans were classified as Level 3 assets that were measured on a nonrecurring basis for the year ended December 31, 2008, but were not measured at fair value for the year ended December 31, 2009. In addition, Nationstar elected under SFAS No. 159 to measure newly originated prime residential mortgage loans held for sale at fair value at origination. These newly originated prime residential mortgage loans were classified as Level 2 assets that were measured on a nonrecurring basis for the year ended December 31, 2008, but are measured on a recurring basis for the year ended December 31, 2009.

The table below presents a summary of the estimated carrying amount and fair value of Nationstar’s financial instruments (in thousands).

	December 31
	2009				2008
	Carrying				Carrying
	Amount		Fair Value		Amount		Fair Value
Financial assets:
Cash and cash equivalents	$	41,645	$	41,645	$	9,357	$	9,357
Restricted cash		52,795		52,795		21,032		21,032
Mortgage loans held for sale		203,131		203,131		560,354		560,354
Mortgage loans held for investment		301,910		284,774		—		—
Investment in debt securities		2,486		2,486		9,294		9,294
Derivative instruments		7,236		7,236		1,216		1,216
Financial liabilities:
Notes payable		771,857		771,857		810,041		810,041
Derivative instruments		—		—		2,077		2,077
Nonrecourse debt		177,675		178,161		—		—

17.  Termination of the Company

The duration of Nationstar’s existence is indefinite per the Agreement and shall continue until dissolved in accordance with the terms of the Agreement and the Delaware Limited Liability Company Act (DLLCA).

18.  Limited Liability of Members

The members of a Delaware limited liability company are generally not liable for the acts and omissions of the company, much in the same manner as the shareholders, officers, and directors of a corporation are generally limited by the provisions of the DLLCA and by applicable case law.

19.  Restructuring Charges

To respond to the decreased demand in the home equity mortgage market and other market conditions, Nationstar initiated a program to reduce costs and improve operating effectiveness in 2007. This program included the closing of several offices and the termination of a large portion of our workforce. As part of this plan, Nationstar expected to incur lease and other contract termination costs. Nationstar recorded restructuring charges totaling $2.2 million, $1.2 million, and $18.9 million for the years ended December 31, 2009, 2008, and 2007, respectively, related to cancelled lease expenses that are reflected in general and administrative expenses. In addition, Nationstar recorded severance and other employee termination benefits totaling $0.2 million and $7.7 million for the years ended

F-31

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

19.  Restructuring Charges (continued)

December 31, 2008 and 2007, respectively. No severance or other employee termination benefits were incurred for the year ended December 31, 2009.

The following table summarizes, by category, the Company’s restructuring charge activity for the dates indicated (in thousands):

	Liability Balance		Restructuring		Restructuring			Liability Balance
	at January 1		Adjustments		Settlements			at December 31
Year-ended December 31, 2007
Restructuring charges:
Employee severance and other	$	—	$	7,717	$	(6,669	)	$	1,048
Lease terminations		—		18,935		(625	)		18,310
Total	$	—	$	26,652	$	(7,294	)	$	19,358
Year-ended December 31, 2008
Restructuring charges:
Employee severance and other	$	1,048	$	270	$	(1,318	)	$	—
Lease terminations		18,310		1,237		(8,644	)		10,903
Total	$	19,358	$	1,507	$	(9,962	)	$	10,903
Year-ended December 31, 2009
Restructuring charges:
Employee severance and other	$	—	$	—	$	—		$	—
Lease terminations		10,903		2,222		(3,660	)		9,465
Total	$	10,903	$	2,222	$	(3,660	)	$	9,465

20.  Goodwill and Other Intangible Assets

Effective as of July 11, 2006, Nationstar acquired CHEC pursuant to the Securities Purchase Agreement dated as of March 30, 2006. CHEC was a subsidiary of Centex Financial Services (CFS) formed in 1995 for the origination of primarily nonconforming home equity mortgage loans. CFS is a wholly owned entity of Centex Corporation (Centex). Nationstar acquired CHEC for $448.9 million.

As part of this acquisition, Nationstar recorded intangible assets subject to amortization of $25.9 million. The recorded intangible assets subject to amortization include prepayment premiums and insurance premiums. Prepayment penalty premiums totaled $21.6 million. This contract-based intangible asset represents Nationstar’s right to receive future prepayment penalty fees on acquired mortgage receivables and was amortized over 17.5 months, the average outstanding provision of prepayment penalties on the respective note agreements. This prepayment penalty premium intangible was fully amortized as of December 31, 2007. For the year ended December 31, 2007, Nationstar amortized $14.8 million of prepayment penalty premium intangible. The insurance premium intangible totaled $4.3 million. This intangible asset represents Nationstar’s right to receive in-force insurance contract premiums on existing home equity loans and was amortized against insurance income over 17 months, the weighted-average remaining outstanding life of loans subject to insurance requirements. This insurance premium intangible was fully amortized as of December 31, 2007. For the year ended December 31, 2007, Nationstar amortized $3.2 million of insurance premium intangible. Total amortization expense for intangible assets during the year ended December 31, 2007, was $18.0 million. No future amortization of these intangible assets will occur.

F-32

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

20.  Goodwill and Other Intangible Assets (continued)

As part of the acquisition of CHEC, Nationstar recorded goodwill of $12 million .The changes in the carrying amount of goodwill as of December 31, 2007 are as follows (in thousands):

Balance at beginning of year	$	12,000
Additions		—
Impairment losses		(12,000	)
Balance at end of year	$	—

The impairment losses for goodwill recognized during 2007 were related to the decreased demand in the home equity mortgage market.

21.  Concentrations of Credit Risk

Properties collateralizing mortgage loans held for sale and mortgage loans held for investment were geographically disbursed throughout the United States (measured by principal balance and expressed as a percent of the total outstanding mortgage loans held for sale and mortgage loans held for investment).

The following table details the geographical concentration of mortgage loans held for investment and real estate owned by state for the dates indicated (in thousands).

	December 31, 2009
	Unpaid		% of
	Principal		Total
State	Balance		Outstanding
Florida	$	78,331		15.1	%
Texas		65,519		12.6	%
California		55,785		10.7	%
All other states(1)		320,010		61.6	%
	$	519,645		100.0	%

(1) No other state contains more than 5.0% of the total outstanding.

Additionally, certain loan products’ contractual terms may give rise to a concentration of credit risk and increase Nationstar’s exposure to risk of nonpayment or realization.

The following table details the unpaid principal balance of ARM loans included in mortgage loans held for investment that are subject to future payment increases for the dates indicated (in thousands).

	December 31, 2009
Interest only ARMs	$	57,745
Amortizing ARMs:
2/28		108,052
3/27		9,900
All other ARMs		5,617
	$	181,314

F-33

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

22.  Capital Requirements

Certain of Nationstar’s secondary market investors require various capital adequacy requirements, as specified in the respective selling and servicing agreements. To the extent that these mandatory, imposed capital requirements are not met, Nationstar’s secondary market investors may ultimately terminate Nationstar’s selling and servicing agreements, which would prohibit Nationstar from further originating or securitizing these specific types of mortgage loans. In addition, these secondary market investors may impose additional net worth or financial condition requirements based on an assessment of market conditions or other relevant factors.

Among Nationstar’s various capital requirements related to its outstanding selling and servicing agreements, the most restrictive of these requires Nationstar to maintain a minimum adjusted net worth balance of $76.8 million.

As of December 31, 2009, Nationstar was in compliance with all of its selling and servicing capital requirements. Additionally, Nationstar is required to maintain a minimum tangible net worth of at least $150 million as of each quarter-end related to its outstanding Master Repurchase Agreements on our outstanding repurchase facilities. As of December 31, 2009, Nationstar was in compliance with these minimum tangible net worth requirements.

23.  Business Segment Reporting

Nationstar currently conducts business in two separate operating segments: Servicing and Originations. The Servicing segment provides loan servicing on Nationstar’s total servicing portfolio, including the collection of principal and interest payments and the assessment of ancillary fees related to the servicing of mortgage loans. The Originations segment involves the origination, packaging, and sale of agency mortgage loans into the secondary markets via whole loan sales or securitizations. Nationstar reports the activity not related to either operating segment, primarily all sub-prime mortgage loans originated in the latter portion of 2006 and during 2007 or acquired from CHEC, in the Legacy Portfolio and Other column.

Nationstar’s segments are based upon Nationstar’s organizational structure which focuses primarily on the services offered. The accounting policies of each reportable segment are the same as those of Nationstar except for 1) expenses for consolidated back-office operations and general overhead-type expenses such as executive administration and accounting and 2) revenues generated on inter-segment services performed. Revenues and expenses are allocated to individual segments based on the estimated value of the services performed.

F-34

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

23.  Business Segment Reporting (continued)

To reconcile to Nationstar’s consolidated results, certain inter-segment revenues and expenses costs are eliminated in the “Elimination” column in the following tables.

The following tables are a presentation of financial information by segment for the periods indicated (in thousands):

	Year Ended December 31, 2009
							Operating			Legacy Portfolio
	Servicing			Originations			Segments			and Other			Eliminations			Consolidated
REVENUES:
Servicing fee income	$	91,266		$	—		$	91,266		$	—		$	(1,071	)	$	90,195
Other fee income		8,867			1,156			10,023			—			—			10,023
Total fee income		100,133			1,156			101,289			—			(1,071	)		100,218
Gain (loss) on mortgage loans held for sale		—			54,437			54,437			(75,786	)		—			(21,349	)
Total revenues		100,133			55,593			155,726			(75,786	)		(1,071	)		78,869
Total expenses and impairments		70,897			47,532			118,429			25,009			(1,071	)		142,367
Other income (expense):
Interest income		4,143			4,261			8,404			44,114			—			52,518
Interest expense		(25,877	)		(3,438	)		(29,315	)		(40,568	)		—			(69,883	)
Loss on interest rate swaps and caps		—			—			—			(14	)		—			(14	)
Total other income (expense)		(21,734	)		823			(20,911	)		3,532			—			(17,379	)
NET INCOME (LOSS)	$	7,502		$	8,884		$	16,386		$	(97,263	)	$	—		$	(80,877	)
Depreciation and amortization	$	1,004		$	538		$	1,542		$	225		$	—		$	1,767
Total assets		681,543			239,202			920,745			359,440			—			1,280,185

	Year Ended December 31, 2008
							Operating			Legacy Portfolio
	Servicing			Originations			Segments			and Other			Eliminations			Consolidated
REVENUES:
Servicing fee income	$	69,235		$	—		$	69,235		$	—		$	(1,183	)	$	68,052
Other fee income		5,366			589			5,955			—			—			5,955
Total fee income		74,601			589			75,190			—			(1,183	)		74,007
Gain (loss) on mortgage loans held for sale		—			21,985			21,985			(108,648	)		—			(86,663	)
Total revenues		74,601			22,574			97,175			(108,648	)		(1,183	)		(12,656	)
Total expenses and impairments		55,037			30,795			85,832			63,128			(1,183	)		147,777
Other income (expense):
Interest income		10,872			1,920			12,792			79,268			—			92,060
Interest expense		(15,718	)		(1,289	)		(17,007	)		(48,541	)		—			(65,548	)
Loss on interest rate swaps and caps		—			—			—			(23,689	)		—			(23,689	)
Total other income (expense)		(4,846	)		631			(4,215	)		7,038			—			2,823
NET INCOME (LOSS)	$	14,718		$	(7,590	)	$	7,128		$	(164,738	)		—		$	(157,610	)
Depreciation and amortization	$	789		$	383		$	1,172		$	137			—		$	1,309
Total assets		479,819			72,888			552,707			569,294			—			1,122,001

F-35

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

23.  Business Segment Reporting (continued)

	Year Ended December 31, 2007
							Operating			Legacy Portfolio
	Servicing			Originations			Segments			and Other			Eliminations			Consolidated
REVENUES:
Servicing fee income	$	45,838		$	—		$	45,838		$	—		$	(128	)	$	45,710
Other fee income		3,819			466			4,285			(3,694	)		—			591
Total fee income		49,657			466			50,123			(3,694	)		(128	)		46,301
Gain (loss) on mortgage loans held for sale		—			88,489			88,489			(183,162	)		—			(94,673	)
Total revenues		49,657			88,955			138,612			(186,856	)		(128	)		(48,372	)
Total expenses and impairments		44,035			152,960			196,995			62,355			(128	)		259,222
Other income (expense):
Interest income		13,820			38,277			52,097			110,925			—			163,022
Interest expense		(26,430	)		(25,525	)		(51,955	)		(66,598	)		—			(118,553	)
Loss on interest rate swaps and caps		—			—			—			(21,353	)		—			(21,353	)
Total other income (expense)		(12,610	)		12,752			142			22,974			—			23,116
NET INCOME (LOSS)	$	(6,988	)	$	(51,253	)	$	(58,241	)	$	(226,237	)	$	—		$	(284,478	)
Depreciation and amortization	$	688		$	2,660		$	3,348		$	54		$	—		$	3,402

24.   Guarantor Financial Statement Information

In March 2010, Nationstar Mortgage LLC and Nationstar Capital Corporation (the “Issuers”), sold in a private offering $250.0 million aggregate principal amount of 10.875% senior secured notes which mature on April 1, 2015. In December 2010, the Company filed with the Securities and Exchange Commission a Form S-4 registration statement to exchange the privately placed notes with registered notes. The terms of the registered notes are substantially identical to those of the privately placed notes. The notes are jointly and severally guaranteed on a senior secured basis by all of the Issuer’s existing and future wholly-owned domestic restricted subsidiaries, with certain exceptions. All guarantor subsidiaries are 100% owned by the Issuer. All amounts in the following tables are in thousands.

F-36

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

NATIONSTAR MORTGAGE LLC

CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2009

(In Thousands)

	Issuer		Guarantor		Non-Guarantor
	(Parent)		(Subsidiaries)		(Subsidiaries)		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	41,243	$	402	$	—	$	—		$	41,645
Restricted cash		18,962		—		33,833		—			52,795
Accounts receivable		506,460		3		3,511		—			509,974
Mortgage loans held for sale		203,131		—		—		—			203,131
Mortgage loans held for investment, subject to nonrecourse debt		6,413		—		295,497		—			301,910
Investment in debt securities—available-for-sale		2,486		—		—		—			2,486
Investment in subsidiaries		275,661		—		—		(275,661	)		—
Receivables from affiliates		—		160,645		190,772		(338,843	)		12,574
Mortgage servicing rights		114,605		—		—		—			114,605
Property and equipment, net		5,740		835		—		—			6,575
Real estate owned, net		—		—		10,262		—			10,262
Other assets		24,228		—		—		—			24,228
Total Assets	$	1,198,929	$	161,885	$	533,875	$	(614,504	)	$	1,280,185
LIABILITIES AND EQUITY
Notes payable	$	530,922	$	—	$	240,935	$	—		$	771,857
Payables and accrued liabilities		65,341		96		1,393		—			66,830
Payables to affiliates		338,843		—		—		(338,843	)		—
Nonrecourse debt—Legacy Assets		—		—		177,675		—			177,675
Total Liabilities		935,106		96		420,003		(338,843	)		1,016,362
EQUITY:
Total Members’ Equity		263,823		161,789		113,872		(275,661	)		263,823
Total Liabilities and Equity	$	1,198,929	$	161,885	$	533,875	$	(614,504	)	$	1,280,185

F-37

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

NATIONSTAR MORTGAGE LLC

CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2009

(In Thousands)

	Issuer			Guarantor			Non-Guarantor
	(Parent)			(Subsidiaries)			(Subsidiaries)			Eliminations		Consolidated
REVENUES:
Servicing fee income	$	89,151		$	1,044		$	—		$	—	$	90,195
Other fee income		4,823			5,200			—			—		10,023
Total fee income		93,974			6,244			—			—		100,218
Loss on mortgage loans held for sale		(21,349	)		—			—			—		(21,349	)
Total Revenues		72,625			6,244			—			—		78,869
EXPENSES AND IMPAIRMENTS:
Salaries, wages, and benefits		88,075			2,614			—			—		90,689
General and administrative		30,111			379			4			—		30,494
Loss on sale of foreclosed real estate		(1,352	)		(10,925	)		19,789			—		7,512
Occupancy		6,621			242			—			—		6,863
Loss on available-for-sale securities-other than temporary		6,809			—			—			—		6,809
Total expenses and impairments		130,264			(7,690	)		19,793			—		142,367
OTHER INCOME (EXPENSE):
Interest income		42,160			233			10,125			—		52,518
Interest expense		(52,810	)		(2,694	)		(14,379	)		—		(69,883	)
Loss on interest rate swaps and caps		(14	)		—			—			—		(14	)
Gain/(loss) from subsidiaries		(12,574	)		—			—			12,574		—
Total other income (expense)		(23,238	)		(2,461	)		(4,254	)		12,574		(17,379	)
NET INCOME/(LOSS)	$	(80,877	)	$	11,473		$	(24,047	)	$	12,574	$	(80,877	)

F-38

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

NATIONSTAR MORTGAGE LLC

CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2009

(In Thousands)

	Issuer			Guarantor			Non-Guarantor
	(Parent)			(Subsidiaries)			(Subsidiaries)			Eliminations			Consolidated
OPERATING ACTIVITIES:
Net income/(loss)	$	(80,877	)	$	11,473		$	(24,047	)	$	12,574		$	(80,877	)
Adjustments to reconcile net income/(loss) to net cash provided by (used in) operating activities:
Loss from subsidiaries		12,574			—			—			(12,574	)		—
Share-based compensation		827			—			—			—			827
Loss on mortgage loans held for sale		21,349			—			—			—			21,349
Loss on sale of foreclosed real estate		(1,352	)		(10,925	)		19,789			—			7,512
Loss on interest rate swaps and caps		14			—			—			—			14
Loss/(gain) on derivative financial instruments		(2,436	)		—			—			—			(2,436	)
Depreciation and amortization		1,728			39			—			—			1,767
Impairment of investments in debt securities		6,809			—			—			—			6,809
Change in fair value of mortgage servicing rights		27,915			—			—			—			27,915
Amortization of debt discount		19,075			—			2,212			—			21,287
Amortization of premiums/discounts		(1,394	)		—			—			—			(1,394	)
Mortgage Loans originated and purchased, net of fees		(1,480,549	)		—			—			—			(1,480,549	)
Cost of loans sold, net of fees		1,007,369			—			—			—			1,007,369
Principal Payments/Prepayments Received and other changes in mortgage loans originated as held for sale		403,256			—			66,816			—			470,072
Changes in assets and liabilities:
Accounts receivable		(151,602	)		1,113			(3,511	)		—			(154,000	)
Payables to affiliates		247,676			(47,397	)		(133,339	)		—			66,940
Other assets		(9,115	)		—			—			—			(9,115	)
Accounts payable and accrued liabilities		11,550			(12	)		1,331			—			12,869
Net cash provided by/(used) in operating activities		32,817			(45,709	)		(70,749	)		—			(83,641	)
INVESTING ACTIVITIES:
Proceeds from sales of real estate owned		1,896			32,202			83			—			34,181
Purchase of mortgage servicing rights, net of liabilities incurred		(1,169	)		—			—			—			(1,169	)
Property and equipment additions, net of disposals		(2,990	)		(39	)		—			—			(3,029	)
Net cash provided by/(used) in investing activities		(2,263	)		32,163			83			—			29,983
FINANCING ACTIVITIES:
Transfers to/from restricted cash		(18,444	)		13,737			(27,056	)		—			(31,763	)
Issuance of non-recourse debt, net		—			—			191,272			—			191,272
(Decrease) Increase in notes payable, net		17,346			—			(77,741	)		—			(60,395	)
Repayment of non-recourse debt—Legacy assets		—			—			(15,809	)		—			(15,809	)
Debt financing costs		(18,059	)		—			—			—			(18,059	)
Capital contributions from members		20,700			—			—			—			20,700
Net cash provided by financing activities		1,543			13,737			70,666			—			85,946

F-39

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

	Issuer		Guarantor		Non-Guarantor
	(Parent)		(Subsidiaries)		(Subsidiaries)		Eliminations		Consolidated
NET INCREASE (DECREASE) IN CASH		32,097		191		—		—		32,288
CASH, beginning of period		9,146		211		—		—		9,357
CASH, end of period	$	41,243	$	402	$	—	$	—	$	41,645

F-40

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

NATIONSTAR MORTGAGE LLC

CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2008

(In Thousands)

	Issuer		Guarantor		Non-Guarantor
ASSETS	(Parent)		(Subsidiaries)		(Subsidiaries)			Eliminations			Consolidated
Cash and cash equivalents	$	9,146	$	211	$	—		$	—		$	9,357
Restricted cash		517		13,738		6,777			—			21,032
Accounts receivable		354,858		1,116		—			—			355,974
Mortgage loans held for sale		560,354		—		—			—			560,354
Investment in debt securities—available-for-sale		9,294		—		—			—			9,294
Investment in subsidiaries		137,701		—		—			(137,701	)		—
Receivables from affiliates		—		113,248		299,345			(400,330	)		12,263
Mortgage servicing rights		110,808		—		—			—			110,808
Property and equipment, net		4,478		835		—			—			5,313
Real estate owned, net		545		21,277		—			—			21,822
Other assets		15,784		—		—			—			15,784
Total Assets	$	1,203,485	$	150,425	$	306,122		$	(538,031	)	$	1,122,001
LIABILITIES AND EQUITY
Notes payable	$	491,365	$	—	$	318,676		$	—		$	810,041
Payables and accrued liabilities		53,791		108		62			—			53,961
Payables to affiliates		400,330		—		—			(400,330	)		—
Derivative Financial Instruments		2,077		—		—			—			2,077
Total Liabilities		947,563		108		318,738			(400,330	)		866,079
EQUITY:
Total Members’ Equity		255,922		150,317		(12,616	)		(137,701	)		255,922
Total Liabilities and Equity	$	1,203,485	$	150,425	$	306,122		$	(538,031	)	$	1,122,001

F-41

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

NATIONSTAR MORTGAGE LLC

CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2008

(In Thousands)

	Issuer			Guarantor			Non-Guarantor
	(Parent)			(Subsidiaries)			(Subsidiaries)			Eliminations		Consolidated
REVENUES:
Service fee income	$	67,876		$	74		$	102		$	—	$	68,052
Other fee income		1,304			4,651			—			—		5,955
Total fee income		69,180			4,725			102			—		74,007
Loss on mortgage loans held for sale		(86,663	)		—			—			—		(86,663	)
Total Revenues		(17,483	)		4,725			102			—		(12,656	)
EXPENSES AND IMPAIRMENTS:
Salaries, wages, and benefits		60,808			975			—			—		61,783
General and administrative		22,059			135			—			—		22,194
Loss on sale of foreclosed real estate		(1,011	)		3,578			—			—		2,567
Occupancy		5,989			32			—			—		6,021
Loss on available-for-sale securities- other than temporary		55,212			—			—			—		55,212
Total expenses and impairments		143,057			4,720			—			—		147,777
OTHER INCOME (EXPENSE):
Interest income		92,030			30			—			—		92,060
Interest expense		(52,931	)		(45	)		(12,572	)		—		(65,548	)
Loss on interest rate swaps and caps		(23,689	)		—			—			—		(23,689	)
Gain/(loss) from subsidiaries		(12,480	)		—			—			12,480		—
Total other income (expense)		2,930			(15	)		(12,572	)		12,480		2,823
NET INCOME/(LOSS)	$	(157,610	)	$	(10	)	$	(12,470	)	$	12,480	$	(157,610	)

F-42

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

NATIONSTAR MORTGAGE LLC

CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2008

(In Thousands)

	Issuer			Guarantor			Non-Guarantor
	(Parent)			(Subsidiaries)			(Subsidiaries)			Eliminations			Consolidated
OPERATING ACTIVITIES:
Net income/(loss)	$	(157,610	)	$	(10	)	$	(12,470	)	$	12,480		$	(157,610	)
Adjustments to reconcile net income/(loss) to net cash provided by (used in) operating activities:
Loss from subsidiaries		12,480			—			—			(12,480	)		—
Share-based compensation		2,333			—			—			—			2,333
Loss on mortgage loans held for sale		86,663			—			—			—			86,663
Loss on sale of foreclosed real estate		(1,011	)		3,578			—			—			2,567
Loss on interest rate swaps and caps		23,689			—			—			—			23,689
Unrealized loss/(gain) on derivative financial instruments		2,077			—			—			—			2,077
Depreciation and amortization		1,301			8			—			—			1,309
Accretion of discount on securities		(4,422	)		—			—			—			(4,422	)
Impairment of investments in debt securities		55,212			—			—			—			55,212
Change in fair value of mortgage servicing rights		11,701			—			—			—			11,701
Amortization of debt discount		8,879			—			—			—			8,879
Amortization of premiums/discounts		(85	)		—			—			—			(85	)
Mortgage loans originated and purchased, net of fees		(545,860	)		—			—			—			(545,860	)
Cost of loans sold, net of fees		513,924			—			—			—			513,924
Principal Payments/Prepayments received and other changes in mortgage loans originated as held for sale		201,184			—			—			—			201,184
Changes in assets and liabilities:
Accounts receivable		(164,961	)		(605	)		—			—			(165,566	)
Payables to affiliates		129,110			128,659			(255,317	)		—			2,452
Other assets		38,363			—			—			—			38,363
Accounts payable and accrued liabilities		(36,363	)		(297	)		62			—			(36,598	)
Net cash provided by/(used) in operating activities		176,604			131,333			(267,725	)		—			40,212
INVESTING ACTIVITIES:
Proceeds from sales of real estate owned		52,764			(23,488	)		—			—			29,276
Purchase of mortgage servicing rights, net of liabilities incurred		(19,013	)		—			—			—			(19,013	)
Interest rate swap settlements		(51,570	)		—			—			—			(51,570	)
Property and equipment additions, net of disposals		(1,764	)		(8	)		—			—			(1,772	)
Purchase of investment of debt securities		—			—			—			—			—
Principal payments received on debt securities		8,436			—			—			—			8,436
Net cash used in investing activities		(11,147	)		(23,496	)		—			—			(34,643	)
FINANCING ACTIVITIES:
Transfers to/from restricted cash		(517	)		(8,402	)		(952	)		—			(9,871	)
(Decrease)/Increase in notes payable, net		(325,943	)		(100,000	)		268,677			—			(157,266	)
Debt financing costs		(15,926	)		—			—			—			(15,926	)
Capital contributions from members		145,600			—			—			—			145,600

F-43

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

	Issuer			Guarantor			Non-Guarantor
	(Parent)			(Subsidiaries)			(Subsidiaries)		Eliminations		Consolidated
Net cash provided by (used in) financing activities		(196,786	)		(108,402	)		267,725		—		(37,463	)
NET INCREASE (DECREASE) IN CASH		(31,329	)		(565	)		—		—		(31,894	)
CASH, beginning of period		40,475			776			—		—		41,251
CASH, end of period	$	9,146		$	211		$	—	$	—	$	9,357

F-44

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

NATIONSTAR MORTGAGE LLC

CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2007

(In Thousands)

	Issuer			Guarantor			Non-Guarantor
	(Parent)			(Subsidiaries)			(Subsidiaries)			Eliminations		Consolidated
REVENUES:
Service fee income	$	45,553		$	157		$	—		$	—	$	45,710
Other fee income		(2,189	)		2,780			—			—		591
Total fee income		43,364			2,937			—			—		46,301
(Loss) income on mortgage loans held for sale		(96,139	)		1,466			—			—		(94,673	)
Total Revenues		(52,775	)		4,403			—			—		(48,372	)
EXPENSES AND IMPAIRMENTS:
Salaries, wages, and benefits		117,584			442			—			—		118,026
General and administrative		55,184			63			—			—		55,247
(Gain) loss on sale of foreclosed real estate		(1,204	)		3,937			—			—		2,733
Occupancy		34,653			38			—			—		34,691
Loss on available-for-sale securities—other than temporary		36,525			—			—			—		36,525
Goodwill impairment		12,000			—			—			—		12,000
Total expenses and impairments		254,742			4,480			—			—		259,222
OTHER INCOME (EXPENSE):
Interest Income		152,073			10,949			—			—		163,022
Interest Expense		(98,681	)		(19,725	)		(147	)		—		(118,553	)
Loss on interest rate swaps and caps		(21,353	)		—			—			—		(21,353	)
Gain/(loss) from subsidiaries		(9,000	)		—			—			9,000		—
Total other income (expense)		23,039			(8,776	)		(147	)		9,000		23,116
NET INCOME/(LOSS)	$	(284,478	)	$	(8,853	)	$	(147	)	$	9,000	$	(284,478	)

F-45

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

NATIONSTAR MORTGAGE LLC

CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2007

(In Thousands)

	Issuer			Guarantor			Non-Guarantor
	(Parent)			(Subsidiaries)			(Subsidiaries)			Eliminations			Consolidated
OPERATING ACTIVITIES:
Net income/(loss)	$	(284,478	)	$	(8,853	)	$	(147	)	$	9,000		$	(284,478	)
Adjustments to reconcile net income/(loss) to net cash provided by (used in) operating activities:
Loss from subsidiaries		9,000			—			—			(9,000	)		—
Share-based compensation		2,332			—			—			—			2,332
Gain/(loss) on mortgage loans held for sale		96,139			(1,466	)		—			—			94,673
Loss on mortgage loans held for investment and foreclosed real estate		(1,204	)		3,937			—			—			2,733
Loss on interest rate swaps and caps		21,353			—			—			—			21,353
Loss/(gain) on derivative financial instruments		27,871			—			—			—			27,871
Fair value changes in ABS securitizations		—			—			—			—			—
Gain on extinguishment of ABS nonrecourse debt		—			—			—			—			—
Depreciation and amortization		3,390			12			—			—			3,402
Accretion of discount on securities		(3,250	)		—			—			—			(3,250	)
Impairment of investments in debt securities		36,525			—			—			—			36,525
Change in fair value of mortgage servicing rights		16,015			—			—			—			16,015
Amortization of debt discount		5,034			—			—			—			5,034
Amortization of other intangible assets		18,039			—			—			—			18,039
Amortization of premiums/discounts		632			—			—			—			632
Goodwill Impairment		12,000			—			—			—			12,000
Originations and purchases of mortgage loans available for sale		(4,426,145	)		—			—			—			(4,426,145	)
Cost of loans sold, net of fees		4,898,965			—			—			—			4,898,965
Other changes in mortgage loans available for sale		467,647			1,466			—			—			469,113
Changes in assets and liabilities:
Accounts receivable		(72,668	)		(552	)		—			—			(73,220	)
Payables to affiliates		(2,590	)		(30,555	)		(44,028	)		—			(77,173	)
Other assets		(7,316	)		—			—			—			(7,316	)
Accounts payable and accrued liabilities		(13,930	)		61			—			—			(13,869	)
Net cash provided by/(used) in operating activities		803,361			(35,950	)		(44,175	)		—			723,236
INVESTING ACTIVITIES:
Principal payments received and other changes on mortgage loans held for investment, subject to ABS nonrecourse debt		—			—			—			—			—
Proceeds from sales of REO, net of cash paid for clean-up calls and repurchases		15,088			5,990			—			—			21,078
Purchase of mortgage servicing rights, net of liabilities incurred		(9,198	)		—			—			—			(9,198	)
Interest rate swap settlements		—			—			—			—			—
Acquisitions of property and equipment, net		3,610			(12	)		—			—			3,598
Purchase of investment of debt securities		(113,757	)		—			—			—			(113,757	)
Principal payments received on debt securities		11,962			—			—			—			11,962
Net cash provided by/(used) in investing activities		(92,295	)		5,978			—			—			(86,317	)
FINANCING ACTIVITIES:
Restricted cash		—			1,276			(5,825	)		—			(4,549	)
Issuance of unsecured notes, net of issue discount		—			—			—			—			—
(Decrease) Increase in notes payable, net		(1,076,060	)		27,000			50,000			—			(999,060	)
Repayment of non-recourse debt—Legacy assets		—			—			—			—			—
Repayment of ABS nonrecourse debt		—			—			—			—			—
Debt financing costs		(10,345	)		—			—			—			(10,345	)
Distributions to members		(49	)		—			—			—			(49	)
Capital contributions from members		405,570			2,430			—			—			408,000
Net cash provided by (used in) financing activities		(680,884	)		30,706			44,175			—			(606,003	)
NET INCREASE (DECREASE) IN CASH		30,182			734			—			—			30,916

F-46

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

	Issuer		Guarantor		Non-Guarantor
	(Parent)		(Subsidiaries)		(Subsidiaries)		Eliminations		Consolidated
CASH, beginning of period		10,293		42		—		—		10,335
CASH, end of period	$	40,475	$	776	$	—	$	—	$	41,251

F-47

Nationstar Mortgage LLC and Subsidiaries

Consolidated Balance Sheets

(Dollars in thousands)

	September 30,		December 31,
	2010		2009
	(unaudited)
Assets
Cash and cash equivalents	$	27,449	$	41,645
Restricted cash (includes $2,690 and $0, respectively, of restricted cash, subject to ABS nonrecourse debt)		50,834		52,795
Accounts receivable (includes $2,949 and $0, respectively, of accrued interest, subject to ABS nonrecourse debt)		418,662		509,974
Mortgage loans held for sale		342,766		203,131
Mortgage loans held for investment, subject to nonrecourse debt—Legacy Assets		274,232		301,910
Mortgage loans held for investment, subject to ABS nonrecourse debt		542,493		—
Investment in debt securities—available-for-sale		—		2,486
Receivables from affiliates		9,344		12,574
Mortgage servicing rights		123,321		114,605
Property and equipment, net		8,302		6,575
Real estate owned, net (includes $19,743 and $0, respectively, of real estate owned, subject to ABS nonrecourse debt)		29,384		10,262
Other assets		30,965		24,228
Total assets	$	1,857,752	$	1,280,185
Liabilities and members’ equity
Notes payable	$	532,272	$	771,857
Unsecured senior notes		243,711		—
Payables and accrued liabilities (includes $79 and $0, respectively, of accrued interest payable, subject to ABS nonrecourse debt)		149,939		66,830
Derivative financial instruments		11,680		—
Derivative financial instruments, subject to ABS nonrecourse debt		20,397		—
Nonrecourse debt—Legacy Assets		145,649		177,675
ABS nonrecourse debt		498,299		—
Total liabilities		1,601,947		1,016,362
Commitments and contingencies
Total members’ equity		255,805		263,823
Total liabilities and members’ equity	$	1,857,752	$	1,280,185

See accompanying notes.

F-48

Nationstar Mortgage LLC and Subsidiaries

Consolidated Statements of Operations

(Dollars in thousands)

(Unaudited)

	Nine Months Ended
	September 30,
	2010			2009
Revenues:
Servicing fee income	$	110,919		$	60,550
Other fee income		11,851			6,984
Total fee income		122,770			67,534
Gain(loss) on mortgage loans held for sale		51,754			(40,992	)
Total revenues		174,524			26,542
Expenses and impairments:
Salaries, wages, and benefits		104,689			63,674
General and administrative		34,931			21,805
Loss on mortgage loans held for investment and foreclosed real estate		—			6,458
Occupancy		6,002			5,423
Loss on available-for-sale securities—other-than-temporary		—			5,314
Total expenses and impairments		145,622			102,674
Other income (expense):
Interest income		82,019			39,380
Interest expense		(89,298	)		(48,486	)
Gain/(loss) on interest rate swaps and caps		(9,917	)		4
Fair value changes in ABS securitizations		(19,115	)		—
Total other income (expense)		(36,311	)		(9,102	)
Net loss	$	(7,409	)	$	(85,234	)

See accompanying notes.

F-49

Nationstar Mortgage LLC and Subsidiaries

Consolidated Statements of Members’ Equity

(Dollars in thousands)

	Total Members’
	Units and
	Members’ Equity
Balance at January 1, 2009	$	255,922
Capital contributions		87,951
Share-based compensation		827
Net loss and comprehensive loss		(80,877	)
Balance at December 31, 2009		263,823
(unaudited)
Cumulative effect of change in accounting principles as of January 1, 2010 related to adoption of new accounting guidance on consolidation of variable interest entities		(8,068	)
Share-based compensation		7,459
Net loss and comprehensive loss		(7,409	)
Balance at September 30, 2010	$	255,805

See accompanying notes.

F-50

Nationstar Mortgage LLC and Subsidiaries

Consolidated Statements of Cash Flows

(Dollars in thousands)

(Unaudited)

	Nine months
	Ended September 30,
	2010			2009
Operating activities
Net loss	$	(7,409	)	$	(85,234	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Share-based compensation		7,459			429
(Gain)/loss on mortgage loans held for sale		(51,754	)		40,992
Loss on mortgage loans held for investment and foreclosed real estate		—			6,458
Loss/(gain) on interest rate swaps and caps		9,917			(4	)
Fair value changes in ABS securitizations		19,115			—
Depreciation and amortization		1,450			1,379
Impairment of investments in debt securities		—			5,314
Change in fair value on mortgage servicing rights		11,499			22,660
Amortization of debt discount		15,168			13,216
Amortization of premiums/discounts		(3,561	)		—
Mortgage loans originated and purchased, net of fees		(1,960,089	)		(1,004,715	)
Cost of loans sold, net of fees		1,831,708			719,939
Principal payments/prepayments received and other changes in mortgage loans originated as held for sale		6,030			307,343
Changes in assets and liabilities:
Accounts receivable		59,798			(21,808	)
Receivables from affiliates		3,607			102,994
Other assets		3,640			(12,683	)
Payables and accrued liabilities		77,892			4,141
Net cash provided by operating activities		24,470			100,421

Continued on following page

F-51

Nationstar Mortgage LLC and Subsidiaries

Consolidated Statements of Cash Flows (continued)

(Dollars in thousands)

(Unaudited)

	Nine Months Ended
	September 30,
	2010			2009
Investing activities
Principal payments received and other changes on mortgage loans held for investment, subject to ABS nonrecourse debt	$	36,401		$	—
Property and equipment additions, net of disposals		(3,177	)		(2,005	)
Purchase of mortgage servicing rights, net of liabilities incurred		(5,863	)		(1,190	)
Proceeds from sales of real estate owned		58,506			33,204
Net cash provided by investing activities		85,867			30,009
Financing activities
Transfers from/(to) restricted cash, net		6,560			(36,742	)
Issuance of unsecured notes, net of issue discount		243,012			—
Decrease in notes payable		(239,585	)		(82,357	)
Repayment of non-recourse debt—Legacy assets		(37,240	)		—
Repayment of ABS nonrecourse debt		(85,386	)		—
Debt financing costs		(11,894	)		(10,623	)
Capital contributions from members		—			20,700
Net cash used in financing activities		(124,533	)		(109,022	)
Net increase (decrease) in cash and cash equivalents		(14,196	)		21,408
Cash and cash equivalents at beginning of period		41,645			9,357
Cash and cash equivalents at end of period	$	27,449		$	30,765
Supplemental disclosures of noncash activities
Transfer of mortgage loans held for investment to real estate owned	$	42,973		$	—
Transfer of mortgage loans held for sale to real estate owned		—			63,416
Transfer of mortgage loans held for investment, subject to ABS nonrecourse debt to real estate owned		95,431			—
Contribution of intercompany payable from parent		—			4,655
Mortgage servicing rights resulting from sale or securitization of mortgage loans		16,761			5,570

See accompanying notes.

F-52

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements

September 30, 2010
(Unaudited)

1.  Basis of Presentation

The accompanying unaudited interim consolidated financial statements include the accounts of Nationstar, and its’ wholly owned subsidiaries and those variable interest entities (VIEs) where Nationstar is the primary beneficiary. Intercompany balances and transactions have been eliminated. Results of operations, assets and liabilities of VIEs are included from the date that the Company became the primary beneficiary.

The unaudited consolidated financial statements of Nationstar have been prepared in accordance with generally accepted accounting principles for interim information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission (the “SEC”). The accompanying interim financial statements are unaudited; however, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the nine month period ended September 30, 2010, are not necessarily indicative of the results that may be expected for the year ended December 31, 2010.

2.  Recent Accounting Developments

On January 1, 2010, the Company adopted new Financial Accounting Standards Board (FASB) accounting guidance on transfers of financial assets and consolidation of VIEs. This new accounting guidance revises sale accounting criteria for transfers of financial assets, including elimination of the concept of and accounting for qualifying special purpose entities (QSPEs), and significantly changes the criteria for consolidation of a VIE. The adoption of this new accounting guidance resulted in the consolidation of certain VIEs that previously were QSPEs that were not recorded on the Company’s Consolidated Balance Sheet prior to January 1, 2010. The adoption of this new accounting guidance resulted in a net incremental increase in assets of $905.5 million and a net increase in liabilities of $913.6 million. These amounts are net of retained interests in securitizations held on the Consolidated Balance Sheet at December 31, 2009. The Company recorded an $8.1 million charge to members’ equity on January 1, 2010 for the cumulative effect of the adoption of this new accounting guidance, which resulted principally from the derecognition of the retained interests in the securitizations. Initial recording of these assets and liabilities on the Company’s Consolidated Balance Sheet had no impact at the date of adoption on consolidated results of operations. See Note 3.

Accounting Standards Update No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements (Update No. 2010-06). Update No. 2010-06 requires additional disclosures about fair value measurements, including separate disclosures of significant transfers in and out of Level 1 and Level 2 fair value measurements and the reasons for the transfers. Additionally, the reconciliation for fair value measurements using significant unobservable inputs (Level 3) should present separately information about purchases, sales, issuances, and settlements. Update No. 2010-06 also clarifies previous disclosure requirements, including the requirement that entities provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements for both Level 2 and Level 3 measurements. The new disclosures and clarifications of existing disclosures required under Update No. 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, and was adopted for the interim reporting period ending March 31, 2010, except for the disclosures about purchases, sales, issuances, and settlement in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.

F-53

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

2.  Recent Accounting Developments (continued)

Accounting Standards Update No. 2010-18, Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset (Update No. 2010-18). Update No. 2010-18 clarifies the accounting treatment for modifications of loans that are accounted for within a pool under Subtopic 310-30, Receivables — Loans and Debt Securities Acquired with Deteriorated Credit Quality (Subtopic 310-30), requiring an entity to continue to include modified loans in the pool even if the modification of those loans would otherwise be considered a troubled debt restructuring. Loans accounted for individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring accounting provisions within Subtopic 310-40, Receivables — Troubled Debt Restructurings by Creditors. The amendments in this update were effective for Nationstar for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. The adoption of Update No. 2010-18 did not have a material impact on Nationstar’s financial condition, liquidity or results of operations.

Accounting Standards Update No. 2010-20, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses (Update No. 2010-20). Update No. 2010-20 is intended to provide users of financial statements with greater transparency regarding a company’s allowance for credit losses and the credit quality of its financing receivables. It is intended to provide additional information to assist financial statement users in assessing an entity’s credit risk exposures and evaluating the adequacy of its allowance for credit losses. The additional disclosure requirements for this amendment are effective for Nationstar for annual reporting periods ending on or after December 15, 2011. The adoption of Update No. 2010-20 will not have a material impact on Nationstar’s financial condition, liquidity or results of operations.

3.  Variable Interest Entities and Securitizations

Nationstar has been the transferor in connection with a number of securitizations or asset-backed financing arrangements, from which Nationstar has continuing involvement with the underlying transferred financial assets. Nationstar aggregates these securitizations or asset-backed financing arrangements into two groups: 1) securitizations of residential mortgage loans and 2) transfers accounted for as secured borrowings.

On securitizations of residential mortgage loans, Nationstar’s continuing involvement typically includes acting as servicer for the mortgage loans held by the trust and holding beneficial interests in the trust. Nationstar’s responsibilities as servicer include, among other things, collecting monthly payments, maintaining escrow accounts, providing periodic reports and managing insurance in exchange for a contractually specified servicing fee. The beneficial interests held consist of both subordinate and residual securities that were retained at the time of the securitization. Prior to January 1, 2010, each of these securitization trusts were considered QSPEs, and these trusts were excluded from Nationstar’s consolidated financial statements.

Prior to January 1, 2010, Nationstar evaluated each special purpose entity (SPE) for classification as a QSPE. QSPEs were not consolidated in Nationstar’s consolidated financial statements. When an SPE was determined to not be a QSPE, Nationstar further evaluated it for classification as a VIE. When an SPE met the definition of a VIE, and when it was determined that Nationstar was the primary beneficiary, Nationstar included the SPE in its consolidated financial statements.

A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support or whose equity investors lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary, which is the entity that, through its variable interests has both the power to direct the activities of a

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Notes to Consolidated Financial Statements (continued)

3.  Variable Interest Entities and Securitizations (continued)

VIE that most significantly impact the VIEs economic performance and the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

Effective January 1, 2010, new accounting guidance eliminated the concept of a QSPE and all existing SPEs are now subject to new consolidation guidance. Upon adoption of this new accounting guidance, Nationstar identified certain securitization trusts where Nationstar, through its affiliates, continued to hold beneficial interests in these trusts. These retained beneficial interests obligate Nationstar to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant. In addition, Nationstar as Master Servicer on the related mortgage loans, retains the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE. When it is determined that Nationstar has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE, the assets and liabilities of these VIEs are included in Nationstar’s consolidated financial statements. Upon consolidation of these VIEs, Nationstar derecognized all previously recognized beneficial interests obtained as part of the securitization, including any retained investment in debt securities, mortgage servicing rights, and any remaining residual interests. In addition, Nationstar recognized the securitized mortgage loans as mortgage loans held for investment, subject to ABS nonrecourse debt, and the related asset-backed certificates (ABS nonrecourse debt) acquired by third parties as ABS nonrecourse debt on Nationstar’s consolidated balance sheet. The net incremental impact of this accounting change on the Company’s Consolidated Balance Sheet is set forth in the

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Notes to Consolidated Financial Statements (continued)

3.  Variable Interest Entities and Securitizations (continued)

following table. The net effect of the accounting change on January 1, 2010 members’ equity was an $8.1 million charge to members’ equity (in thousands).

	Ending Balance
	Sheet					Beginning
	December 31,		Net Increase/			Balance Sheet
	2009		(Decrease)			January 1, 2010
Assets
Cash and cash equivalents	$	41,645	$	—		$	41,645
Restricted cash		52,795		6,183			58,978
Accounts receivable		509,974		(39,612	)		470,362
Mortgage loans held for sale		203,131		—			203,131
Mortgage loans held for investment, subject to nonrecourse debt—Legacy Assets		301,910		—			301,910
Mortgage loans held for investment, subject to ABS nonrecourse debt		—		928,891			928,891
Investment in debt securities—available-for-sale		2,486		(2,486	)		—
Receivables from affiliates		12,574		—			12,574
Mortgage servicing rights		114,605		(10,431	)		104,174
Property and equipment, net		6,575		—			6,575
Real estate owned, net		10,262		22,970			33,232
Other assets		24,228		—			24,228
Total assets	$	1,280,185	$	905,515		$	2,185,700
Liabilities and members’ equity
Notes payable	$	771,857	$	—		$	771,857
Payables and accrued liabilities		66,830		123			66,953
Derivative financial instruments, subject to ABS nonrecourse debt		—		28,614			28,614
Nonrecourse debt—Legacy Assets		177,675		—			177,675
ABS nonrecourse debt		—		884,846			884,846
Total liabilities		1,016,362		913,583			1,929,945
Total members’ equity		263,823		(8,068	)		255,755
Total liabilities and members’ equity	$	1,280,185	$	905,515		$	2,185,700

As a result of market conditions and deteriorating credit performance on these consolidated VIEs, Nationstar expects minimal to no future cash flows on the economic residual. Under existing generally accepted accounting principles (“GAAP”), Nationstar would be required to provide for additional allowances for loan losses on the securitization collateral as credit performance deteriorated, with no offsetting reduction in the securitization’s debt balances, even though any nonperformance of the assets will ultimately pass through as a reduction of amounts owed to the debt holders, once the economic residuals are extinguished. Therefore, Nationstar would be required to record accounting losses beyond its economic exposure.

To more accurately represent the future economic performance of the securitization collateral and related debt balances, Nationstar elected the fair value option provided for by ASC 825-10,

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Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

3.  Variable Interest Entities and Securitizations (continued)

Financial Instruments-Overall. This option was applied to all eligible items within the VIE, including mortgage loans held for investment, subject to ABS nonrecourse debt, and the related ABS nonrecourse debt.

Subsequent to this fair value election, Nationstar no longer records an allowance for loan loss on mortgage loans held for investment, subject to ABS nonrecourse debt. Nationstar continues to record interest income in Nationstar’s consolidated statement of operations on these fair value elected loans until they are placed on a nonaccrual status when they are 90 days or more past due. The fair value adjustment recorded for the mortgage loans held for investment is classified within fair value changes of ABS securitizations in Nationstar’s consolidated statement of operations.

Subsequent to the fair value election for ABS nonrecourse debt, Nationstar continues to record interest expense in Nationstar’s consolidated statement of operations on the fair value elected ABS nonrecourse debt. The fair value adjustment recorded for the ABS nonrecourse debt is classified within fair value changes of ABS securitizations in Nationstar’s consolidated statement of operations.

Under the existing pooling and servicing agreements of these securitization trusts, the principal and interest cash flows on the underlying securitized loans are used to service the asset-backed certificates. Accordingly, the timing of the principal payments on this nonrecourse debt is dependent on the payments received on the underlying mortgage loans and liquidation of real estate owned.

Nationstar also maintains various agreements with SPEs, under which Nationstar transfers mortgage loans and/or advances on residential mortgage loans in exchange for cash. These SPEs issue debt supported by collections on the transferred mortgage loans and/or advances. These transfers do not qualify for sale treatment because Nationstar continues to retain control over the transferred assets. As a result, Nationstar accounts for these transfers as financings and continues to carry the transferred assets and recognizes the related liabilities on Nationstar’s consolidated balance sheets. Collections on the mortgage loans and/or advances pledged to the SPEs are used to repay principal and interest and to pay the expenses of the entity. The holders of these beneficial interests issued by these SPEs do not have recourse to Nationstar and can only look to the assets of the SPEs themselves for satisfaction of the debt.

Nationstar considers the SPEs created for the purpose of issuing debt supported by collections on loans that have been transferred to it as VIEs, and Nationstar is the primary beneficiary of these VIEs. Nationstar consolidates the assets and liabilities of the VIEs into its consolidated financial statements.

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Notes to Consolidated Financial Statements (continued)

3.  Variable Interest Entities and Securitizations (continued)

A summary of the assets and liabilities of Nationstar’s transactions with VIEs included in Nationstar’s consolidated financial statements as of September 30, 2010 is presented in the following table (in thousands).

			Transfers
			Accounted for as
	Securitization		Secured
	Trusts		Borrowings		Total
Assets
Restricted cash	$	2,690	$	24,775	$	27,465
Accounts receivable		2,949		274,079		277,028
Mortgage loans held for investment, subject to nonrecourse debt		—		269,227		269,227
Mortgage loans held for investment, subject to ABS nonrecourse debt		542,493		—		542,493
Real estate owned		19,743		9,534		29,277
Total Assets	$	567,875	$	577,615	$	1,145,490
Liabilities
Notes payable	$	—	$	225,800	$	225,800
Payables and accrued liabilities		79		1,185		1,264
Outstanding servicer advances(1)		33,678		—		33,678
Derivative financial instruments		—		9,917		9,917
Derivative financial instruments, subject to ABS nonrecourse debt		20,397		—		20,397
Nonrecourse debt—Legacy Assets		—		145,649		145,649
ABS nonrecourse debt		498,579		—		498,579
Total Liabilities	$	552,733	$	382,551	$	935,284

(1) Outstanding servicer advances consists of principal and interest advances paid by Nationstar to cover scheduled payments and interest that have not been timely paid by borrowers. These outstanding servicer advances are eliminated upon the consolidation of the securitization trusts.

As of July 1, 2010, cumulative realized losses related to a consolidated securitization trust were in excess of Nationstar’s retained beneficial interests. In accordance with ASC 810, Consolidation, Nationstar has evaluated this securitization trust and determined that Nationstar no longer has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE, and this securitization trust was derecognized on July 1, 2010. Upon derecognition of this VIE, Nationstar derecognized the securitized mortgage loans held for investment, subject to ABS nonrecourse debt, and the related ABS nonrecourse debt, and recognized any mortgage servicing rights on Nationstar’s consolidated balance sheet. The impact of this derecognition on Nationstar’s consolidated statement of operations was a decrease in net income of approximately $0.7 million during 2010.

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Notes to Consolidated Financial Statements (continued)

3.  Variable Interest Entities and Securitizations (continued)

A summary of the outstanding collateral and certificate balances for securitization trusts, including any retained beneficial interests and mortgage servicing rights, that were not consolidated by Nationstar for the period ending September 30, 2010 is presented in the following table (in thousands).

	September 30,
	2010(1)
Total collateral balance	$	4,136,395
Total certificate balance		4,127,411
Total beneficial interests held at fair value		—
Total mortgage servicing rights at fair value		26,770

(1) Unconsolidated securitization trusts as of September 30, 2010 consist of VIE’s where Nationstar does not have both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.

Nationstar has no recorded variable interests in the unconsolidated securitization trusts that were outstanding as of September 30, 2010, and does not have any exposure to loss related to these unconsolidated VIEs.

Mortgage loans sold in securitization transactions where control over the assets was surrendered by Nationstar are recorded as sales under ASC 860. Control over transferred assets was deemed to be surrendered when 1) the assets were isolated from Nationstar, 2) the transferee had the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and 3) Nationstar did not maintain effective control over the transferred assets through either a) an agreement that entitled and obligated Nationstar to repurchase or redeem them before their maturity or b) the ability to unilaterally cause the holder to return specific assets. When Nationstar sold mortgage loans in securitization transactions that qualified as sales, it retained one or more bond classes and servicing rights in the securitization. Gains and losses on the assets transferred were recognized based on the carrying amount of the financial assets involved in the transfer, allocated between the assets transferred and the retained interests based on their relative fair value at the date of transfer, other than MSRs. Retained MSRs were recorded at their fair value on the transfer date.

Nationstar did not sell any mortgage loans in securitization transactions that qualified as sales for the nine months ended September 30, 2010 and 2009.

The value of any retained interests represents the present value of Nationstar’s right to receive, over the life of the securitization, the excess of the weighted-average coupon on the loans securitized over the interest rates on the securities sold, a normal servicing fee, a trustee fee, and an insurance fee, where applicable, net of the credit losses relating to the loans securitized.

Certain cash flows received from securitization trusts accounted for as sales for the dates indicated were as follows (in thousands):

	For the Nine Months Ended
	September 30, 2010				September 30, 2009
	Servicing				Servicing
	Fees		Loan		Fees		Loan
	Received		Repurchases		Received		Repurchases
Total securitization trusts	$	21,414	$	—	$	25,293	$	—

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Notes to Consolidated Financial Statements (continued)

4.  Consolidated Statement of Cash Flows-Supplemental Disclosure

Total interest paid for the nine months ended September 30, 2010 and 2009, was approximately $60.9 million and $35.6 million, respectively.

5.  Accounts Receivable

Accounts receivable consist primarily of accrued interest receivable on mortgage loans and securitizations, collateral deposits on surety bonds, and advances made to unconsolidated securitization trusts, as required under various servicing agreements related to delinquent loans, which are ultimately paid back to Nationstar from such trusts.

Accounts receivable consist of the following (in thousands):

	September 30,		December 31,
	2010		2009
Delinquency advances	$	137,915	$	206,446
Corporate and escrow advances		234,398		275,001
Insurance deposits		6,390		6,025
Accrued interest (includes $2,949 and $0, respectively, subject to ABS nonrecourse debt)		5,152		3,353
Other		34,807		19,149
Total accounts receivable	$	418,662	$	509,974

6.  Mortgage Loans Held for Sale and Investment

Mortgage loans held for sale consist of the following (in thousands):

	September 30,		December 31,
	2010		2009
Mortgage loans held for sale—unpaid principal balance	$	333,101	$	201,121
Mark-to-market adjustment		9,665		2,010
Total mortgage loans held for sale	$	342,766	$	203,131

Mortgage loans held for sale on a nonaccrual status are presented in the following table for the periods indicated (in thousands):

	September 30,		December 31,
	2010		2009
Mortgage loans held for sale—Non-performing	$	1,283	$	920

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Notes to Consolidated Financial Statements (continued)

6.  Mortgage Loans Held for Sale and Investment (continued)

A reconciliation of the changes in mortgage loans held for sale to the amounts presented in the consolidated statements of cash flows for the dates indicated is presented in the following table (in thousands):

	For the Nine Months Ended
	September 30, 2010			September 30, 2009
Mortgage loans held for sale—beginning balance	$	203,131		$	560,354
Mortgage loans originated and purchased, net of fees		1,960,089			1,004,715
Cost of loans sold, net of fees		(1,831,708	)		(719,939	)
Principal payments received on mortgage loans held for sale and other changes		11,254			(318,608	)
Transfer of mortgage loans held for sale to real estate owned		—			(63,416	)
Mortgage loans held for sale—ending balance	$	342,766		$	463,106

Mortgage loans held for investment as of the dates indicated include (in thousands):

	September 30,			December 31,
	2010			2009
Mortgage loans held for investment—unpaid principal balance	$	426,268		$	490,610
Transfer discount		(143,285	)		(188,700	)
Net cap mod deferrals		(8,751	)		—
Allowance for loan losses		—			—
Mortgage loans held for investment, net	$	274,232		$	301,910

All mortgage loans held for investment were transferred from mortgage loans held for sale at fair value in October 2009 and no additional impairments or adverse changes in assumptions have been identified subsequent to the transfer in 2009 that would require the recording of an allowance for loan losses.

Effective January 1, 2010, new accounting guidance eliminated the concept of a QSPE, and all existing securitization trusts are considered VIEs and are now subject to new consolidation guidance provided in ASC 810. Upon consolidation of these VIEs, Nationstar recognized the securitized mortgage loans related to these securitization trusts as mortgage loans held for investment, subject to ABS nonrecourse debt (see Note 3). Additionally, Nationstar elected the fair value option provided for by ASC 825-10.

Mortgage loans held for investment, subject to ABS nonrecourse debt as of September 30, 2010 includes (in thousands):

Mortgage loans held for investment, subject to ABS nonrecourse debt—unpaid principal balance	$	1,011,978
Fair value adjustment		(469,485	)
Mortgage loans held for investment, subject to ABS nonrecourse debt, net	$	542,493

As of September 30, 2010, approximately $236.1 million of the unpaid principal balance of mortgage loans held for investment, subject to ABS nonrecourse debt were over 90 days past due. The fair value of such loans was approximately $125.1 million.

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Notes to Consolidated Financial Statements (continued)

7.  Mortgage Servicing Rights

MSRs arise from contractual agreements between Nationstar and investors in mortgage securities and mortgage loans. Nationstar records MSR assets when it sells loans on a servicing-retained basis, at the time of securitization or through the acquisition or assumption of the right to service a financial asset. Under these contracts, Nationstar performs loan servicing functions in exchange for fees and other remuneration.

The fair value of the MSRs is based upon the present value of the expected future cash flows related to servicing these loans. Nationstar receives a base servicing fee ranging from 0.25% to 0.50% annually on the remaining outstanding principal balances of the loans. The servicing fees are collected from investors. Nationstar determines the fair value of the MSRs by the use of a cash flow model that incorporates prepayment speeds, discount rate, and other assumptions management believes are consistent with the assumptions other major market participants use in valuing the MSRs. During the second and third quarter of 2010, Nationstar obtained third-party valuations of a portion of its MSRs to assess the reasonableness of the fair value calculated by the cash flow model.

Nationstar used the following assumptions in estimating the fair value of MSRs for the dates indicated:

	September 30, 2010		December 31, 2009
Discount rate		10.30% to 18.05%		15.00%
Total prepayment speeds		9.42% to 25.69%		12.89% to 25.40%
Expected weighted-average life		3.34 to 5.73 years		3.50 to 6.37 years
Credit losses		5.98% to 63.11%		12.50% to 64.62%

The activity of MSRs carried at fair value is as follows (in thousands):

	September 30,			December 31,
	2010			2009
Fair value at the beginning of the period	$	114,605		$	110,808
Additions:
Servicing resulting from transfers of financial assets		16,761			8,332
Recognition of MSRs from derecognition of variable interest entities		2,866			—
Purchases of servicing assets		11,019			23,380
Deductions:
Derecognition of servicing assets due to new accounting guidance on consolidation of variable interest entities		(10,431	)		—
Changes in fair value:
Due to changes in valuation inputs or assumptions used in the valuation model		119			(9,355	)
Other changes in fair value		(11,618	)		(18,560	)
Fair value at the end of the period	$	123,321		$	114,605
Unpaid principal balance of loans serviced for others
Originated or purchased mortgage loans	$	31,576,316		$	32,109,547
Subserviced for others		3,896,461			793,428
Total unpaid principal balance of loans serviced for others	$	35,472,777		$	32,902,975

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Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

7.  Mortgage Servicing Rights (continued)

Total servicing and ancillary fees from Nationstar’s portfolio of residential mortgage loans are presented in the following table for the years indicated (in thousands):

	For the Nine Months Ended
	September 30,
	2010		2009
Servicing fees	$	69,717	$	55,468
Ancillary fees		51,494		27,822
Total servicing and ancillary fees	$	121,211	$	83,290

8.  Derivative Financial Instruments

The following table provides the outstanding notional balances and fair values of outstanding positions for the dates indicated, and recorded gains (losses) during the periods indicated (in thousands).

						Recorded
		Outstanding				Gains/
	Expiration Dates	Notional		Fair Value		(Losses)
Nine months-ended September 30, 2010
Other Assets
IRLCs	2010	$	509,922	$	6,481	$	4,067
Loan sale commitments	2010		27,276		837		(602	)
Liabilities
Interest rate swaps and caps	2011 through 2013	$	459,000	$	9,917	$	(9,917	)
Forward MBS trades	2010		502,235		1,763		(5,145	)
Interest rate swaps, subject to ABS nonrecourse debt	2013		110,459		20,397		(433	)
Year-ended December 31, 2009
Other Assets
IRLCs	2010	$	278,181	$	2,414	$	1,207
Forward MBS trades	2010		292,553		3,383		(210	)
Loan sale commitments	2010		56,131		1,439		1,439
Interest rate cap agreements	2011		344,075		—		(14	)

To manage the interest rate risk fluctuations with respect to Nationstar’s floating rate debt, which require payments based on a variable rate index, the Company enters into interest rate swap agreements whereby the Company would receive floating rate payments in exchange for fixed rate payments. These interest rate swap agreements effectively convert the Company’s floating rate debt to fixed rate debt. These interest rate swaps are economic hedges and are recorded at fair value on the Company’s consolidated balance sheet.

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Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

9.  Indebtedness

Notes Payable

A summary of the balances of notes payable for the dates indicated is presented below (in thousands).

	September 30, 2010				December 31, 2009
	Outstanding		Collateral Pledged		Outstanding		Collateral Pledged
Financial institutions repurchase facility (2010)(1)	$	24,634	$	25,961	$	—	$	—
Financial services company repurchase facility(1)(2)		113,000		254,520		149,449		159,281
Financial services company unsecured line of credit(1)		—		N/A		88,915		N/A
Financial institutions repurchase facility (2009)(1)		30,051		31,632		31,582		33,245
Financial services company 2009-ADV1 advance facility(1)		225,800		272,150		240,935		291,462
GSE MSR facility(1)		17,121		19,874		21,286		23,185
GSE ASAP+ facility(1)		8,051		8,083		7,755		7,803
GSE EAF facility(1)		113,615		129,902		231,935		252,034
Total notes payable	$	532,272	$	742,122	$	771,857	$	767,010

(1)	Guaranteed by FIF HE Holdings LLC
(2)	Proceeds from March 2010 unsecured senior notes were used to pay down outstanding notes payable balances to a financial services company repurchase facility. Additional capacity from this facility is available based on the outstanding pledged collateral.

In February 2010, Nationstar executed a one-year Master Repurchase Agreement (MRA) with a financial institution, under which Nationstar may enter into transactions, for an aggregate amount of $50 million, in which Nationstar agrees to transfer to the same financial institution certain mortgage loans against the transfer of funds by the same financial institution, with a simultaneous agreement by the same financial institution to transfer such mortgage loans to Nationstar at a date certain, or on demand, against the transfer of funds from Nationstar. The interest rate is based on LIBOR plus a spread of 2.75%, with a minimum interest rate of 4.75%. The initial maturity date of this MRA was August 2010, which was subsequently extended to October 2010.

Nationstar has a second MRA with a financial services company, which expires in February 2011. The MRA states that from time to time Nationstar may enter into transactions, for an aggregate amount of $300 million, in which Nationstar agrees to transfer to the financial services company certain mortgage loans or mortgage-backed securities against the transfer of funds by the financial services company, with a simultaneous agreement by the financial services company to transfer such mortgage loans or mortgage-backed securities to Nationstar at a certain date, or on demand, against the transfer of funds from Nationstar. The interest rate is based on LIBOR plus a margin of 2.00%, with a minimum interest rate of 4.00%.

In October 2009, Nationstar executed a third MRA with a financial institution. This MRA states that from time to time Nationstar may enter into transactions, for an aggregate amount of $50 million, in which Nationstar agrees to transfer to the financial institution certain mortgage loans against the

F-64

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

9.  Indebtedness (continued)

transfer of funds by the financial institution, with a simultaneous agreement by the financial institution to transfer such mortgage loans to Nationstar at a certain date, or on demand, against the transfer of funds from Nationstar. The interest rate is based on LIBOR plus a spread of 4.00%. The initial maturity date of this MRA with the financial institution was October 2010.

Nationstar maintains a facility with a financial services company, the 2009-ADV1 Advance Facility. This facility has the capacity to purchase up to $350 million of advance receivables. The interest rate is based on LIBOR plus a spread ranging from 3.00% to 12.00%. The maturity date of this facility with the financial services company is December 2011. This debt is nonrecourse to Nationstar.

In connection with the October 2009 mortgage servicing rights acquisition, Nationstar executed a four-year note agreement with a government-sponsored enterprise (GSE). As collateral for this note, Nationstar has pledged Nationstar’s rights, title, and interest in the acquired servicing portfolio. The interest rate is based on LIBOR plus 2.50%. The maturity date of this facility is October 2013.

During 2009, Nationstar began executing As Soon As Pooled Plus agreements with a GSE, under which Nationstar transfers to the GSE eligible mortgage loans that are to be pooled into the GSE MBS against the transfer of funds by the GSE. The interest rate is based on LIBOR plus a spread of 1.50%. These agreements typically have a maturity of up to 45 days.

In September 2009, Nationstar executed a one-year committed facility agreement with a GSE, under which Nationstar agrees to transfer to the GSE certain servicing advance receivables against the transfer of funds by the GSE. This facility has the capacity to purchase up to $375 million in eligible servicing advance receivables. The interest rate is based on LIBOR plus a spread of 2.50%. The initial maturity date of this facility was October 2010, which was subsequently extended to December 2010 with a reduced borrowing capacity of $275 million.

Senior Unsecured Notes

In March 2010, Nationstar completed the offering of $250 million of unsecured senior notes, which were issued with an issue discount of $7.0 million for net cash proceeds of $243.0 million, with a maturity date of April 2015. These unsecured senior notes pay interest biannually at an interest rate of 10.875%.

Nonrecourse Debt—Legacy Assets

In November 2009, Nationstar completed the securitization of approximately $222 million of asset-backed securities, which was structured as a secured borrowing. This structure resulted in Nationstar carrying the securitized loans as mortgages on Nationstar’s consolidated balance sheet and recognizing the asset-backed certificates acquired by third parties as nonrecourse debt, totaling approximately $145.7 million and $177.7 million at September 30, 2010 and December 31, 2009, respectively. The principal and interest on these notes are paid using the cash flows from the underlying mortgage loans, which serve as collateral for the debt. The interest rate paid on the outstanding securities is 7.50%, which is subject to an available funds cap. The total outstanding principal balance on the underlying mortgage loans serving as collateral for the debt was approximately $447.6 million and $515.5 million at September 30, 2010 and December 31, 2009, respectively. Accordingly, the timing of the principal payments on this nonrecourse debt is dependent on the payments received on the underlying mortgage loans. The unpaid principal balance on the outstanding notes was $169.4 million at September 30, 2010 and $206.6 million at December 31, 2009.

F-65

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

9.  Indebtedness (continued)

ABS Nonrecourse Debt

Effective January 1, 2010, new accounting guidance eliminated the concept of a QSPE, and all existing securitization trusts are considered VIEs and are now subject to new consolidation guidance provided in ASC 810. Upon consolidation of these VIEs, Nationstar derecognized all previously recognized beneficial interests obtained as part of the securitization. In addition, Nationstar recognized the securitized mortgage loans as mortgage loans held for investment, subject to ABS nonrecourse debt, and the related asset-backed certificates acquired by third parties as ABS nonrecourse debt on Nationstar’s consolidated balance sheet. (see Note 3). Additionally, Nationstar elected the fair value option provided for by ASC 825-10. The principal and interest on these notes are paid using the cash flows from the underlying mortgage loans, which serve as collateral for the debt. The interest rate paid on the outstanding securities is based on LIBOR plus a spread ranging from 0.19% to 2.50%, which is subject to an interest rate cap. The total outstanding principal balance on the underlying mortgage loans serving as collateral for the debt was approximately $1,012.0 million at September 30, 2010. The timing of the principal payments on this ABS nonrecourse debt is dependent on the payments received on the underlying mortgage loans. The outstanding principal balance on the outstanding notes related to these consolidated securitization trusts was $1,042.8 million at September 30, 2010.

Financial Covenants

As of September 30, 2010, Nationstar was in compliance with its covenants on Nationstar’s borrowing arrangements and credit facilities. These covenants generally relate to Nationstar’s tangible net worth, liquidity reserves, and leverage requirements.

10.  General and Administrative

General and administrative expense consists of the following for the dates indicated (in thousands).

	For the Nine Months Ended
	September 30,		September 30,
	2010		2009
Depreciation and amortization	$	1,450	$	1,379
Advertising		3,602		2,282
Equipment		2,726		2,259
Servicing		4,230		1,416
Telecommunications		1,742		1,165
Legal and professional fees		9,661		7,078
Postage		2,904		1,771
Stationary and supplies		1,802		989
Travel		1,499		560
Insurance and Other		5,315		2,906
Total general and administrative expense	$	34,931	$	21,805

11.  Fair Value Measurements

ASC 820 provides a definition of fair value, establishes a framework for measuring fair value, and requires expanded disclosures about fair value measurements. The standard applies when GAAP

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Notes to Consolidated Financial Statements (continued)

11.  Fair Value Measurements (continued)

requires or allows assets or liabilities to be measured at fair value and, therefore, does not expand the use of fair value in any new circumstance.

ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tiered fair value hierarchy based on the level of observable inputs used in the measurement of fair value (e.g., Level 1 representing quoted prices for identical assets or liabilities in an active market; Level 2 representing values using observable inputs other than quoted prices included within Level 1; and Level 3 representing estimated values based on significant unobservable inputs). In addition, ASC 820 requires an entity to consider all aspects of nonperformance risk, including its own credit standing, when measuring the fair value of a liability. Under ASC 820, related disclosures are segregated for assets and liabilities measured at fair value based on the level used within the hierarchy to determine their fair values.

The following describes the methods and assumptions used by Nationstar in estimating fair values:

Cash and Cash Equivalents, Restricted Cash, Notes Payable—The carrying amount reported in the consolidated balance sheets approximates fair value.

Mortgage Loans Held for Sale—Nationstar originates mortgage loans in the U.S. that it intends to sell to Fannie Mae, Freddie Mac, and GNMA (collectively, the Agencies). Additionally, Nationstar holds mortgage loans that it intends to sell into the secondary markets via whole loan sales or securitizations. Through September 30, 2009, the entire mortgage loans held for sale portfolio was accounted for at the lower of cost or market (LOCOM), as required under GAAP. Effective October 2009, in conjunction with Nationstar’s election under ASC 825, Nationstar began measuring newly originated prime residential mortgage loans held for sale at fair value.

Mortgage loans held for sale are typically pooled together and sold into certain exit markets, depending upon underlying attributes of the loan, such as agency eligibility, product type, interest rate, and credit quality.

Mortgage loans held for sale are valued using observable market prices for identical or similar assets. These loans can be sold to the Agencies and are valued predominantly using quoted market prices for securities backed by similar types of loans. As these prices are derived from quoted market prices, Nationstar classifies these valuations as Level 2 in the fair value disclosures.

Mortgage Loans Held for Investment, subject to nonrecourse debt—Nationstar determines the fair value on loans held for investment using internally developed valuation models. These valuation models estimate the exit price Nationstar expects to receive in the loan’s principal market. Although Nationstar utilizes and gives priority to observable market inputs such as interest rates and market spreads within these models, Nationstar typically is required to utilize internal inputs, such as prepayment speeds, credit losses, and discount rates. These internal inputs require the use of judgment by Nationstar and can have a significant impact on the determination of the loan’s fair value. As these prices are derived from a combination of internally developed valuation models and quoted market prices, Nationstar classifies these valuations as Level 3 in the fair value disclosures.

Mortgage Loans Held for Investment, subject to ABS nonrecourse debt—Nationstar determines the fair value on loans held for investment, subject to ABS nonrecourse debt using internally developed valuation models. These valuation models estimate the exit price Nationstar

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11.  Fair Value Measurements (continued)

expects to receive in the loan’s principal market. Although Nationstar utilizes and gives priority to observable market inputs such as interest rates and market spreads within these models, Nationstar typically is required to utilize internal inputs, such as prepayment speeds, credit losses, and discount rates. These internal inputs require the use of judgment by Nationstar and can have a significant impact on the determination of the loan’s fair value. As these prices are derived from a combination of internally developed valuation models and quoted market prices, Nationstar classifies these valuations as Level 3 in the fair value disclosures.

Investment in Debt Securities—Nationstar bases its valuation of debt securities on observable market prices when available; however, due to illiquidity in the markets, observable market prices were not available on these debt securities at December 31, 2009. When observable market prices are not available, Nationstar bases valuations on internally developed discounted cash flow models that use a market-based discount rate. The valuation considers recent market transactions, experience with similar securities, current business conditions, and analysis of the underlying collateral, as available. In order to estimate cash flows, Nationstar utilizes a variety of assumptions, including assumptions for prepayments, cumulative losses, and other variables. These assumptions require the use of judgment by Nationstar and can have a significant impact on the determination of the securities’ fair values. Accordingly, Nationstar classifies these valuations as Level 3 in the fair value disclosures.

Mortgage Servicing Rights—Nationstar will typically retain the servicing rights when it sells loans into the secondary market. Nationstar estimates the fair value of its MSRs using a process that combines the use of a discounted cash flow model and analysis of current market data to arrive at an estimate of fair value. The cash flow assumptions and prepayment assumptions used in the model are based on various factors, with the key assumptions being mortgage prepayment speeds and discount rates. These assumptions require the use of judgment by Nationstar and can have a significant impact on the determination of the MSR’s fair value. During the second and third quarter of 2010, management obtained third-party valuations of a portion of the portfolio to assess the reasonableness of the fair value calculations provided by the cash flow model. Because of the nature of the valuation inputs, Nationstar classifies these valuations as Level 3 in the fair value disclosures.

Real Estate Owned—Nationstar determines the fair value of real estate owned properties through the use of third-party appraisals and broker price opinions. These values are adjusted to take into account factors that could cause the actual liquidation value of foreclosed properties to be different than the appraised values. This valuation adjustment is based upon Nationstar’s historical experience with real estate owned. Real estate owned is classified as Level 3 in the fair value disclosures.

Derivative Instruments—Nationstar enters into a variety of derivative financial instruments as part of its hedging strategy. The majority of these derivatives are exchange-traded or traded within highly active dealer markets. In order to determine the fair value of these instruments, Nationstar utilizes the exchange price or dealer market price for the particular derivative contract; therefore, these contracts are classified as Level 2.

Unsecured Senior Notes, Nonrecourse Debt—Legacy Assets—Nationstar estimates fair value based on the present value of future expected discounted cash flows with the discount rate approximating current market value for similar financial instruments. As these prices are derived from a combination of internally developed valuation models and quoted market prices, Nationstar classifies these valuations as Level 3 in the fair value disclosures.

ABS Nonrecourse Debt—Nationstar estimates fair value based on the present value of future expected discounted cash flows with the discount rate approximating current market value for similar

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11.  Fair Value Measurements (continued)

financial instruments. As these prices are derived from a combination of internally developed valuation models and quoted market prices, Nationstar classifies these valuations as Level 3 in the fair value disclosures.

The estimated carrying amount and fair value of Nationstar’s financial instruments and other assets and liabilities measured at fair value on a recurring basis is as follows for the dates indicated (in thousands):

	September 30, 2010								December 31, 2009
	Recurring Fair Value Measurements								Recurring Fair Value Measurements
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Mortgage loans held for sale:
Loans valued using observable market prices	$	—	$	342,766	$	—	$	342,766	$	—	$	203,131	$	—	$	203,131
Mortgage loans held for investment, subject to ABS nonrecourse debt:
Loans valued using internal models		—		—		542,493		542,493		—		—		—		—
Investment in debt securities		—		—		—		—		—		—		2,486		2,486
Mortgage servicing rights		—		—		123,321		123,321		—		—		114,605		114,605
Other assets:
Derivative instruments		—		7,318		—		7,318		—		7,236		—		7,236
Total assets	$	—	$	350,084	$	665,814	$	1,015,898	$	—	$	210,367	$	117,091	$	327,458
Liabilities
Derivative financial instruments	$	—	$	11,680	$	—	$	11,680	$	—	$	—	$	—	$	—
Derivative financial instruments, subject to ABS nonrecourse debt		—		20,397		—		20,397		—		—		—		—
ABS nonrecourse debt		—		—		498,299		498,299		—		—		—		—
Total liabilities	$	—	$	32,077	$	498,299	$	530,376	$	—	$	—	$	—	$	—

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Notes to Consolidated Financial Statements (continued)

11.  Fair Value Measurements (continued)

The table below presents a reconciliation for all of Nationstar’s Level 3 assets measured at fair value on a recurring basis (in thousands).

	Level 3 Recurring Fair Value Measurements
			Total Gains (Losses) Included in
								Purchases,
	Fair Value-					Other		Sale,			Transfers
	Beginning of		Net Income			Comprehensive		Issuances, and			In/Out of		Fair Value—
	Period(1)		(Loss)			Income		Settlements			Level 3		End of Period
Nine months-ended September 30, 2010
Assets
Mortgage loans held for investment, subject to ABS nonrecourse debt:
Loans valued using internal models	$	928,891	$	46,420		$	—	$	(432,818	)	$	—	$	542,493
Mortgage servicing rights		104,174		(11,499	)		—		30,646			—		123,321
Total assets	$	1,033,065	$	34,921		$	—	$	(402,172	)	$	—	$	665,814
Liabilities
ABS nonrecourse debt	$	884,846	$	(1,050	)	$	—	$	(385,497	)	$	—	$	498,299
Year-ended December 31, 2009
Assets
Investment in debt securities	$	9,294	$	(6,808	)	$	—	$	—		$	—	$	2,486
Mortgage servicing rights		110,808		(19,583	)		—		23,380			—		114,605
Total assets	$	120,102	$	(26,391	)	$	—	$	23,380		$	—	$	117,091

(1) Amounts include derecognition of previously retained beneficial interests and mortgage servicing rights upon adoption of ASC 810 related to consolidation of certain VIEs.

The table below presents the items which Nationstar measures at fair value on a nonrecurring basis (in thousands).

	Nonrecurring Fair Value						Total		Total Gains
	Measurements						Estimated		(Losses) Included
	Level 1		Level 2		Level 3		Fair Value		in Earnings
Nine months-ended September 30, 2010
Assets
Real estate owned	$	—	$	—	$	29,384	$	29,384	$	—
Total assets	$	—	$	—	$	29,384	$	29,384	$	—
Year-ended December 31, 2009
Assets
Real estate owned	$	—	$	—	$	10,262	$	10,262	$	(7,512	)
Total assets	$	—	$	—	$	10,262	$	10,262	$	(7,512	)

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Notes to Consolidated Financial Statements (continued)

11.  Fair Value Measurements (continued)

The table below presents a summary of the estimated carrying amount and fair value of Nationstar’s financial instruments (in thousands).

	September 30, 2010				December 31 2009
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Financial assets:
Cash and cash equivalents	$	27,449	$	27,449	$	41,645	$	41,645
Restricted cash		50,834		50,834		52,795		52,795
Mortgage loans held for sale		342,766		342,766		203,131		203,131
Mortgage loans held for investment, subject to nonrecourse debt—Legacy assets		274,232		250,600		301,910		284,774
Mortgage loans held for investment, subject to ABS nonrecourse debt		542,493		542,493		—		—
Investment in debt securities		—		—		2,486		2,486
Derivative instruments		7,318		7,318		7,236		7,236
Financial liabilities:
Notes payable		532,272		532,272		771,857		771,857
Unsecured senior notes		243,711		208,750		—		—
Derivative financial instruments		11,680		11,680		—		—
Derivative instruments, subject to ABS nonrecourse debt		20,397		20,397		—		—
Nonrecourse debt		145,649		148,230		177,675		178,161
ABS nonrecourse debt		498,299		498,299		—		—

12.  Members’ Equity

Share-based compensation is recognized in accordance with ASC 718, Compensation—Stock Compensation. This guidance requires all share-based payments to employees, including grants of employee stock options, to be recognized as expense in the statement of operations based on their fair values. The amount of compensation is measured at the fair value of the awards when granted and this cost is expensed over the required service period, which is normally the vesting period of the award.

The limited liability company interests in FIF HE Holdings LLC are represented by four separate classes of units, Class A Units, Class B Units, Class C Preferred Units, and Class D Preferred Units, as defined in the FIF HE Holdings LLC Amended and Restated Limited Liability Company Agreement dated December 31, 2008 (the Agreement). Class A Units have voting rights and Class B Units, Class C Preferred Units, and Class D Preferred Units have no voting rights. Distributions and allocations of profits and losses to members are made in accordance with the Agreement. Class C Preferred Units and Class D Preferred Units represent preferred priority return units, accruing distribution preference on any contributions at an annual rate of 15% and 20%, respectively.

A total of 100,887 Class A Units were granted to certain management members on the date of the acquisition of CHEC. No consideration was paid for the Class A Units, and these units vest in accordance with the Vesting Schedule per the Agreement, generally in years three through five after grant date.

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Notes to Consolidated Financial Statements (continued)

12.  Members’ Equity (continued)

Effective September 17, 2010, FIF HE Holdings LLC executed the FIF HE Holdings LLC Fifth Amended and Restated Limited Liability Company Agreement (the Fifth Agreement). This Fifth Agreement provided for a total of 457,526 Class A Units to be granted to certain management members. No consideration was paid for the granted units, and the units vest in accordance with the Vesting Schedule per the Fifth Agreement.

Simultaneously to the execution of the Fifth Agreement, FIF HE Holdings LLC executed several Restricted Series I Preferred Stock Unit Award Agreements (PRSU Agreements). These Agreements provided for a total of 3,304,000 Class C Units and 3,348,000 Class D Units to be granted to certain management members. No consideration was paid for the granted units, and the units vest in accordance with the Vesting Schedule per the PRSU Agreements.

Total share-based compensation expense, net of forfeitures, recognized for the nine months ended, September 30, 2010 and 2009, is provided in the table below (in thousands).

	For the Nine Months Ended
	September 30,		September 30,
	2010		2009
Share-based compensation	$	7,459	$	429

13.  Capital Requirements

Certain of Nationstar’s secondary market investors require various capital adequacy requirements, as specified in the respective selling and servicing agreements. To the extent that these mandatory, imposed capital requirements are not met, Nationstar’s secondary market investors may ultimately terminate Nationstar’s selling and servicing agreements, which would prohibit Nationstar from further originating or securitizing these specific types of mortgage loans. In addition, these secondary market investors may impose additional net worth or financial condition requirements based on an assessment of market conditions or other relevant factors.

Among Nationstar’s various capital requirements related to its outstanding selling and servicing agreements, the most restrictive of these requires Nationstar to maintain a minimum adjusted net worth balance of $76.5 million.

As of September 30, 2010, Nationstar was in compliance with all of its selling and servicing capital requirements. Additionally, Nationstar is required to maintain a minimum tangible net worth of at least $150 million as of each quarter-end related to its outstanding Master Repurchase Agreements on our outstanding repurchase facilities. As of September 30, 2010, Nationstar was in compliance with these minimum tangible net worth requirements.

14.  Business Segment Reporting

Nationstar currently conducts business in two separate operating segments: Servicing and Originations. The Servicing segment provides loan servicing on Nationstar’s total servicing portfolio, including the collection of principal and interest payments and the assessment of ancillary fees related to the servicing of mortgage loans. The Originations segment involves the origination, packaging, and sale of agency mortgage loans into the secondary markets via whole loan sales or securitizations. Nationstar reports the activity not related to either operating segment in the Legacy Portfolio and Other column. The Legacy Portfolio and Other column includes primarily all sub-prime mortgage loans originated in the latter portion of 2006 and during 2007 or acquired from CHEC and consolidated VIEs which were consolidated pursuant to the adoption of new consolidation guidance related to VIEs adopted on January 1, 2010.

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Notes to Consolidated Financial Statements (continued)

14.  Business Segment Reporting (continued)

Nationstar’s segments are based upon Nationstar’s organizational structure which focuses primarily on the services offered. The accounting policies of each reportable segment are the same as those of Nationstar except for 1) expenses for consolidated back-office operations and general overhead-type expenses such as executive administration and accounting and 2) revenues generated on inter-segment services performed. Revenues and expenses are allocated to individual segments based on the estimated value of the services performed.

To reconcile to Nationstar’s consolidated results, certain inter-segment revenues and expenses are eliminated in the “Elimination” column in the following tables.

The following tables are a presentation of financial information by segment for the periods indicated (in thousands):

	Nine Months Ended September 30, 2010
										Legacy
							Operating			Portfolio
	Servicing			Originations			Segments			and Other			Eliminations			Consolidated
REVENUES:
Servicing fee income	$	115,343		$	—		$	115,343		$	1,118		$	(5,542	)	$	110,919
Other fee income		5,512			4,491			10,003			1,848			—			11,851
Total fee income		120,855			4,491			125,346			2,966			(5,542	)		122,770
Gain (loss) on mortgage loans held for sale		—			51,887			51,887			—			(133	)		51,754
Total revenues		120,855			56,378			177,233			2,966			(5,675	)		174,524
Total expenses and impairments		71,963			62,136			134,099			11,656			(133	)		145,622
Other income (expense):
Interest income		357			8,327			8,684			67,793			5,542			82,019
Interest expense		(38,723	)		(6,044	)		(44,767	)		(44,531	)		—			(89,298	)
Loss on interest rate swaps and caps		(9,917	)		—			(9,917	)		—			—			(9,917	)
Fair value changes in ABS securitizations		—			—			—			(19,115	)		—			(19,115	)
Total other income (expense)		(48,283	)		2,283			(46,000	)		4,147			5,542			(36,311	)
NET INCOME (LOSS)	$	609		$	(3,475	)	$	(2,866	)	$	(4,543	)	$	—		$	(7,409	)
Depreciation and amortization	$	753		$	538		$	1,291		$	159		$	—		$	1,450
Total assets		601,345			380,355			981,700			876,052			—			1,857,752

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Notes to Consolidated Financial Statements (continued)

14. Business Segment Reporting (continued)

	Nine Months Ended September 30, 2009
										Legacy
							Operating			Portfolio
	Servicing			Originations			Segments			and Other			Eliminations			Consolidated
REVENUES:
Servicing fee income	$	61,475		$	—		$	61,475		$	—		$	(925	)	$	60,550
Other fee income		6,666			318			6,984			—			—			6,984
Total fee income		68,141			318			68,459			—			(925	)		67,534
Gain (loss) on mortgage loans held for sale		—			34,738			34,738			(75,730	)		—			(40,992	)
Total revenues		68,141			35,056			103,197			(75,730	)		(925	)		26,542
Total expenses and impairments		50,040			33,405			83,445			20,154			(925	)		102,674
Other income (expense):
Interest income		2,554			2,910			5,464			33,916			—			39,380
Interest expense		(19,438	)		(2,211	)		(21,649	)		(26,837	)		—			(48,486	)
Gain on interest rate swaps		—			—			—			4			—			4
Total income (expense)		(16,884	)		699			(16,185	)		7,083			—			(9,102	)
NET INCOME (LOSS)	$	1,217		$	2,350		$	3,567		$	(88,801	)	$	—		$	(85,234	)
Depreciation and amortization	$	784		$	414		$	1,198		$	181		$	—		$	1,379

15.  Guarantor Financial Statement Information

In March 2010, Nationstar Mortgage LLC and Nationstar Capital Corporation (the “Issuers”), sold in a private offering $250.0 million aggregate principal amount of 10.875% senior secured notes which mature on April 1, 2015. In December 2010, the Company filed with the Securities and Exchange Commission a Form S-4 registration statement to exchange the privately placed notes with registered notes. The terms of the registered notes are substantially identical to those of the privately placed notes. The notes are jointly and severally guaranteed on a senior secured basis by all of the Issuer’s existing and future wholly-owned domestic restricted subsidiaries, with certain exceptions. All guarantor subsidiaries are 100% owned by the Issuer. All amounts in the following tables are in thousands.

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Notes to Consolidated Financial Statements (continued)

NATIONSTAR MORTGAGE LLC

CONSOLIDATING BALANCE SHEET

SEPTEMBER 30, 2010

(In Thousands)

	Issuer		Guarantor			Non-Guarantor
	(Parent)		(Subsidiaries)			(Subsidiaries)		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	26,843	$	606		$	—	$	—		$	27,449
Restricted cash		23,370		—			27,464		—			50,834
Accounts receivable		413,783		—			4,879		—			418,662
Mortgage loans held for sale		342,766		—			—		—			342,766
Mortgage loans held for investment, subject to non recourse debt		5,005		—			269,227		—			274,232
Mortgage loans held for investment, subject to ABS non recourse debt		—		—			542,493		—			542,493
Investment in debt securities—available-for-sale		280		—			—		(280	)		—
Investment in subsidiaries		269,943		—			—		(269,943	)		—
Receivables from affiliates		—		164,125			132,545		(287,326	)		9,344
Mortgage servicing rights		123,321		—			—		—			123,321
Property and equipment, net		7,467		835			—		—			8,302
Realestate owned, net		107		—			29,277		—			29,384
Other assets		30,965		—			—		—			30,965
Total Assets	$	1,243,850	$	165,566		$	1,005,885	$	(557,549	)	$	1,857,752
LIABILITIES AND EQUITY
Notes payable	$	306,471	$	—		$	225,801	$	—		$	532,272
Unsecured senior notes		243,711		—			—		—			243,711
Payables and accrued liabilities		148,774		(101	)		1,266		—			149,939
Payables to Affiliates		287,326		—			—		(287,326	)		—
Derivative Financial Instruments		1,763		—			9,917		—			11,680
Derivative Financial Instruments, subject to ABS non recourse debt		—		—			20,397		—			20,397
Non recourse debt-Legacy Assets		—		—			145,649		—			145,649
ABS non recourse debt		—		—			498,579		(280	)		498,299
Total Liabilities		988,045		(101	)		901,609		(287,606	)		1,601,947
EQUITY:
Members’ Equity		255,670		165,667			104,276		(269,808	)		255,805
Other comprehensive income		135		—			—		(135	)		—
Total Equity		255,805		165,667			104,276		(269,943	)		255,805
Total Liabilities and Equity	$	1,243,850	$	165,566		$	1,005,885	$	(557,549	)	$	1,857,752

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Notes to Consolidated Financial Statements (continued)

NATIONSTAR MORTGAGE LLC

CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010

(In Thousands)

	Issuer			Guarantor		Non-Guarantor
	(Parent)			(Subsidiaries)		(Subsidiaries)			Eliminations			Consolidated
REVENUES:
Servicing fee income	$	115,244		$	1,217	$	—		$	(5,542	)	$	110,919
Other fee income		5,697			5,670		484			—			11,851
Total fee income		120,941			6,887		484			(5,542	)		122,770
Gain on mortgage loans held for sale		51,754			—		—			—			51,754
Total Revenues		172,695			6,887		484			(5,542	)		174,524
EXPENSES AND IMPAIRMENTS:
Salaries, wages, and benefits		102,927			1,762		—			—			104,689
General and administrative expenses		33,860			1,134		(63	)		—			34,931
Occupancy		5,888			114		—			—			6,002
Total expenses and impairments		142,675			3,010		(63	)		—			145,622
OTHER INCOME (EXPENSE):
Interest Income		12,646			—		63,831			5,542			82,019
Interest Expense		(39,643	)		—		(49,655	)		—			(89,298	)
Loss on interest rate swaps and caps		—			—		(9,917	)		—			(9,917	)
Fair value changes in ABS securitizations		—			—		(19,115	)		—			(19,115	)
Gain/(loss) from subsidiaries		(10,432	)		—		—			10,432			—
Total other income (expense)		(37,429	)		—		(14,856	)		15,974			(36,311	)
NET INCOME/(LOSS)	$	(7,409	)	$	3,877	$	(14,309	)	$	10,432		$	(7,409	)

F-76

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

NATIONSTAR MORTGAGE LLC

CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010

(In Thousands)

	Issuer			Guarantor			Non-Guarantor
	(Parent)			(Subsidiaries)			(Subsidiaries)			Eliminations			Consolidated
OPERATING ACTIVITIES:
Net income/(loss)	$	(7,409	)	$	3,877		$	(14,309	)	$	10,432		$	(7,409	)
Adjustments to reconcile net income/(loss) to net cash provided by (used in)operating activities:
Loss from subsidiaries		10,432			—			—			(10,432	)		—
Share-based compensation		7,459			—			—			—			7,459
Gain/(loss) on mortgage loans held for sale		(51,754	)		—			—			—			(51,754	)
Loss on derivative financial instruments		—			—			9,917			—			9,917
Fair value changes in ABS securitizations		—			—			19,115			—			19,115
Depreciation and amortization		1,441			9			—			—			1,450
Change in fair value of mortgage servicing rights		11,499			—			—			—			11,499
Amortization of debt discount		9,954			—			5,214			—			15,168
Amortization of premiums/discounts		—			—			(3,561	)		—			(3,561	)
Mortgage loan originations and purchases		(1,960,089	)		—			—			—			(1,960,089	)
Cost of loans sold, net of fees		1,831,708			—			—			—			1,831,708
Principal payments/prepayments received and other changes in mortgage loans originated as held for sale		19,065			—			(13,035	)		—			6,030
Changes in assets and liabilities:
Accounts receivable		92,677			3			(32,882	)		—			59,798
Payables to affiliates		(54,382	)		(3,480	)		61,469			—			3,607
Other assets		3,640			—			—			—			3,640
Accounts payable and accrued liabilities		78,277			(197	)		(188	)		—			77,892
Net cash provided by/(used) in operating activities		(7,482	)		212			31,740			—			24,470
INVESTING ACTIVITIES:
Principal payments received and other changes on mortgage loans held for investment, subject to ABS nonrecourse debt		—			—			36,401			—			36,401
Proceeds from sales of real estate owned		—			—			58,506			—			58,506
Purchase of mortgage servicing rights, net of liabilities incurred		(5,863	)		—			—			—			(5,863	)
Acquisitions of property and equipment, net		(3,169	)		(8	)		—			—			(3,177	)
Net cash provided by/(used) in investing activities		(9,032	)		(8	)		94,907			—			85,867
FINANCING ACTIVITIES:
Transfers from/(to) restricted cash		(4,408	)		—			10,968			—			6,560
Issuance of unsecured notes, net of issue discount		243,012			—			—			—			243,012
Decrease in notes payable, net		(224,451	)		—			(15,134	)		—			(239,585	)
Repayment of ABS nonrecourse debt		—			—			(37,240	)		—			(37,240	)
Debt financing costs		(145	)		—			(85,241	)		—			(85,386	)
Distributions to members		(11,894	)		—			—			—			(11,894	)
Net cash used in financing activities		2,114			—			(126,647	)		—			(124,533	)
NET INCREASE (DECREASE) IN CASH		(14,400	)		204			—			—			(14,196	)
CASH, beginning of period		41,243			402			—			—			41,645
CASH, end of period	$	26,843		$	606		$	—		$	—		$	27,449

F-77

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

NATIONSTAR MORTGAGE LLC

CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009

(In Thousands)

	Issuer			Guarantor			Non-Guarantor
	(Parent)			(Subsidiaries)			(Subsidiaries)			Eliminations		Consolidated
REVENUES:
Servicing fee income	$	59,902		$	648		$	—		$	—	$	60,550
Other fee income		3,301			3,683			—			—		6,984
Total fee income		63,203			4,331			—			—		67,534
Loss on mortgage loans held for sale		(40,992	)		—			—			—		(40,992	)
Total Revenues		22,211			4,331			—			—		26,542
EXPENSES AND IMPAIRMENTS:
Salaries, wages, and benefits		61,623			2,051			—			—		63,674
General and administrative		21,510			295			—			—		21,805
Loss on mortgage loans held for investment and foreclosed real estate		2,214			4,244								6,458
Occupancy		5,242			181			—			—		5,423
Loss on available-for-sale securities—other than temporary		5,314			—								5,314
Total expenses and impairments		95,903			6,771			—			—		102,674
OTHER INCOME (EXPENSE):
Interest income		39,150			230			—			—		39,380
Interest expense		(38,589	)		(2,694	)		(7,203	)		—		(48,486	)
Loss on interest rate swaps and caps		4			—			—			—		4
Gain/(loss) from subsidiaries		(12,107	)		—			—			12,107		—
Total other income (expense)		(11,542	)		(2,464	)		(7,203	)		12,107		(9,102	)
NET INCOME/(LOSS)	$	(85,234	)	$	(4,904	)	$	(7,203	)	$	12,107	$	(85,234	)

F-78

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

NATIONSTAR MORTGAGE LLC

CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009

(In Thousands)

	Issuer			Guarantor			Non-Guarantor
	(Parent)			(Subsidiaries)			(Subsidiaries)			Eliminations			Consolidated
OPERATING ACTIVITIES:
Net income/(loss)	$	(85,234	)	$	(4,904	)	$	(7,203	)	$	12,107		$	(85,234	)
Adjustments to reconcile net income/(loss) to net cash provided by (used in) operating activities:
Loss from subsidiaries		12,107			—			—			(12,107	)		—
Share-based compensation		429			—			—			—			429
Gain/(loss) on mortgage loans held for sale		40,992			—			—			—			40,992
Loss on mortgage loans held for investment and foreclosed real estate		2,214			4,244			—			—			6,458
Loss on derivative financial instruments		(4	)		—			—			—			(4	)
Depreciation and amortization		1,345			34			—			—			1,379
Impairment of investments in debt securities		5,314			—			—			—			5,314
Change in fair value of mortgage servicing rights		22,660			—			—			—			22,660
Amortization of debt discount		13,216			—			—			—			13,216
Mortgage loans originated and purchased, net of fees		(1,004,715	)		—			—			—			(1,004,715	)
Cost of loans sold, net of fees		719,939			—			—			—			719,939
Principal payments/prepayments received and other changes in mortgage loans originated as held for sale		307,343			—			—			—			307,343
Changes in assets and liabilities:
Accounts receivable		(22,053	)		245			—			—			(21,808	)
Payables to affiliates		35,254			(48,500	)		116,240			—			102,994
Other assets		(12,683	)		—			—			—			(12,683	)
Accounts payable and accrued liabilities		4,179			(19	)		(19	)		—			4,141
Net cash provided by/(used) in operating activities		40,303			(48,900	)		109,018			—			100,421
INVESTING ACTIVITIES:
Proceeds from sales of real estate owned		(2,124	)		35,328			—			—			33,204
Purchase of mortgage servicing rights, net of liabilities incurred		(1,190	)		—			—			—			(1,190	)
Acquisitions of property and equipment, net		(1,971	)		(34	)		—			—			(2,005	)
Net cash provided by/(used) in investing activities		(5,285	)		35,294			—			—			30,009
FINANCING ACTIVITIES:
Restricted cash		(37,896	)		13,753			(12,599	)		—			(36,742	)
Issuance of unsecurred notes, net of issue discount		—			—			—			—			—
(Decrease) Increase in notes payable, net		14,062			—			(96,419	)		—			(82,357	)
Debt financing costs		(10,623	)		—			—			—			(10,623	)
Distributions to members		—			—			—			—			—
Capital contributions from members		20,700			—			—			—			20,700
Net cash provided by/(used in) financing activities		(13,757	)		13,753			(109,018	)		—			(109,022	)
NET INCREASE (DECREASE) IN CASH		21,261			147			—			—			21,408
CASH, beginning of period		9,146			211			—			—			9,357
CASH, end of period	$	30,407		$	358		$	—		$	—		$	30,765

F-79

Nationstar Mortgage LLC and Subsidiaries

Notes to Consolidated Financial Statements (continued)

16.  Subsequent Events

In October 2010, Nationstar acquired the mortgage servicing rights for approximately $1.4 billion in residential mortgage loans from an unaffiliated third party. Total purchase price for the acquired mortgage servicing rights was approximately $6.7 million, and the loans are scheduled to be transferred to the Company in November 2010.

In October 2010, Nationstar amended the first Master Repurchase Agreement (see Note 9) that was outstanding with a certain financial institution. Based on the terms of the new amended agreement, the total borrowing capacity was increased to $75 million and is set to expire in October 2011.

In October 2010, Nationstar amended the third Master Repurchase Agreement (see Note 9) that was outstanding with a certain financial institution. Based on the terms of the new amended agreement, the total borrowing capacity was increased to $100 million and is set to expire in December 2011.

Subsequent to September 30, 2010, Nationstar executed a sixty-four month lease agreement. The terms of the executed lease agreement require Nationstar to make total monthly base rent payments averaging approximately $113.0 thousand over the term of the lease.

On December 17, 2010, Nationstar entered into a settlement agreement and consent order with the North Carolina Office of the Commissioner of Banks resulting in an administrative penalty of $1.3 million and refunds of fees to borrowers in the amount of $3.0 million. These amounts have been accrued as of September 30, 2010.

F-80

Annex A

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to be taken, you should immediately consult your broker, bank manager, lawyer, accountant, investment advisor or other professional adviser.

LETTER OF TRANSMITTAL

Relating to

Nationstar Mortgage LLC

Nationstar Capital Corporation

Offer to Exchange

any and all of their outstanding unregistered 10.875% Senior Notes due 2015 (CUSIP Nos. U6375Y AA4 and 63860U AA8) for $250,000,000 aggregate principal amount of its new 10.875% Senior Notes due 2015 that have been registered under the Securities Act of 1933

This document relates to the exchange offer (the “Exchange Offer”) made by Nationstar Mortgage LLC (the “Company”) and Nationstar Capital Corporation (the “Co-issuer,” and together with the Company, the “Issuers”) to exchange any and all of their unregistered $250,000,000 10.875% Senior Notes due 2015 (the “Old Notes”) for new 10.875% Senior Notes due 2015 (the “New Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Exchange Offer is described in the Prospectus dated          , 2011 (the “Prospectus”) and in this letter of transmittal (this “Letter of Transmittal”). All terms and conditions contained in, or otherwise referred to in, the Prospectus are deemed to be incorporated in, and form a part of, this Letter of Transmittal. Therefore you are urged to read carefully the Prospectus and the items referred to therein. The terms and conditions contained in the Prospectus, together with the terms and conditions governing this Letter of Transmittal and the instructions herein, are collectively referred to herein as the “terms and conditions.”

The Exchange Offer will expire at 5:00 p.m., New York City time, on          , 2011, unless extended by the Issuers (such date and time, as they may be extended, the “Expiration Date”). Tendered Old Notes may be withdrawn at any time prior to the expiration of the Exchange Offer.

Upon the satisfaction or waiver of the conditions to the acceptance of Old Notes set forth in the Prospectus under “Description of the Exchange Offer—Conditions to the Exchange Offer”, the Issuers will accept for settlement Old Notes that have been validly tendered (and not subsequently validly withdrawn). This acceptance date is referred to as the “Acceptance Date.” The Issuers will deliver the New Notes on a date (the “Settlement Date”) as soon as practicable after the Expiration Date.

The Exchange Agent for the Exchange offer is:

By Regular Mail or Overnight Courier:

Wells Fargo Bank, National Association
Corporate Trust Operations
MAC N9303-121
Sixth & Marquette Avenue
Minneapolis, MN 55479

By facsimile: (612)-667-6282

For Information or Confirmation by Telephone: (800) 344-5128

This Letter of Transmittal is to be used by holders of the Old Notes. Tender of Old Notes is to be made using the Automated Tender Offer Program (“ATOP”) of The Depository Trust Company (“DTC”) pursuant to the procedures set forth in the Prospectus under the caption “Description of the Exchange Offer—Procedures for Tendering.” DTC participants that are accepting the Exchange Offer must

A-1

transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s DTC account. DTC will then send a computer-generated message known as an “agent’s message” to the Exchange Agent for its acceptance. For you to validly tender your Old Notes in the Exchange Offer, the Exchange Agent must receive, prior to the Expiration Date, an agent’s message under the ATOP procedures that confirms that:

•  DTC has received your instructions to tender your Old Notes; and

•  You agree to be bound by the terms of this Letter of Transmittal.

By using the ATOP procedures to tender Old Notes, you will not be required to deliver this Letter of Transmittal to the Exchange Agent. However, you will be bound by its terms, and you will be deemed to have made the acknowledgments and the representations and warranties it contains, just as if you had signed it.

The New Notes will be issued in full exchange for Old Notes in the Exchange Offer, if consummated, on the Settlement Date and will be delivered in book-entry form.

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Please read the accompanying instructions carefully.

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuers the aggregate principal amount of Old Notes credited by the undersigned to the Exchange Agent’s account at DTC using ATOP.

The undersigned understands that validly tendered Old Notes (or defectively tendered Old Notes with respect to which the Issuers have waived such defect or caused such defect to be waived) will be deemed to have been accepted by the Issuers if, as and when the Issuers give oral or written notice thereof to the Exchange Agent. The undersigned understands that, subject to the terms and conditions, Old Notes properly tendered and accepted (and not validly withdrawn) in accordance with the terms and conditions will be exchanged for New Notes. The undersigned understands that, under certain circumstances, the Issuers may not be required to accept any of the Old Notes tendered (including any such Old Notes tendered after the Expiration Date). If any Old Notes are not accepted for exchange for any reason (or if Old Notes are validly withdrawn), such Old Notes will be returned, without expense, to the undersigned’s account at DTC or such other account as designated herein, pursuant to the book-entry transfer procedures described in the Prospectus, as promptly as practicable after the expiration or termination of the Exchange Offer.

By tendering Old Notes in the Exchange Offer, the undersigned acknowledges that the Exchange Offer is being made based upon the Issuers’ understanding of an interpretation by the staff of the Securities and Exchange Commission (the “SEC”) as set forth in no-action letters issued to other parties, including Exxon Capital Holdings Corporation, SEC No-Action Letter (available May 13, 1988), Morgan Stanley & Co. Incorporated, SEC No-Action Letter (available June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (available July 2, 1993), that the New Notes issued in exchange for the Old Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by each holder thereof (other than a broker-dealer who acquires such New Notes directly from the Issuers for resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act or any such holder that is an “affiliate” of the Issuers within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Notes are acquired in the ordinary course of such holder’s business and such holder is not engaged in, and does not intend to engage in, a distribution of such New Notes and has no arrangement with any person to participate in the distribution of such New Notes. If the undersigned is not a broker-dealer, the undersigned represents that it acquires the New Notes in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Notes and it has no arrangements or understandings with any person to participate in a distribution of the New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, it represents that the Old Notes to be exchanged for New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Upon agreement to the terms of this Letter of Transmittal pursuant to an agent’s message, the undersigned, or the beneficial holder of Old Notes on behalf of which the undersigned has tendered, will, subject to that holder’s ability to withdraw its tender, and subject to the terms and conditions of the Exchange Offer generally, hereby:

•  irrevocably sell, assign and transfer to or upon the order of the Issuers or their nominee all right, title and interest in and to, and any and all claims in respect of or arising or having arisen as a result of the undersigned’s status as a holder of, all Old Notes tendered hereby, such that thereafter it shall have no contractual or other rights or claims in law or equity against the

A-3

Issuers or any fiduciary, trustee, fiscal agent or other person connected with the Old Notes arising under, from or in connection with such Old Notes;

•  waive any and all rights with respect to the Old Notes tendered hereby, including, without limitation, any existing or past defaults and their consequences in respect of such Old Notes; and

•  release and discharge the Issuers, the Guarantors and Wells Fargo Bank, National Association, as the trustee for the Old Notes from any and all claims the undersigned may have, now or in the future, arising out of or related to the Old Notes tendered hereby, including, without limitation, any claims that the undersigned is entitled to receive additional principal or interest payments with respect to the Old Notes tendered hereby, other than as expressly provided in the Prospectus and in this Letter of Transmittal, or to participate in any redemption or defeasance of the Old Notes tendered hereby.

The undersigned understands that tenders of Old Notes pursuant to the procedures described in the Prospectus and in this Letter of Transmittal and acceptance of such Old Notes by the Issuers will, following such acceptance, constitute a binding agreement between the undersigned and the Issuers upon the terms and conditions.

By tendering Old Notes in the Exchange Offer, the undersigned represents, warrants and agrees that:

•  it has received and reviewed the Prospectus;

•  it is the beneficial owner (as defined below) of, or a duly authorized representative of one or more beneficial owners of, the Old Notes tendered hereby, and it has full power and authority to execute this Letter of Transmittal;

•  the Old Notes being tendered hereby were owned as of the date of tender, free and clear of any liens, charges, claims, encumbrances, interests and restrictions of any kind, and the Issuers will acquire good, indefeasible and unencumbered title to such Old Notes, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind, when the Issuers accept the same;

•  it will not sell, pledge, hypothecate or otherwise encumber or transfer any Old Notes tendered hereby from the date of this Letter of Transmittal, and any purported sale, pledge, hypothecation or other encumbrance or transfer will be void and of no effect;

•  in evaluating the Exchange Offer and in making its decision whether to participate in the Exchange Offer by tendering its Old Notes, the undersigned has made its own independent appraisal of the matters referred to in the Prospectus and this Letter of Transmittal and in any related communications and it is not relying on any statement, representation or warranty, express or implied, made to such holder by the Issuers or the Exchange Agent, other than those contained in the Prospectus, as amended or supplemented through the Expiration Date;

•  the execution and delivery of this Letter of Transmittal shall constitute an undertaking to execute any further documents and give any further assurances that may be required in connection with any of the foregoing, in each case on and subject to the terms and conditions described or referred to in the Prospectus;

•  the agreement to the terms of this Letter of Transmittal pursuant to an agent’s message shall, subject to the terms and conditions of the Exchange Offer, constitute the irrevocable appointment of the Exchange Agent as its attorney and agent and an irrevocable instruction to such attorney and agent to complete and execute all or any forms of transfer and other documents at the discretion of that attorney and agent in relation to the Old Notes tendered hereby in favor of the Issuers or any other person or persons as the Issuers may direct and to deliver such forms of transfer and other documents in the attorney’s and agent’s discretion and

A-4

the certificates and other documents of title relating to the registration of such Old Notes and to execute all other documents and to do all other acts and things as may be in the opinion of that attorney or agent necessary or expedient for the purpose of, or in connection with, the acceptance of the Exchange Offer, and to vest in the Issuers or their nominees such Old Notes;

•  the terms and conditions of the Exchange Offer shall be deemed to be incorporated in, and form a part of, this Letter of Transmittal, which shall be read and construed accordingly;

•  it is acquiring the New Notes in the ordinary course of its business;

•  it is not participating in, and does not intend to participate in, a distribution of the New Notes within the meaning of the Securities Act and has no arrangement or understanding with any person to participate in a distribution of the New Notes within the meaning of the Securities Act;

•  it is not a broker-dealer who acquired the Old Notes directly from the Issuers; and

•  it is not an “affiliate” of the Issuers, within the meaning of Rule 405 of the Securities Act.

The representations, warranties and agreements of a holder tendering Old Notes shall be deemed to be repeated and reconfirmed on and as of the Expiration Date and the Settlement Date. For purposes of this Letter of Transmittal, the “beneficial owner” of any Old Notes means any holder that exercises investment discretion with respect to such Old Notes.

The undersigned understands that tenders may not be withdrawn at any time after the Expiration Date, except as set forth in the Prospectus, unless the Exchange Offer is amended with changes to the terms and conditions that are, in the reasonable judgment of the Issuers, materially adverse to the tendering holders, in which case tenders may be withdrawn under the conditions described in the extension.

If the Exchange Offer is amended in a manner determined by the Issuers to constitute a material change, the Issuers will extend the Exchange Offer for a period of two to ten business days, depending on the significance of the amendment and the manner of disclosure to such holders, if the Exchange Offer would otherwise have expired during such two to ten business day period.

All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the undersigned’s successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned.

o   CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

By crediting the Old Notes to the Exchange Agent’s account at DTC using ATOP and by complying with applicable ATOP procedures with respect to the Exchange Offer, the participant in DTC confirms on behalf of itself and the beneficial owners of such Old Notes all provisions of this Letter of Transmittal (including all representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent.

A-5

INSTRUCTIONS FORMING PART OF
THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1.  Book-Entry Confirmations

Any confirmation of a book-entry transfer to the Exchange Agent’s account at DTC of Old Notes tendered by book-entry transfer, as well as an agent’s message, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth on the cover page of this Letter of Transmittal prior to 5:00 p.m., New York City time, on the Expiration Date.

2.  Validity of Tenders

The Issuers will determine in their sole discretion all questions as to the validity, form, eligibility, time of receipt, acceptance of tendered Old Notes and withdrawal of tendered Old Notes. The Issuers’ determination will be final and binding. The Issuers reserve the absolute right to reject any Old Notes not properly tendered or any acceptance of Old Notes that would, in the opinion of its counsel, be unlawful. The Issuers also reserve the right to waive any defect, irregularities or conditions of tender as to particular Old Notes. The Issuers’ interpretation of the terms and conditions of the Exchange Offer, including the instructions in this Letter of Transmittal, will be final and binding on all parties. Unless waived, all defects or irregularities in connection with tenders of Old Notes must be cured within such time as the Issuers shall determine. Although the Issuers intend to notify holders of defects or irregularities with respect to tenders of Old Notes, none of the Issuers, the Exchange Agent and any other person will incur any liability for failure to give such notification. Tenders of Old Notes will not be deemed made until such defects or irregularities have been cured or waived. Any Old Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the tendering holder through the facilities of DTC as soon as practicable after the Expiration Date.

3.  Waiver of Conditions

The Issuers reserve the absolute right to waive, in whole or part, at any time or from time to time, any of the conditions to the Exchange Offer set forth in the Prospectus or in this Letter of Transmittal.

4.  No Conditional Tender

No alternative, conditional, irregular or contingent tender of Old Notes will be accepted.

5.  Request for Assistance or Additional Copies

Requests for assistance or for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address, telephone numbers or fax number set forth on the cover page of this Letter of Transmittal. Holders may also contact their commercial bank, broker, dealer, trust company or other nominee for assistance concerning the Exchange Offer.

6.  Withdrawal

Tenders of Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date. For a withdrawal to be effective you must comply with the appropriate ATOP procedures. Any notice of withdrawal must specify the name and number of the account at DTC to be credited with withdrawn Old Notes and otherwise comply with the ATOP procedures. For more information, see the section of the Prospectus entitled “Description of the Exchange Offer—Withdrawal of Tenders.”

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7.  Transfer Taxes

Holders who tender their Old Notes for exchange will not be obligated to pay any transfer taxes in connection with that tender or exchange, except that holders who instruct the Issuers to register New Notes in the name of, or request that Old Notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax on those Old Notes.

IMPORTANT: BY USING THE ATOP PROCEDURES TO TENDER OLD NOTES, YOU WILL NOT BE REQUIRED TO DELIVER THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT. HOWEVER, YOU WILL BE BOUND BY ITS TERMS, AND YOU WILL BE DEEMED TO HAVE MADE THE ACKNOWLEDGMENTS AND THE REPRESENTATIONS AND WARRANTIES IT CONTAINS, JUST AS IF YOU HAD SIGNED IT.

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Nationstar Mortgage LLC

Nationstar Capital Corporation

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.   Indemnification of Directors and Officers.

(a) Nationstar Capital Corporation; Nationstar 2009 Equity Corporation; NSM Recovery Services Inc.; NSM Foreclosure Services Inc. (each a Delaware corporation and, collectively referred to herein as the “Delaware Corporations”)

Subsection (a) of Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”), empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

Subsection (b) of Section 145 of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Subsection (d) of Section 145 of the DGCL provides that any indemnification under subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of Section 145. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

Section 145 of the DGCL further provides that to the extent a present or former director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim,

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issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith and that such expenses may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in Section 145 of the DGCL; that any indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; that any indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators; and empowers the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145.

Section 174 of the DGCL provides, among other things, that a director, who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held liable for these actions. A director who was either absent when the unlawful actions were approved or dissented at the time, may avoid liability by causing his or her dissent to these actions to be entered in the books containing the minutes of the meetings of the board of directors at the time the action occurred or immediately after the absent director receives notice of the unlawful acts.

Section 102(b)(7) of the DGCL provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.

Article VII of By-laws of Nationstar Capital Corporation provides that it shall indemnify each person who is or was an officer or director to the fullest extent permitted by Certificate of Incorporation, which in turns provides in Article IV that the Corporation shall, to the fullest extent permitted by DGCL, indemnify any director or officer against any expenses, liabilities or other matter referred to in Section 145 of DGCL.

Article VII of By-laws of Nationstar 2009 Equity Corporation provides that it shall indemnify each person who is or was an officer or director to the fullest extent permitted by Certificate of Incorporation, which in turns provides in Article IV that the Corporation shall, to the fullest extent permitted by DGCL, indemnify any director or officer against any expenses, liabilities or other matter referred to in Section 145 of DGCL.

Both Article VII of Certificate of Incorporation and Article VIII of By-laws of NSM Recovery Services Inc. provide that the Corporation shall, to the fullest extent permitted by Section 145 of DGCL, indemnify any director, officer against expenses (including attorney’s fees), judgments, fines, amounts paid in settlements and/or other maters referred to in or covered by Section 145 of DGCL.

Both Article VII of Certificate of Incorporation and Article VIII of By-laws of NSM Foreclosure Services Inc. provide that the Corporation shall, to the fullest extent permitted by Section 145 of DGCL, indemnify any director, officer against expenses (including attorney’s fees), judgments, fines, amounts paid in settlements and/or other maters referred to in or covered by Section 145 of DGCL.

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(b) Nationstar Mortgage LLC; Centex Land Vista Ridge Lewisville III General Partner, LLC; Harwood Service Company LLC; Homeselect Settlement Solutions, LLC (each a Delaware limited liability company and, collectively referred to herein as the “LLCs”)

The LLCs are each empowered by Section 18-108 of the Delaware Limited Liability Company Act to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Section 19 of Third Amended and Restated Limited Liability Company Agreement of Nationstar Mortgage LLC provides that officers and directors shall be entitled, to the fullest extent permitted by law, to indemnification from the Company for any liability, loss, damage or claim arises out of any action or inaction of an officer or director, which indemnification shall only be available, except in cases of fraud, gross negligence, or willful misconduct.

Centex Land Vista Ridge Lewisville III General Partner, LLC’s Certificate of Formation and Limited Liability Company Agreement are silent on indemnification provisions.

Harwood Service Company LLC’s Certificate of Formation and Limited Liability Company Agreement are silent on indemnification provisions.

Homeselect Settlement Solutions, LLC’s Certificate of Formation and Limited Liability Company Agreement are silent on indemnification provisions.

Nationstar Mortgage LLC maintains insurance on behalf of its members, managers and officers, insuring them against any liability asserted against them in their capacities as members, managers and officers or arising out of such status.

(c) Centex Land Vista Ridge Lewisville III, L.P. (a Delaware limited partnership and referred to herein as the “Delaware LP”)

The Delaware LP is empowered by Section 17-108 of the Delaware Revised Uniform Limited Partnership Act, subject to the limitations in the partnership agreement, to indemnify and hold harmless any person against any and all claims and demands.

The Section 5.4 of the Agreement of Limited Partnership of the Delaware LP provides that the Partnership shall indemnify and hold harmless the General Partner, any such Affiliates, and any Specified Agents against losses, damages, expenses (including attorney’s fees), judgments and amounts paid in settlement actually and reasonably incurred by or in connection with such claim, action, suit or processing, except in cases of bad faith, willful misconduct or fraud.

(d) Harwood Insurance Services, LLC (a California Limited Liability Company and referred to herein as the “California LLC”)

Under Section 17153 of the California Limited Liability Company Act, except for a breach of duty, the articles of organization or written operating agreement of a limited liability company may provide for indemnification of any person, including, without limitation, any manager, member, officer, employee or agent of the limited liability company, against judgments, settlements, penalties, fines or expenses of any kind incurred as a result of acting in that capacity. A limited liability company shall have the power to purchase and maintain insurance on behalf of any manager, member, officer, employee or agent of the limited liability company against any liability asserted against on incurred by the person in that capacity or arising out of the person’s status as a manager, member, officer, employee or agent of the limited liability company.

The California LLC’s Articles of Organization and Limited Liability Company Agreement are silent on indemnification provisions.

(e) Harwood Service Company Of Georgia, LLC (a Georgia Limited Liability Company and referred to herein as the “Georgia LLC”)

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Section 14-11-306 of the Georgia Limited Liability Company Act provides that subject to the standards and restrictions, if any, set forth in the article of organization or written operating agreement, a limited liability company may indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever arising in connection with the limited liability company; provided that a limited liability company shall not have the power to indemnify any member or manager for (i) for his or her intentional misconduct or knowing violation of the law or (ii) for any transaction for which the person received a personal benefit in violation of any provision of a written operating agreement.

The Georgia LLC’s Articles of Organization and Limited Liability Company Agreement are silent on indemnification provisions.

(f) Harwood Service Company of New Jersey, LLC (a New Jersey Limited Liability Company and referred to herein as the “New Jersey LLC”)

Section 42:2B-10 of the New Jersey Limited Liability Company Act provides that subject to such standards and restrictions, if any, as are set forth in a limited liability company’s operating agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

The New Jersey LLC’s Articles of Organization and Limited Liability Company Agreement are silent on indemnification provisions.

(g) Nationstar Equity Corporation (a Nevada Corporation and referred to herein as the “Nevada Corporation”)

Chapter 78 of the Nevada Revised Statutes (“NRS”) allows directors and officers to be indemnified against liabilities they may incur while serving in such capacities. Under the applicable statutory provisions, the registrant may indemnify its directors or officers who were or are a party or are threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that they are or were directors or officers of the corporation, or are or were serving at the request of the corporation as directors or officers of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by them in connection with the action, suit, or proceeding, unless it is ultimately determined by a court of competent jurisdiction that they breached their fiduciary duties by intentional misconduct, fraud, or a knowing violation of law or did not act in good faith and in a manner which they reasonably believed to be in or not opposed to the best interests of the registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. In addition, the applicable statutory provisions mandate that the registrant indemnify its directors and officers who have been successful on the merits or otherwise in defense of any action, suit, or proceeding against expenses, including attorneys’ fees, actually and reasonably incurred by them in connection with the defense. The registrant will advance expenses incurred by directors or officers in defending any such action, suit, or proceeding upon receipt of written confirmation from such officers or directors that they have met certain standards of conduct and an undertaking by or on behalf of such officers or directors to repay such advances if it is ultimately determined that they are not entitled to indemnification by the registrant.

Article VI of the By-laws of the Nevada Corporation provides that the Nevada Corporation shall indemnify any director or officer who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to be the best interests of the Nevada Corporation.

(h) Nationstar Industrial Loan Company (a Tennessee Company and referred to herein as the “Tennessee Corporation”)

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Part 5 of Chapter 18 of the Tennessee Business Corporation Act authorizes a court to award, or a corporation’s board of directors to grant, indemnity to an officer, director, employee or agent of the corporation under certain circumstances and subject to certain limitations.

Sections 48-18-301(d) and 48-18-403(d) of the Tennessee Business Corporation Act provide that a director or officer shall not be liable for any action taken as a director or officer or any failure to take any action if the director or officer performed the duties of his or her office (i) in good faith, (ii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances and (iii) in a manner the director reasonably believes to be in the best interests of the corporation.

Article IV of the By-laws of the Tennessee Corporation provides that the Tennessee Corporation shall indemnify any director or officer who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to be the best interests of the Tennessee Corporation.

(i) Nationstar Industrial Loan Corporation (a Minnesota Corporation and referred to herein as the “Minnesota Corporation”)

Section 302A.521 of the Minnesota Business Corporation Act (“MNBCA”) provides that a corporation shall indemnify any person made or threatened to be made a party to a proceeding by reason of the former or present official capacity (as defined in Section 302A.521 of the MNBCA) of such person against judgments, penalties, fines, including, without limitation, excise taxes assessed against such person with respect to an employee benefit plan, settlements and reasonable expenses, including attorneys’ fees and disbursements, incurred by such person in connection with the proceeding, if, with respect to the acts or omissions of such person complained of in the proceeding, such person: has not been indemnified therefor by another organization or employee benefit plan; acted in good faith; received no improper personal benefit and Section 302A.255 of the MNBCA (with respect to director conflicts of interest), if applicable, has been satisfied; in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and in the case of acts or omissions occurring in such person’s performance in an official capacity, such person must have acted in a manner such person reasonably believed was in the best interests of the corporation or, in certain limited circumstances, not opposed to the best interests of the corporation.

In addition, Section 302A.521, subd. 3 of the MNBCA requires payment by the registrant, upon written request, of reasonable expenses in advance of final disposition in certain instances. A decision as to required indemnification is made by a majority of the disinterested board of directors present at a meeting at which a disinterested quorum is present, or by a designated committee of disinterested directors, by special legal counsel, by the disinterested shareholders, or by a court.

Article IV of the By-laws of the Minnesota Corporation provides that the Minnesota Corporation shall indemnify any director or officer who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to be the best interests of the Minnesota Corporation.

Item 21.   Exhibits and Financial Statement Schedules.

Exhibit
Number			Description
	3	.1	Certificate of Formation of Nationstar Mortgage LLC.
	3	.2	Operating Agreement of Nationstar Mortgage LLC.

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Exhibit
Number			Description
	3	.3	Certificate of Incorporation of Nationstar Capital Corporation.
	3	.4	By-Laws of Nationstar Capital Corporation.
	4	.1	Indenture, dated as of March 26, 2010, among Nationstar Mortgage LLC, Nationstar Capital Corporation, and Wells Fargo Bank, N.A., as trustee, including the form of 10.875% Senior Note due 2015 (the “Indenture”).
	4	.2	Supplemental Indenture dated as of August 31, 2010, among NSM Recovery Services Inc, a subsidiary of Nationstar Mortgage LLC, and Wells Fargo Bank, National Association, as trustee.
	4	.3	Supplemental Indenture, dated as of December 13, 2010, among NSM Foreclosure Services Inc, a subsidiary of Nationstar Mortgage LLC, and Wells Fargo Bank, National Association, as trustee.
	4	.4	Registration Rights Agreement, dated as of March 26, 2010, among Nationstar Mortgage LLC, Nationstar Capital Corporation, Barclays Capital Inc., Banc of America Securities LLC, Deutsche Bank Securities Inc. and RBS Securities Inc.
	5	.1	Opinion of Cleary Gottlieb Steen & Hamilton LLP.
	10	.1	Amended and Restated Servicer Advance Early Reimbursement Addendum, dated as of August 16, 2010, between Nationstar Mortgage LLC and Fannie Mae.*
	10	.2	Fifth Amended and Restated Master Repurchase Agreement, dated as of January 27, 2010, between The Royal Bank of Scotland plc, as buyer, and Nationsar Mortgage LLC, as seller.*
	10	.3	Subservicing Agreement, dated as of October 29, 2010, between Fannie Mae and Nationstar Mortgage LLC.*
	10	.4	Strategic Relationship Agreement, dated as of December 16, 2009, between Fannie Mae and Nationstar Mortgage LLC.*
	10	.5	Employment Agreement, dated as of January 29, 2008, by and between Nationstar Mortgage LLC and Robert L. Appel.
	10	.6	Amendment, dated as of September 17, 2010, to Employment Agreement dated January 29, 2008 by and between Nationstar Mortgage LLC and Robert L. Appel.
	10	.7	Employment Agreement, dated as of February 19, 2009, by and between Nationstar Mortgage LLC and Douglas Krueger.
	10	.8	Employment Agreement, dated as of September 17, 2010, by and between Nationstar Mortgage LLC and Anthony H. Barone.
	10	.9	Employment Agreement, dated as of September 17, 2010, by and between the Company and Jay Bray.
	10	.10	Employment Agreement, dated as of September 17, 2010, by and between Nationstar Mortgage LLC and Amar Patel.
	10	.11	Form of Restricted Series 1 Preferred Unit Award Agreement under FIF HE Holdings LLC Fifth Amended and Restated Limited Liability Company Agreement.
	10	.12	Form of Series 1 Class A Unit Award Agreement under FIF HE Holdings LLC Fifth Amended and Restated Limited Liability Company.
	10	.13	Form of Series 2 Class A Unit Award Agreement under FIF HE Holdings LLC Fifth Amended and Restated Limited Liability Company.
	10	.14	Nationstar Mortgage LLC Annual Incentive Compensation Plan.
	10	.15	Nationstar Mortgage LLC Incentive Program Summary.
	10	.16	Nationstar Mortgage LLC Long-Term Incentive Plan.
	12	.1	Computation of Ratio of Earnings to Fixed Charges.
	21	.1	Subsidiaries of the Registrants.
	23	.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
	23	.2	Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1).

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Exhibit
Number			Description
	25	.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Wells Fargo Bank, N.A., as trustee under the Indenture.

*  Certain portions of this exhibit have been omitted and have been filed separately with the SEC pursuant to a request for confidential treatment under Rule 406 as promulgated under the Securities Act of 1933, as amended.

Item 22.   Undertakings.

(a) The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrants hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of each registrant pursuant to the foregoing provisions, or otherwise, each registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by each registrant of expenses incurred or paid by a director, officer or controlling

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person of each registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(e) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act, each registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lewisville, State of Texas, on December 22, 2010.

NATIONSTAR MORTGAGE LLC

By:  /s/  Ron L. Fountain

Ron L. Fountain

Assistant Secretary

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on December 22, 2010.

/s/  Anthony H. Barone Anthony H. Barone	President, Chief Executive Officer and Manager (Principal Executive Officer)
/s/  Jay Bray Jay Bray	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
/s/  Peter Smith Peter Smith	Manager

SIGNATURES

Pursuant to the requirements of the Securities Act, each registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lewisville, State of Texas, on December 22, 2010.

NATIONSTAR CAPITAL CORPORATION

By:  /s/  Ron L. Fountain

Ron L. Fountain

Assistant Secretary

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on December 22, 2010.

/s/  Anthony H. Barone Anthony H. Barone	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/  Jay Bray Jay Bray	Executive Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act, each registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lewisville, State of Texas, on December 22, 2010.

CENTEX LAND VISTA RIDGE LEWISVILLE III
     GENERAL PARTNER, LLC

By:  /s/  Ron L. Fountain

Ron L. Fountain

Assistant Secretary

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on December 22, 2010.

/s/  Anthony H. Barone Anthony H. Barone	President and Chief Executive Officer (Principal Executive Officer)
/s/  Jay Bray Jay Bray	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act, each registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lewisville, State of Texas, on December 22, 2010.

CENTEX LAND VISTA RIDGE LEWISVILLE III, L.P.

By:  CENTEX LAND VISTA RIDGE LEWISVILLE III
     GENERAL PARTNER, LLC,

its General Partner

By:  NATIONSTAR MORTGAGE LLC,

its Sole Member

By:  /s/  Ron L. Fountain

Ron L. Fountain

Assistant Secretary

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on December 22, 2010.

/s/  Anthony H. Barone Anthony H. Barone	President and Chief Executive Officer (Principal Executive Officer)
/s/  Jay Bray Jay Bray	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act, each registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lewisville, State of Texas, on December 22, 2010.

HARWOOD SERVICE COMPANY LLC

By:  NATIONSTAR MORTGAGE LLC

its Sole Member

By:  /s/  Ron L. Fountain

Ron L. Fountain

Assistant Secretary

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on December 22, 2010.

/s/  Anthony H. Barone Anthony H. Barone	President and Chief Executive Officer (Principal Executive Officer)
/s/  Jay Bray Jay Bray	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act, each registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lewisville, State of Texas, on December 22, 2010.

HARWOOD INSURANCE SERVICES, LLC

By:  NATIONSTAR MORTGAGE LLC

its Sole Member

By:  /s/  Ron L. Fountain

Ron L. Fountain

Assistant Secretary

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on December 22, 2010.

/s/  Anthony H. BaroneAnthony H. Barone	President and Chief Executive Officer (Principal Executive Officer)
/s/  Jay BrayJay Bray	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act, each registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lewisville, State of Texas, on December 22, 2010.

HARWOOD INSURANCE COMPANY OF
GEORGIA, LLC

By:  NATIONSTAR MORTGAGE LLC

its Sole Member

By:  /s/  Ron L. Fountain

Ron L. Fountain

Assistant Secretary

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on December 22, 2010.

/s/  Anthony H. BaroneAnthony H. Barone	President and Chief Executive Officer (Principal Executive Officer)
/s/  Jay BrayJay Bray	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act, each registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lewisville, State of Texas, on December 22, 2010.

HARWOOD SERVICE COMPANY OF NEW JERSEY, LLC

By:  NATIONSTAR MORTGAGE LLC

its Sole Member

By:  /s/  Ron L. Fountain

Ron L. Fountain

Assistant Secretary

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on December 22, 2010.

/s/  Anthony H. BaroneAnthony H. Barone	President and Chief Executive Officer (Principal Executive Officer)
/s/  Jay BrayJay Bray	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act, each registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lewisville, State of Texas, on December 22, 2010.

HOMESELECT SETTLEMENT SOLUTIONS, LLC

By:  NATIONSTAR MORTGAGE LLC

its Sole Member

By:  /s/  Ron L. Fountain

Ron L. Fountain

Assistant Secretary

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on December 22, 2010.

/s/  Anthony H. BaroneAnthony H. Barone	President and Chief Executive Officer (Principal Executive Officer)
/s/  Jay BrayJay Bray	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act, each registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lewisville, State of Texas, on December 22, 2010.

NATIONSTAR EQUITY CORPORATION

By:  /s/  Ron L. Fountain

Ron L. Fountain

Assistant Secretary

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on December 22, 2010.

/s/  Anthony H. BaroneAnthony H. Barone	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/  Jay BrayJay Bray	Executive Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act, each registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lewisville, State of Texas, on December 22, 2010.

NATIONSTAR INDUSTRIAL LOAN COMPANY

By:  /s/  Ron L. Fountain

Ron L. Fountain

Assistant Secretary

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on December 22, 2010.

/s/  Anthony H. BaroneAnthony H. Barone	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/  Jay BrayJay Bray	Executive Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act, each registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lewisville, State of Texas, on December 22, 2010.

NATIONSTAR INDUSTRIAL LOAN CORPORATION

By:  /s/  Ron L. Fountain

Ron L. Fountain

Assistant Secretary

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on December 22, 2010.

/s/  Anthony H. BaroneAnthony H. Barone	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/  Jay BrayJay Bray	Executive Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act, each registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lewisville, State of Texas, on December 22, 2010.

NATIONSTAR 2009 EQUITY CORPORATION

By:  /s/  Ron L. Fountain

Ron L. Fountain

Assistant Secretary

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on December 22, 2010.

/s/  Anthony H. BaroneAnthony H. Barone	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/  Jay BrayJay Bray	Executive Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act, each registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lewisville, State of Texas, on December 22, 2010.

NSM RECOVERY SERVICES INC.

By:  /s/  Ron L. Fountain

Ron L. Fountain

Assistant Secretary

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on December 22, 2010.

/s/  Anthony H. BaroneAnthony H. Barone	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/  Jay BrayJay Bray	Executive Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act, each registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lewisville, State of Texas, on December 22, 2010.

NSM FORECLOSURE SERVICES INC.

By:  /s/  Ron L. Fountain

Ron L. Fountain

Assistant Secretary

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on December 22, 2010.

/s/  Anthony H. BaroneAnthony H. Barone	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/  Jay BrayJay Bray	Executive Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit
Number			Description
	3	.1	Certificate of Formation of Nationstar Mortgage LLC.
	3	.2	Operating Agreement of Nationstar Mortgage LLC.
	3	.3	Certificate of Incorporation of Nationstar Capital Corporation.
	3	.4	By-Laws of Nationstar Capital Corporation.
	4	.1	Indenture, dated as of March 26, 2010, among Nationstar Mortgage LLC, Nationstar Capital Corporation, and Wells Fargo Bank, N.A., as trustee, including the form of 10.875% Senior Note due 2015 (the “Indenture”).
	4	.2	Supplemental Indenture dated as of August 31, 2010, among NSM Recovery Services Inc, a subsidiary of Nationstar Mortgage LLC, and Wells Fargo Bank, National Association, as trustee.
	4	.3	Supplemental Indenture, dated as of December 13, 2010, among NSM Foreclosure Services Inc, a subsidiary of Nationstar Mortgage LLC, and Wells Fargo Bank, National Association, as trustee.
	4	.4	Registration Rights Agreement, dated as of March 26, 2010, among Nationstar Mortgage LLC, Nationstar Capital Corporation, Barclays Capital Inc., Banc of America Securities LLC, Deutsche Bank Securities Inc. and RBS Securities Inc.
	5	.1	Opinion of Cleary Gottlieb Steen & Hamilton LLP.
	10	.1	Amended and Restated Servicer Advance Early Reimbursement Addendum, dated as of August 16, 2010, between Nationstar Mortgage LLC and Fannie Mae.*
	10	.2	Fifth Amended and Restated Master Repurchase Agreement, dated as of January 27, 2010, between The Royal Bank of Scotland plc, as buyer, and Nationstar Mortgage LLC, as seller.*
	10	.3	Subservicing Agreement, dated as of October 29, 2010, between Fannie Mae and Nationstar Mortgage LLC.*
	10	.4	Strategic Relationship Agreement, dated as of December 16, 2009, between Fannie Mae and Nationstar Mortgage LLC.*
	10	.5	Employment Agreement, dated as of January 29, 2008, by and between Nationstar Mortgage LLC and Robert L. Appel.
	10	.6	Amendment, dated as of September 17, 2010, to Employment Agreement dated January 29, 2008 by and between Nationstar Mortgage LLC and Robert L. Appel.
	10	.7	Employment Agreement, dated as of February 19, 2009, by and between Nationstar Mortgage LLC and Douglas Krueger.
	10	.8	Employment Agreement, dated as of September 17, 2010, by and between Nationstar Mortgage LLC and Anthony H. Barone.
	10	.9	Employment Agreement, dated as of September 17, 2010, by and between the Company and Jay Bray.
	10	.10	Employment Agreement, dated as of September 17, 2010, by and between Nationstar Mortgage LLC and Amar Patel.
	10	.11	Form of Restricted Series 1 Preferred Unit Award Agreement under FIF HE Holdings LLC Fifth Amended and Restated Limited Liability Company Agreement.
	10	.12	Form of Series 1 Class A Unit Award Agreement under FIF HE Holdings LLC Fifth Amended and Restated Limited Liability Company.
	10	.13	Form of Series 2 Class A Unit Award Agreement under FIF HE Holdings LLC Fifth Amended and Restated Limited Liability Company.
	10	.14	Nationstar Mortgage LLC Annual Incentive Compensation Plan.
	10	.15	Nationstar Mortgage LLC Incentive Program Summary.
	10	.16	Nationstar Mortgage LLC Long-Term Incentive Plan.
	12	.1	Computation of Ratio of Earnings to Fixed Charges.
	21	.1	Subsidiaries of the Registrants.

Exhibit
Number			Description
	23	.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
	23	.2	Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1).
	25	.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Wells Fargo Bank, National Association, as trustee under the Indenture.

*  Certain portions of this exhibit have been omitted and have been filed separately with the SEC pursuant to a request for confidential treatment under Rule 406 as promulgated under the Securities Act of 1933, as amended.

EX-3.1

Exhibit 3.1

CERTIFICATE OF FORMATION
of
CENTEX CREDIT COMPANY, LLC

     The undersigned hereby adopts the following Certificate of Formation for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act:

ARTICLE I

     The name of the limited liability company is Centex Credit Company, LLC (the “Company”).

ARTICLE II

     The address of the Company’s registered office and the name and address of its registered agent for service of process are as follows:

Corporation Service Company
2711 Centerville Road, Suite 400
City of Wilmington, County of New Castle, Delaware 19808

ARTICLE III

     This Company shall dissolve on December 31, 2100, unless earlier dissolved pursuant to the provisions of the Limited Liability Company Agreement of the Company or applicable law.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 9^th day of February, 2001.

/s/ Kathleen B. McCarney  

Kathleen B. McCarney 

Authorized Person 

Centex Credit Corporation

d/b/a Centex Home Equity Corporation
2728 North Harwood Street
Dallas, Texas 75201

February 9, 2001

State of Delaware
Secretary of State
Wilmington, Delaware

To Whom It May Concern;

Re: Center Credit Company, LLC
Consent to Use of Company Name

Please be advised that Centex Credit Corporation, a Nevada corporation that is qualified to transact business in the State of Delaware, does hereby permit and consent to the use of the name “Centex Credit Company, LLC” by the limited liability company intending to form and to do business under such name in the state of Delaware.

Any questions regarding the above matter should be directed to Kathleen McCarney at (214) 981-6524.

Sincerely yours, Centex Credit Corporation
By:	/s/ Kathleen B. McCarney
	Kathleen B. McCarney
	Assistant Secretary

cc:  Anne E. Sutherland

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF FORMATION
OF
CENTEX CREDIT COMPANY, LLC

*****

     It is hereby certified that:

1. The name of the limited liability company (the “limited liability company”) is Centex Credit Company, LLC; and

2. The certificate of formation of the limited liability company is hereby amended by striking out Article I thereof and by substituting in lieu of said Article I the following new Article I:

     “The name of the limited liability company is Centex Home Equity Company, LLC.”

     IN WITNESS WHEREOF, Centex Credit Company, LLC has caused this Amendment to its Certificate of Formation to be signed by Kathleen B. McCarney, an authorized officer, this 14th day of March, 2001.

CENTEX CREDIT COMPANY, LLC
By:	/s/ Kathleen B. McCarney
	Kathleen B. McCarney
	Assistant Secretary

CERTIFICATE OF MERGER OF
CENTEX CREDIT CORPORATION
AND
CENTEX HOME EQUITY COMPANY, LLC

It is hereby certified that:

1. The entities participating in the merger herein certified are:

(i)	Centex Credit Corporation, a corporation, which is organized under the laws of the State of Nevada; and
(ii)	Centex Home Equity Company, LLC, a limited liability company, which is formed under the laws of the State of Delaware.

2.	An Agreement and Plan of Merger has been approved, adopted, certified, executed, and acknowledged by each of the aforesaid entities in accordance with the provisions of subsection (b) of Section 18-209 of the Delaware Limited Liability Company Act.
3.	The name of the surviving limited liability company in the merger herein certified is Centex Home Equity Company, LLC, which will continue its existence as said surviving limited liability company under its present name upon the effective date of said merger pursuant to the provisions of the Delaware Limited Liability Company Act.
4.	The Agreement and Plan of Merger between the aforesaid entities provides that the merger herein certified shall be effective on September 30, 2001.
5.	The executed Agreement and Plan of Merger between the aforesaid entities is on file at a place of business of the aforesaid surviving limited liability company, the address of which is as follows: 2728 North Harwood Street, Dallas, Texas 75201-1516.
6.	A copy of the aforesaid Agreement and Plan of Merger will be furnished by the aforesaid surviving limited liability company, on request, and without cost, to any member of the aforesaid surviving limited liability company or any stockholder in the terminating corporation.

CENTEX HOME EQUITY COMPANY, LLC, a Delaware limited liability company
By:	/s/ Raymond G. Smerge
	Raymond G. Smerge
	Secretary

Dated: 13 September 2001

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF FORMATION
OF
CENTEX HOME EQUITY COMPANY, LLC

It is hereby certified that:

1. The name of the limited liability company (the “limited liability company”) is Centex Home Equity Company, LLC;

2. The certificate of formation of the limited liability company is hereby amended by striking out Article I thereof and by substituting in lieu of said Article I the following new Article I:

“The name of the limited liability company is Nationstar Mortgage LLC.”; and

3. The effective date of this change shall be July 12, 2006.

IN WITNESS WHEREOF, Centex Home Equity Company, LLC has caused this Amendment to its Certificate of Formation to be signed by Anthony H. Barone, an authorized officer, this 21 day of June, 2006.

CENTEX HOME EQUITY COMPANY, LLC
By:	/s/ Anthony H. Barone
	Name:	Anthony H. Barone
	Title:	6/21/06

EX-3.2

Exhibit 3.2

THIRD AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
NATIONSTAR MORTGAGE LLC

          This Third Amended and Restated Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of Nationstar Mortgage LLC (f.k.a. Centex Home Equity Company, LLC, the “Company”), is entered into by FIF HE Holdings LLC, as the sole member (the “Sole Member”). Capitalized terms used herein and not otherwise defined have the meanings set forth on Schedule A hereto.

          The Company has been formed as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.), as amended from time to time (the “Act”), by the filing of the Certificate of Formation, as amended, with the Secretary of State of the State of Delaware. On July 12, 2006, the Sole Member acquired all of the limited liability company interests in the Company pursuant to a Securities Purchase Agreement dated as of March 30, 2006 among the Sole Member, the Company and Centex Financial Services, LLC, the Sole Member was admitted as a member of the Company, and immediately after such admission, Centex Financial Services, LLC ceased to be a member of the Company. The Sole Member, by the terms and conditions of this Agreement, continues the Company as a limited liability company in accordance with the Act and this Agreement, amends and restates in its entirety the prior Amended and Restated Limited Liability Company Agreement of Centex Home Equity Company, LLC, and hereby agrees as follows:

     1. Name.

          The name of the limited liability company heretofore formed and continued hereby is Nationstar Mortgage LLC, and the business of the Company shall be conducted solely under such name or any other name, to the extent permitted by law.

     2. Principal Business Office.

          The principal business office of the Company shall be located at 2728 N. Harwood, Dallas, Texas 75201 or at such location as may hereafter be determined by the Sole Member.

     3. Registered Office.

          The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

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     4. Registered Agent.

          The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

     5. Members.

          The name and the mailing address of the Sole Member are set forth on Schedule B attached hereto.

     6. Certificates.

          There have previously been filed a Certificate of Formation and the Certificates of Amendment to the Certificate of Formation with the Secretary of State of the State of Delaware. The Company, and Anthony H. Barone on behalf of the Company, were designated as the “authorized person” within the meaning of the Act to file the Certificate of Amendment to the Certificate of Formation on June 27, 2006. The Sole Member shall have the power and authority to amend the Certificate of Formation and make such filings as it deems necessary and appropriate. The Sole Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any other jurisdiction in which the Company may wish to conduct business.

     7. Purposes.

          The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.

     8. Powers.

          The Company (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth in Section 7 and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

     9. Term. The Company shall have a perpetual existence, unless sooner terminated and dissolved in accordance with the provisions of this Agreement or the Act.

     10. Management.

          a. Board of Managers. The business and affairs of the Company shall be managed by or under the direction of a Board of one or more Managers. The Sole Member may determine at any time in its sole and absolute discretion the number of Managers to constitute the Board. The authorized number of Managers may be increased or decreased by the Sole Member at any time in its sole and absolute discretion. The initial number of Managers shall be two. Each Manager elected, designated or appointed shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation or removal. Managers need not be Members. The initial Managers shall be Pete Smith and Anthony Barone.

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          b. Powers. The Board of Managers shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. The Board of Managers has the authority to bind the Company.

          c. Meetings of the Board of Managers. The Board of Managers of the Company may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President on not less than one day’s notice to each Manager by telephone, facsimile, mail, telegram or any other means of communication, and special meetings shall be called by the President or Secretary in like manner and with like notice upon the written request of any one or more of the Managers.

          d. Quorum; Acts of the Board. At all meetings of the Board, a majority of the Managers shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Managers present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case maybe, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

          e. Voting; Deadlock. Each Manager shall have one vote on all matters to be acted upon by the Board. In the event that the Board, or a committee thereof, is deadlocked on a particular matter, such matter shall be presented and submitted to the Sole Member and the determination of the Sole Member shall be binding and conclusive on the Board and the Company.

          f. Electronic Communications. Members of the Board, or any committee designated by the Board, may participate in meetings of the Board, or any committee, by means of telephone conference or similar communications equipment that allows all persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in person at the meeting. If all the participants are participating by telephone conference or similar communications equipment, the meeting shall be deemed to be held at the principal place of business of the Company.

          g. Committees of Managers.

               (i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Managers of the Company. The Board may designate one or more Managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

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               (ii) In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

               (iii) Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

          h. Compensation of Managers; Expenses. The Board shall have the authority to fix the compensation of Managers. The Managers may be paid their expenses, if any, of attendance at meetings of the Board, which may be a fixed sum for attendance at each meeting of the Board or a stated salary as Manager. No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

          i. Removal of Managers. Unless otherwise restricted by law, any Manager or the entire Board of Managers may be removed, with or without cause, by the Sole Member, and, any vacancy caused by any such removal may be filled by action of the Sole Member.

          j. Managers as Agents. To the extent of their powers set forth in this Agreement, the Managers are agents of the Company for the purpose of the Company’s business, and the actions of the Managers taken in accordance with such powers set forth in this Agreement shall bind the Company.

     10. Duties of Managers.

          Except as provided in this Agreement, in exercising their rights and performing their duties under this Agreement, the Managers shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware.

     11. Officers.

          a. Officers. The Officers of the Company shall be chosen by the Board and shall consist of at least a President, a Secretary and a Treasurer. The Board of Managers may also choose one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person. The Board shall choose a President, a Secretary and a Treasurer. The Board may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. The salaries of all Officers and agents of the Company shall be fixed by or in the manner prescribed by the Board. The Officers of the Company shall hold office until their successors are chosen and qualified. Any Officer elected or appointed by the Board may be removed at any time, with

4

or without cause, by the affirmative vote of a majority of the Board. Any vacancy occurring in any office of the Company shall be filled by the Board.

          b. President. The President shall be the chief executive officer of the Company, shall preside at all meetings of the Sole Member, if any, and the Board, shall be responsible for the general and active management of the business of the Company and shall see that all orders and resolutions of the Board are carried into effect. The President shall execute all bonds, deeds, mortgages and other instruments requiring a seal and contracts and other documents, except: (i) where required or permitted by law or this Agreement to be otherwise executed; (ii) where execution thereof shall be expressly delegated by the Board to some other Officer or agent of the Company; and (iii) as otherwise permitted in Section 11c.

          c. Vice President. In the absence of the President or in the event of the President’s inability to act, the Vice President, if any (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Managers, or in the absence of any designation, then in the order of their election), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents, if any, shall perform such other duties and have such other powers as the Board may from time to time prescribe. The Vice Presidents, if any, shall have the same authority as the President to execute on behalf of the Company bonds, deeds, mortgages and other instruments requiring a seal and contracts and other documents.

          d. Secretary and Assistant Secretary. The Secretary shall be responsible for filing legal documents and maintaining records for the Company. The Secretary shall attend all meetings of the Board and all meetings of the Sole Member, if any, and record all the proceedings of the meetings of the Company and of the Board in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the Sole Member, if any, and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision the Secretary shall serve. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board (or if there be no such determination, then in order of their election), shall, in the absence of the Secretary or in the event of the Secretary’s inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board may from time to time prescribe.

          e. Treasurer and Assistant Treasurer. The Treasurer shall have the custody of the Company funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Company as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and to the Board, at its regular meetings or when the Board so requires, an account of all of the Treasurer’s transactions and of the financial condition of the Company. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer’s inability to act, perform the duties and

5

exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board may from time to time prescribe.

          f. Officers as Agents. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business, and, the actions of the Officers taken in accordance with such powers shall bind the Company.

          g. Duties of Officers. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of business corporations organized under the General Corporation Law of the State of Delaware.

     12. Actions Reserved for Board of Managers. Notwithstanding anything in this Agreement or the Certificate of Formation to the contrary, the actions set forth on Schedule C hereto may not be taken by the Company unless approved by a majority of the whole Board of Managers.

     13. Limited Liability.

          Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Sole Member nor any Manager shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member or Manager of the Company.

     14. Capital Contributions.

          The Sole Member is deemed admitted as the member of the Company upon the consummation of the Securities Purchase Agreement dated as of March 30, 2006 among Centex Home Equity Company, LLC, Centex Home Equity Company, LLC, Centex Financial Services, Inc. and FIF HE Holdings LLC, the Sale and Assignment Agreement of July 11, 2006 between Centex Financial Services, Inc and FIF HE Holdings LLC, and the execution and delivery of this Agreement. The Sole Member shall be deemed to have contributed the amount of cash to the Company listed on Schedule B attached hereto.

     15. Additional Contributions.

          The Sole Member is not required to make any additional capital contribution to the Company. However, the Sole Member may make additional capital contributions to the Company at any time. To the extent that the Sole Member makes an additional capital contribution to the Company, the Sole Member shall revise Schedule B of this Agreement. The provisions of this Agreement, including this Section 15, are intended solely to benefit the Sole Member and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor of the Company shall be a third-party beneficiary of this Agreement) and the Sole Member shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

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     16. Allocation of Profits and Losses.

          The Company’s profits and losses shall be allocated to the Sole Member.

     17. Distributions.

          Distributions shall be made to the Sole Member at the times and in the aggregate amounts determined by the Board. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Sole Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or any other applicable law.

     18. Books and Records.

          The Board shall keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business. The books of the Company shall at all times be maintained by the Board. The Sole Member and its duly authorized representatives shall have the right to examine the Company books, records and documents during normal business hours. The Company, and the Board on behalf of the Company, shall not have the right to keep confidential from the Sole Member any information that the Board would otherwise be permitted to keep confidential from the Sole Member pursuant to Section 18-305(c) of the Act. The Company’s books of account shall be kept using the method of accounting determined by the Sole Member. The Company’s independent auditor shall be an independent public accounting firm selected by the Sole Member.

     19. Exculpation and Indemnification.

          a. No member, Officer, Manager, employee or agent of the Company and no employee, representative, agent or Affiliate of a member or a Manager (collectively, the “Covered Persons”) shall be liable, in damages or otherwise, to the Company or any other member or Person who has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person pursuant to the authority granted by this Agreement if (a) either (i) the Covered Person, at the time of such action or inaction, believed, in good faith that such Covered Person’s course of conduct was in, or not opposed to, the best interests of the Company, or (ii) in the case of inaction by the Covered Person, the Covered Person did not intend such Covered Person’s inaction to be harmful or opposed to the best interests of the Company, and (b) the conduct of the Covered Person did not constitute fraud, gross negligence or willful misconduct.

          b. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any liability, loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in connection with the business of the Company or from such Covered Person’s position with the Company; provided, however, that if the liability, loss, damage or claim arises out of any action or inaction of a Covered Person, indemnification shall only be available pursuant to this clause (b) if (a) either (i) the Covered Person, at the time of such action or inaction, believed, in good faith that such Covered Person’s course of conduct was in, or not opposed to, the best interests of the Company, or (ii) in the case of inaction by the Covered Person, the Covered

7

Person did not intend such Covered Person’s inaction to be harmful or opposed to the best interests of the Company, and (b) the conduct of the Covered Person did not constitute fraud, gross negligence or willful misconduct; provided, further, however, that any indemnity under this Section 19 shall be provided out of and to the extent of Company assets only, and the Sole Member shall not have personal liability on account thereof.

          c. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 19.

          d. A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Sole Member might properly be paid.

          e. To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement or any approval or authorization granted by the Company or any other Covered Person. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Sole Member to replace such other duties and liabilities of such Covered Person.

          f. The foregoing provisions of this Section 19 shall survive any termination of this Agreement.

     20. Assignments.

          The Sole Member may assign in whole or in part its limited liability company interest in the Company. If the Sole Member transfers all of its limited liability company interest in the Company pursuant to this Section 20, the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor member shall cease to be a member of the Company.

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     21. Admission of Additional Members.

          One or more additional members of the Company may be admitted to the Company with the written consent of the Sole Member.

     22. Dissolution.

          a. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the dissolution of the Sole Member or the occurrence of any other event which terminates the continued membership of the Sole Member in the Company unless the business of the Company is continued in a manner permitted by the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          b. The bankruptcy (as defined in Section 18-101(1) of the Act) of the Sole Member shall not cause the Sole Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

          c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

     23. Waiver of Partition; Nature of Interest.

          Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law, the Sole Member hereby irrevocably waives any right or power that such Member might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company. The Sole Member shall not have any interest in any specific assets of the Company, nor shall it have the status of a creditor with respect to any distribution pursuant to Section 17 hereof. The interest of the Sole Member in the Company is personal property.

     24. Benefits of Agreement; No Third-Party Rights.

          None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Sole Member. Nothing in this Agreement shall be deemed to create any right in any Person (other than Covered Persons) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person.

     25. Severability of Provisions.

          Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair

9

the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

     26. Entire Agreement.

          This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

     27. Governing Law.

          This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

     28. Amendments.

          This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Sole Member.

     29. Counterparts.

          This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument.

     30. Notices.

          Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail, or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in Section 2, (b) in the case of the Sole Member, to the Sole Member at its address as listed on Schedule B attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the 11th day of July, 2006.

FIF HE HOLDINGS LLC
By:	/s/ Pete Smith
	Pete Smith
	Manager

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SCHEDULE A

Definitions

A. Definitions

     When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

          “Act” has the meaning set forth in the preamble to this Agreement.

          “Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such Person.

          “Agreement” means this Amended and Restated Limited Liability Company Agreement of the Company, together with the schedules attached hereto, as amended, restated or supplemented from time to time.

          “Board” or “Board of Managers” means the Board of Managers of the Company.

          “Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware on February 9, 2001, as amended or amended and restated from time to time.

          “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities or general partnership or managing member interests, by contract or otherwise. “Controlling” and “Controlled” shall have correlative meanings. Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests.

          “Covered Persons” has the meaning set forth in Section 19a.

          “Managers” means the managers elected to the Board of Managers from time to time by the Sole Member. A Manager is hereby designated as a “manager” of the Company within the meaning of Section 18-101(10) of the Act.

          “Officer” means an officer of the Company described in Section 11.

          “Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint-stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

          “Purchase Agreement” means the Securities Purchase Agreement dated as of March 30, 2006 among the Company, Centex Financial Services, Inc., and the Sole Member.

A-1

          “Sole Member” means FIF HE Holdings, LLC, as the sole member of the Company.

B. Rules of Construction

     Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof’ and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

A-2

SCHEDULE B

Sole Member

	Agreed Value of		Percentage
Name and Mailing Address	Capital Contribution		Interest
FIF HE Holdings LLC c/o Fortress Investment Group, L.L.C. 1345 Avenue of the Americas New York, New York 10105 Attn: Randal Nardone	$	225,334,164		100	%

B-1

SCHEDULE C¹

     (a) amend the Certificate of Formation or this Agreement or otherwise alter or change the rights, preferences or privileges or increase the number of authorized shares of any class of equity;

     (b) authorize or issue, or obligate the Company to issue, any equity security (including any security convertible into or exercisable or exchangeable for any equity security);

     (c) adopt, amend or modify any equity option or other equity-based incentive plan;

     (d) redeem, retire, purchase or otherwise acquire, directly or indirectly, shares of the Company’s equity units, warrants or options with respect to such equity units;

     (e) declare or pay any cash or other dividend or make any other distribution of any kind on, or purchase or set aside any sums for the purchase or payment of, the Company’s equity units;

     (f) authorize a sale of the Company or any of its subsidiaries or the sale of a material amount of the Company’s or its subsidiaries’ assets;

     (g) change the primary line of business of the Company;

     (h) acquire or enter into any agreement to acquire (irrespective of the form of transaction) any capital stock of any person, or any substantial portion of the assets of any person;

     (i) enter into any joint venture with any person;

     (j) recapitalize, reorganize or otherwise change the capital structure of the Company;

     (k) voluntarily dissolve or liquidate or file a petition for bankruptcy, insolvency, receivership or similar relief;

     (1) enter into or be a party to any related or affiliated party transaction or arrangement other than (i) for payment of customary salary for service rendered or (ii) for other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of Managers);

     (m) the approval of the Company’s annual capital and operating budget (the “Budget”) and strategic plan;

     (n) incur, create, assume, become or be liable in any manner with respect to, or permit to exist, any (x) indebtedness for borrowed money (including, without limitation, capitalized leases) or for the deferred purchase price for the acquisition of property or (y) liens,

¹ This Schedule can be modified by the addition or subtraction of any items.

except for (i) any such indebtedness or liens specifically reflected on the Budget or (ii) any such indebtedness which in aggregate at any time amounts to less than $5,000,000 outstanding;

     (o) incur, create, assume, become or be liable in any manner with respect to, or permit to exist, any capital expenditure, except for any such capital expenditure (i) specifically reflected on the Budget or (ii) which together with all other capital expenditures incurred by the Company in any fiscal year is less than $1,000,000 in excess of the capital expenditures provided for in the Budget (provided such capital expenditures are permitted under each of the Company’s financing arrangements);

     (p) the appointment or termination of any officer or key managerial employee of the Company, and all compensation arrangements (including modifications thereto) with respect to the same;

     (q) the creation of any subsidiary of the Company;

     (r) change the Company’s accounting methods or approval (or disapproval) of the Company’s independent auditors, except as required by GAAP;

     (s) initiate any litigation, arbitration or similar action in which the amount in dispute exceeds $1,000,000;

     (t) make any loans or advances (other than routine travel advances) to or investment in, or guarantees any obligation or liability of, any person;

     (u) the entry into (or modification of) by the Company of any (i) written employment agreement or material oral employment agreement, (ii) agreement which materially restricts the Company’s business activities in any way whatsoever, (iii) material real estate lease, (iv) agreement which commits or obligates the Company to make payments which in aggregate exceed $1,000,000 (excluding purchases of inventory made in the ordinary course of business consistent with past practice) or (v) employee benefit plan or arrangement;

     (v) make any material tax election, change an annual accounting period, adopt or change any accounting method with respect to taxes or file any amended tax return;

     (x) alter the practice for collecting notes and accounts receivable or paying accounts payable; or

     (y) commit to do any of the foregoing.

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FIRST AMENDMENT TO
THIRD AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
NATIONSTAR MORTGAGE LLC

          This First Amendment (this “Amendment”) to Third Amended and Restated Limited Liability Company Agreement of Nationstar Mortgage LLC (“Agreement”) is effective as of February 19, 2008. Capitalized terms used and not otherwise defined herein have the respective meanings assigned to such terms in the Agreement. In addition, if a term defined in the Agreement is also defined herein, the definition herein shall control.

          WHEREAS, pursuant to Section 28 of the Agreement, the Sole Member desires to amend the Agreement to include certain provisions required by the Federal Housing Administration.

          NOW, THEREFORE, the Sole Member hereby amends the Agreement as follows:

          SECTION 1. Amendment to Agreement.

          (a) The Agreement is hereby amended by adding the following definitions to Schedule A of the Agreement, with the same effect as if such amendment were set forth in the Agreement:

          “FHA” means the Federal Housing Administration.

          “FHA Loan” means any loan originated and/or serviced by the Company that is insured or otherwise subject to the insuring requirements of FHA.

          (b) The Agreement is hereby further amended by adding the following provision to the end of Section 5, with the same effect as if such amendment were set forth in the Agreement:

So long as any FHA Loans are outstanding, the Company shall continue in existence and always have at least one member. In the event the Company has only one member, such member may not withdraw prior to electing a new member. In the event the sole member is a natural person, and in the event of such person’s death, the estate of such person shall automatically be deemed the sole member.

          The Agreement is hereby further amended by adding the following provision to the end of Section 22, with the same effect as if such amendment were set forth in the Agreement:

2

d. The Company shall not dissolve until all ownership and servicing rights with respect to FHA Loans have been transferred to a third party approved by FHA.

          SECTION 2. Counterparts.

          This Amendment may be executed (by facsimile or otherwise) in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.

          SECTION 3. GOVERNING LAW.

          THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE (WITHOUT REGARD TO CHOICE OF LAW PRINCIPLES) LAWS OF THE STATE OF DELAWARE AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

          SECTION 4. Severability of Provisions.

          If any one or more of the covenants, agreements, provisions or terms of this Amendment shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Amendment and shall in no way affect the validity or enforceability of the other provisions of this Amendment or of the Agreement.

          SECTION 5. Continuing Effect.

          The Agreement will continue to be and will remain in full force and effect in accordance with its terms except as amended hereby.

* * *

[Signature Page To Follow]

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     IN WITNESS WHEREOF, each undersigned party has caused this Amendment to be duly executed by one of its officers thereunto duly authorized as of the date and year first above written.

FIF HE HOLDINGS, LLC as Sole Member
By:	/s/ Pete Smith
	Name:	Pete Smith
	Title:	Manager

EX-3.3

Exhibit 3.3

CERTIFICATE OF INCORPORATION
OF
NATIONSTAR CAPITAL CORPORATION

ARTICLE I

Name

     (a) The name of the corporation is Nationstar Capital Corporation (the “Corporation”).

     (b) The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808; and the name of the registered agent of the Corporation at such address is Corporation Service Company.

ARTICLE II

Purpose

     The purpose of the Corporation is to engage solely in the following activities:

     (1) to authorize, co-issue, sell and deliver, jointly with Nationstar Mortgage LLC (the “Issuer”), notes or other obligations (the “Notes”) secured by loans, debt obligations and other collateral pursuant to an indenture among the Corporation, the Issuer and the trustee named therein;

     (2) to engage in any activities necessary to enable the Corporation or the Issuer to authorize, issue, sell, deliver and/or otherwise deal with the Notes, including the filing of any notices, applications and other documents necessary to register or qualify the offer and sale of the Notes under applicable state securities laws and to obtain approvals with respect to, or otherwise comply with, any other applicable laws, statutes, rules and regulations; and

     (3) to engage in any activity and to exercise any powers permitted to corporations under the laws of the State of Delaware which are incidental to, or connected with, the foregoing and necessary, suitable or convenient to accomplish the foregoing.

ARTICLE III

Capital Stock

     The aggregate number of shares of capital stock which the Corporation shall have authority to issue is Three Thousand (3,000) shares of common stock, par value one-tenth of one cent ($0.001) per share (“Common Stock”). Each share of Common Stock shall have identical

1

rights and privileges in every respect and shall be entitled to one vote upon all matters submitted to a vote of the stockholders of the Corporation.

ARTICLE IV

Board of Directors

     (a) The business and affairs of the Corporation shall be managed by the Board of Directors. The Board of Directors shall meet on a regular basis as determined by resolution of the Board of Directors or in accordance with the bylaws of the Corporation. The number of directors constituting the Board of Directors shall be set as provided in the bylaws of the Corporation.

     (b) Directors need not be elected by written ballot unless the bylaws of the Corporation shall so provide.

     (c) No director of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director of the Corporation; PROVIDED, HOWEVER, that the foregoing is not intended to eliminate or limit the liability of a director of the Corporation for (i) any breach of a director’s duty of loyalty to the Corporation or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) a violation of Section 174 of the Delaware General Corporation Law (“DGCL”), or (iv) any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article IV(c) shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

     (d) The Corporation shall, to the fullest extent permitted by Section 145 of the DGCL, as that section may be amended and supplemented from time to time, indemnify any director or officer of the Corporation (and any director, trustee or officer of any corporation, business trust or other entity to whose business the Corporation shall have succeeded) which it shall have power to indemnify under that Section against any expenses, liabilities or other matter referred to in or covered by that Section. The indemnification provided for in this Article IV(d) (i) shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii) shall continue as to a person who has ceased to be a director or officer and (iii) shall inure to the benefit of the heirs, executors and administrators of such a person. To assure indemnification under this Article IV(d) of all such persons who are determined by the Corporation or otherwise to be or to have been “Fiduciaries” of any employee benefit plan of the Corporation which may exist from time to time and which is governed by the Act of Congress entitled “Employee Retirement Income Security Act of 1974,” as amended from time to time, such Section 145 shall, for the purposes of this Article IV(d), be interpreted as follows: an “other enterprise” shall be deemed to include such an employee benefit plan; the Corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his or her duties to the Corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the

2

plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to such Act of Congress shall be deemed “fines;” and action taken or omitted by a person with respect to an employee benefit plan in the performance of such person’s duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Corporation.

ARTICLE V

Meetings of Stockholders

     Meetings of the stockholders may be held within or without the State of Delaware, as the bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the Delaware statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

ARTICLE VI

Bylaws

     In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal the bylaws of the Corporation, subject to the power of the stockholders of the Corporation to alter or repeal any bylaw whether adopted by the stockholders or otherwise. The affirmative vote of at least 66-²/3% of the outstanding shares of the Common Stock of the Corporation shall be required to amend or repeal the Bylaws of the Corporation, if the stockholders of the Corporation are required by the DGCL, the Certificate of Incorporation or the Bylaws to vote thereon.

ARTICLE VII

Perpetual Existence

     This Corporation shall have perpetual existence.

ARTICLE VIII

Amendments and Repeal

     (a) Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of at least 66-²/3% of the outstanding shares of the Common Stock of the Corporation shall be required to amend or repeal Articles IV and VI or this Article VIII of this Certificate of Incorporation or to adopt any provision inconsistent therewith.

     (b) This Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights herein conferred upon the stockholders, directors, or any other person are granted subject to this reservation.

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ARTICLE IX

Name and Mailing Address of Incorporator

     The name and mailing address of the incorporator is:

Muriel McFarling
1717 Main Street, Suite 3700
Dallas, Texas 75201

     IN WITNESS WHEREOF, I have hereunto set my hand this 26^th day of February 2010, and affirm the statements contained therein as true under penalties of perjury.

/s/ Muriel McFarling  

Muriel McFarling, Incorporator 

4

EX-3.4

Exhibit 3.4

BYLAWS

OF

NATIONSTAR CAPITAL CORPORATION

Adopted as of February 26, 2010

TABLE OF CONTENTS

		Page
ARTICLE I OFFICES			1
Section 1.1	Registered Office and Place of Business		1
ARTICLE II MEETING OF STOCKHOLDERS			1
Section 2.1	Place of Meeting		1
Section 2.2	Annual Meetings		1
Section 2.3	Voting List		1
Section 2.4	Special Meetings		1
Section 2.5	Notice of Meetings		1
Section 2.6	Quorum of Stockholders		2
Section 2.7	Majority Vote; Withdrawal of Quorum		2
Section 2.8	Method of Voting		2
Section 2.9	Record Date; Closing Transfer Books		2
Section 2.10	Action Without Meeting		2
Section 2.11	Telephone Meeting		3
ARTICLE III DIRECTORS			3
Section 3.1	Management of the Corporation		3
Section 3.2	Number and Qualifications		3
Section 3.3	Change in Number		3
Section 3.4	Removal		3
Section 3.5	Vacancies		4
Section 3.6	Election of Directors		4
Section 3.7	Place of Meetings		4
Section 3.8	Annual Meetings		4
Section 3.9	Regular Meetings		4
Section 3.10	Special Meetings		4
Section 3.11	Quorum; Majority Vote		4
Section 3.12	Compensation		5
Section 3.13	Procedure		5
Section 3.14	Action Without Meeting		5
Section 3.15	Telephone Meeting		5
Section 3.16	Chairman of the Board		5
ARTICLE IV NOTICE			5
Section 4.1	Manner of Giving Notice		5
Section 4.2	Waiver of Notice		6
ARTICLE V OFFICERS, EMPLOYEES AND AGENTS: POWERS AND DUTIES			6
Section 5.1	Elected Officers		6
Section 5.2	Appointive Officers		6
Section 5.3	Two or More Offices		6
Section 5.4	Compensation		6
Section 5.5	Term of Office; Removal; Filling of Vacancies		6

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		Page
Section 5.6	President		7
Section 5.7	Vice Presidents		7
Section 5.8	Secretary		7
Section 5.9	Assistant Secretaries		7
Section 5.10	Treasurer		8
Section 5.11	Assistant Treasurers		8
Section 5.12	Additional Powers and Duties		8
ARTICLE VI STOCK AND TRANSFER OF STOCK			8
Section 6.1	Certificates Representing Shares		8
Section 6.2	Issuance		9
Section 6.3	Payment for Shares		9
Section 6.4	Lost, Stolen or Destroyed Certificates		9
Section 6.5	Transfers of Shares		9
Section 6.6	Registered Stockholders		9
ARTICLE VII MISCELLANEOUS			10
Section 7.1	Dividends		10
Section 7.2	Reserves		10
Section 7.3	Signature of Negotiable Instruments		10
Section 7.4	Fiscal Year		10
Section 7.5	Seal		10
Section 7.6	Books and Records		10
Section 7.7	Resignation		10
Section 7.8	Indemnification		11
Section 7.9	Surety Bonds		11
Section 7.10	Interested Directors		11
ARTICLE VIII AMENDMENTS			12
Section 8.1	Amendments		12

ii

BYLAWS
OF
NATIONSTAR CAPITAL CORPORATION

ARTICLE I
OFFICES

     Section 1.1 Registered Office and Place of Business. Nationstar Capital Corporation (the “Corporation”) may have, in addition to its registered office in the State of Delaware, offices and places, of business at such places, both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETING OF STOCKHOLDERS

     Section 2.1 Place of Meeting. All meetings of the stockholders of the Corporation shall be held at such times and at such places within or without the State of Delaware as shall be determined by the Board of Directors.

     Section 2.2 Annual Meetings. An annual meeting of the stockholders commencing with the year 2011 shall be held each year on a month and day to be selected annually by the Board of Directors. At the meeting they shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

     Section 2.3 Voting List. At least ten days before each meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order, with the residence of each and the number of voting shares held by each, shall be prepared by the officer or agent having charge of the stock transfer books of the Corporation. Such list, for a period of ten days prior to such meetings, shall be kept on file at the registered office of the Corporation and shall be subject to the inspection of any stockholder at any time during usual business hours. The original stock transfer books shall be prima-facie evidence as to who are the stockholders entitled to examine such list or transfer books or to vote at any meeting of stockholders. Failure to comply with the requirements of this section shall not affect the validity of any action taken at said meeting.

     Section 2.4 Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, or by the Certificate of Incorporation or by these Bylaws, may be called by the President, the Board of Directors or the holders of not less than ten percent (10%) of all the shares entitled to vote at such meetings. Business transacted at all special meetings shall be confined to the purposes stated in the notice of the meeting.

     Section 2.5 Notice of Meetings. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary or

the officer or person calling the meeting, to each stockholder of record entitled to vote at the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the stockholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

     Section 2.6 Quorum of Stockholders. The holders of a majority of the shares issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite to and shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute, by the Certificate of Incorporation or by these Bylaws. If a quorum is not present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

     Section 2.7 Majority Vote; Withdrawal of Quorum. When a quorum is present at any meeting, the vote of the holders of a majority of the shares having voting power, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one on which, by express provision of the statutes, the Certificate of Incorporation or these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

     Section 2.8 Method of Voting. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of the stockholders. At any meeting of the stockholders, every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing executed by such stockholder or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise made irrevocable by law. Each proxy shall be filed with the Secretary of the Corporation prior to or at the time of the meeting. Any vote may be taken by voice or by show of hands unless someone entitled to vote objects, in which case written ballots shall be used.

     Section 2.9 Record Date; Closing Transfer Books. The Board of Directors may fix in advance a record date for the purpose of determining stockholders entitled to notice of or to vote at a meeting of the stockholders, the record date to be not less than ten nor more than sixty days prior to the meeting; or the Board of Directors may close the stock transfer books for such purpose for a period of not less than ten nor more than sixty days prior to such meeting. In the absence of any action by the Board of Directors, the date upon which the notice of the meeting is mailed shall be the record date.

     Section 2.10 Action Without Meeting. Any action required by statute to be taken at a meeting of the stockholders, or any action which may be taken at a meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing,

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setting forth the action so taken, shall be signed by all of the stockholders entitled to vote with respect to the subject matter thereof and such consent shall have the same force and effect as a unanimous vote of the stockholders. Any such signed consent, or a signed copy thereof, shall be placed in the minute book of the Corporation.

     Section 2.11 Telephone Meeting. Subject to the provisions of applicable law and these Bylaws, stockholders may participate in and hold a meeting by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE III
DIRECTORS

     Section 3.1 Management of the Corporation. The business and affairs of the Corporation shall be managed by its Board of Directors, who may exercise all such powers of the Corporation and do all such lawful acts and things as are not, by statute or by the Certificate of Incorporation or by these Bylaws, directed or required to be exercised or done by the stockholders.

     Section 3.2 Number and Qualifications. The Board of Directors shall consist of at least one (1) but no more than six (6) members, none of whom must be a stockholder of the Corporation or a resident of the State of Delaware; provided, that the number of directors (within such bounds) shall be established by the Board of Directors. The initial directors have been appointed by the Incorporator of the Corporation and the size of the initial Board of Directors has been set at two (2) and shall remain at such number until changed by resolution of the Board of Directors. Thereafter, the directors shall be elected at the annual meeting of the stockholders, except as hereinafter provided, and shall hold office until their successors shall be elected and shall qualify.

     Section 3.3 Change in Number. The number of directors may be increased or decreased from time to time in accordance with the provisions of Section 3.2 above or by amendment to these Bylaws; provided that at all times the number of directors shall be at least one and no decrease shall have the effect of shortening the term of any incumbent director. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a meeting of stockholders called for that purpose.

     Section 3.4 Removal. Subject to the express terms of any existing agreement to the contrary among stockholders, any director may be removed either for or without cause at any special meeting of stockholders by the affirmative vote of a majority in number of the stockholders present in person or represented by proxy at such meeting and entitled to vote for the election of such director, if notice of the intention to act upon such matter shall have been given in the notice calling such meeting.

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     Section 3.5 Vacancies. If any vacancies occur in the Board of Directors by the death, resignation, retirement, disqualification or removal from office of any director, or otherwise than as a result of an increase in the number of directors, a majority of the directors then in office, though less than a quorum, may choose a successor or successors, or a successor or successors may be chosen at a special meeting of stockholders called for that purpose. A director elected to fill such a vacancy shall be elected for the unexpired term of his predecessor in office. Any vacancy in the Board of Directors to be filled by reason of an increase in the number of directors shall be filled by a vote of a majority of the directors then in office (provided that the term of office of such newly elected directors shall extend only until the next election of directors by the stockholders and provided further that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of the stockholders) or by election at the annual meeting of the stockholders or at a special meeting of stockholders called for that purpose.

     Section 3.6 Election of Directors. Directors shall be elected by plurality vote. Cumulative voting shall not be permitted.

     Section 3.7 Place of Meetings. The directors of the Corporation may hold their meetings, both regular and special, either within or without the State of Delaware.

     Section 3.8 Annual Meetings. The first meeting of each newly elected Board of Directors shall be held without further notice immediately following the annual meeting of the stockholders and at the same place, unless such time or place is changed by majority vote of the directors then elected and serving.

     Section 3.9 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as may be fixed from time to time by resolutions adopted by the Board and communicated to all directors. Except as otherwise provided by statute, the Certificate of Incorporation or these Bylaws, neither the business to be transacted at, nor the purpose of, any regular meeting need be specified in the notice or waiver of notice of such meeting.

     Section 3.10 Special Meetings. Special meetings of the Board of Directors may be called by the President on twenty-four (24) hours’ notice to each director either personally or by mail, telegram, telecopy or by a recognized overnight delivery service. Special meetings shall be called by the President or Secretary in like mariner and on like notice on the written request of two directors. Except as may be otherwise expressly provided by statute, the Certificate of Incorporation or these Bylaws, neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the notice or waiver of notice of such meeting.

     Section 3.11 Quorum; Majority Vote. At all meetings of the Board of Directors, the presence of a majority of the directors provided for by these Bylaws shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of all directors of the Corporation shall be the act of the Board of Directors., except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these Bylaws. If a quorum is not present at any meeting of directors, the directors present thereat may adjourn the

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meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

     Section 3.12 Compensation. The Board of Directors shall, by unanimous vote, have authority to determine from time to time the amount of compensation, if any, which shall be paid to its members for their services as directors. The Board shall also have power in its discretion to provide for and to pay to directors rendering services to the Corporation not ordinarily rendered by directors as such, special compensation appropriate to the value of such services as determined by the Board from time to time. Nothing herein contained shall be construed to preclude any directors from serving the Corporation in any other capacity and receiving compensation therefor.

     Section 3.13 Procedure. The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of the Corporation.

     Section 3.14 Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board of Directors, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State. The signed consent, or a signed copy, shall be placed in the minute book of the Corporation.

     Section 3.15 Telephone Meeting. Subject to the provisions of applicable statutes and these Bylaws, members of the Board of Directors may participate in and hold a meeting of the Board of Directors by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

     Section 3.16 Chairman of the Board. The Board of Directors, by affirmative vote of a majority of the whole Board, may elect one of its members to serve as Chairman of the Board. The Chairman of the Board, if so elected, shall preside at all meetings of the Board of Directors and shall otherwise have all of the duties and rights of the other members of the Board of Directors, including without limitation the right to vote on all matters properly brought before the Board.

ARTICLE IV
NOTICE

     Section 4.1 Manner of Giving Notice. Whenever under the provisions of the statutes, the Certificate of Incorporation or these Bylaws, -notice is required to be given to any committee member, director or stockholder, and no provisions are made as to how such notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given in writing, by mail (postage prepaid), overnight courier, telecopy or personal delivery, in each case addressed to such committee member, director or stockholder at the address appearing on the

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books of the Corporation. Notice so given shall, in the case of notice so given by mail, be deemed to be given and received on the fourth calendar day after posting, in the case of notice so given by recognized overnight delivery service, on the date of actual delivery and, in the case of notice so given by facsimile transmission or personal delivery, on the date of actual transmission or, as the case may be, personal delivery.

     Section 4.2 Waiver of Notice. Whenever any notice is required to be given to any committee member, director or stockholder of the Corporation under the provisions of the statutes, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, shall be deemed equivalent to the giving of such notice. Attendance at a meeting shall constitute a waiver of notice of such meeting, except where a person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE V
OFFICERS, EMPLOYEES AND AGENTS:
POWERS AND DUTIES

     Section 5.1 Elected Officers. The elected officers of the Corporation shall be a President, a Secretary and a Treasurer (none of whom need be a member of the Board). No elected officer of the Corporation need be a stockholder or a resident of the State of Delaware.

     Section 5.2 Appointive Officers. The Board of Directors may also appoint one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers and such other officers and assistant officers and agents (none of whom need be a member of the Board, a stockholder or a resident of the State of Delaware) as it shall from time to time deem necessary, who shall exercise such powers and perform such duties as shall be set forth in these Bylaws or determined from time to time by the Board of Directors.

     Section 5.3 Two or More Offices. Any two or more offices may be held by the same person.

     Section 5.4 Compensation. The compensation (if any) of the President, any Vice Presidents, the Secretary and the Treasurer shall be fixed from time to time by the vote of the Board of Directors. The Board of Directors may from time to time delegate to the President the authority to fix the compensation of any or all of the other officers of the Corporation.

     Section 5.5 Term of Office; Removal; Filling of Vacancies. Unless otherwise specified by the Board at the time of election or in an employment contract approved by the Board, each elected officer’s term shall end at the first meeting of directors after the next annual meeting of stockholders. Each elected officer of the Corporation shall hold office until his successor is chosen and qualified in his stead or until his earlier death, resignation or removal from office. Each appointed officer or agent shall hold office at the pleasure of the Board of Directors without the necessity of periodic reappointment. Any officer or agent elected or appointed by the Board of Directors may be removed at any time by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such

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removal shall be without prejudice to the contract rights, if any, of the person so removed. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

     Section 5.6 President. The President shall be the chief executive officer of the Corporation and, subject to the provisions of these Bylaws, shall have general supervision of the affairs of the Corporation and shall have general and active control of all its business. The President shall preside when present at meetings of the stockholders and the Board of Directors, and shall have the power to call special meetings of the Board of Directors and stockholders for any purpose or purposes. Subject to the supervision, approval and review of his actions by the Board of Directors, the President shall have authority to: cause the employment or appointment of and the discharge of employees and agents of the Corporation, other than officers, and fix their compensation; suspend for cause, pending final action by the authority which shall have elected or appointed him, any officer subordinate to the President; make and sign bonds, deeds, contracts and agreements in the name of and on behalf of the Corporation and to affix the corporate seal thereto; sign stock certificates; and, in general, exercise all the powers usually appertaining to the office of president of a corporation, except as otherwise provided by statute, the Certificate of Incorporation, or these Bylaws. The President shall put into operation the business policies of the Corporation as determined by the Board of Directors and as communicated to him by such bodies. In carrying out such business policies, the President shall, subject to the supervision of the Board of Directors, have general management and control of the day-to-day business operations of the Corporation. He shall see that the books, reports, statements and certificates required by statutes or laws applicable to the Corporation are properly kept, made and filed according to law. The President shall be subject only to the authority of the Board of Directors in carrying out his duties. In the absence of or disability of the President, his duties shall be performed and his powers may be exercised by the Vice Presidents in order of their seniority, unless otherwise determined by the President or the Board of Directors.

     Section 5.7 Vice Presidents. The Vice Presidents shall generally assist the President and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated by the President or the Board of Directors.

     Section 5.8 Secretary. The Secretary shall see that notice is given of all meetings of the stockholders and special meetings of the Board of Directors and shall keep and attest true records of all proceedings at all meetings of the stockholders and the Board of Directors. He shall have charge of the corporation seal and have authority to attest any and all instruments or writings to which the same may be affixed. He shall keep and account for all books, documents, papers and records of the Corporation except those for which some other officer or agent is properly accountable. He shall have authority to sign stock certificates and shall generally perform all the duties usually appertaining to the office of secretary of a corporation. In the absence or disability of the Secretary, his duties shall be performed and his powers may be exercised by the Assistant Secretaries in the order of their seniority, unless otherwise determined by the Secretary, the President or the Board of Directors.

     Section 5.9 Assistant Secretaries. Each Assistant Secretary shall generally assist the Secretary and shall have such powers and perform such duties and services as such from time to time be prescribed or delegated to him by the Secretary, the President or the Board of Directors.

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     Section 5.10 Treasurer. The Treasurer shall be the chief accounting and financial officer pertaining to the accounts and finances of the Corporation. He shall audit all payrolls and vouchers of the Corporation and shall direct the mariner of certifying the same; shall receive, audit and consolidate all operating and financial statements of the Corporation and its various departments; shall have supervision of the books of account of the Corporation, their arrangement and classification; shall supervise the accounting and auditing practices of the Corporation; and shall have charge of all matters relating to taxation. The Treasurer shall have the care and custody of all monies, funds, and securities of the Corporation; shall deposit or cause to be deposited all such funds in and with such depositaries as the Board of Directors shall from time to time direct or as shall be selected in accordance with procedure established by the Board; shall advise upon all terms of credit granted by the Corporation; and shall be responsible for the collection of all its accounts and shall cause to be kept full and accurate accounts of all receipts and disbursements of the Corporation. He shall have the power to endorse for deposit or collection or otherwise all checks, drafts, notes, bills of exchange or other commercial papers payable to the Corporation and to give proper receipts or discharges for all payments to the Corporation. The Treasurer shall generally perform all the duties usually appertaining to the office of treasurer of a corporation. In the absence or disability of the Treasurer his duties shall be performed and his powers may be exercised by the Assistant Treasurers in the order of their seniority, unless otherwise determined by the Treasurer, the President or the Board of Directors.

     Section 5.11 Assistant Treasurers. Each Assistant Treasurer shall generally assist the Treasurer and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him by the Treasurer, the President or the Board of Directors.

     Section 5.12 Additional Powers and Duties. In addition to the foregoing especially enumerated duties, services and powers, the several elected and appointed officers of the Corporation shall perform such other duties and services and exercise such further powers as may be provided by statute, the Certificate of Incorporation or these Bylaws or as the Board of Directors may from time to time determine or as may be assigned to them by any competent superior officer.

ARTICLE VI
STOCK AND TRANSFER OF STOCK

     Section 6.1 Certificates Representing Shares. Certificates in such form as may be determined by the Board of Directors and as shall conform to the requirements of the statutes, the Certificate of Incorporation and these Bylaws shall be delivered representing all shares to which stockholders are entitled. Such certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. Each certificate shall state on the face thereof that the Corporation is organized under the laws of the State of Delaware, the holder’s name, the number of such shares, the par value of such shares or a statement that such shares are without par value and such other matters as may be required by law. Each certificate shall be signed by the President or a Vice President and the Secretary or an Assistant Secretary and may be sealed with the seal of the Corporation or a facsimile thereof. If any certificate is countersigned by a transfer agent or registered by a registrar, either of which is other than the Corporation or an employee of the Corporation, the signature of any such officer may be a facsimile.

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     Section 6.2 Issuance. Subject to the provisions of the applicable statutes, the Certificate of Incorporation or these Bylaws, shares may be issued for such consideration and only to such persons as the Board of Directors may unanimously determine from time to time. Shares may not be issued until the full amount of the consideration, fixed as provided by law, has been paid.

     Section 6.3 Payment for Shares. The consideration for the issuance of shares shall consist of money paid, labor done (including services actually performed for the Corporation) or property (tangible or intangible) actually received. Neither promissory notes nor the promise of future services shall constitute payment for shares. In the absence of fraud in the transaction, the judgment of the Board of Directors as to the value of consideration received shall be conclusive. When consideration, fixed as provided by law, has been paid, the shares shall be deemed to have been issued and shall be considered fully paid and nonassessable.

     Section 6.4 Lost, Stolen or Destroyed Certificates. The Board of Directors, the President, or such other officer or officers of the Corporation as the Board of Directors may from time to time designate, in its or his discretion may direct a new certificate or certificates representing shares to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate or certificates to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors, the President, or any such other officer, in its or his discretion and as a condition precedent to the issuance thereof, may require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it or he shall require and/or give the Corporation a bond in such form, in such sum, and with such surety or sureties as it or he may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate or certificates alleged to have been lost, stolen or destroyed.

     Section 6.5 Transfers of Shares. Shares of stock shall be transferable only on the books of the Corporation by the holder thereof in person or by his duly authorized attorney. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate or certificates representing shares, duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, with all required stock transfer tax stamps affixed thereto and canceled or accompanied by sufficient funds to pay such taxes, it shall be the duty of the Corporation or the transfer agent of the Corporation to issue a new certificate or certificates to the person entitled thereto, cancel the old certificate or certificates and record the transaction upon its books.

     Section 6.6 Registered Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

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ARTICLE VII
MISCELLANEOUS

     Section 7.1 Dividends. Dividends upon the outstanding shares of the Corporation, subject to the provisions of the Delaware General Corporation Law and of the Certificate of Incorporation, may be declared by the Board of Directors at any annual, regular or special meeting and may be paid in cash, in property or in shares of the Corporation, or in any combination thereof.

     The Board of Directors may fix in advance a record date for the purpose of determining stockholders entitled to receive payment of any dividend, the record date to be not less than ten nor more than sixty days prior to the payment date of such dividend, or the Board of Directors may close the stock transfer books for such purpose for a period of not less than ten nor more than sixty days prior to the payment date of such dividend. In the absence of any action by the Board of Directors, the date upon which the Board of Directors adopts the resolution declaring the dividend shall be the record date.

     Section 7.2 Reserves. There may be created from time to time by resolution of the Board of Directors, out of the earned surplus of the Corporation, such reserve or reserves as the directors from time to time, in their discretion, think proper to provide for contingencies, or to equalize dividends, or to repair or maintain any property of the Corporation or for such other purpose as the directors shall think beneficial to the Corporation. The directors may modify or abolish any such reserve in the manner in which it was created.

     Section 7.3 Signature of Negotiable Instruments. All bills, notes, checks or other instruments for the payment of money shall be signed or countersigned by such officer, officers, agent or agents and in such manner as are permitted by these Bylaws and/or as, from time to time, may be prescribed by resolution (whether general or special) of the Board of Directors.

     Section 7.4 Fiscal Year. The fiscal year of the Corporation shall end on each December 31.

     Section 7.5 Seal. The Corporation’s seal shall be in such form, if any, as shall be adopted and approved from time to time by the Board of Directors. The seal may be used by causing it, or a facsimile thereof, to be impressed, affixed, imprinted or in any manner reproduced.

     Section 7.6 Books and Records. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its stockholders and Board of its transfer agent or registrar, a record of its stockholders, giving the names and addresses of all stockholders and the number of the shares held by each.

     Section 7.7 Resignation. Any director, committee member, officer or agent may resign by giving written notice to the President or the Secretary. The resignation shall take effect at the time specified therein, or immediately if no time is specified. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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     Section 7.8 Indemnification. The Corporation shall have the power and obligation to indemnify any person who was or is a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, non-profit entity, employee benefit plan, or other enterprise to the extent set forth in the Certificate of Incorporation.

     Section 7.9 Surety Bonds. Such officers and agents of the Corporation (if any) as the President or the Board of Directors may direct, from time to time, shall be bonded for the faithful performance of their duties and for the restoration to the Corporation, in case of their death, resignation, retirement, disqualification or removal from office, of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Corporation, in such amounts and by such surety companies as the President or the Board of Directors may determine. The premiums on such bonds shall be paid by the Corporation, and the bonds so furnished shall be in the custody of the Secretary.

     Section 7.10 Interested Directors.

          (a) No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, solely because the director or officer is present at or participates in the meeting of the Board or a committee thereof which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose, if:

          (1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

          (2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved, or ratified by the Board of Directors, a committee thereof or the stockholders.

          (b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

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ARTICLE VIII
AMENDMENTS

     Section 8.1 Amendments. These Bylaws shall not be altered, amended or repealed and new Bylaws shall not be adopted without the affirmative vote of the holders of at least a majority of the Corporation’s shares entitled to vote thereon or a vote of a majority of the members of the Board of Directors at a duly convened meeting thereof.

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EX-4.1

Exhibit 4.1

INDENTURE

Dated as of March 26, 2010

Among

NATIONSTAR MORTGAGE LLC,
as the Company

NATIONSTAR CAPITAL CORPORATION,
as the Co-Issuer

THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee

10.875% SENIOR NOTES DUE 2015

CROSS-REFERENCE TABLE*

Trust Indenture Act Section	Indenture Section
310 (a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.10
(c)	N.A.
311 (a)	7.11
(b)	7.11
(c)	N.A.
312 (a)	2.05
(b)	12.03
(c)	12.03
313 (a)	7.06
(b)(1)	N.A
(b)(2)	7.06;7.07
(c)	7.06;12.02
(d)	7.06
314 (a)	4.03, 4.04; 12.02; 12.05
(b)	N.A.
(c)(1)	12.04
(c)(2)	12.04
(c)(3)	N.A.
(d)	N.A.
(e)	12.05
(f)	N.A.
315 (a)	7.01
(b)	7.05; 12.02.
(c)	7.01
(d)	7.04
(e)	6.12
316 (a)(last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.06
(c)	9.04
317 (a)(1)	6.07
(a)(2)	6.11
(b)	2.04
318 (a)	12.01
(b)	N.A.
(c)	12.01

N.A. means not applicable.
*	This Cross-Reference Table is not part of this Indenture.

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01	Definitions	1
Section 1.02	Other Definitions	38
Section 1.03	Incorporation by Reference of Trust Indenture Act	39
Section 1.04	Rules of Construction	39
Section 1.05	Acts of Holders	40

ARTICLE II

THE NOTES

Section 2.01	Form and Dating; Terms	41
Section 2.02	Execution and Authentication	43
Section 2.03	Registrar and Paying Agent	44
Section 2.04	Paying Agent to Hold Money in Trust	44
Section 2.05	Holder Lists	44
Section 2.06	Transfer and Exchange	45
Section 2.07	Replacement Notes	58
Section 2.08	Outstanding Notes	59
Section 2.09	Treasury Notes	59
Section 2.10	Temporary Notes	59
Section 2.11	Cancellation	60
Section 2.12	CUSIP and ISIN Numbers	60

ARTICLE III

REDEMPTION

Section 3.01	Notices to Trustee	60
Section 3.02	Selection of Notes to Be Redeemed or Purchased	60
Section 3.03	Notice of Redemption	61
Section 3.04	Effect of Notice of Redemption	62
Section 3.05	Deposit of Redemption or Purchase Price	62
Section 3.06	Notes Redeemed or Purchased in Part	62
Section 3.07	Optional Redemption	63
Section 3.08	Mandatory Redemption	64
Section 3.09	Offers to Repurchase by Application of Excess Proceeds	64

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Page

ARTICLE IV

COVENANTS

Section 4.01	Payment of Notes	66
Section 4.02	Maintenance of Office or Agency	66
Section 4.03	Reports and Other Information	67
Section 4.04	Compliance Certificate	69
Section 4.05	Taxes	69
Section 4.06	Stay, Extension and Usury Laws	69
Section 4.07	Limitation on Restricted Payments	70
Section 4.08	Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	74
Section 4.09	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	76
Section 4.10	Asset Sales	77
Section 4.11	Limitation on Transactions with Affiliates	79
Section 4.12	Limitation on Liens	81
Section 4.13	Conduct of Business	82
Section 4.14	Offer to Repurchase Upon Change of Control	82
Section 4.15	Limitation on Guarantees by Restricted Subsidiaries	83
Section 4.16	Limitation on Sale and Leaseback Transactions	84
Section 4.17	Designation of Unrestricted and Restricted Subsidiaries	84
Section 4.18	Restrictions on Activities of the Co-Issuer	85
Section 4.19	Covenant Suspension	85

ARTICLE V

SUCCESSORS

Section 5.01	Merger, Consolidation or Sale of All or Substantially All Assets	85
Section 5.02	Surviving Entity Substituted	87

ARTICLE VI

DEFAULTS AND REMEDIES

Section 6.01	Events of Default	87
Section 6.02	Acceleration	89
Section 6.03	Other Remedies	90
Section 6.04	Waiver of Past Defaults	90
Section 6.05	Control by Majority	91
Section 6.06	Rights of Holders of Notes to Receive Payment	91
Section 6.07	Collection Suit by Trustee	91
Section 6.08	Restoration of Rights and Remedies	91
Section 6.09	Rights and Remedies Cumulative	91

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Page

Section 6.10	Delay or Omission Not Waiver	92
Section 6.11	Trustee May File Proofs of Claim	92
Section 6.12	Undertaking for Costs	92
Section 6.13	Trustee May Enforce Claims without Possession of Notes	92
Section 6.14	Limitation on Suits.	93
Section 6.15	Priorities	93

ARTICLE VII

TRUSTEE

Section 7.01	Duties of Trustee	94
Section 7.02	Rights of Trustee	95
Section 7.03	Individual Rights of Trustee	96
Section 7.04	Trustee’s Disclaimer	96
Section 7.05	Notice of Defaults	96
Section 7.06	Reports by Trustee to Holders of the Notes	97
Section 7.07	Compensation and Indemnity	97
Section 7.08	Replacement of Trustee	98
Section 7.09	Successor Trustee by Merger, etc	99
Section 7.10	Eligibility; Disqualification	99
Section 7.11	Preferential Collection of Claims Against Issuer	99

ARTICLE VIII

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	99
Section 8.02	Legal Defeasance and Discharge	99
Section 8.03	Covenant Defeasance	100
Section 8.04	Conditions to Legal or Covenant Defeasance	101
Section 8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	102
Section 8.06	Repayment to Issuer	103
Section 8.07	Reinstatement	103

ARTICLE IX

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01	Without Consent of Holders of Notes	103
Section 9.02	With Consent of Holders of Notes	105
Section 9.03	Compliance with Trust Indenture Act	106
Section 9.04	Revocation and Effect of Consents	106
Section 9.05	Notation on or Exchange of Notes	107
Section 9.06	Trustee to Sign Amendments, etc	107

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Page

ARTICLE X

GUARANTEES

Section 10.01	Note Guarantee	107
Section 10.02	Limitation on Guarantor Liability	109
Section 10.03	Execution and Delivery	109
Section 10.04	Subrogation	110
Section 10.05	Benefits Acknowledged	110
Section 10.06	Merge, Consolidation or Sale of All or Substantially All Assets	110
Section 10.07	Release of Note Guarantees	110

ARTICLE XI

SATISFACTION AND DISCHARGE

Section 11.01	Satisfaction and Discharge	111
Section 11.02	Application of Trust Money	112

ARTICLE XII

MISCELLANEOUS

Section 12.01	Trust Indenture Act Controls	112
Section 12.02	Notices	112
Section 12.03	Communication by Holders of Notes with Other Holders of Notes	113
Section 12.04	Certificate and Opinion as to Conditions Precedent	114
Section 12.05	Statements Required in Certificate or Opinion	114
Section 12.06	Rules by Trustee and Agents	114
Section 12.07	No Personal Liability of Directors, Officers, Employees and Stockholders	115
Section 12.08	Governing Law; Consent to Jurisdiction and Service	115
Section 12.09	Waiver of Jury Trial	115
Section 12.10	Force Majeure	115
Section 12.11	No Adverse Interpretation of Other Agreements	116
Section 12.12	Successors	116
Section 12.13	Severability	116
Section 12.14	Counterpart Originals	116
Section 12.15	Table of Contents, Headings, etc	116
Section 12.16	Qualification of Indenture	116
Section 12.17	U.S.A. Patriot Act	117

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EXHIBITS

Exhibit A	Form of Note
Exhibit B	Form of Certificate of Transfer
Exhibit C	Form of Certificate of Exchange
Exhibit D	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors
Exhibit E	Form of Free Transferability Certificate

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          INDENTURE, dated as of March 26, 2010, among Nationstar Mortgage LLC, a Delaware limited liability company (the “Company”), Nationstar Capital Corporation, a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee.

WITNESSETH

          WHEREAS, each of the Issuers has duly authorized the creation of an issue of $250,000,000 aggregate principal amount of 10.875% Senior Notes due 2015 (the “Initial Notes”);

          WHEREAS, each of the Issuers and the Guarantors has duly authorized the execution and delivery of this Indenture.

          NOW, THEREFORE, the Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions

          “144A Global Note” means a Global Note substantially in the form of Exhibit A hereto, bearing the Global Note Legend, the Private Placement Legend and, if applicable, the OID Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

          “Acquired Indebtedness” means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Subsidiary of the Company or at the time it merges or consolidates with the Company or any of its Subsidiaries or assumed in connection with the acquisition of assets from such Person and in each case whether or not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Subsidiary of the Company or such acquisition, merger or consolidation.

          “Additional Interest” has the meaning set forth in the applicable Registration Rights Agreement.

          “Additional Notes” means additional Notes (other than the Initial Notes and other than Exchange Notes for such Initial Notes) issued from time to time under this Indenture in accordance with Sections 2.01 and 4.09 hereof.

          “Affiliate” means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative of the foregoing.

          “Agent” means any Registrar or Paying Agent.

          “Applicable Premium” means, with respect to any Note on any applicable redemption date, the greater of (i) 1.0% of the then outstanding principal amount of such Note and (ii) the excess of:

          (1) the present value at such redemption date of the sum of (i) the redemption price of such Note at April 1, 2013 (such redemption price being set forth in Section 3.07(c) hereof plus (ii) all required interest payments due on such Note through April 1, 2013 (excluding accrued but unpaid interest), such present value to be computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

          (2) the then outstanding principal amount of such Note.

          “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and/or Clearstream that apply to such transfer or exchange.

          “Asset Acquisition” means: (1) an Investment by the Company or any Restricted Subsidiary of the Company in any other Person pursuant to which such Person shall become a Restricted Subsidiary of the Company or any Restricted Subsidiary of the Company, or shall be merged with or into the Company or any Restricted Subsidiary of the Company; or (2) the acquisition by the Company or any Restricted Subsidiary of the Company of the assets of any Person (other than a Restricted Subsidiary of the Company) other than in the ordinary course of business.

          “Asset Sale” means:

          (1) the sale, lease (other than operating leases entered in the ordinary course of business), conveyance or other disposition of any assets or rights; provided that the sale, lease (other than operating leases entered in the ordinary course of business), conveyance or other disposition of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole, other than any Required Asset Sale or a Legacy Loan Portfolio Sale, will be governed by the provisions of Section 4.14 and/or Section 5.01 hereof and not by the provisions of Section 4.10 hereof; and

          (2) the issuance or sale of Equity Interests in any of the Company’s Restricted Subsidiaries.

          Notwithstanding the foregoing, none of the following items will be deemed to be an Asset Sale:

          (1) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $5.0 million;

          (2) a transfer of assets between or among the Company and any Restricted Subsidiary of the Company;

          (3) an issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to another Restricted Subsidiary of the Company;

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          (4) the sale of advances, loans, customer receivables, mortgage related securities or other assets in the ordinary course of business, the sale of accounts receivable or other assets that by their terms convert into cash in the ordinary course of business and any sale of MSRs in connection with the origination of the associated mortgage loan in the ordinary course of business;

          (5) the sale or other disposition of cash or Cash Equivalents or Investment Grade Securities;

          (6) disposition of Investments or other assets and disposition or compromise of receivables, in each case, in connection with the workout, compromise, settlement or collection thereof or exercise of remedies with respect thereto, in the ordinary course of business or in bankruptcy, foreclosure or similar proceedings, including foreclosure, repossession and disposition of REO Assets and other collateral for loans serviced and/or originated by the Company or any of its Subsidiaries;

          (7) the modification of any loans owned or serviced by the Company or any of its Restricted Subsidiaries in the ordinary course of business;

          (8) a Restricted Payment that does not violate Section 4.07 or a Permitted Investment;

          (9) disposals or replacements of damaged, worn out or obsolete equipment or other assets no longer used or useful in the business of the Company and its Restricted Subsidiaries, in each case the ordinary course of business;

          (10) assets sold pursuant to the terms of Permitted Funding Indebtedness;

          (11) a sale (in one or more transactions) of Securitization Assets or Residual Interests in the ordinary course of business;

          (12) sales, transfers or contributions of Securitization Assets to Securitization Entities, Warehouse Facility Trusts and MSR Facility Trusts in connection with Securitizations in the ordinary course of business;

          (13) a sale or other disposition of Equity Interests of an Unrestricted Subsidiary;

          (14) the creation of a Lien (but not the sale or other disposition of the property subject to such Lien) permitted by Section 4.12; and

          (15) transactions pursuant to repurchase agreements entered into in the ordinary course of business.

          “Attributable Debt” in respect of a sale and leaseback transaction means, as of the time of determination, the present value (discounted at the interest rate per annum implicit in the lease involved in such sale and leaseback transaction, as determined in good faith by the Company) of the obligation of the lessee thereunder for rental payments (excluding, however, any amounts required to be paid by such lessee, whether or not designated as rent or additional rent, on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges or any amounts required to be paid by such

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lessee thereunder contingent upon the amount of sales or similar contingent amounts) during the remaining term of such lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended); provided, however, that if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of Capital Lease Obligation. In the case of any lease which is terminable by the lessee upon the payment of a penalty, such rental payments shall also include the amount of such penalty, but no rental payments shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated.

          “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

          “Board of Directors” means, as to any Person, the Board of Directors, or similar governing body, of such Person or any duly authorized committee thereof.

          “Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

          “Business Day” means each day that is not a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York or the place of payment.

          “Capital Stock” means:

          (1) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person; or

          (2) with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests (whether general or limited) of such Person.

          “Capitalized Lease Obligation” means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

          “Cash Equivalents” means:

          (1) Dollars;

          (2) in the case of any Foreign Subsidiary of the Company that is a Restricted Subsidiary of the Company, such local currencies held by such Foreign Subsidiary of the Company from time to time in the ordinary course of business;

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          (3) securities or any evidence of indebtedness issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities or such evidence of indebtedness);

          (4) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the three highest ratings obtainable from either S&P or Moody’s;

          (5) certificates of deposit with maturities of twelve months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding twelve months and overnight bank deposits with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;

          (6) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (3) and (5) above entered into with any financial institution meeting the qualifications specified in clause (5) above;

          (7) commercial paper having one of the two highest ratings obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services and in each case maturing within twelve months after the date of acquisition; and

          (8) money market funds at least 90.0% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (7) of this definition.

          In the case of Investments by any Foreign Subsidiary of the Company that is a Restricted Subsidiary of the Company, Cash Equivalents shall also include (a) investments of the type and maturity described in clauses (1) through (8) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (b) local currencies and other short-term investments utilized by foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (1) through (8) and in this paragraph.

          “Change of Control” means the occurrence of any of the following:

          (1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, other than any Required Asset Sales or Legacy Loan Portfolio Sale, to any Person other than a Permitted Holder; or

          (2) the Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than one or more Permitted Holders, in a single transaction or in a related series of transactions, by way of merger,

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consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50.0% or more of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent companies; provided that for purposes of calculating the “beneficial ownership” of any group, any Voting Stock of which any Permitted Holder is the “beneficial owner” shall not be included in determining the amount of Voting Stock “beneficially owned” by such group.

          “Clearstream” means Clearstream Banking, Société Anonyme.

          “Common Stock” of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person’s common stock, whether outstanding on the Issue Date or issued after the Issue Date, and includes, without limitation, all series and classes of such common stock.

          “Consolidated EBITDA” means, with respect to any Person, for any period, the sum (without duplication) of:

          (1) Consolidated Net Income; and

          (2) to the extent Consolidated Net Income has been reduced thereby:

     (a) Consolidated Taxes;

     (b) Consolidated Interest Expense (excluding Consolidated Interest Expense on Indebtedness incurred under clauses (2), (5), (6), (10), (11), (12), (15) and (27) of the definition of Permitted Indebtedness);

     (c) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (including charges related to the writeoff of goodwill or intangibles as a result of impairment, but excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period), all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in accordance with GAAP;

     (d) (1) customary fees and expenses of the Company and its Restricted Subsidiaries payable in connection with (i) the issuance of the Notes and (ii) the initial public offering of the Company’s Common Stock or the Common Stock of any of its direct or indirect parent companies after the Issue Date, (2) costs associated with exit and disposal activities incurred in connection with a restructuring as defined in ASC 420-10 (provided that such charges relating to the Company’s restructuring program initiated in 2007 (as described in the Offering Memorandum) may not exceed $2.5 million in the aggregate in any Four Quarter Period) and (3) any amortization or write-off of debt issuance costs for Indebtedness incurred prior to the Issue Date;

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     (e) any amortization or write-off of debt issuance costs payable in connection with Corporate Indebtedness incurred concurrent with and after the Issue Date;

     (f) recovery of other-than-temporary loss on available-for-sale securities recognized through members’ (or shareholders’) equity;

     (g) all other unusual or non-recurring items of loss or expense as approved by the Board of Directors of the Company acting reasonably and in good faith; and

     (h) the amount of any expense related to minority interests; and,

          (3) decreased by (without duplication):

     (a) non-cash gains pursuant to clause (2) above increasing Consolidated Net Income of such Person for such period, excluding any gains that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period (other than such cash charges that have been added back to Consolidated Net Income in calculating Consolidated EBITDA in accordance with this definition);

     (b) all other unusual or non-recurring gains or revenue as approved by the Board of Directors of the Company acting reasonably and in good faith;

     (c) all interest income to the extent a matching interest expense has been added back to clause (2) above; and

     (d) fair market value of MSRs capitalized by the Company and its Restricted Subdiaries;

all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in accordance with GAAP.

          “Consolidated Interest Expense” means, with respect to any Person for any period, the sum of, without duplication:

          (1) the aggregate of the interest expense on Indebtedness of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, including without limitation: (a) any amortization of debt discount; (b) the net costs under Permitted Hedging Transactions; (c) all capitalized interest; and (d) the interest portion of any deferred payment obligation;

          (2) to the extent not already included in clause (1), the interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP;

          (3) the imputed interest with respect to Attributable Debt created after the Issue Date; and

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          (4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Capital of such Person or preferred stock of any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Capital Stock) or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP.

          “Consolidated Leverage Ratio” means, with respect to any Person, as of any date, the ratio of (i) Corporate Indebtedness to (ii) the Consolidated EBITDA of such Person for the most recently ended four full fiscal quarters (the “Four Quarter Period”) for which internal financial statements are available ending prior to the date of the transaction giving rise to the need to calculate the Consolidated Leverage Ratio (the “Transaction Date”).

          In addition to and without limitation of the foregoing, for purposes of this definition, “Corporate Indebtedness” and “Consolidated EBITDA” shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

          (1) the incurrence or repayment of any Indebtedness of such Person or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness (and the application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to working capital facilities, occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period; and

          (2) any asset sales or other dispositions or any asset originations, asset purchases, Investments and Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Indebtedness that is Acquired Indebtedness and also including any Consolidated EBITDA (including any pro forma expense and cost reductions) attributable to the assets which are originated or purchased, the Investments that are made and the assets that are the subject of the Asset Acquisition or asset sale or other disposition during the Four Quarter Period) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such asset sale or other disposition or asset origination, asset purchase, Investment or Asset Acquisition (including the incurrence, assumption or liability for any such Acquired Indebtedness) occurred on the first day of the Four Quarter Period. If such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such guaranteed Indebtedness.

          The pro forma calculations shall be made by a responsible accounting officer of the Company in good faith based on the information reasonably available to it at the time of such calculation. The foregoing calculations, pursuant to the transactions listed above in clauses (1) and (2), shall be required

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to comply with the requirements for pro forma financial statements in accordance with Regulation S-X promulgated under the Securities Act or any other regulation or policy of the SEC related thereto.

          “Consolidated Net Income” means, with respect to any Person, for any period, the aggregate net income (or loss) of such Person and its Restricted Subsidiaries before the payment of dividends on Preferred Stock for such period on a consolidated basis, determined in accordance with GAAP; provided that there shall be excluded therefrom:

          (1) after-tax gains and losses from asset sales or abandonments or reserves relating thereto;

          (2) after-tax items classified as extraordinary gains or losses and direct impairment charges or the reversal of such charges on the Person’s assets;

          (3) the net income (but not loss) of any Restricted Subsidiary of the referent Person to the extent that the declaration of dividends or similar distributions by that Subsidiary of that income is restricted by a contract, operation of law or otherwise, except for such restrictions permitted by clauses (7) and (8) of Section 4.08(b), whether such permitted restrictions exist on the Issue Date or are created thereafter, except to the extent (in the case of net income) of cash dividends or distributions paid to the referent Person, or to a Wholly Owned Restricted Subsidiary of the referent Person (other than a Restricted Subsidiary also subject to such restrictions), by such other Person;

          (4) the net income or loss of any other Person, other than a Restricted Subsidiary of the referent Person, except:

     (a) to the extent (in the case of net income) of cash dividends or distributions paid to the referent Person, or to a Wholly Owned Restricted Subsidiary of the referent Person (other than a Restricted Subsidiary described in clause (3) above), by such other Person; or

     (b) that the referent Person’s share of any net income or loss of such other Person under the equity method of accounting for Affiliates shall not be excluded;

          (5) any restoration to income of any contingency reserve of an extraordinary, nonrecurring or unusual nature, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time following the Issue Date;

          (6) income or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period whether or not such operations were classified as discontinued);

          (7) in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Person’s assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets;

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          (8) any valuation allowance for mortgage loans held-for-investment and/or any change in fair value of mortgage loans held for sale and corresponding debt in relation to securitized loans in accordance with GAAP that require no additional capital or equity contributions to the Company;

          (9) any change in fair value of MSRs or the amortization of MSRs pursuant to such Person’s accounting policy; and

          (10) an amount equal to all distributions during such period pursuant to clause (6)(c) of Section 4.07(b) hereof.

          “Consolidated Tangible Net Worth” means, with respect to any Person, the excess of such Person’s total assets over its total liabilities determined on a consolidated basis in accordance with GAAP, excluding (1) goodwill, (2) other intangibles and (3) cumulative impact from Issue Date of any valuation allowance for mortgage loans held-for-investment and/or any change in fair value of mortgage loans held for sale and corresponding debt in relation to securitized loans in accordance with GAAP that require no additional capital or equity contributions to the Company, in each case as of the end of the last completed fiscal quarter ending on or prior to the date of the transaction giving rise to the need to calculate Consolidated Tangible Net Worth.

          “Consolidated Taxes” means, with respect to any Person for any period, (1) all income taxes and foreign withholding taxes and taxes based on capital and commercial activity (or similar taxes) of such Person and its Restricted Subsidiaries paid or accrued in accordance with GAAP for such period and (2) all distributions pursuant to clause (6)(c) of Section 4.07(b) hereof.

          “Corporate Indebtedness” means, with respect to any Person, the aggregate consolidated amount of Indebtedness of such Person and its Restricted Subsidiaries then outstanding that would be shown on a consolidated balance sheet of such Person and its Restricted Subsidiaries (excluding, for the purpose of this definition, Indebtedness incurred under clauses (2), (5), (6), (10), (11), (12), (15) and (27) of the definition of Permitted Indebtedness).

          “Corporate Indebtedness to Tangible Net Worth Ratio” means, with respect to any Person, as of any date, the ratio of (i) the aggregate amount of Corporate Indebtedness outstanding as of such date to (ii) the Consolidated Tangible Net Worth, with such pro forma adjustments for transactions consummated on or prior to or simultaneously with the date of the calculation as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Consolidated Leverage Ratio.

          “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Holders and the Issuers.

          “Credit Enhancement Agreements” means, collectively, any documents, instruments, guarantees or agreements entered into by the Company, any of its Restricted Subsidiaries, or any Securitization Entity for the purpose of providing credit support (that is reasonably customary as determined by Company senior management) with respect to any Permitted Funding Indebtedness or Permitted Securitization Indebtedness.

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          “Currency Agreement” means, with respect to any specified Person, any foreign exchange contract, currency swap agreement, futures contracts, options on futures contracts or other similar agreement or arrangement designed to protect such Person or any its Restricted Subsidiary against fluctuations in currency values.

          “Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

          “Default” means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

          “Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

          “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

          “Designated Noncash Consideration” means the Fair Market Value of any noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is designated as Designated Noncash Consideration pursuant to an officers’ certificate executed by the principal financial officer of the Company or such Restricted Subsidiary at the time of such Asset Sale less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Noncash Consideration.

          “Disqualified Capital Stock” means that portion of any Capital Stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control) on or prior to the final maturity date of the Notes.

          “Dollar” or “$” means the lawful money of the United States of America.

          “Domestic Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person other than a Foreign Subsidiary.

          “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

          “Equity Offering” means a sale either (1) of Equity Interests of the Company (other than Disqualified Capital Stock and other than to a Subsidiary of the Company) by the Company or (2) of Equity Interests of a direct or indirect parent entity of the Company (other than to the Company or a

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Subsidiary of the Company) to the extent that the net proceeds therefrom are contributed to the common equity capital of the Company.

          “Euroclear” means Euroclear S.A./N.V., as operator of the Euroclear system.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

          “Excluded Contributions” means net cash proceeds or marketable securities received by the Company from contributions to its common equity capital designated as Excluded Contributions pursuant to an officers’ certificate on the date such capital contributions are made.

          “Exchange Notes” means the Notes (including any related Guarantees) issued in the applicable Exchange Offer pursuant to Section 2.06(f) hereof.

          “Exchange Offer” has the meaning set forth in the applicable Registration Rights Agreement.

          “Exchange Offer Registration Statement” has the meaning set forth in the applicable Registration Rights Agreement.

          “Excluded Restricted Subsidiary” means any newly acquired or created Subsidiary of the Company that is designated as a Restricted Subsidiary but prohibited, in the reasonable judgment of the Company, from guaranteeing the Notes by any applicable law, regulation or contractual restriction existing at the time such Subsidiary becomes a Restricted Subsidiary and which, in the case of any such contractual restriction, in the good faith opinion of the management of the Company, cannot be removed through commercially reasonable efforts. As of the Issue Date, there are no Excluded Restricted Subsidiaries.

          “Existing Facilities” means, collectively, the Existing Servicing Advance Facilities, the Existing Warehouse Facilities and the Existing MSR Facilities.

          “Existing MSR Facilities” means the MSR Notes together with the related documents thereto (including, without limitation, any security documents), in each case as such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement extending the maturity of, increasing the interest rate or fees applicable thereto, refinancing, replacing or otherwise restructuring (including adding Subsidiaries of the Company as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.

          “Existing Servicing Advance Facilities” means: (1) the $375.0 million Agreement with respect to MBS Loan Buyout Financing Option and the Further Amended and Restated Servicer Advance Early Reimbursement Mechanics Addendum, dated as of January 13, 2010, by and among the Company and the lender identified therein, (2) the $350.0 million Third Amended and Restated Note Purchase Agreement, dated as of December 29, 2009, by and among the Company and the noteholders identified therein and (3) the MSR Notes, in each case, together with the related documents thereto (including, without limitation, any security documents), in each case as such agreements may be amended (including any amendment and

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restatement thereof), supplemented or otherwise modified from time to time, including any agreement extending the maturity of, increasing the interest rate or fees applicable thereto, refinancing, replacing or otherwise restructuring (including adding Subsidiaries of the Company as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.

          “Existing Warehouse Facilities” mean: (1) the $300.0 million Master Repurchase Agreement, dated as of January 27, 2010, by and among the Company and the lender identified therein, (2) the $50.0 million Master Repurchase Agreement, dated as of October 7, 2009, by and among the Company and the lender identified therein, (3) the $50.0 million Master Repurchase Agreement, dated as February 24, 2010, by and among the Company and the lender identified therein and (4) the $50.0 million As Soon As Pooled Plus Agreements, by and among the Company and the lender identified therein; in each case, together with the related documents thereto (including, without limitation, any security documents), in each case as such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement extending the maturity of, increasing the interest rate or fees applicable thereto, refinancing, replacing or otherwise restructuring (including adding Subsidiaries of the Company as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.

          “Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair market value shall be determined by the senior management of the Company or any Restricted Subsidiary of the Company, as applicable, when the fair market value of any asset other than cash is estimated in good faith to be below $5.0 million, and by the Board of Directors of the Company acting reasonably and in good faith and, if the fair market value exceeds $10.0 million, shall be evidenced by a Board Resolution of the Board of Directors of the Company delivered to the Trustee.

          “Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof or the District of Columbia.

          “Foreign Subsidiary Total Assets” means the total assets of the Foreign Subsidiaries of the Company, as determined in accordance with GAAP in good faith by the Company without intercompany eliminations.

          “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Financial Accounting Standards Board Accounting Standards Codification or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, which are in effect as of December 31, 2009.

          “Global Note Legend” means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

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          “Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto, issued in accordance with Section 2.01, 2.06(b), 2.06(d) or 2.06(f) hereof.

          “guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

          “Guarantor” means each of:

          (1) Nationstar Equity Corporation, Centex Land Vista Ridge Lewisville III General Partner, LLC, Centex Land Vista Ridge Lewisville III, L.P., Nationstar Industrial Loan Company, Nationstar Industrial Loan Corporation, Harwood Insurance Services, LLC, Harwood Service Company of Georgia, LLC, Harwood Service Company of New Jersey, LLC, Harwood Service Company LLC, Homeselect Settlement Solutions, LLC, Nationstar 2009 Equity Corporation; and

          (2) any other Subsidiary of the Company that executes a Note Guarantee in accordance with the provisions of this Indenture, and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this Indenture; provided that any Excluded Restricted Subsidiary, any Securitization Entities, any Warehouse Facility Trusts and any MSR Facility Trusts shall not be deemed to be Guarantors.

          “Holder” means the Person in whose name the Note is registered on the Registrar’s book.

          “Indebtedness” means with respect to any Person, without duplication:

          (1) all Obligations of such Person for borrowed money;

          (2) all Obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

          (3) all Capitalized Lease Obligations of such Person;

          (4) all Obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all Obligations under any title retention agreement (but excluding trade accounts payable and other accrued liabilities arising in the ordinary course of business that are not overdue by 90 days or more or are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted);

          (5) all Obligations for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction;

          (6) guarantees and other contingent obligations in respect of Indebtedness referred to in clauses (1) through (5) above and clauses (8) or (9) below;

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          (7) Obligations of any other Person of the type referred to in clauses (1) through (6) above and clause (9) below which are secured by any lien on any property or asset of such Person, the amount of such Obligation being deemed to be the lesser of the Fair Market Value of such property or asset and the amount of the Obligation so secured;

          (8) all Obligations under currency agreements and interest swap agreements of such Person;

          (9) all Attributable Debt of such Person; and

          (10) all Disqualified Capital Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any.

          For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the Fair Market Value of such Disqualified Capital Stock, such Fair Market Value shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Capital Stock.

          The amount of any Indebtedness outstanding as of any date shall be:

          (1) the accreted value thereof, in the case of any Indebtedness issued at a discount to par;

          (2) with respect to any Obligations under currency agreements and interest swap agreements, the net amount payable if such agreements terminated at that time due to default by such Person;

          (3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

     (a) the Fair Market Value of such assets at the date of determination; and

     (b) the amount of the Indebtedness of the other Person; or

          (4) except as provided above, the principal amount or liquidation preference thereof, in the case of any other Indebtedness.

          “Indenture” means this Indenture, as amended or supplemented from time to time.

          “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

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          “Initial Notes” as defined in the recitals hereto.

          “Initial Purchasers” means Barclays Capital Inc., Banc of America Securities LLC, Deutsche Bank Securities Inc. and RBS Securities Inc.

          “Initial Registration Rights Agreement” means the Registration Rights Agreement with respect to the Notes, dated as of the Issue Date, among the Issuers, the Guarantors and the Initial Purchasers.

          “Interest Payment Date” means April 1 and October 1 of each year to stated maturity.

          “Investment” means, with respect to any Person, any direct or indirect loan or other extension of credit (including, without limitation, a guarantee), advance or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences or Indebtedness issued by, any Person that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. “Investment” shall exclude (x) accounts receivable, extensions of trade credit or advances by the Company and its Restricted Subsidiaries on commercially reasonable terms in accordance with the Company’s or its Restricted Subsidiaries’ normal trade practices, as the case may be, (y) deposits made in the ordinary course of business and customary deposits into reserve accounts related to Securitizations and (z) commission, travel and similar advances to officers, directors, managers and employees, in each case, made in the ordinary course of business.

          “Investment Grade” means a rating of the Notes by both S&P and Moody’s, each such rating being one of such agency’s four highest generic rating categories that signifies investment grade (i.e. BBB- (or the equivalent) or higher by S&P and Baa3 (or the equivalent) or higher by Moody’s); provided that, in each case, such ratings are publicly available; provided, further, that in the event Moody’s or S&P is no longer in existence for purposes of determining whether the Notes are rated “Investment Grade,” such organization may be replaced by a nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) designated by the Company, notice of which shall be given to the Trustee.

          “Investment Grade Securities” means marketable securities of a Person (other than the Company or its Restricted Subsidiaries, an Affiliate of joint venture of the Company or any Restricted Subsidiary), acquired by the Company or any of its Restricted Subsidiaries in the ordinary course of business that are rated, at the time of acquisition, BBB- (or the equivalent) or higher by S&P and Baa3 (or the equivalent) or higher by Moody’s.

          “Issue Date” means March 26, 2010.

          “Issuer Order” means a written request or order signed on behalf of the Issuers by an Officer of each of the Issuers and delivered to the Trustee.

          “Legacy Loan Portfolio Sale” means the sale, lease, conveyance or other disposition, in one or more transactions of all or a portion of the residential mortgage loans subject to the Note Purchase

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Agreement, dated as of October 30, 2009 by and among the Company and the representatives of the initial purchasers party thereto.

          “Letter of Transmittal” means the letter of transmittal to be prepared by the Issuers and sent to all Holders of the Notes for use by such Holders in connection with an Exchange Offer.

          “Lien” means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest); provided that in no event shall an operating lease be deemed to constitute a Lien.

          “Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.

          “MSR” means mortgage servicing rights entitling the holder to service mortgage loans.

          “MSR Assets” means MSRs other than (i) MSRs on loans originated by the Company or its Restricted Subsidiaries for so long as such MSRs are financed in the normal course of the origination of such loans and (ii) MSRs subject to existing Liens on the Issue Date securing Existing MSR Facilities.

          “MSR Facility” means any financing arrangement of any kind, including, but not limited to, financing arrangements in the form of repurchase facilities, loan agreements, note issuance facilities and commercial paper facilities (excluding in all cases, Securitizations), with a financial institution or other lender or purchaser exclusively to finance or refinance the purchase, origination, pooling or funding by the Company or a Restricted Subsidiary of the Company of MSRs originated, purchased, or owned by the Company or any Restricted Subsidiary of the Company in the ordinary course of business.

          “MSR Facility Trust” means any Person (whether or not a Restricted Subsidiary of the Company) established for the purpose of issuing notes or other securities in connection with an MSR Facility, which (i) notes and securities are backed by specified MSRs purchased by such Person from the Company or any other Restricted Subsidiary, or (ii) notes and securities are backed by specified mortgage loans purchased by such Person from the Company or any other Restricted Subsidiary.

          “MSR Indebtedness” means Indebtedness in connection with a MSR Facility; the amount of any particular MSR Indebtedness as of any date of determination shall be calculated in accordance with GAAP.

          “MSR Loans” means loans outstanding under the MSR Notes that are, in accordance with the terms thereof, secured by the pledge of an MSR.

          “MSR Notes” means the $22.2 million Senior Secured Credit Agreement, dated as of October 1, 2009, by and among the Company and the lender identified therein.

          “MSR Subsidiary” means any Restricted Subsidiary of the Company that owns MSR Assets that have a Fair Market Value in excess of $5.0 million.

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          “Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, distributions to minority interest holders in Restricted Subsidiaries as a result of such Asset Sale and amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

          “Non-Recourse Indebtedness” means, with respect to any specified Person, Indebtedness that is:

          (1) specifically advanced to finance the acquisition of investment assets and secured only by the assets to which such Indebtedness relates without recourse to such Person or any of its Restricted Subsidiaries (other than subject to such customary carve-out matters for which such Person or its Restricted Subsidiaries acts as a guarantor in connection with such Indebtedness, such as fraud, misappropriation, breach of representation and warranty and misapplication, unless, until and for so long as a claim for payment or performance has been made thereunder (which has not been satisfied) at which time the obligations with respect to any such customary carve-out shall not be considered Non-Recourse Indebtedness, to the extent that such claim is a liability of such Person for GAAP purposes);

          (2) advanced to (i) such Person or its Restricted Subsidiaries that holds investment assets or (ii) any of such Person’s Subsidiaries or group of such Person’s Subsidiaries formed for the sole purpose of acquiring or holding investment assets, in each case, against which a loan is obtained that is made without recourse to, and with no cross-collateralization against, such Person’s or any of such Person’s Restricted Subsidiaries’ other assets (other than: (A) cross-collateralization against assets which serve as collateral for other Non-Recourse Indebtedness; and (B) subject to such customary carve-out matters for which such Person or its Restricted Subsidiaries acts as a guarantor in connection with such Indebtedness, such as fraud, misappropriation, breach of representation and warranty and misapplication, unless, until and for so long as a claim for payment or performance has been made thereunder (which has not been satisfied) at which time the obligations with respect to any such customary carve-out shall not be considered Non-Recourse Indebtedness, to the extent that such claim is a liability of such Person for GAAP purposes) and upon complete or partial liquidation of which the loan must be correspondingly completely or partially repaid, as the case may be; or

          (3) specifically advanced to finance the acquisition of real property and secured by only the real property to which such Indebtedness relates without recourse to such Person or any of its Restricted Subsidiaries (other than subject to such customary carve-out matters for which such Person or any of its Restricted Subsidiaries acts as a guarantor in connection with such Indebtedness, such as fraud, misappropriation, breach of representation and warranty and misapplication, unless, until and for so long as a claim for payment or performance has been made thereunder (which has not been satisfied) at which time the obligations with respect to any such customary carve-out shall not be considered Non-Recourse Indebtedness, to the extent that such claim is a liability of such Person for GAAP purposes);

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provided that, notwithstanding the foregoing, to the extent that any Non-Recourse Indebtedness is made with recourse to other assets of a Person or its Restricted Subsidiaries, only that portion of such Non-Recourse Indebtedness that is recourse to such other assets or Restricted Subsidiaries shall be deemed not to be Non-Recourse Indebtedness.

          “Non-U.S. Person” means a Person who is not a U.S. Person.

          “Note Guarantee” means the Guarantee by each Guarantor of the Company’s obligations under this Indenture and the Notes, executed pursuant to the provisions of this Indenture.

          “Notes” means the Initial Notes and more particularly means any Note authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued under a supplemental indenture. For purposes of this Indenture, all references to Notes to be issued or authenticated upon transfer, replacement or exchange shall be deemed to refer to Notes of the applicable series.

          “Obligations” means all obligations for principal, premium, interest, penalties, fees, indemnification, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

          “OID Legend” means the legend set for in Section 2.06(g)(iv) hereof to be placed on each Note issued hereunder that has more than a de minimis amount of original issue discount for U.S. federal income tax purposes.

          “Offering Memorandum” means the offering memorandum dated March 23, 2010, relating to the sale of the Initial Notes.

          “Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, of each Issuer, or, in the event that an Issuer has no such officers, a person duly authorized under applicable law by the managers, members or a similar body to act on behalf of such Issuer. A reference to an “Officer” of a Guarantor has a correlative meaning.

          “Officers’ Certificate” means a certificate signed by on behalf of a Person by two Officers of such Person.

          “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuers.

          “Pari Passu Debt” means Indebtedness of the Company or a Restricted Subsidiary that is senior or pari passu in right of payment with the Notes. For the purposes of this definition, no Indebtedness will be considered to be senior or junior by virtue of being secured on a first or junior priority basis.

          “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

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          “Participating Broker-Dealer” has the meaning set forth in the applicable Registration Rights Agreement.

          “Permitted Business” means businesses associated with the purchase and origination of mortgage loans or interests related thereto, and the purchase, management, collection and sale of mortgage servicing rights or complementary assets and businesses that are reasonably related, ancillary or complementary thereto or reasonable developments or extensions thereof.

          “Permitted Funding Indebtedness” means (i) any Permitted Servicing Advance Facility Indebtedness, (ii) any Permitted Warehouse Indebtedness, (iii) any Permitted Residual Indebtedness, (iv) any Permitted MSR Indebtedness, (v) any facility that combines any Indebtedness under clauses (i), (ii), (iii) or (iv) and (vi) any Refinancing of the Indebtedness under clauses (i), (ii), (iii), (iv) or (v) and advanced to the Company or any of its Restricted Subsidiaries based upon, and secured by, Servicing Advances, mortgage related securities, loans, MSRs, consumer receivables, REO Assets or Residual Interests existing on the Issue Date or created or acquired thereafter, provided, however that the excess (determined as of the most recent date for which internal financial statements are available), if any, of (x) the amount of any Indebtedness incurred in accordance with this clause (vi) for which the holder thereof has contractual recourse to the Company or its Restricted Subsidiaries to satisfy claims with respect thereto over (y) the aggregate (without duplication of amounts) Realizable Value of the assets that secure such Indebtedness shall not be Permitted Funding Indebtedness (but shall not be deemed to be a new incurrence of Indebtedness subject to the provisions under Section 4.09 hereof, except with respect to, and solely to the extent of, any such excess that exists upon the initial incurrence of such Indebtedness incurred under this clause (vi) which excess shall be entitled to be incurred pursuant to any other provision under Section 4.09 hereof. The amount of any Permitted Funding Indebtedness shall be determined in accordance with the definition of “Indebtedness.”

          “Permitted Hedging Transactions” means entering into instruments and contracts and making margin calls thereon by the Company or any of its Restricted Subsidiaries in reasonable relation to a Permitted Business that are entered into for bona fide hedging purposes and not for speculative purposes (as determined in good faith by the Board of Directors or senior management of the Company or such Restricted Subsidiary) and shall include, without limitation, interest rate swaps, caps, floors, collars, forward hedge and TBA contracts or mortgage sale contracts and similar instruments, “interest only” mortgage derivative assets or other mortgage derivative products, future contracts and options on futures contracts on the Eurodollar, Federal Funds, Treasury bills and Treasury rates and similar financial instruments.

          “Permitted Holders” means Sponsor and its Affiliates and members of management of the Company and its Subsidiaries.

          “Permitted Indebtedness” means, without duplication, each of the following:

          (1) Indebtedness under the Notes issued in this offering and Exchange Notes issued in exchange for such Notes pursuant to the Initial Registration Rights Agreement and Exchange Notes issued in exchange for any Additional Notes issued under this Indenture and the Note Guarantees;

          (2) Indebtedness incurred pursuant to the Existing Facilities in an aggregate principal amount at any time outstanding not to exceed the maximum amount available under each Existing

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Facility as in effect on the Issue Date reduced by any required permanent repayments (which are accompanied by a corresponding permanent commitment reduction) thereunder;

          (3) Indebtedness of the Company or any Guarantor under the Working Capital Facility in an aggregate principal amount at any one time outstanding (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) in an amount not to exceed $35.0 million;

          (4) other Indebtedness of the Company and its Restricted Subsidiaries outstanding on the Issue Date (other than Indebtedness described in clauses (1) and (2) above);

          (5) Permitted Hedging Transactions;

          (6) Indebtedness under Currency Agreements; provided that in the case of Currency Agreements which relate to Indebtedness, such Currency Agreements do not increase the Indebtedness of the Company and its Subsidiaries outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

          (7) Indebtedness owed to and held by the Company or a Restricted Subsidiary, provided, however, that (a) any subsequent issuance or transfer of any Capital Stock which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary of the Company or any transfer of such Indebtedness (other than to the Company or a Restricted Subsidiary of the Company) shall be deemed, in each case, to constitute the incurrence of such Indebtedness by the obligor thereon and (b) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes;

          (8) Indebtedness of the Company or any Guarantor to a Restricted Subsidiary of the Company for so long as such Indebtedness is held by a Wholly Owned Restricted Subsidiary of the Company, in each case subject to no Lien; provided that: (a) any Indebtedness of the Company or any Guarantor to any Restricted Subsidiary of the Company that is not a Guarantor is unsecured and subordinated in right of payment, pursuant to a written agreement, to the Company’s obligations under this Indenture and the Notes; and (b) if as of any date any Person other than a Restricted Subsidiary of the Company owns or holds, directly or indirectly, any such Indebtedness or any Person holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness by the Company;

          (9) [reserved];

          (10) Indebtedness of the Company or any of its Subsidiaries represented by letters of credit for the account of the Company or such Subsidiary, as the case may be, in order to provide security for workers’ compensation claims, payment obligations in connection with self-insurance or similar requirements in the ordinary course of business;

          (11) Permitted Funding Indebtedness;

          (12) Permitted Securitization Indebtedness and Indebtedness under Credit Enhancement Agreements;

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          (13) Refinancing Indebtedness;

          (14) (A) any guarantee by the Company or a Guarantor of Indebtedness or other obligations of any Restricted Subsidiary of the Company (other than Non-Recourse Indebtedness) so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary of the Company is permitted under the terms of this Indenture, or (B) any guarantee by a Restricted Subsidiary of Indebtedness of the Company (other than Non-Recourse Indebtedness); provided that such guarantee is incurred in accordance with Section 4.15 hereof;

          (15) Non-Recourse Indebtedness;

          (16) Indebtedness incurred by the Company or any of the Guarantors in connection with the acquisition of a Permitted Business; provided that on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof and the use of proceeds therefrom, either

     (a) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(b) hereof, or

     (b) the Consolidated Leverage Ratio and the Corporate Indebtedness to Tangible Net Worth Ratio of the Company would not be more than the Consolidated Leverage Ratio and the Corporate Indebtedness to Tangible Net Worth Ratio of the Company, as applicable, immediately prior to the incurrence of such Indebtedness;

          (17) Indebtedness (including Capitalized Lease Obligations) incurred to finance the development, construction, purchase, lease, repairs, maintenance or improvement of assets (including MSRs and related Servicing Advances) by the Company or any Restricted Subsidiary, provided that the Liens securing such Indebtedness may not extend to any other property owned by the Company or any of its Restricted Subsidiaries at the time the Lien is incurred and the Indebtedness secured by the Lien may not be incurred more than 180 days after the latter of the acquisition or completion of the construction of the property subject to the Lien, provided, further that the amount of such Indebtedness does not exceed the Fair Market Value of the assets purchased or constructed with the proceeds of such Indebtedness;

          (18) Indebtedness arising from agreements of the Company or any of its Restricted Subsidiaries providing for indemnification, adjustment of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided that such Indebtedness is not reflected on the balance sheet of the Company or any Restricted Subsidiary of the Company (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (18));

          (19) Indebtedness consisting of Indebtedness from the repurchase, retirement or other acquisition or retirement for value by the Company of Common Stock (or options, warrants or other rights to acquire Common Stock) of the Company (or payments to any direct or indirect parent company of the Company to permit distributions to repurchase common equity (or options, warrants or other rights to acquire common equity) thereof) from any future, current or former officer, director, manager or

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employee (or any spouses, successors, executors, administrators, heirs or legatees of any of the foregoing) of the Company, any direct or indirect parent company of the Company, or any of its Subsidiaries or their authorized representatives to the extent described in clause (4) of Section 4.07(b) hereof;

          (20) Indebtedness in respect of overdraft protections and otherwise in connection with customary deposit accounts maintained by the Company or any Restricted Subsidiary with banks and other financial institutions as part of its ordinary cash management program;

          (21) the incurrence of Indebtedness by a Foreign Subsidiary in an amount not to exceed at any one time outstanding, together with any other Indebtedness incurred under this clause (21), 5.0% of Foreign Subsidiary Total Assets;

          (22) shares of Preferred Stock of a Restricted Subsidiary of the Company issued to the Company or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such share of Preferred Stock (except to the Company or another Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares or Preferred Stock not permitted by this clause (22);

          (23) Indebtedness of the Company and its Restricted Subsidiary consisting of the financing of insurance premiums in the ordinary course of business;

          (24) Obligations in respect of performance, bid, surety bonds and completion guarantees provided by the Company and its Restricted Subsidiaries in the ordinary course of business;

          (25) [reserved];

          (26) to the extent otherwise constituting Indebtedness, obligations arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of Residual Interests or other loans and other mortgage-related receivables purchased or originated by the Company or any of its Restricted Subsidiaries arising in the ordinary course of business;

          (27) Guarantees by the Company and its Restricted Subsidiaries of Indebtedness that is otherwise Permitted Indebtedness;

          (28) Indebtedness or Disqualified Capital Stock of the Company and Indebtedness, Disqualified Capital Stock or Preferred Stock of any of the Company’s Restricted Subsidiaries in an aggregate principal amount or liquidation preference up to 100.0% of the net cash proceeds received by the Company since immediately after the Issue Date from the issue or sale of Equity Interests of the Company or cash contributed to the capital of the Company (in each case, other than proceeds of Disqualified Capital Stock or sales of Equity Interests to the Company or any of its Subsidiaries) to the extent that such net cash proceeds or cash have not been applied to Section 4.07 hereof; provided, however, that the aggregate amount of Indebtedness, Disqualified Stock and Preferred Stock incurred by Restricted Subsidiaries (other than Guarantors) pursuant to this clause (28) may not exceed $15.0 million in the aggregate at any one time outstanding;

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          (29) Indebtedness arising out of or to fund purchases of all remaining outstanding asset-backed securities of any Securitization Entity for the purpose of relieving the Company or a Subsidiary of the Company of the administrative expense of servicing such Securitization Entity;

          (30) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary incurred to finance or assumed in connection with an acquisition in a principal amount not to exceed $10.0 million in the aggregate at any one time outstanding together with all other Indebtedness, Disqualified Stock and/or Preferred Stock issued under this clause (30);

          (31) Guarantees by the Company and the Restricted Subsidiaries of the Company to owners of servicing rights in the ordinary course of business; and

          (32) additional Indebtedness of the Company and its Subsidiaries in an aggregate principal amount not to exceed $12.5 million at any one time outstanding.

          For purposes of determining compliance with Section 4.09 hereof, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (32) above or is entitled to be incurred pursuant to the second paragraph of such covenant, the Company shall, in its sole discretion, classify (or later reclassify) such item of Indebtedness in any manner that complies with this covenant. Accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for purposes of Section 4.09 hereof.

          “Permitted Investments” means:

          (1) any Investment in the Company or in a Restricted Subsidiary;

          (2) any Investment in cash or Cash Equivalents;

          (3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment (i) such Person becomes a Restricted Subsidiary of the Company that is engaged in a Permitted Business or (ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;

          (4) Investments by the Company or any Restricted Subsidiary in Securitization Entities, Warehouse Facility Trusts, MSR Facility Trusts, Investments in mortgage related securities or charge-off receivables in the ordinary course of business;

          (5) Investments arising out of purchases of all remaining outstanding asset-backed securities of any Securitization Entity for the purpose of relieving the Company or a Subsidiary of the Company of the administrative expense of servicing such Securitization Entity;

          (6) Investments in MSRs;

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          (7) Investments in Residual Interests in connection with any Securitization, Warehouse Facility or MSR Facility;

          (8) Investments by the Company or any Restricted Subsidiary in the form of loans extended to non-Affiliate borrowers in connection with any loan origination business of the Company or such Restricted Subsidiary in the ordinary course of business;

          (9) any Restricted Investment made as a result of the receipt of securities or other assets of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof, or any other disposition of assets not constituting an Asset Sale;

          (10) Investments made solely in exchange for the issuance of Equity Interests (other than Disqualified Capital Stock) of the Company, or any of its direct or indirect parent entities, or any Unrestricted Subsidiary;

          (11) any Investments received in compromise or resolution of (A) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Company or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (B) litigation, arbitration or other disputes with Persons who are not Affiliates;

          (12) Investments in connection with Permitted Hedging Transactions;

          (13) repurchases of the Notes;

          (14) Investments in and making of Servicing Advances, residential or commercial mortgage loans and Securitization Assets (whether or not made in conjunction with the acquisition of MSRs);

          (15) guarantees of Indebtedness permitted under the covenant described in Section 4.09 hereof;

          (16) any transaction to the extent it constitutes an investment that is permitted and made in accordance with the provisions of Section 4.11(c) (except transactions described in clauses (6) and (9) of Section 4.11(c));

          (17) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment or the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

          (18) endorsements for collection or deposit in the ordinary course of business;

          (19) any Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an Investment consisting of any extension, modification or renewal of any Investment existing on the Issue Date; provided that the amount of any such Investment may only be increased pursuant to this clause (19) to the extent required by the terms of such Investment as in existence on the Issue Date;

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          (20) any Investment by the Company or any Restricted Subsidiary of the Company in any Person where such Investment was acquired by the Company or any Restricted Subsidiary of the Company (a) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (b) as a result of a foreclosure by the Company or any Restricted Subsidiary of the Company with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

          (21) any Investment by the Company or any Restricted Subsidiary of the Company in a joint venture not to exceed the greater of (x) $5.0 million and (y) 1.0% of Total Assets; and

          (22) other Investments having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (22) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash and/or marketable securities), not to exceed the greater of (x) $30.0 million and (y) 1.0% of Total Assets at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value).

          “Permitted Liens” means the following types of Liens:

          (1) Liens for taxes, assessments or governmental charges or claims either: (a) not delinquent for a period of more than 30 days; or (b) contested in good faith by appropriate proceedings and as to which the Company or its Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;

          (2) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;

          (3) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation laws, unemployment insurance laws or similar legislation and other types of social security or obtaining of insurance, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

          (4) Liens existing on the Issue Date;

          (5) Liens on assets, property or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Restricted Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

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          (6) Liens on assets or property at the time the Company or a Restricted Subsidiary acquired the assets or property or within 360 days of such acquisition, including any acquisition by means of a merger, amalgamation or consolidation with or into the Company or any Restricted Subsidiary; provided that the Liens may not extend to any other property owned by the Company or any Restricted Subsidiary (other than assets and property affixed or appurtenant thereto); provided, further that the aggregate amount of obligations secured thereby does not exceed $15.0 million at any time outstanding and no such Lien may secure obligations in an amount that exceeds the Fair Market Value of the assets or property acquired as of the date of acquisition;

          (7) Liens securing Indebtedness or other obligations of a Restricted Subsidiary of the Company owing to the Company or another Restricted Subsidiary of the Company;

          (8) leases, subleases, licenses or sublicenses granted to others which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries;

          (9) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business;

          (10) Liens securing Indebtedness permitted to be incurred under the Working Capital Facility, including any letter of credit facility relating thereto, that was permitted to be Incurred pursuant to clause (3) of the definition of Permitted Indebtedness;

          (11) Liens in favor of the Issuers or any Guarantor;

          (12) Liens on the Equity Interests of any Unrestricted Subsidiary securing Non-Recourse Indebtedness of such Unrestricted Subsidiary;

          (13) grants of software and other technology licenses in the ordinary course of business;

          (14) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (4), (5), (6) (28) and (34) of this definition; provided, however, that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (4), (5), (6) (28) and (34) of this definition at the time the original Lien became a Permitted Lien under this Indenture, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

          (15) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered into in the ordinary course of business;

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          (16) Liens incurred to secure cash management services or to implement cash pooling arrangements in the ordinary course of business and Liens arising by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depository or financial institution;

          (17) any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

          (18) any amounts held by a trustee in the funds and accounts under an indenture securing any revenue bonds issued for the benefit of the Issuers or any Restricted Subsidiary;

          (19) judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;

          (20) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of other for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes or zoning or other restrictions as to the use of real property or Liens incidental to the conduct of the Permitted Business of the Company and its Subsidiaries and other similar charges or encumbrances in respect of real property not interfering, in the aggregate, in any material respect with the ordinary conduct of the business of the Company or any of its Subsidiaries;

          (21) any interest or title of a lessor under any Capitalized Lease Obligation; provided that such Liens do not extend to any property or assets which is not leased property subject to such Capitalized Lease Obligation;

          (22) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

          (23) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;

          (24) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements of the Company or any of its Subsidiaries, including rights of offset and set-off;

          (25) Liens securing Permitted Hedging Transactions and the costs thereof;

          (26) Liens securing Indebtedness under Currency Agreements;

          (27) Liens with respect to obligations at any one time outstanding that do not exceed the greater of (x) $25.0 million and (y) 1.0% of Total Assets;

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          (28) Liens securing Indebtedness incurred to finance the construction or purchase of assets (excluding MSR Assets) by the Company or any of its Restricted Subsidiaries (including any acquisition of Capital Stock or by means of a merger, amalgamation or consolidation with or into the Company or any Restricted Subsidiary), provided that any such Lien may not extend to any other property owned by the Company or any of its Restricted Subsidiaries at the time the Lien is incurred and the Indebtedness secured by the Lien may not be incurred more than 180 days after the acquisition or completion of the construction of the property subject to the Lien, provided further that the amount of Indebtedness secured by such Liens does not exceed the purchase price of the assets purchased or constructed with the proceeds of such Indebtedness;

          (29) Liens on Securitization Assets and the proceeds thereof incurred in connection with Permitted Securitization Indebtedness or permitted guarantees thereof;

          (30) Liens on spread accounts and credit enhancement assets, Liens on the stock of Restricted Subsidiaries of the Company substantially all of which are spread accounts and credit enhancement assets and Liens on interests in Securitization Entities, in each case incurred in connection with Credit Enhancement Agreements;

          (31) Liens to secure Indebtedness of any Foreign Subsidiary of the Company or Excluded Restricted Subsidiary securing Indebtedness of such Foreign Subsidiary of the Company or any Excluded Restricted Subsidiary that is permitted by the terms of this Indenture to be incurred;

          (32) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code, or any comparable or successor provision, on items in the course of collection and (ii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

          (33) Liens solely on any cash earnest money deposits made by the Issuers or any of their Restricted Subsidiaries in connection with any letter of intent or purchase agreement; and

          (34) Liens securing Indebtedness incurred to finance the purchase of MSR Assets (“Acquired MSR Assets”) by the Company or any of its Restricted Subsidiaries (including any acquisition of Capital Stock or by means of a merger, amalgamation or consolidation with or into the Company or any Restricted Subsidiary), provided that (x) any such Lien may not extend to any other property owned by the Company or any of its Restricted Subsidiaries at the time the Lien is incurred and the Indebtedness secured by the Lien may not be incurred more than 180 days after the acquisition of the property subject to the Lien and (y) the aggregate amount of Indebtedness secured by the Acquired MSR Assets in such purchase does not exceed the greater of $50.0 million and 35.0% of the purchase price of such Acquired MSR Assets less the amount necessary to pay any fees and expenses related to such acquisition (the purchase price of the Acquired MSR Assets shall be determined by the terms of the contract governing such purchase or, if not specified in such contract, management in good faith).

          “Permitted MSR Indebtedness” means MSR Indebtedness; provided, that the excess (determined as of the most recent date for which internal financial statements are available), if any, of (x) the amount of any such MSR Indebtedness for which the holder thereof has contractual recourse to the Company or its Restricted Subsidiaries to satisfy claims with respect to such MSR Indebtedness (excluding recourse for matters such as fraud, misappropriation, breaches of representations and

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warranties and misapplication) over (y) the aggregate (without duplication of amounts) Realizable Value of the assets that secure such MSR Indebtedness shall not be Permitted MSR Indebtedness (but shall not be deemed to be a new incurrence of Indebtedness subject to the provisions in Section 4.09 hereof, except with respect to, and solely to the extent of, any such excess that exists upon the initial incurrence of such Indebtedness which excess shall be entitled to be incurred pursuant to any other provisions under Section 4.09 hereof). The amount of any particular Permitted MSR Indebtedness as of any date of determination shall be calculated in accordance with GAAP.

          “Permitted Residual Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries under a Residual Funding Facility; provided that the excess (determined as of the most recent date for which internal financial statements are available), if any of (x) the amount of any such Permitted Residual Indebtedness for which the holder thereof has contractual recourse to the Company or its Restricted Subsidiaries to satisfy claims with respect to such Permitted Residual Indebtedness (not including customary contractual recourse for breaches of representations and warranties) over (y) the aggregate (without duplication of amounts) Realizable Value of the assets that secure such Permitted Residual Indebtedness shall be deemed not to be Permitted Residual Indebtedness (but shall not be deemed to be a new incurrence of Indebtedness subject to the provisions under Section 4.09 hereof except with respect to, and solely to the extent of, any such excess that exists upon the initial incurrence of such Indebtedness which excess shall be entitled to be incurred pursuant to any other provisions under Section 4.09 hereof) of the Company or such Restricted Subsidiary, as the case may be, at such time.

          “Permitted Securitization Indebtedness” means Securitization Indebtedness; provided that (i) in connection with any Securitization, any Warehouse Indebtedness or MSR Indebtedness used to finance the purchase, origination or pooling of any Receivables subject to such Securitization is repaid in connection with such Securitization to the extent of the net proceeds received by the Company and its Restricted Subsidiaries from the applicable Securitization Entity, and (ii) the excess (determined as of the most recent date for which internal financial statements are available), if any, of (x) the amount of any such Securitization Indebtedness for which the holder thereof has contractual recourse to the Company or its Restricted Subsidiaries to satisfy claims with respect to such Securitization Indebtedness (excluding recourse for matters such as fraud, misappropriation, breaches of representations and warranties and misapplication) over (y) the aggregate (without duplication of amounts) Realizable Value of the assets that secure such Securitization Indebtedness shall not be Permitted Securitization Indebtedness (but shall not be deemed to be a new incurrence of Indebtedness subject to the provisions under Section 4.09 hereof except with respect to, and solely to the extent of, any such excess that exists upon the initial incurrence of such Indebtedness which excess shall be entitled to be incurred pursuant to any other provisions under Section 4.09 hereof.

          “Permitted Servicing Advance Facility Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries incurred under a Servicing Advance Facility; provided, however that the excess (determined as of the most recent date for which internal financial statements are available), if any of (x) the amount of any such Permitted Servicing Advance Facility Indebtedness for which the holder thereof has contractual recourse (other than subject to such customary carve-out matters for which such Person or its Restricted Subsidiaries acts as a guarantor in connection with such Indebtedness, such as fraud, misappropriation, breaches of representations or warranties and misapplication, unless, until and for so long as a claim for payment or performance has been made thereunder (which has not been satisfied) at which time the obligations with respect to any such

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customary carve-out shall not be considered Non-Recourse Indebtedness, to the extent that such claim is a liability of such Person for GAAP purposes) to the Company or its Restricted Subsidiaries to satisfy claims with respect to such Permitted Servicing Advance Facility Indebtedness over (y) the aggregate (without duplication of amounts) Realizable Value of the assets that secure such Permitted Servicing Advance Facility Indebtedness shall not be Permitted Servicing Advance Facility Indebtedness (but shall not be deemed to be a new incurrence of Indebtedness subject to the provisions under Section 4.09 hereof except with respect to, and solely to the extent of, any such excess that exists upon the initial incurrence of such Indebtedness under a Servicing Advance Facility which excess shall be entitled to be incurred pursuant to any other provisions under Section 4.09 hereof of the Company or such Restricted Subsidiary, as the case may be, at such time.

          “Permitted Warehouse Indebtedness” means Warehouse Indebtedness; provided, that the excess (determined as of the most recent date for which internal financial statements are available), if any, of (x) the amount of any such Warehouse Indebtedness for which the holder thereof has contractual recourse to the Company or its Restricted Subsidiaries to satisfy claims with respect to such Warehouse Indebtedness (excluding recourse for matters such as fraud, misappropriation, breaches of representations and warranties and misapplication) over (y) the aggregate (without duplication of amounts) Realizable Value of the assets that secure such Warehouse Indebtedness shall not be Permitted Warehouse Indebtedness (but shall not be deemed to be a new incurrence of Indebtedness subject to the provisions under Section 4.09 hereof except with respect to, and solely to the extent of, any such excess that exists upon the initial incurrence of such Indebtedness which excess shall be entitled to be incurred pursuant to any other provisions under Section 4.09 hereof). The amount of any particular Permitted Warehouse Indebtedness as of any date of determination shall be calculated in accordance with GAAP.

          “Person” means an individual, partnership, corporation, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof.

          “Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

          “Preferred Stock” of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation.

          “QIB” means a “qualified institutional buyer” as defined in Rule 144A.

          “Qualified Capital Stock” means any Capital Stock that is not Disqualified Capital Stock.

          “Rating Agencies” means Moody’s and S&P.

          “Realizable Value” of an asset means (i) with respect to any REO Asset, the value realizable upon the disposition of such asset as determined by the Company in its reasonable discretion and consistent with customary industry practice and (ii) with respect to any other asset, the lesser of (x) if applicable, the face value of such asset and (y) the market value of such asset as determined by the Company in accordance with the agreement governing the applicable Permitted Servicing Advance Facility Indebtedness, Permitted Warehouse Indebtedness, Permitted MSR Indebtedness or Permitted

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Residual Indebtedness, as the case may be, (or, if such agreement does not contain any related provision, as determined by senior management of the Company in good faith); provided, however, that the realizable value of any asset described in clause (i) or (ii) above which an unaffiliated third party has a binding contractual commitment to purchase from the Company or any of its Restricted Subsidiaries shall be the minimum price payable to the Company or such Restricted Subsidiary for such asset pursuant to such contractual commitment.

          “Receivables” means loans and other mortgage-related receivables (including Servicing Receivables and MSRs but excluding Residual Interests and net interest margin securities) purchased or originated by the Company or any Restricted Subsidiary of the Company or, with respect to Servicing Receivables and MSRs, otherwise arising in the ordinary course of business; provided, however, that for purposes of determining the amount of a Receivable at any time, such amount shall be determined in accordance with GAAP, consistently applied, as of the most recent practicable date.

          “Record Date” for the interest or Additional Interest, if any, payable on any applicable Interest Payment Date means March 15 or September 15 (whether or not a Business Day) next preceding such Interest Payment Date.

          “Refinance” means, in respect of any security or Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue a security or Indebtedness in exchange or replacement for, such security or Indebtedness in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings.

          “Refinancing Indebtedness” means any Refinancing by the Company or any Subsidiary of the Company of Indebtedness incurred in accordance with clauses (1), (4), (13), (16), (17), (28) or (29) of the definition of Permitted Indebtedness, and in each case that does not:

          (1) result in an increase in the aggregate principal amount of Indebtedness of such Person as of the date of such proposed Refinancing (plus the amount of any premium required to be paid under the terms of the instrument governing such Indebtedness and plus the amount of reasonable expenses incurred by the Company in connection with such Refinancing and amounts of Indebtedness otherwise permitted to be incurred under this Indenture); or

          (2) create Indebtedness with a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the Indebtedness being Refinanced; or a final maturity earlier than the final maturity of the Indebtedness being Refinanced; provided that (i) such Indebtedness is incurred either (a) by the Company or any Guarantor or (b) by the Restricted Subsidiary that is the obligor on the Indebtedness being Refinanced and (ii) if such Indebtedness being Refinanced is subordinate or junior to the Notes, then such Refinancing Indebtedness shall be subordinate to the Notes at least to the same extent and in the same manner as the Indebtedness being Refinanced.

          “Registration Rights Agreement” means (a) the Initial Registration Rights Agreement, or (b) any future registration rights agreement entered into by the Issuers relating to Additional Notes, in the case of each of clauses (a) and (b), as such agreement may be amended, modified or supplemented from time to time.

          “Regulation S” means Regulation S promulgated under the Securities Act.

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          “Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.

          “Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A hereto, bearing the Global Note Legend and, if applicable, the OID Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

          “Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A hereto, bearing the Global Note Legend, the Private Placement Legend, the Regulation S Temporary Global Note Legend and, if applicable, the OID Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903.

          “Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(iii) hereof.

          “REO Asset” of a Person means a real estate asset owned by such Person and acquired as a result of the foreclosure or other enforcement of a lien on such asset securing a Servicing Advance or loans and other mortgage-related receivables purchased or originated by the Company or any Restricted Subsidiary of the Company in the ordinary course of business.

          “Residual Funding Facility” means any funding arrangement with a financial institution or institutions or other lenders or purchasers under which advances are made to the Company or any Restricted Subsidiary secured by Residual Interests.

          “Residual Interests” means any residual, subordinated, reserve accounts and retained ownership interest held by the Company or a Restricted Subsidiary in Securitization Entities, Warehouse Facility Trusts and/or MSR Facility Trusts, regardless of whether required to appear on the face of the consolidated financial statements in accordance with GAAP.

          “Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, any assistant vice president, any trust officer, any assistant trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

          “Restricted Definitive Note” means a Definitive Note bearing, or that is required to bear, the Private Placement Legend and, if applicable, the OID Legend.

          “Restricted Global Note” means a Global Note bearing, or that is required to bear, the Private Placement Legend and, if applicable, the OID Legend.

          “Restricted Investment” means an Investment other than a Permitted Investment.

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          “Restricted Period” means the 40-day distribution compliance period as defined in Regulation S applicable to such Note.

          “Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

          “Required Asset Sale” means any Asset Sale that is a result of a repurchase right or obligation or a mandatory sale right or obligation related to (i) MSRs, (ii) pools or portfolios of MSRs, or (iii) the Capital Stock of any Person that holds MSRs or pools or portfolios of MSRs, which rights or obligations are either in existence on the Issue Date (or substantially similar in nature to such rights or obligations in existence on the Issue Date) or pursuant to the guidelines or regulations of a government-sponsored enterprise.

          “Rule 144” means Rule 144 promulgated under the Securities Act.

          “Rule 144A” means Rule 144A promulgated under the Securities Act.

          “Rule 903” means Rule 903 promulgated under the Securities Act.

          “Rule 904” means Rule 904 promulgated under the Securities Act.

          “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

          “SEC” means the Securities and Exchange Commission.

          “Secured Debt” means any Indebtedness secured by a Lien upon the property of the Company or any of its Restricted Subsidiaries (regardless of the Realizable Value of such property).

          “Securities Act” means the Securities Act of 1933, as amended, or any successor statute or statutes thereto.

          “Securitization” means a public or private transfer, sale or financing of Servicing Advances and/or mortgage loans, installment contracts, other loans and any other asset capable of being securitized (collectively, the “Securitization Assets”) by which the Company or any of its Restricted Subsidiaries directly or indirectly securitizes a pool of specified Securitization Assets including, without limitation, any such transaction involving the sale of specified Servicing Advances or mortgage loans to a Securitization Entity.

          “Securitization Assets” has the meaning set forth in the definition of “Securitization.”

          “Securitization Entity” means (i) any Person (whether or not a Restricted Subsidiary of the Company) established for the purpose of issuing asset-backed or mortgaged-backed or mortgage pass-through securities of any kind (including collateralized mortgage obligations and net interest margin securities), (ii) any special purpose Subsidiary established for the purpose of selling, depositing or contributing Securitization Assets into a Person described in clause (i) or holding securities in any related Securitization Entity, regardless of whether such person is an issuer of securities; provided that such

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Person is not an obligor with respect to any Indebtedness of the Company or any Guarantor and (iii) any special purpose Subsidiary of the Company formed exclusively for the purpose of satisfying the requirements of Credit Enhancement Agreements and regardless of whether such Subsidiary is an issuer of securities; provided that such Person is not an obligor with respect to any Indebtedness of the Company or any Guarantor other than under Credit Enhancement Agreements. As of the Issue Date, Nationstar Home Equity Loan Trust 2009-A, Nationstar Home Equity Loan 2009-A REO LLC, Nationstar Mortgage Advance Receivables Trust 2009-ADVI, Nationstar Funding LLC, Nationstar Residual, LLC and Nationstar Advance Funding LLC shall be deemed to satisfy the requirements of the foregoing definition.

          “Securitization Indebtedness” means (i) Indebtedness of the Company or any of its Restricted Subsidiaries incurred pursuant to on-balance sheet Securitizations treated as financings and (ii) any Indebtedness consisting of advances made to the Company or any of its Restricted Subsidiaries based upon securities issued by a Securitization Entity pursuant to a Securitization and acquired or retained by the Company or any of its Restricted Subsidiaries.

          “Servicing Advances” means advances made by the Company or any of its Restricted Subsidiaries in its capacity as servicer of any mortgage-related receivables to fund principal, interest, escrow, foreclosure, insurance, tax or other payments or advances when the borrower on the underlying receivable is delinquent in making payments on such receivable; to enforce remedies, manage and liquidate REO Assets; or that the Company or any of its Restricted Subsidiaries otherwise advances in its capacity as servicer.

          “Servicing Advance Facility” means any funding arrangement with lenders collateralized in whole or in part by Servicing Advances under which advances are made to the Company or any of its Restricted Subsidiaries based on such collateral.

          “Servicing Receivables” means rights to collections under mortgage-related receivables, or other rights to reimbursement of Servicing Advances that the Company or a Restricted Subsidiary of the Company has made in the ordinary course of business and on customary industry terms.

          “Shelf Registration Statement” means the Shelf Registration Statement as defined in the applicable Registration Rights Agreement.

          “Significant Subsidiary” with respect to any Person, means any Subsidiary of such Person that satisfies the criteria for a “significant subsidiary” set forth in Rule 1-02 of Regulation S-X under the Exchange Act, as such regulation is in effect on the Issue Date.

          “Sponsor” means Fortress Investment Group LLC.

          “Subsidiary,” with respect to any Person, means:

          (1) any corporation of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such Person; or

          (2) any other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such Person.

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          “Taxable Income” means, for any period, the taxable income or loss of the Company for such period for federal income tax purposes.

          “Tax Amount” means, for any period, the combined federal, state and local income taxes, including estimated taxes, that would be payable with respect to the Company’s taxable income for such period (or in respect of the actual or deemed transfer of an interest in the Company to a corporation in connection with the public issuance of shares in a transaction intended to qualify (based upon an opinion of a nationally recognized accounting or law firm that the transaction should so qualify) under Section 351 of the Internal Revenue Code of 1986, as amended from time to time, in which the only consideration is common stock of the corporation and the assumption of liabilities of the Company) by an equity owner of the Company who is an individual resident in New York City who is subject to the maximum rates of tax; provided that in determining the Tax Amount, the effect thereon of any net operating loss carryforwards or other carryforwards or tax attributes, such as alternative minimum tax carryforwards, that would apply to such an individual shall be taken into account assuming the only income and gain of such individual in current and prior tax periods is income and gain attributable to the Company; provided, further, that (i) if there is an adjustment in the amount of the Taxable Income for any period, an appropriate positive or negative adjustment shall be made in the Tax Amount, and if the Tax Amount is negative, then the Tax Amount for succeeding periods shall be reduced (without duplication of reductions due to the first proviso hereof) to take into account such negative amount until such negative amount is reduced to zero and (ii) any Tax Amount other than amounts relating to estimated taxes shall be computed by a nationally recognized accounting firm.

          “Total Assets” means the total assets of the Company and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, as shown on the most recent balance sheet of the Company.

          “Treasury Rate” means, as determined by the Issuers, as of the applicable redemption date, the yield to maturity as of such redemption date of constant maturity United States Treasury securities (as compiled and published in the most recent Federal Reserve Statistical Release H. 15 (519) that has become publicly available at least two business days prior to such redemption date (or, if such statistical release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to April 1, 2013; provided, however, that if no published maturity exactly corresponds with such date, then the Treasury Rate shall be interpolated or extrapolated on a straight-line basis from the arithmetic mean of the yields for the next shortest and next longest published maturities; provided further, however, that if the period from such redemption date to April 1, 2013, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

          “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C §§ 77aaa-777bbbb).

          “Trustee” means Wells Fargo Bank, National Association, as trustee, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

          “Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

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          “Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A attached hereto, that bears the Global Note Legend and, if applicable, the OID Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing Notes that do not bear the Private Placement Legend.

          “Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary:

          (1) has no Indebtedness other than Non-Recourse Indebtedness and other Indebtedness that is not recourse to the Company or any Restricted Subsidiary or any of their assets;

          (2) except as permitted by Section 4.11 hereof, is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

          (3) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

          (4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries.

          “U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

          “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

          “Warehouse Facility” means any financing arrangement of any kind, including, but not limited to, financing arrangements in the form of repurchase facilities, loan agreements, note issuance facilities and commercial paper facilities (excluding in all cases, Securitizations), with a financial institution or other lender or purchaser exclusively to (i) finance or refinance the purchase, origination or funding by the Company or a Restricted Subsidiary of the Company of, provide funding to the Company or a Restricted Subsidiary of the Company through the transfer of, loans, mortgage related securities and other mortgage-related receivables purchased or originated by the Company or any Restricted Subsidiary of the Company in the ordinary course of business, (ii) finance the funding of or refinance Servicing Advances; or (iii) finance or refinance the carrying of REO Assets related to loans and other mortgage-related receivables purchased or originated by the Company or any Restricted Subsidiary of the Company; provided that such purchase, origination, pooling, funding, refinancing and carrying is in the ordinary course of business.

          “Warehouse Facility Trust” means any Person (whether or not a Restricted Subsidiary of the Company) established for the purpose of issuing notes or other securities in connection with a

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Warehouse Facility, which (i) notes and securities are backed by specified Servicing Advances purchased by such Person from the Company or any other Restricted Subsidiary, or (ii) notes and securities are backed by specified mortgage loans purchased by such Person from the Company or any other Restricted Subsidiary.

          “Warehouse Indebtedness” means Indebtedness in connection with a Warehouse Facility; the amount of any particular Warehouse Indebtedness as of any date of determination shall be calculated in accordance with GAAP.

          “Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Capital Stock or Preferred Stock, as the case may be, at any date, the number of years obtained by dividing: (1) the then outstanding aggregate principal amount of such Indebtedness or redemption or similar payment with respect to such Disqualified Capital Stock or Preferred Stock into; (2) the sum of the total of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

          “Wholly Owned Restricted Subsidiary” of any Person means any Restricted Subsidiary of such Person of which all the outstanding voting securities (other than in the case of a Foreign Subsidiary, directors’ qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law) are owned by such Person or any Wholly Owned Restricted Subsidiary of such Person.

          “Working Capital Facility” means (i), any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that provide loans, notes, other credit facilities or commitments permitted under clause (3) of the definition of Permitted Indebtedness and (ii) any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that extend, replace, refund, refinance, renew or defease any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that alters the maturity thereof, as such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time.

Section 1.02 Other Definitions.

Term	Defined in Section
“Acceleration Notes”		6.02
“Affiliate Transaction”		4.11
“Authentication Order”		2.02
“Change of Control Offer”		4.14
“Change of Control Payment Date”		4.14
“Covenant Defeasance”		8.03
“DTC”		2.03
“Event of Default”		6.01
“Excess Proceeds”		4.10

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Term	Defined in Section
“Guarantee”		4.15
“incur”		4.09
“Legal Defeasance”		8.02
“Note Register”		2.03
“notice of acceleration”		6.02
“Offer Amount”		3.09
“Offer Period”		3.09
“Paying Agent”		2.03
“Purchase Date”		3.09
“Registrar”		2.03
“Restricted Payment”		4.07
“Surviving Entity”		5.01
“Suspended Covenants”		4.19

Section 1.03 Incorporation by Reference of Trust Indenture Act.

          Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture.

          The following Trust Indenture Act terms used in this Indenture have the following meanings:

          “indenture securities” means the Notes;

          “indenture security holder” means a Holder of a Note;

          “indenture to be qualified” means this Indenture;

          “indenture trustee” or “institutional trustee” means the Trustee; and

          “obligor” on the Notes and the Note Guarantees means the Issuers and the Guarantors, respectively, and any successor obligor upon the Notes and the Note Guarantees, respectively.

          All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act have the meanings so assigned to them.

Section 1.04 Rules of Construction.

          Unless the context otherwise requires:

     (a) a term has the meaning assigned to it;

     (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

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     (c) “or” is not exclusive;

     (d) words in the singular include the plural, and in the plural include the singular;

     (e) “including” means including without limitation;

     (f) “will” shall be interpreted to express a command;

     (g) provisions apply to successive events and transactions;

     (h) references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

     (i) unless the context otherwise requires, any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture; and

     (j) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision.

Section 1.05 Acts of Holders.

          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuers. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Issuers, if made in the manner provided in this Section 1.05.

          (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

          (c) The ownership of Notes shall be proved by the Note Register.

          (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect

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of any action taken, suffered or omitted by the Trustee or the Issuers in reliance thereon, whether or not notation of such action is made upon such Note.

          (e) The Issuers may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuers prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

          (f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.

          (g) Without limiting the generality of the foregoing, a Holder, including DTC that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and DTC that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices.

          (h) The Issuers may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date.

ARTICLE II

THE NOTES

Section 2.01 Form and Dating; Terms.

          (a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication.

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The Notes shall be in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

          (b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

          (c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of:

     (i) a written certificate or other evidence in a form reasonably acceptable to the Issuers of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and

     (ii) an Officers’ Certificate from either of the Issuers.

          Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note, following which temporary beneficial interests in the Regulation S Temporary Global Note shall automatically become beneficial interests in the Regulation S Permanent Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

          (d) Terms. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.

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          The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

          The Notes shall be subject to repurchase by the Issuers pursuant to an Asset Sale Offer as provided in Section 4.10 hereof or a Change of Control Offer as provided in Section 4.14 hereof. The Notes shall not be redeemable, other than as provided in Article III hereof.

          Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuers without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, waivers, amendments, offers to repurchase, redemption or otherwise as the Initial Notes; provided that the Issuers’ ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 4.09 hereof. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture.

          (e) Euroclear and Clearstream Applicable Procedures. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream and such provisions shall supersede the provisions in Section 2.06 hereof, as applicable, to the extent that they conflict with such provisions, with respect to such transfers.

Section 2.02 Execution and Authentication.

          At least one Officer of each of the Issuers shall execute the Notes on behalf of the applicable Issuer by manual or facsimile signature.

          If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

          A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

          On the Issue Date, the Trustee shall, upon receipt of an Issuer Order authenticate (an “Authentication Order”), and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes and Exchange Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued hereunder. Such Authentication Order shall specify the amount of the Notes to be authenticated and, in case of any issuance of Additional Notes pursuant to Section 2.01 hereof, shall certify that such issuance is in compliance with Section 4.09 hereof.

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          The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers.

Section 2.03 Registrar and Paying Agent.

          The Issuers shall (i) maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and (ii) an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The registered Holder of a Note shall be treated as the owner of the Note for all purposes. The Issuers may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuers may change any Paying Agent or Registrar without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

          The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes representing the Notes.

          The Issuers initially appoint the Trustee to act as the Paying Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes.

Section 2.04 Paying Agent to Hold Money in Trust.

          The Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or Additional Interest, if any, and interest on the Notes, and will notify the Trustee of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuers or a Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuers, the Trustee shall serve as Paying Agent for the Notes.

Section 2.05 Holder Lists.

          The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least two Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the

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names and addresses of the Holders of Notes and the Issuers shall otherwise comply with Trust Indenture Act Section 312(a).

Section 2.06 Transfer and Exchange.

          (a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (i) the Depositary (x) notifies the Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuers within 90 days, (ii) subject to the procedures of the Depositary, the Issuers, at their option, notify the Trustee in writing that they elect to cause the issuance of the Definitive Notes, or (iii) there shall have occurred and be continuing a Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, that beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b), (c) or (f) hereof.

          (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

     (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).

     (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section

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2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903. Upon consummation of an Exchange Offer by the Issuers in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

     (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following:

     (A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or

     (B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

     (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and:

     (A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with the applicable Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a

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Participating Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;

     (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the applicable Registration Rights Agreement;

     (C) such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement; or

     (D) the Registrar receives the following:

     (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

     (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

          If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

          Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

          (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

          (i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the

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events in paragraph (i), (ii) or (iii) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation:

     (A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

     (B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

     (C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

     (D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

     (E) if such beneficial interest is being transferred to the Issuers or any of their Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

     (F) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained herein and therein.

          (ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

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          (iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and if:

     (A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with the applicable Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Participating Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;

     (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the applicable Registration Rights Agreement;

     (C) such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement; or

     (D) the Registrar receives the following:

     (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

     (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

          (iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in subsection (i), (ii) or (iii) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this

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Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend.

          (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

          (i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

     (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

     (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

     (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

     (D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

     (E) if such Restricted Definitive Note is being transferred to the Issuers or any of their Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

     (F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note and increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note.

          (ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an

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Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

     (A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with the applicable Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Participating Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;

     (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the applicable Registration Rights Agreement;

     (C) such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement; or

     (D) the Registrar receives the following:

     (1) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

     (2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

          Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Restricted Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

          (iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

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          If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

          (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e):

     (i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

     (A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

     (B) if the transfer will be made pursuant to Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or

     (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

     (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the applicable Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Participating Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer;

     (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the applicable Registration Rights Agreement;

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     (C) any such transfer is effected by a Participating Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement; or

     (D) the Registrar receives the following:

     (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

     (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

     (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

          (f) Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with a Registration Rights Agreement, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers, and accepted for exchange in such Exchange Offer and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers, and accepted for exchange in such Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall execute and the Trustee shall authenticate and mail to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the applicable principal amount. Any Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, shall be treated as a single class of securities under this Indenture.

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          (g) Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:

     (i) Private Placement Legend.

     (A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (5) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND IN THE CASE OF THIS CLAUSE (5), BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS OR ANY GUARANTOR SO REQUESTS) AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES, AND ANY SELLER AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

THIS LEGEND SHALL BE DEEMED REMOVED WITHOUT FURTHER ACTION OF THE ISSUERS, THE TRUSTEE OR ANY HOLDER AT SUCH TIME AS THE ISSUERS INSTRUCT THE TRUSTEE IN WRITING TO REMOVE SUCH LEGEND IN ACCORDANCE WITH THE INDENTURE.”

     (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

          (ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form (with appropriate changes in the last sentence if DTC is not the Depositary):

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“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

          (iii) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form:

“BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON, NOR IS IT PURCHASING FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON, AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.”

          (iv) OID Legend. Each Note issued hereunder that has more than a de minimis amount of original issue discount for U.S. federal income tax purposes shall bear a legend in substantially the following form:

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“THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTE BY SUBMITTING A REQUEST FOR SUCH INFORMATION TO NATIONSTAR MORTGAGE LLC, 350 HIGHLAND DRIVE, LEWISVILLE, TEXAS 75067, ATTENTION: GENERAL COUNSEL.”

          (v) Applicable Procedures for Delegending. (A) After one year has elapsed following (1) the Issue Date or (2) if the Issuers have issued any Additional Notes with the same terms and the same CUSIP number as the Notes within one year following the Issue Date, the date of original issuance of such Additional Notes, if the Notes are freely tradeable pursuant to Rule 144 under the Securities Act by Holders who are not Affiliates of the Issuers where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(l)(ii) of Rule 144 so long as such holding period requirement is satisfied), the Issuers shall:

     (A) instruct the Trustee in writing to remove the Private Placement Legend from the Notes by delivering to the Trustee a certificate in the form of Exhibit E hereto, and upon such instruction the Private Placement Legend shall be deemed removed from any Global Notes representing such Notes without further action on the part of Holders;

     (B) notify Holders of the Notes that the Private Placement Legend has been removed or deemed removed; and

     (C) instruct DTC to change the CUSIP number for the Notes to the unrestricted CUSIP number for the Notes.

          In no event will the failure of the Issuers to provide any notice set forth in this paragraph or of the Trustee to remove the Private Placement Legend constitute a failure by the Issuers to comply with any of its covenants or agreements set forth in Section 6.1 hereof or otherwise. Any Restricted Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of such Restricted Note for exchange to the Registrar in accordance with the provisions of Article Two of the Indenture, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Private Placement Legend.

          (B) Notwithstanding any provision herein to the contrary, in the event that Rule 144 as promulgated under the Securities Act (or any successor rule) is amended to change the one-year holding period thereunder (or the corresponding period under any successor rule), (A) each reference in this Section 2.6(g)(v) to “one year” and in the Private Placement Legend described in Section 2.6 hereof to “ONE YEAR” shall be deemed for all purposes hereof to be references to such changed period, and (ii) all corresponding references in the Notes (including the definition of Resale Restriction Termination Date) and the Private Placement Legends thereon shall be deemed for all purposes hereof to be references to such changed period, provided, that such changes shall not become effective if they are otherwise prohibited by, or would otherwise cause a violation of, the then applicable federal securities laws. This

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Section 2.6(g)(v) shall apply to successive amendments to Rule 144 (or any successor rule) changing the holding period thereunder.

          (h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

          (i) General Provisions Relating to Transfers and Exchanges.

          (i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

          (ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).

          (iii) Neither the Registrar nor the Issuers shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

          (iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

          (v) The Issuers shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Notes under Section 3.02 hereof and ending at the close of business on the day of such mailing, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date.

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          (vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest (including Additional Interest, if any) on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.

          (vii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 4.02 hereof, the Issuers shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.

          (viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof.

          (ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

          (x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

          (xi) The Trustee shall have no responsibility for any actions taken or not taken by the Depositary.

Section 2.07 Replacement Notes.

          If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuers and the Trustee receives evidence to its satisfaction of the ownership and destruction, loss or theft of any Note, the Issuers shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. An indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuers and the Trustee may charge the Holder for their expenses in replacing a Note.

          Every replacement Note is a contractual obligation of the Issuers and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

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Section 2.08 Outstanding Notes.

          The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuers or an Affiliate of the Issuers holds the Note.

          If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

          If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

          If the Paying Agent (other than the Issuers, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09 Treasury Notes.

          In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuers, or by any Affiliate of the Issuers, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not an Issuer a Guarantor or any Affiliate of the Issuers or a Guarantor.

Section 2.10 Temporary Notes.

          Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuers consider appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

          Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture.

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Section 2.11 Cancellation.

          The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of such cancelled Notes (subject to the record retention requirement of the Exchange Act) in accordance with its customary procedures. The Issuers may not issue new Notes to replace Notes that they have paid or that have been delivered to the Trustee for cancellation.

Section 2.12 CUSIP and ISIN Numbers

          The Issuers in issuing the Notes may use CUSIP numbers and/or ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP numbers and/or ISIN numbers in notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuers will as promptly as practicable notify the Trustee in writing of any change in the CUSIP number and ISIN numbers.

ARTICLE III

REDEMPTION

Section 3.01 Notices to Trustee.

          If the Issuers elect to redeem Notes pursuant to Section 3.07 hereof, they shall furnish to the Trustee, at least 10 calendar days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof (unless a shorter notice shall be agreed to by the Trustee), an Officers’ Certificate from either Issuer setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of the Notes to be redeemed and (iv) the redemption price.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

          If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be redeemed or purchased (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed or (b) on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate. In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption or purchase. If a partial redemption is made with the proceeds of an Equity Offering, the Trustee shall select the Notes only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to DTC procedures).

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          The Trustee shall promptly notify the Issuers in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples of $1,000 in excess of $2,000; no Notes of $2,000 or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not $2,000 or a multiple of $1,000 in excess thereof, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

Section 3.03 Notice of Redemption.

          Subject to Section 3.09 hereof, the Issuers shall mail or cause to be mailed by first-class mail notices of redemption at least 30 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at such Holder’s registered address. Except as set forth in Section 3.07(b) hereof, notices of redemption may not be conditional.

          The notice shall identify the Notes to be redeemed (including CUSIP number(s)) and shall state:

     (a) the redemption date;

     (b) the redemption price;

     (c) if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the Notes upon cancellation of the original Note;

     (d) the name and address of the Paying Agent;

     (e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

     (f) that, unless the Issuers default in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

     (g) the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

     (h) that no representation is made as to the correctness or accuracy of the CUSIP number and ISIN number, if any, listed in such notice or printed on the Notes; and

     (i) if in connection with a redemption pursuant to Section 3.07(b) hereof, any condition to such redemption.

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          At the Issuers’ request, the Trustee shall give the notice of redemption in the Issuers’ name and at their expense; provided that the Issuers shall have delivered to the Trustee, at least 10 calendar days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officers’ Certificate of either of the Issuers requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04 Effect of Notice of Redemption.

          Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price (except as provided for in Section 3.07(b) hereof). The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption, as long as the Issuers have deposited with the Paying Agent funds in satisfaction of the applicable redemption price.

Section 3.05 Deposit of Redemption or Purchase Price.

          Prior to 10:00 a.m. (New York City time) on the redemption or purchase date, the Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest (including Additional Interest, if any) on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent shall promptly return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed or purchased.

          If the Issuers comply with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the redemption or purchase date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06 Notes Redeemed or Purchased in Part.

          Upon surrender of a Note that is redeemed or purchased in part, the Issuers shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. It is understood that,

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notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or an Officers’ Certificate of either Issuer is required for the Trustee to authenticate such new Note.

Section 3.07 Optional Redemption.

          (a) At any time prior to April 1, 2013, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100.0% of the principal amount of the Notes redeemed plus the Applicable Premium, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the applicable date of redemption (subject to the rights of Holders of Notes on the relevant regular Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the applicable date of redemption).

          (b) At any time, or from time to time, on or prior to April 1, 2013, the Issuers may, at their option, use the net cash proceeds of one or more Equity Offerings to redeem up to 35.0% of the principal amount of all Notes issued at a redemption price equal to 110.875% of the principal amount of the Notes redeemed plus accrued and unpaid interest and Additional Interest, if any, to the date of redemption (subject to the rights of Holders of Notes on the relevant regular Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the applicable date of redemption); provided that:

     (i) at least 65.0% of the principal amount of all Notes issued under this Indenture remains outstanding immediately after any such redemption; and

     (ii) the Issuers make such redemption not more than 90 days after the consummation of any such Equity Offering.

Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent.

          (c) On or after April 1, 2013, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve month period beginning on April 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant regular Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the applicable date of redemption:

Year	Percentage
2013		105.438	%
2014 and thereafter		100.000	%

          (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

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          (e) In addition to the Issuers’ rights to redeem Notes pursuant to Sections 3.07(a), (b) and (c) hereof, the Issuers may at any time and from time to time purchase Notes in open-market transactions, tender offers or otherwise.

Section 3.08 Mandatory Redemption.

          The Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

Section 3.09 Offers to Repurchase by Application of Excess Proceeds.

          (a) In the event that, pursuant to Section 4.10 hereof, the Issuers shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below.

          (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). Promptly after the termination of the Offer Period (the “Purchase Date”), the Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and Pari Passu Debt, as provided in Section 4.10 hereof. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

          (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest and Additional Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

          (d) Upon the commencement of an Asset Sale Offer, the Issuers shall send, by first-class mail, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of Pari Passu Debt. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

     (i) that an Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open;

     (ii) the Offer Amount, the purchase price and the Purchase Date;

     (iii) that any Note not tendered or accepted for payment shall continue to accrue interest;

     (iv) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date;

     (v) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in a minimum denomination of $2,000 or an integral multiple of $1,000 in excess of $2,000;

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     (vi) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase,” which is attached hereto as Exhibit A, on the reverse of the Note completed, to the Paying Agent at the address specified in the notice (or transfer by book-entry transfer to the Depositary, as applicable) prior to the close of business on the third Business Day prior to the Purchase Date;

     (vii) that Holders shall be entitled to withdraw their tendered Notes and their election, if any, to require the Issuers to purchase such Notes; provided that the Paying Agent receives, not later than the close of business on the last day of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of the Notes tendered for purchase and a statement that such Holder is withdrawing its tendered Notes and its election to have such Note purchased;

     (viii) that, if the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and the Issuers shall select such Pari Passu Debt to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other Pari Passu Debt tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased);

     (ix) that Holders whose certificated Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased; and

     (x) any other instructions, as determined by the Issuers, consistent with this 3.09 and Section 4.10 hereof, that a Holder must follow.

          (e) On or before the Purchase Date, the Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes and, if required, Pari Passu Debt or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes and Pari Passu Debt tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate of either Issuer stating the aggregate principal amount of Notes or portions thereof so tendered.

          (f) The Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officers’ Certificate of either Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000, in excess of $2,000. Any Note not so

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accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.

          (g) Prior to noon New York City time on the Purchase Date, the Issuers shall deposit with the Trustee or with the Paying Agent, money sufficient to pay the purchase price of and accrued and unpaid interest and Additional Interest, if any, on all Notes to be purchased on that Purchase Date. The Trustee or the Paying Agent shall promptly return to the Issuers any money deposited with the Trustee or the Paying Agent, as applicable, by the Issuers in excess of the amount necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed.

          (h) Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof.

ARTICLE IV

COVENANTS

Section 4.01 Payment of Notes.

          The Issuers shall pay or cause to be paid the principal of, premium, if any, Additional Interest, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, Additional Interest, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuers or a Subsidiary of the Issuers, holds as of noon New York City time on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

          The Issuers shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the applicable Registration Rights Agreement.

          The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to any applicable grace period) at the same rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency.

          The Issuers shall maintain in the Borough of Manhattan in the City of New York an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) required under Section 2.03 hereof where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. The Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

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          The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Issuers of their obligation to maintain an office or agency in the Borough of Manhattan in the City of New York for such purposes. The Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

          The Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Issuers in accordance with Section 2.03 hereof.

Section 4.03 Reports and Other Information.

          (a) Following consummation of the Exchange Offer contemplated by the Initial Registration Rights Agreement, whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes within the time periods specified in the SEC’s rules and regulations:

     (i) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; and

     (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.

The availability of the foregoing materials on the SEC’s EDGAR service (or its successor) shall be deemed to satisfy the Company’s delivery obligation.

          (b) All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants, and each Form 10-Q and 10-K will include a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries. In addition, following the consummation of the exchange offer contemplated by the Registration Rights Agreement, the Company will file a copy of each of the reports referred to in clauses (i) and (ii) of Section 4.03(a) with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such filing).

          (c) Notwithstanding Sections 4.03(a) and (b), such requirements shall be deemed satisfied prior to the consummation of the Exchange Offer contemplated by the Initial Registration Rights Agreement by (1) the filing with the SEC of the Exchange Offer Registration Statement and any amendments thereto, with such financial information that satisfies Regulation S-X under the Securities Act, subject to exceptions consistent with the presentation of financial information in this offering memorandum, to the extent filed within the time specified above, or (2) by posting on its website or providing to the Trustee within 15 days of the time periods after the Company would have been required to file annual and interim reports with the SEC (which for the first quarterly report required to be posted or provided after the Issue Date shall be 60 days after the end of the applicable fiscal quarter), the financial information (including a “Management’s Discussion and Analysis of Financial Condition and

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Results of Operations” section) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum.

          (d) Prior to the consummation of the Exchange Offer contemplated by the Initial Registration Rights Agreement, the Company shall disclose in the financial information posted on its website or provided to the Trustee (1) the amount of the Company’s Consolidated Net Income for the applicable quarter or year, and (2) the amount of the Company’s Consolidated EBITDA for the most-recently ended four full fiscal quarters. After the consummation of the Exchange Offer contemplated by the Initial Registration Rights Agreement, the Company may disclose such amounts of Consolidated Net Income and Consolidated EBITDA (a) by posting on its website, (b) by delivering to the Trustee, or (c) by furnishing on Form 8-K.

          (e) In the event that any direct or indirect parent of the Company becomes a Guarantor of the Notes, the Company may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to such parent; provided that such reporting is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent and any of its Subsidiaries other than the Company and its Subsidiaries, on the one hand, and the information related to the Company, the Note Guarantors and the other Subsidiaries of the Company on a standalone basis on the other hand.

          (f) If, at any time after consummation of the Exchange Offer contemplated by the Initial Registration Rights Agreement, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in paragraphs (a), (b), (c) and (d) of this Section 4.03 with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in paragraphs (a), (b), (c) and (d) of this Section 4.03 on a website within the time periods that would apply if the Company were required to file those reports with the SEC.

          (g) If, at any time, the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then any “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” or other comparable section, shall provide an analysis and discussion of the material differences with respect to the financial condition and results of operations of the Company and its Restricted Subsidiaries as compared to the Company and its Subsidiaries (including such Unrestricted Subsidiaries).

          (h) In addition, the Company agrees that, for so long as any Notes remain outstanding, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

          (i) Notwithstanding anything to the contrary in this Indenture, the Company will not be deemed to have failed to comply with any of its obligations described under clause (3) of Section 6.01(a) until 30 days after the date on which any report hereunder is due.

          (j) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of

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any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Section 4.04 Compliance Certificate.

          (a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the Issue Date, a certificate from an Officer of each Issuer and each such Guarantor, stating that a review of the activities of (i) the Issuers and their Restricted Subsidiaries, in the case of a certificate from the Issuers, or, (ii) such Guarantor and their Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuers and their Restricted Subsidiaries or such Guarantors and their Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Issuers and their Restricted Subsidiaries or such Guarantors and their Restricted Subsidiaries have kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Issuers and their Restricted Subsidiaries or such Guarantors and their Restricted Subsidiaries are taking or proposes to take with respect thereto)

          (b) When any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence of Indebtedness of the Issuers or any Subsidiary of the Issuers gives any notice or takes any other action with respect to a claimed Default, the Issuers shall, within five Business Days after becoming aware of such Default, deliver written notice to the Trustee specifying such event and what action the Issuers propose to take with respect thereto.

Section 4.05 Taxes.

          The Issuers shall pay, and shall cause each of their Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06 Stay, Extension and Usury Laws.

          Each of the Issuers and each of the Guarantors covenants (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and each of the Issuers and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

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Section 4.07 Limitation on Restricted Payments.

          (a) The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly:

     (1) declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Company) on or in respect of shares of the Company’s Capital Stock to holders of such Capital Stock;

     (2) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock (other than in exchange for Qualified Capital Stock of the Company);

     (3) make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness (other than Indebtedness owed by the Company or any Restricted Subsidiary of the Company to another Restricted Subsidiary of the Company or the Company) of the Company or any Restricted Subsidiary that is subordinate or junior in right of payment to the Notes; or

     (4) make any Restricted Investment

if at the time of such action (each such payments and other actions set forth in clauses (1) through (4) of this Section 4.07(a) being collectively referred to as, a “Restricted Payment”) or immediately after giving effect thereto,

     (i) a Default or an Event of Default shall have occurred and be continuing; or

     (ii) immediately after giving effect thereto on a pro forma basis, the Company is not able to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(b), or

     (iii) the aggregate amount of Restricted Payments (including such proposed Restricted Payment) made subsequent to the Issue Date (the amount expended for such purposes, if other than in cash, being the Fair Market Value of such property) shall exceed the sum of:

     (a) 50.0% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the fiscal quarter in which the Issue Date occurs to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100.0% of such deficit); plus

     (b) 100.0% of the aggregate net cash proceeds and the Fair Market Value of marketable securities or other property received by the Company from any Person since the Issue Date including:

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     (i) any contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Capital Stock and Excluded Contributions);

     (ii) the issuance or sale of convertible or exchangeable Disqualified Capital Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Capital Stock or debt securities) sold to a Subsidiary of the Company); plus

     (c) to the extent that any Restricted Investment that was made after the Issue Date is sold for cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment; plus

     (d) to the extent that any Unrestricted Subsidiary of the Company is designated as a Restricted Subsidiary of the Company after the Issue Date, the Fair Market Value of the Company’s Investment in such Subsidiary as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the Issue Date.

          (b) Section 4.07(a) hereof shall not prohibit:

     (1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of such dividend or notice of such redemption if the dividend or payment of the redemption price, as the case may be, would have been permitted on the date of declaration or notice under this Indenture;

     (2) the making of any Restricted Payment, either (i) solely in exchange for shares of Qualified Capital Stock of the Company, (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of shares of Qualified Capital Stock of the Company or (iii) through the application of a substantially concurrent cash capital contribution received by the Company from its shareholders (which capital contribution (to the extent so used) shall be excluded from the calculation of amounts under clause (iii)(b) of Section 4.07(a) hereof);

     (3) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Company or any Restricted Subsidiary (including the acquisition of any shares of Disqualified Capital Stock of the Company) that is unsecured or contractually subordinated to the Notes or to any Note Guarantee by exchange for, or out of the net cash proceeds from a substantially concurrent incurrence of Refinancing Indebtedness; provided, however, that such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value shall be excluded in the calculation of the amount of Restricted Payments;

     (4) so long as no Default or Event of Default shall have occurred and be continuing, the repurchase, retirement or other acquisition or retirement for value by the Company of

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Common Stock (or options, warrants or other rights to acquire Common Stock) of the Company (or payments to any direct or indirect parent company of the Company to permit distributions to repurchase common equity (or options, warrants or other rights to acquire common equity) thereof) of such direct or indirect parent company) from any future, current or former officer, director, manager or employee (or any spouses, successors, executors, administrators, heirs or legatees of any of the foregoing) of the Company, any direct or indirect parent company of the Company, or any of its Subsidiaries or their authorized representatives, in an aggregate amount not to exceed $2.5 million in any calendar year plus (i) the aggregate net cash proceeds received by the Company after the Issue Date from the issuance of such Equity Interests to, or the exercise of options to purchase such Equity Interests by, any current or former director, officer or employee of the Company or any Restricted Subsidiary of the Company (provided that the amount of such net cash proceeds received by the Company and utilized pursuant to this clause (4)(i) for any such repurchase, redemption, acquisition or retirement will be excluded from clause (iii)(b) of Section 4.07(a) hereof) and (ii) the proceeds of “key-man” life insurance policies that are used to make such redemptions or repurchases; provided that amounts available pursuant to this clause (4) to be utilized for Restricted Payments during any twelve-month period may be carried forward and utilized in the next succeeding twelve-month period and provided, further, that the cancellation of Indebtedness owing to the Company from any future, current or former officer, director, manager or employee (or any spouses, successors, executors, administrators, heirs or legatees of any of the foregoing) of the Company or any of its Restricted Subsidiaries in connection with any repurchase of Capital Stock of such entities (or warrants or options or rights to acquire such Capital Stock) will not be deemed to constitute a Restricted Payment under this Indenture;

     (5) (a) the repurchase of Equity Interests deemed to occur upon the exercise of stock options or warrants to the extent such Equity Interests represent a portion of the exercise price of those stock options or warrants and (b) repurchases of Equity Interests or options to purchase Equity Interests deemed to occur in connection with the exercise of stock options to the extent necessary to pay applicable withholding taxes;

     (6) the declaration and payment of dividends by the Company to, or the making of loans to, its direct parent company in amounts required for the Company’s direct or indirect parent companies to pay, without duplication as to amounts of:

     (a) franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of the Company and its direct and indirect parent entities (including a corporation organized to hold interests in the Company in connection with the public issuance of shares) plus $250,000 per year;

     (b) federal, state, and local income taxes on a consolidated or combined tax group of which the direct or indirect parent is the common parent, to the extent such income taxes are attributable to the income of the Company and its Restricted Subsidiaries and not directly payable by the Company or its Restricted Subsidiaries and, to the extent of the amount actually received from any of the Company’s Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries of the Company; provided that (i) in determining such taxes, the effect thereon of any net operating loss carryforwards or

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other carryforwards or tax attributes, such as alternative minimum tax carryforwards, shall be taken into account, (ii) if there is an adjustment in the amount of Taxable Income for any periods, an appropriate positive or negative adjustment shall be made to the amount of distributions or loans permitted pursuant to this clause 6(b), and if the adjustment is negative, then the permitted distribution on loan for succeeding periods shall be reduced (without duplication of reductions due to clause 6(b)(i) hereof) to take into account such negative amount until such negative amount is reduced to zero, (iii) any distribution or loan in respect of such taxes other than amounts relating to estimated payments shall be computed by a nationally recognized accounting firm and (iv) in no event will such dividends and loans exceed the amounts that the Company and its Restricted Subsidiaries and/or Unrestricted Subsidiaries (as applicable) would have paid as a stand-alone group;

     (c) so long as the Company is treated for income tax purposes as a disregarded entity or a partnership, distributions to equity holders or partners of the Company in an amount not to exceed the Tax Amount for such period; provided that a distribution of the Tax Amount shall be made no earlier than 10 days prior to the due date of the tax payable by equityholders or partners of the Company to which such Tax Amount relates;

     (d) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent of the Company to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations of the Company and its Restricted Subsidiaries; and

     (e) general corporate overhead expenses of any direct or indirect parent company of the Company to the extent such expenses are attributable to the ownership or operation of the Company and its Restricted Subsidiaries;

     (7) so long as no Default or Event of Default shall have occurred and be continuing, the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Capital Stock of the Company or any Restricted Subsidiary of the Company issued on or after the Issue Date in accordance with Section 4.09(b) hereof;

     (8) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis;

     (9) any repricing or issuance of employee stock options or the adoption of bonus arrangements, in each case in connection with the issuance of the Notes, and payments pursuant to such arrangements;

     (10) Restricted Payments that are made with Excluded Contributions;

     (11) Restricted Payments made with Net Cash Proceeds from Asset Sales remaining after application thereof as required by Section 4.10 hereof (including after the making by the

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Issuers of any Asset Sale Offer required to be made by the Issuers pursuant to such covenant and the purchase of all Notes tendered therein);

     (12) upon occurrence of a Change of Control and within 60 days after the completion of the Change of Control Offer pursuant to Section 4.14 hereof (including the purchase of all Notes tendered), any purchase or redemption of Obligations of the Company that are subordinate or junior in right of payment to the Notes required pursuant to the terms thereof as a result of such Change of Control at a purchase or redemption price not to exceed 101.0% of the outstanding principal amount thereof, plus accrued and unpaid interest thereon, if any; provided, however, that (A) at the time of such purchase or redemption, no Default or Event of Default shall have occurred and be continuing (or would result therefrom) and (B) such purchase or redemption is not made, directly or indirectly, from the proceeds of (or made in anticipation of) any issuance of Indebtedness by the Company or any Restricted Subsidiary of the Company; and

     (13) Restricted Payments in an amount not to exceed $17.5 million.

In determining the aggregate amount of Restricted Payments made subsequent to the Issue Date in accordance with clause (iii) of Section 4.07(a) hereof, amounts expended pursuant to clauses (1), (4), (7) and (13) of this Section 4.07(b) shall be included in such calculation.

Section 4.08 Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

          (a) The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to:

     (1) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any of its Restricted Subsidiaries;

     (2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any Restricted Subsidiary of the Company; or

     (3) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company,

          (b) Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of:

     (1) applicable law, rule, regulation or order;

     (2) this Indenture and the Notes;

     (3) customary non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Company;

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     (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;

     (5) the Existing Facilities as each exists on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that any restrictions imposed pursuant to any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary and customary with respect to facilities similar to the Existing Facilities (under the relevant circumstances) and will not materially affect the Company’s ability to make anticipated principal and interest payments on the Notes (as determined in good faith by the Board of Directors of the Company);

     (6) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date;

     (7) restrictions on the transfer of assets (other than cash) held in a Restricted Subsidiary of the Company imposed under any agreement governing Indebtedness incurred in accordance with this Indenture;

     (8) provisions in agreements evidencing Permitted Funding Indebtedness that impose restrictions on the collateral securing such Indebtedness;

     (9) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien;

     (10) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale;

     (11) any agreement or instrument governing Capital Stock of any Person that is acquired;

     (12) the requirements of any Securitization, Warehouse Facility or MSR Facility that are exclusively applicable to any Securitization Entity, Warehouse Facility Trust, MSR Facility Trust or special purpose Subsidiary of the Company formed in connection therewith;

     (13) customary provisions in joint venture and other similar agreements relating solely to such joint venture;

     (14) customary provisions in leases, licenses and other agreements entered into in the ordinary course of business;

     (15) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

     (16) other Indebtedness, Disqualified Capital Stock or Preferred Stock of Foreign Subsidiaries of the Company permitted to be incurred subsequent to the Issue Date pursuant to

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Section 4.09 hereof that impose restrictions solely on the Foreign Subsidiaries party thereto; provided that the restrictions will not materially affect the ability of the Issuers to pay the principal, interest and premium, if any, and Additional Interest, if any, on the Notes, as determined in good faith by the Company; and

     (17) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (2) through (4) and (6) through (14) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Directors whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions, taken as a whole, than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Section 4.09 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (including, without limitation, Acquired Indebtedness) and the Company will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock, in each case other than Permitted Indebtedness.

          (b) Notwithstanding Section 4.09(a) hereof, if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company or any of its Restricted Subsidiaries may incur Indebtedness (including, without limitation, Acquired Indebtedness), and the Company’s Restricted Subsidiaries may issue Preferred Stock, in each case if on the date of the incurrence of such Indebtedness or Preferred Stock, after giving effect to the incurrence thereof and the use of proceeds thereof:

     (1) the Corporate Indebtedness to Tangible Net Worth Ratio of the Company is less than 1.1 to 1.0; and

     (2) the Consolidated Leverage Ratio of the Company is less than 4.5 to 1.0.

          (c) In connection with any incurrence of Indebtedness pursuant to Section 4.09(b) hereof incurred prior to the consummation of the Exchange Offer contemplated by the Initial Registration Rights Agreement, the Issuers shall provide an Officers’ Certificate to the Trustee on or prior to the incurrence of such Indebtedness showing in reasonable detail the calculation of the Corporate Indebtedness to Tangible Net Worth Ratio and the Consolidated Leverage Ratio of the Company and the Company shall use its commercially reasonable efforts to deliver to the Trustee, together with such certificate, a covenant compliance certificate from the Company’s independent auditors attesting to the accuracy of such calculations.

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Section 4.10 Asset Sales.

          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, other than a Required Asset Sale or any Legacy Loan Portfolio Sale unless:

     (1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

     (2) at least 75.0% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:

     (A) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets (or a third party on behalf of such transferee) pursuant to a customary novation or other agreement that releases the Company or such Restricted Subsidiary from further liability;

     (B) any securities, notes or other obligations or assets received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof, to the extent of the cash received in that conversion; and

     (C) any Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed the greater of (x) $25.0 million and (y) 2.5% of Total Assets, at the time of the receipt of such Designated Noncash Consideration (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value).

          (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, including a Required Asset Sale or a Legacy Loan Portfolio Sale, the Issuers (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds at its option, in any combination of the following:

     (1) to prepay or repay Secured Debt or Indebtedness of any Restricted Subsidiary of the Company that is not a Guarantor, and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; provided, however, that, except in the case of Net Proceeds from a Legacy Loan Portfolio Sale, Net Proceeds may not be applied to the prepayment or repayment of Non-Recourse Indebtedness,

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Indebtedness under Existing Facilities or Permitted Funding Indebtedness, other than Non-Recourse Indebtedness, Indebtedness under Existing Facilities or Permitted Funding Indebtedness secured by a Lien on the asset or assets that were subject to such Asset Sale;

     (2) to prepay or repay Pari Passu Debt permitted to be incurred pursuant to this Indenture to the extent required by the terms thereof, and, in the case of Pari Passu Debt under revolving credit facilities or other similar Indebtedness, to correspondingly reduce commitments with respect thereto;

     (3) to make one or more offers to the holders of the Notes (and, at the option of the Company, the holders of Pari Passu Debt) to purchase Notes (and such other Pari Passu Debt) pursuant to and subject to the conditions applicable to Asset Sale Offers described below;

     (4) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company; or

     (5) to acquire other assets (including, without limitation, MSRs and Securitization Assets) that are used or useful in a Permitted Business.

          (c) Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings and/or borrowings under Permitted Funding Indebtedness or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

          (d) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, within 30 days thereof, the Issuers shall make an Asset Sale Offer to all holders of Notes and all holders of Pari Passu Debt containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such Pari Passu Debt that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100.0% of the principal amount (or, in the case of any other Pari Passu Debt offered at a significant original issue discount, 100.0% of the accreted value thereof, if permitted by the relevant indenture or other agreement governing such Pari Passu Debt) plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the Notes and such Pari Passu Debt to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

          (e) The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue of such compliance.

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Section 4.11 Limitation on Transactions with Affiliates.

          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each an “Affiliate Transaction”), involving aggregate payment of consideration in excess of $5.0 million other than:

     (1) Affiliate Transactions permitted pursuant to Section 4.11(c); and

     (2) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Subsidiary.

          (b) In addition, all Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $7.5 million shall be approved by the Board of Directors of the Company or such Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the provisions of Section 4.11(a).

          (c) The restrictions set forth in Sections 4.11(a) and 4.11(b) hereof shall not apply to:

     (1) any employment or consulting agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business or approved in good faith by the Board of Directors of the Company and payments pursuant thereto and the issuance of Equity Interests of the Company (other than Disqualified Capital Stock) to directors and employees pursuant to stock option or stock ownership plans;

     (2) transactions between or among the Company and any of its Restricted Subsidiaries or between or among such Restricted Subsidiaries;

     (3) transactions between the Company or one of its Restricted Subsidiaries and any Person in which the Company or one of its Restricted Subsidiaries has made an Investment in the ordinary course of business and such Person is an Affiliate solely because of such Investment;

     (4) transactions between the Company or one of its Restricted Subsidiaries and any Person in which the Company or one of its Restricted Subsidiaries holds an interest as a joint venture partner and such Person is an Affiliate solely because of such interest;

     (5) any agreement as in effect as of the Issue Date or any amendment thereto or any transactions or payments contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date (as determined by the Board of Directors of the Company in good faith);

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     (6) Restricted Payments permitted by this Indenture;

     (7) sales of Qualified Capital Stock and capital contributions to the Company from one or more holders of its Capital Stock;

     (8) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders’ agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (8) to the extent that the terms of any such amendment or new agreement, taken as a whole, are not disadvantageous to the Holders of the Notes in any material respect (as determined by the Board of Directors of the Company in good faith);

     (9) transactions in which the Company or any Restricted Subsidiary of the Company, as the case may be, receives an opinion from a nationally recognized investment banking, appraisal or accounting firm that such Affiliate Transaction is either fair, from a financial standpoint, to the Company or such Restricted Subsidiary or is on terms not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s length basis from a Person that is not an Affiliate of the Company;

     (10) (i) the provision of mortgage servicing and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture that are fair to the Company and its Restricted Subsidiaries (as determined by the Company in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Company in good faith) and (ii) transactions with customers, clients, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture that are fair to the Company and its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

     (11) payments or loans (or cancellation of loans) to employees of the Company, any of its direct or indirect parent entities or any Restricted Subsidiary of the Company (as determined by the Board of Directors of the Company in good faith);

     (12) Guarantees by the Sponsor or any direct and indirect parent of the Company for Obligations of the Company and its Restricted Subsidiaries; and

     (13) investments by the Sponsor in securities of the Company or any Restricted Subsidiary of the Company so long as the investment is being offered generally to other investors on the same or more favorable terms or the securities are acquired in market transactions.

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Section 4.12 Limitation on Liens.

          (a) The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any Liens of any kind on the assets of the Company or its Restricted Subsidiaries securing Indebtedness of the Company or its Restricted Subsidiaries unless:

     (1) in the case of Liens securing Indebtedness of the Company that is expressly subordinate or junior in right of payment to the Notes, the Notes are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; and

     (2) in all other cases, the Notes are equally and ratably secured except for:

     (A) Liens existing as of the Issue Date to the extent and in the manner such Liens are in effect on the Issue Date;

     (B) Liens securing the Notes and the Note Guarantees;

     (C) Liens securing Non-Recourse Indebtedness;

     (D) Liens securing Permitted Funding Indebtedness so long as any such Lien shall encumber only (i) the assets acquired or originated with the proceeds of such Indebtedness, assets that consist of Servicing Advances, MSRs, loans, mortgage related securities and other mortgage related receivables, REO Assets, Residual Assets and other similar assets subject to and pledged to secure such Indebtedness and (ii) any intangible contract rights and proceeds of, and other, related documents, records and assets directly related to the assets set forth in the preceding clause (i) of this clause (D);

     (E) Liens securing Refinancing Indebtedness that is incurred to Refinance any Indebtedness that has been secured by a Lien permitted under this Indenture and that has been incurred in accordance with the provisions of this Indenture; provided, however, that such Liens: (i) are no less favorable to the Holders than the Liens in respect of the Indebtedness being Refinanced; and (ii) do not extend to or cover any property or assets of the Company or its Restricted Subsidiaries not securing the Indebtedness so Refinanced (or property of the same type and value); and

     (F) Permitted Liens.

          (b) Notwithstanding Section 4.12(a) hereof, the Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any Liens on any MSR Assets or on the Capital Stock of any MSR Subsidiaries owned by the Company or its Restricted Subsidiaries securing Indebtedness of the Company or its Restricted Subsidiaries (other than (x) Liens on MSR Assets owned on the Issue Date securing Indebtedness at any one time outstanding not to exceed $25.0 million or (y) Liens pursuant to clauses (1), (5), (6) (provided such Liens are in existence at the time such assets or property is acquired and were not incurred in contemplation thereof), (14), (19) and (34) of the definition of Permitted Liens) unless all payments due

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under this Indenture and the Notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien.

Section 4.13 Conduct of Business.

          The Company shall not, and shall not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole..

Section 4.14 Offer to Repurchase Upon Change of Control.

          (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require that the Issuers purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101.0% of the principal amount of the Notes redeemed plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the rights of Holders of Notes on the relevant regular Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the applicable date of redemption).

          (b) Within 30 days following the date upon which a Change of Control occurs, the Issuers shall send, by first class mail, a notice to each Holder, with a copy to the Trustee or otherwise in accordance with the procedures of DTC, which notice shall govern the terms of the Change of Control Offer. Such notice shall state the following information:

     (1) that a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;

     (2) the purchase price (the “Change of Control Payment”);

     (3) the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”);

     (4) that any Note not tendered or accepted for payment will remain outstanding and continue to accrue interest;

     (5) that unless the Issuers default in the payment of the Change of Control Payment; all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;

     (6) that Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase,” which is attached hereto as Exhibit A, on the reverse of the Note completed, to the Paying Agent at the address specified in the notice (or transfer by book-entry transfer to the Depositary, as applicable) prior to the close of business on the third Business Day prior to the Change of Control Payment Date;

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     (7) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes; provided that the Paying Agent receives, not later than the close of business on the last day of the offer period, a facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of the Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

     (8) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered, and that the unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess of $2,000; and

     (9) any other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.

          (c) The Issuers shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Sections 3.07(a) and 3.07(c) hereof, unless and until there is a default in payment of the applicable redemption price.

          (d) The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.

Section 4.15 Limitation on Guarantees by Restricted Subsidiaries.

          (a) The Company shall not permit any Domestic Restricted Subsidiary, other than (i) an Excluded Restricted Subsidiary or (ii) an MSR Facility Trust, a Securitization Entity or a Warehouse Facility Trust, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company of the type described in clauses (1) and (2) of the definition of “Indebtedness” (other than Permitted Funding Indebtedness to the extent such Domestic Restricted Subsidiary is a guarantor thereunder), unless, in any such case:

     (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing a guarantee (“Guarantee”) of payment of the Notes by such Subsidiary; and

     (2) if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in

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respect of such subordinated Indebtedness shall be subordinated to the Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture.

          (b) Notwithstanding Section 4.15(a), any such Guarantee by a Restricted Subsidiary of the Company of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged (pursuant to Section 10.07 hereof), without any further action required on the part of the Trustee or any Holder, upon:

     (1) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered pursuant to Section 4.15(a); or

     (2) any sale or other disposition (by merger or otherwise) to any Person that is not a Restricted Subsidiary of the Company of all of the Company’s Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that: (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture; and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed.

Section 4.16 Limitation on Sale and Leaseback Transactions

          The Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company and any Restricted Subsidiary of the Company may enter into a sale and leaseback transaction if:

     (1) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to Section 4.09 hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof;

     (2) the consideration of that sale and leaseback transaction is at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction; and

     (3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with Section 4.10 hereof.

Section 4.17 Designation of Unrestricted and Restricted Subsidiaries

          (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the

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Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

          (b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of a resolution of the Board of Directors of the Company giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would occur and be continuing following such designation.

Section 4.18 Restrictions on Activities of the Co-Issuer

          The Co-Issuer may not hold any assets, become liable for any obligations or engage in any business activities; provided that the Co-Issuer may be a co-obligor of (i) the Notes and (ii) any other Indebtedness incurred by the Company pursuant to Section 4.09 hereof and in each case may engage in any activities directly related or necessary in connection therewith.

Section 4.19 Covenant Suspension

          During any period of time that the Notes are rated Investment Grade and no Default or Event of Default has occurred and is then continuing, the Company and its Restricted Subsidiaries will not be subject to Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.15 and 5.01(a)(2) hereof (collectively, the “Suspended Covenants”). In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence and, subsequently, one or both of the Rating Agencies, as applicable, withdraws its ratings or downgrades the ratings assigned to the Notes such that the Notes are not rated Investment Grade, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants, it being understood that no actions taken by (or omissions of) the Company or any of its Restricted Subsidiaries during the suspension period shall constitute a Default or an Event of Default under the Suspended Covenants. Furthermore, after the time of reinstatement of the Suspended Covenants upon such withdrawal or downgrade, calculations with respect to Restricted Payments will be made in accordance with the terms of Section 4.07 as though such covenant had been in effect during the entire period of time from the Issue Date.

ARTICLE V

SUCCESSORS

Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets.

          (a) (i) Neither Issuer, in a single transaction or series of related transactions, may consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose

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of all or substantially all such Issuer’s assets, to any Person and (ii) the Company will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company’s assets (determined on a consolidated basis for the Company and the Company’s Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless:

     (1) either:

     (A) the Company, or such Issuer, as the case may be, shall be the surviving or continuing entity; or

     (B) the Person (if other than the Company or such Issuer, as the case may be) formed by such consolidation or into which the Company or such Issuer, as the case may be, is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company or such Issuer, as the case may be, and of the Company’s Subsidiaries substantially as an entirety (the “Surviving Entity”):

     (i) shall be a Person organized and validly existing under the laws of the United States or any State thereof or the District of Columbia; provided that in the case where the Surviving Entity is not a corporation, a co-obligor of the Notes is a corporation; and

     (ii) shall expressly assume, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Notes and the performance of every covenant of the Notes, this Indenture and the Registration Rights Agreement on the part of the Company or such Issuer, as the case may be, to be performed or observed;

     (2) immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B)(ii) of this Section 5.01(a) (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company, such Issuer, or such Surviving Entity, as the case may be, shall either (x) be able to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(b) hereof or (y) have a pro forma Consolidated Leverage Ratio and a pro forma Corporate Indebtedness to Tangible Net Worth Ratio that would not be more than the actual Consolidated Leverage Ratio and Corporate Indebtedness to Tangible Net Worth Ratio of the Company, as applicable, immediately prior to such transaction;

     (3) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B)(ii) of this Section 5.01(a) (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred or be continuing; and

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     (4) the Company, such Issuer or the Surviving Entity shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied.

          (b) For purposes of Section 5.01(a), the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

          (c) Notwithstanding the foregoing, Section 5.01(a) shall not apply to:

     (1) a merger of the Company or such Issuer, as the case may be, with an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction or converting the Company into a corporation;

     (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Restricted Subsidiaries; or

     (3) any Required Asset Sale or Legacy Loan Portfolio Sale that complies with Section 4.10 hereof.

Section 5.02 Surviving Entity Substituted.

          Upon any consolidation, combination or merger or any transfer of all or substantially all of the assets of the Company or such Issuer, as the case may be, in accordance with Section 5.01 hereof, in which the Company or such Issuer, as the case may be, is not the continuing entity, the successor Person formed by such consolidation or into which the Company or such Issuer, as the case may be, is merged or to which such conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Issuer, as the case may be, under this Indenture and the Notes with the same effect as if such Surviving Entity had been named as such.

ARTICLE VI

DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

          (a) An “Event of Default” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

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     (1) the failure to pay interest, or Additional Interest, if any, on any Notes when the same becomes due and payable and the default continues for a period of 30 days;

     (2) the failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer);

     (3) a default in the observance or performance of any other covenant or agreement contained in this Indenture and such default continues for a period of 60 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25.0% of the then outstanding principal amount of all Notes issued under this Indenture;

     (4) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness (other than Non-Recourse Indebtedness) of the Company or any Restricted Subsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 20 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final maturity or which has been accelerated, aggregates $25.0 million or more at any time;

     (5) one or more judgments in an aggregate amount in excess of $25.0 million shall have been rendered against the Company or any of its Restricted Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable (other than any judgments as to which, and only to the extent, a reputable insurance company has acknowledged coverage of such judgments in writing);

     (6) the Issuers or any of their Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

     (i) commences proceedings to be adjudicated bankrupt or insolvent;

     (ii) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy law;

     (iii) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property;

     (iv) makes a general assignment for the benefit of its creditors; or

     (v) generally is not paying its debts as they become due;

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     (7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

     (i) is for relief against the Issuers or any of their Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in a proceeding in which the Issuers or any such Restricted Subsidiaries, that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, is to be adjudicated bankrupt or insolvent;

     (ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuers or any of their Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or for all or substantially all of the property of the Issuers or any of their Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or

     (iii) orders the liquidation of the Issuers or any of their Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days; or

     (8) the Note Guarantee of any Significant Subsidiary of the Company shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary of the Company, as the case may be, denies that it has any further liability under its Note Guarantee or gives notice to such effect, other than by reason of the termination of this Indenture or the release of any such Note Guarantee in accordance with this Indenture.

Section 6.02 Acceleration.

          (a) If an Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01(a) hereof with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least 25.0% in principal amount of the then outstanding Notes issued under this Indenture may declare the principal of, premium, if any, Additional Interest, if any, and interest on all the Notes issued under this Indenture to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” or the “Acceleration Notice,” and the same shall become immediately due and payable.

          (b) If an Event of Default specified in clause (6) or (7) of Section 6.01(a) hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the then outstanding Notes issued under this Indenture shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

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          (c) At any time after a declaration of acceleration with respect to the Notes as described in Section 6.02(a) or 6.02(b) hereof, the Holders of a majority in principal amount of all Notes issued under this Indenture may rescind and cancel such declaration and its consequences:

          (1) if the rescission would not conflict with any judgment or decree;

          (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;

          (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;

          (4) if the Company has paid the Trustee (including its agents and counsel) its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and

          (5) in the event of the cure or waiver of an Event of Default of the type described in clause (6) or (7) of Section 6.01(a) hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived.

No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Section 6.03 Other Remedies.

          If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

          The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

          Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences hereunder, except a continuing Default in the payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any Note held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of Control Offer); provided, subject to Section 6.02 hereof, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall affect any subsequent or other Default or impair any right consequent thereto.

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Section 6.05 Control by Majority.

          Subject to all provisions of this Indenture and applicable law, the Holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability.

Section 6.06 Rights of Holders of Notes to Receive Payment.

          Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and Additional Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.07 Collection Suit by Trustee.

          If an Event of Default specified in Section 6.01(a)(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium, if any, and Additional Interest, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.08 Restoration of Rights and Remedies.

          If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuers, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

Section 6.09 Rights and Remedies Cumulative.

          Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

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Section 6.10 Delay or Omission Not Waiver.

          No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 6.11 Trustee May File Proofs of Claim.

          The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuers (or any other obligor upon the Notes including the Guarantors), their creditors or their property and shall be entitled and empowered to participate as members in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.12 Undertaking for Costs.

          In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.12 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 hereof, or a suit by Holders of more than 10.0% in principal amount of the then outstanding Notes.

Section 6.13 Trustee May Enforce Claims without Possession of Notes

          All rights of action and claims under this Indenture or any of the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production

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thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery or judgment, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, shall be for the ratable benefit of each and every Holder of a Note in respect of which such judgment has been recovered.

Section 6.14 Limitation on Suits.

          Subject to Section 6.06 hereof, no Holder may pursue any remedy with respect to this Indenture or the Notes unless:

          (a) such Holder has previously given the Trustee notice that an Event of Default is continuing;

          (b) (i) in the case of clause (2) of Section 6.01 hereof, Holders of at least 25.0% of the then outstanding principal amount of all Notes issued under this Indenture have requested the Trustee to pursue the remedy;

          (c) Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense;

          (d) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

          (e) Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

          A Holder of Notes may not use this Indenture to prejudice the rights of another Holder of Notes or to obtain a preference or priority over another Holder.

Section 6.15 Priorities

          If the Trustee or any agent collects any money or property pursuant to this Article VI, it shall pay out the money in the following order:

          (a) to the Trustee, such agent, their agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee or such Agent and the costs and expenses of collection;

          (b) to Holders of the Notes for amounts due and unpaid on the Notes for principal, premium, Additional Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, Additional Interest, if any, and interest, respectively; and

          (c) to the Issuers or to such party as a court of competent jurisdiction shall direct including a Guarantor, if applicable.

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          The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.15.

ARTICLE VII

TRUSTEE

Section 7.01 Duties of Trustee.

          (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

          (b) Except during the continuance of an Event of Default:

     (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

     (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

          (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

     (i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

     (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and

     (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

          (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

          (e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense.

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          (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02 Rights of Trustee.

          (a) The Trustee may conclusively rely upon, and shall be fully protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers, personally or by agent or attorney at the sole cost of the Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

          (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate of either of the Issuers or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

          (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

          (d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

          (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers shall be sufficient if signed by an Officer of the Issuers.

          (f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

          (g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture

          (h) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

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          (i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

          (j) In the event the Issuers are required to pay Additional Interest, the Issuers shall provide written notice to the Trustee of the Issuers’ obligation to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Issuers. The Trustee shall not at any time be under any duty or responsibility to any Holders to determine whether the Additional Interest is payable and the amount thereof.

          (k) The Trustee may request that the Issuers and any Guarantor deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers (with specimen signatures) authorized at such times to take specific actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person specified as so authorized in any such certificate previously delivered and not superseded.

          (l) The permissive rights of the Trustee to take certain actions under this Indenture shall not be construed as a duty unless so specified herein.

          (m) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Section 7.03 Individual Rights of Trustee.

          Subject to the Trust Indenture Act, the Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest as described in the Trust Indenture Act, it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee’s Disclaimer.

          The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults.

          If a Default occurs and is continuing and if it is actually known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may

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withhold from the Holders notice of any continuing Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. The Trustee shall not be deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is such a Default is received by the Trustee at the Corporate Trust Office of the Trustee.

Section 7.06 Reports by Trustee to Holders of the Notes.

          Within 60 days after each May 15, beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by Trust Indenture Act Section 313(c).

          A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Issuers and filed with the SEC and each stock exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d). The Issuers shall promptly notify the Trustee in writing when the Notes are listed on any stock exchange and of any delisting thereof.

Section 7.07 Compensation and Indemnity.

          The Issuers shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

          The Issuers and the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees and expenses) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against any Issuer or any Guarantor (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, any Issuer or any Guarantor, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend the claim and the Trustee may have separate counsel and the Issuers shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct or negligence.

          Notwithstanding the provisions of Section 4.12 hereof, to secure the payment obligations of the Issuers and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee from the Issuers or any Guarantor, except that held

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in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

          When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(6) or (7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

          The Trustee shall comply with the provisions of Trust Indenture Act Section 313(b)(2) to the extent applicable.

          The obligations of the Issuers under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee.

Section 7.08 Replacement of Trustee.

          A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing not less than 30 days prior to the effective date of such removal. The Issuers may remove the Trustee if:

     (a) the Trustee fails to comply with Section 7.10 hereof or Section 310 of the Trust Indenture Act;

     (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

     (c) a custodian or public officer takes charge of the Trustee or its property; or

     (d) the Trustee becomes incapable of acting.

          If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers.

          If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Issuers’ expense), the Issuers or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

          If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

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          A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

Section 7.09 Successor Trustee by Merger, etc.

          If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

          There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.

          This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Sections 310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture Act Section 310(b).

Section 7.11 Preferential Collection of Claims Against Issuer.

          The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein.

ARTICLE VIII

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

          The Issuers may, at their option and at any time, elect to have either Section 8.02 or Section 8.03 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article VIII.

Section 8.02 Legal Defeasance and Discharge.

          Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in

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Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

     (a) the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest (including Additional Interest, if any) on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof;

     (b) the Issuers’ obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments under Article II;

     (c) the rights, powers, trusts, duties and immunities of the Trustee and the Issuers’ obligations in connection therewith; and

     (d) this Section 8.02.

          Subject to compliance with this Article VIII, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

          Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 and 4.16 hereof and Sections 5.01(a)(2) and (4) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and any Guarantees shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3), 6.01(4), 6.01(5), 6.01(6) (solely with respect to the Issuers and their Restricted Subsidiaries that are Significant

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Subsidiaries), 6.01(7) (solely with respect to the Issuers and their Restricted Subsidiaries that are Significant Subsidiaries) and 6.01(8) hereof shall not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

          The following shall be the conditions to the application of either Section 8.02 or Section 8.03 hereof to the outstanding Notes:

          In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

     (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders cash in Dollars, non-callable U.S. government obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest (including Additional Interest, if any) on the Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and any other amounts owing under this Indenture (in the case of an optional redemption date prior to electing to exercise either Legal Defeasance or Covenant Defeasance, the Issuers have delivered to the Trustee an irrevocable notice to redeem all of the outstanding Notes on such redemption date);

     (2) in the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions:

     (a) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or

     (b) since the date of this Indenture, there has been a change in the applicable federal income tax law,

in either case to the effect that, and based thereon such opinion of counsel shall confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

     (3) in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

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     (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and the incurrence of Liens associated with any such borrowings));

     (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under this Indenture or any other material agreement or instrument to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound;

     (6) the Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers or others; and

     (7) the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

          Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) of this Section 8.04 with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers.

Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

          Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including an Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and Additional Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

          The Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

          Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the written request of the Issuers any money or Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof

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that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Issuer.

          Subject to any abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium, if any, and Additional Interest, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, and Additional Interest, if any, or interest has become due and payable shall be paid to the Issuers on their written request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease.

Section 8.07 Reinstatement.

          If the Trustee or Paying Agent is unable to apply any United States dollars or Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuers’ obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuers make any payment of principal of, premium, if any, and Additional Interest, if any, or interest on any Note following the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE IX

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

          Notwithstanding Section 9.02 hereof, the Issuers, any Guarantor (with respect to a Note Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and any Note Guarantee or Notes without the consent of any Holder:

     (1) cure any mistakes, ambiguities, defects or inconsistencies;

     (2) provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of this Indenture relating to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect any Holder;

     (3) provide for the assumption of the Issuers’ or a Guarantor’s obligations to the Holders of the Notes;

     (4) comply with Section 5.01 hereof;

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     (5) make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially adversely affect the legal rights under this Indenture of any Holder of the Notes or to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuers or any Guarantor;

     (6) comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;

     (7) provide for the issuance of Notes issued after the Issue Date in accordance with the limitations set forth in this Indenture;

     (8) allow any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes or to effect the release of any Guarantor from any of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture);

     (9) secure the Notes;

     (10) provide for the issuance of Exchange Notes;

     (11) evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof;

     (12) conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees or the Notes; or

     (13) to make any amendment to the provisions of this Indenture (i) relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes or (ii) relating to the exchange of Notes, including to provide for procedures to facilitate the exchange on a continuing basis, of Restricted Definitive Notes or beneficial interests in Restricted Global Notes for Unrestricted Definitive Notes or beneficial interests in Unrestricted Global Notes, as applicable; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred or exchanged in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially adversely affect the rights of Holders to transfer or exchange Notes.

          Upon the request of the Issuers accompanied by a resolution of their Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officers’ Certificate of either of the Issuers shall be required in connection with the addition of a Guarantor under this Indenture upon

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execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Section 9.02 With Consent of Holders of Notes.

          Except as provided below in this Section 9.02, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.06 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, and Additional Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes, Note Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.

          Upon the request of the Issuers accompanied by a resolution of their Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Issuers and the Guarantors, if applicable, in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

          It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

          After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

          Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

     (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

     (2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes;

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     (3) reduce the principal of or change or have the effect of changing the fixed final maturity of any Notes, or change the date on which any Notes may be subject to redemption or reduce the redemption price therefore (other than provisions relating to Sections 3.09, 4.10 and 4.14 hereof);

     (4) make any Notes payable in money other than that stated in the Notes;

     (5) make any change in provisions of this Indenture protecting the right of each Holder to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes issued under this Indenture to waive Defaults or Events of Default;

     (6) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, or Additional Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);

     (7) after the Issuers’ obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation of the Issuers to make and consummate a Change of Control Offer in the event of a Change of Control or modify any of the provisions or definitions with respect thereto; or

     (8) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes in a manner which adversely affects the Holders.

Section 9.03 Compliance with Trust Indenture Act.

          Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the Trust Indenture Act as then in effect.

Section 9.04 Revocation and Effect of Consents.

          Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

          The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date unless the consent of the requisite number of Holders has been obtained.

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Section 9.05 Notation on or Exchange of Notes.

          The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuers in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

          Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, etc.

          The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuers may not sign an amendment, supplement or waiver until their respective Boards approves it. In executing any amendment, supplement or waiver, the Trustee shall receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an Officers’ Certificate of either of the Issuers and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03 hereof). Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officers’ Certificate of either of the Issuers shall be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

ARTICLE X

GUARANTEES

Section 10.01 Note Guarantee.

          Subject to this Article X, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of, interest, premium, if any, and Additional Interest, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

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          The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this Note Guarantee shall not be discharged except by full payment or complete performance of the obligations contained in the Notes and this Indenture.

          Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.

          If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

          Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees.

          Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

          In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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          The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall rank equally in right of payment with all existing and future unsubordinated indebtedness of such Guarantor, if any.

          Each payment to be made by a Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Section 10.02 Limitation on Guarantor Liability.

          Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law or fraudulent conveyance laws to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article X, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Note Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

Section 10.03 Execution and Delivery.

          To evidence its Note Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or any supplemental indenture attached hereto as Exhibit D) shall be executed on behalf of such Guarantor by an Officer of such Guarantor.

          Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes.

          If an Officer whose signature is on this Indenture (or any supplemental indenture attached hereto as Exhibit D) no longer holds that office at the time the Trustee authenticates the Note, such Note Guarantee shall be valid nevertheless.

          The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors.

          If required by Section 4.15 hereof, the Issuers shall cause any newly created or acquired Restricted Subsidiary that is not a Securitization Entity, a Warehouse Facility Trust, an MSR Facility Trust or an Excluded Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article X, to the extent applicable.

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Section 10.04 Subrogation.

          Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 10.01 hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under this Indenture or the Notes shall have been paid in full.

Section 10.05 Benefits Acknowledged.

          Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Note Guarantee are knowingly made in contemplation of such benefits.

Section 10.06 Merge, Consolidation or Sale of All or Substantially All Assets.

          A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Issuers or another Guarantor, unless:

     (1) except in the case of a merger entered into solely for the purpose of reincorporating a Guarantor in another jurisdiction, immediately after giving effect to that transaction, no Default or Event of Default shall have occurred and be continuing; and

     (2) either:

     (a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if not the Guarantor) assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture satisfactory to the Trustee; or

     (b) the Net Proceeds of such sale or other disposition are either (i) applied in accordance with the applicable provisions of this Indenture or (ii) not required to be applied in accordance with any provision of this Indenture.

Section 10.07 Release of Note Guarantees.

          A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Note Guarantee, in the following circumstances:

     (1) in connection with any sale, transfer or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof;

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     (2) in connection with any sale, transfer or other disposition of all of the Capital Stock of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof;

     (3) if the Company designates any Restricted Subsidiary of the Company that is a Guarantor to be an Unrestricted Subsidiary of the Company in accordance with Section 4.17 hereof; or

     (4) upon the exercise of Legal Defeasance by the Issuers or pursuant to Article XI hereof; and

in connection with such release, either of the Issuers shall deliver to the Trustee an Officers’ Certificate of such Guarantor confirming the effective date of such release and stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

ARTICLE XI

SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

          This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all Notes when:

     (1) either:

     (a) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or discharged from such trust) have been delivered to the Trustee for cancellation; or

     (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable, will become due and payable within one year or are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Issuers, and the Issuers have irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on (including Additional Interest, if any) the Notes to the date of deposit together with irrevocable instructions from the Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;

     (2) the Issuers have paid all other sums payable under this Indenture by the Issuers; and

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     (3) the Issuers have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

          Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to clause (1)(b) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive.

Section 11.02 Application of Trust Money.

          Subject to the provisions of Section 8.06 hereof, all funds deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including an Issuer or a Guarantor acting as their own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal of, premium, if any, and Additional Interest, if any, or interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

          If the Trustee or Paying Agent is unable to apply any funds in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Issuers have made any payment of principal of, premium, if any, Additional Interest, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the funds held by the Trustee or Paying Agent.

ARTICLE XII

MISCELLANEOUS

Section 12.01 Trust Indenture Act Controls.

          If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c), the imposed duties shall control.

Section 12.02 Notices.

          Any notice or communication by the Issuers, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), PDF transmission, fax or overnight air courier guaranteeing next day delivery, to the others’ address:

          If to the Issuers and/or any Guarantor:

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c/o Nationstar Mortgage LLC
350 Highland Drive
Lewisville, Texas 75067
Fax No.: (469) 549-2085
Attention: General Counsel

If to the Trustee:

Wells Fargo Bank, National Association
45 Broadway, 14th Floor
New York, New York 10006
Fax No.: (212) 515-1589
Attention: Corporate Trust Services

          The Issuers, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

          All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof.

          Any notice or communication to a Holder shall be mailed by first-class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by the Trust Indenture Act. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

          If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it; provided that any notices or communications to the Trustee shall be deemed effective only upon actual receipt thereof.

          If the Issuers mail a notice or communication to Holders, they shall mail a copy to the Trustee and each Agent at the same time.

Section 12.03 Communication by Holders of Notes with Other Holders of Notes.

          Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuers, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c).

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Section 12.04 Certificate and Opinion as to Conditions Precedent.

          Upon any request or application by the Issuers or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuers or such Guarantor, as the case may be, shall furnish to the Trustee:

     (a) An Officers’ Certificate of either of the Issuers in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

     (b) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied;

provided, however, that such Opinion of Counsel shall not be required in connection with the authentication and delivery by the Trustee of the Initial Notes.

Section 12.05 Statements Required in Certificate or Opinion.

          Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall include:

     (a) a statement that the Person making such certificate or opinion has read such covenant or condition;

     (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

     (c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an Officers’ Certificate as to matters of fact); and

     (d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

Section 12.06 Rules by Trustee and Agents.

          The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

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Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders.

          No director, officer, employee, incorporator or stockholder of the Issuers or any Guarantors shall have any liability for any obligation of the Issuers or any Guarantors, respectively, under the Notes, the Note Guarantees and this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation; provided that the foregoing shall not limit any Guarantor’s obligations under its Note Guarantee. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 12.08 Governing Law; Consent to Jurisdiction and Service.

          THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

          To the fullest extent permitted by applicable law, the Issuers hereby irrevocably submit to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Indenture or any Notes and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Issuers irrevocably waive, to the fullest extent permitted by law, any objection which they may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. The Issuers agree that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuers, and may be enforced in any courts to the jurisdiction of which the Issuers are subject by a suit upon such judgment, provided, that service of process is effected upon the Issuers in the manner specified herein or as otherwise permitted by law. To the extent the Issuers have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Issuers hereby irrevocably waive such immunity in respect of its obligations under this Indenture to the extent permitted by law.

Section 12.09 Waiver of Jury Trial.

          EACH OF THE ISSUERS, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 12.10 Force Majeure.

          In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

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Section 12.11 No Adverse Interpretation of Other Agreements.

          This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuers or their Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 12.12 Successors.

          All agreements of the Issuers in this Indenture and the Notes shall bind their successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 10.06 hereof.

Section 12.13 Severability.

          In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 12.14 Counterpart Originals.

          This Indenture may be executed in two or more counterparts, which when so executed shall constitute one and the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Section 12.15 Table of Contents, Headings, etc.

          The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 12.16 Qualification of Indenture.

          The Issuers and the Guarantors shall qualify this Indenture under the Trust Indenture Act in accordance with the terms and conditions of the applicable Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Issuers, the Guarantors and the Trustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Issuers and the Guarantors any such Officers’ Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the Trust Indenture Act.

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Section 12.17 U.S.A. Patriot Act.

          The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.

[signature pages follow]

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Nationstar Mortgage LLC
By:	/s/ Jesse K. Bray
	Name:	Jesse K. Bray
	Title:	CFO
Nationstar Capital Corporation
By:	/s/ Jesse K. Bray
	Name:	Jesse K. Bray
	Title:	CFO
GUARANTORS: Centex Land Vista Ridge Lewisville III           General Partner, LLC Harwood Service Company LLC Harwood Insurance Services, LLC Harwood Service Company of Georgia, LLC Harwood Service Company of New Jersey, LLC Homeselect Settlement Solutions, LLC Nationstar 2009 Equity Corporation Nationstar Equity Corporation Nationstar Industrial Loan Company Nationstar Industrial Loan Corporation
By:	/s/ Jesse K. Bray
	Name:	Jesse K. Bray
	Title:	CFO
Centex Land Vista Ridge Lewisville III, L.P. By: Centex Land Vista Ridge Lewisville III         General Partner, LLC,         its General Partner
By:	/s/ Jesse K. Bray
	Name:	Jesse K. Bray
	Title:	CFO

Wells Fargo Bank, National Association, as Trustee
By:	/s/ Martin Reed
	Name:	Martin Reed
	Title:	Vice President

EXHIBIT A

[Face of Note]

          [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

          [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

          [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture]

          [Insert the OID Legend, if applicable pursuant to the provisions of the Indenture]

A-1

CUSIP [                    ]
ISIN [                    ]¹

[[RULE 144A][REGULATION S] GLOBAL NOTE
10.875% Senior Notes due 2015

No. ___ [$______________]

NATIONSTAR MORTGAGE LLC
NATIONSTAR CAPITAL CORPORATION

promise to pay to ______________ or registered assigns, the principal sum of ______________________ United States Dollars on April 1, 2015.

Interest Payment Dates: April 1 and October 1

Record Dates: March 15 and September 15

¹ Rule 144A Note CUSIP: 63860U AA8
Rule 144A Note ISIN: US63860UAA88
Regulation S Note CUSIP: U6375Y AA4
Regulation S Note ISIN: USU6375YAA48
Exchange Note CUSIP: 63860U AB6
Exchange Note ISIN: US63860UAB61

A-2

          IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed as of the 26th day of March, 2010.

Nationstar Mortgage LLC
By:
	Name:
	Title:
Nationstar Capital Corporation
By:
	Name:
	Title:

A-3

This is one of the Notes referred to in the within-mentioned Indenture:

Wells Fargo Bank, National Association, as Trustee
By:
	Authorized Signatory

A-4

[Back of Note]

10.875% Senior Notes due 2015

          Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

          1. INTEREST. Nationstar Mortgage LLC (the “Company”) and Nationstar Capital Corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), promise to pay interest on the principal amount of this Note at 10.875% per annum from March 26, 2010² until maturity and shall pay the Additional Interest, if any, payable pursuant to the Registration Rights Agreement. The Issuers will pay interest and Additional Interest, if any, semi-annually in arrears on April 1 and October 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that the first Interest Payment Date shall be October 1, 2010². The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

          2. METHOD OF PAYMENT. The Issuers will pay interest on the Notes and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the March 15 or September 15 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in the Indenture with respect to defaulted interest. Payment of interest and Additional Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium, if any, and Additional Interest, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuers or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

          3. PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to the Holders. The Issuers or any of their Subsidiaries may act in any such capacity.

² With respect to the Initial Notes.

A-5

          4. INDENTURE. The Issuers issued the Notes under an Indenture, dated as of March 26, 2010 (the “Indenture”), among the Issuers, the Guarantors named therein and the Trustee. This Note is one of a duly authorized issue of notes of the Issuers designated as their 10.875% Senior Notes due 2015. The Issuers shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

          5. OPTIONAL REDEMPTION.

          (a) At any time prior to April 1, 2013, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100.0% of the principal amount of the Notes redeemed plus the Applicable Premium, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the applicable date of redemption (subject to the rights of Holders of Notes on the relevant regular Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the applicable date of redemption).

          (b) At any time, or from time to time, on or prior to April 1, 2013, the Issuers may, at their option, use the net cash proceeds of one or more Equity Offerings to redeem up to 35.0% of the principal amount of all Notes issued at a redemption price equal to 110.875% of the principal amount of the notes redeemed plus accrued and unpaid interest and Additional Interest, if any, to the date of redemption (subject to the rights of Holders of Notes on the relevant regular Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the applicable date of redemption); provided that:

     (i) at least 65.0% of the principal amount of all Notes issued under the Indenture remains outstanding immediately after any such redemption; and

     (ii) the Issuers makes such redemption not more than 90 days after the consummation of any such Equity Offering.

Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent.

          (c) On or after April 1, 2013, the Issuers may on any one or more occasions redeem all or a part of the notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the notes redeemed, to the applicable date of redemption, if redeemed during the twelve month period beginning on April 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant regular Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the applicable date of redemption:

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Year	Percentage
2013		105.438	%
2014 and thereafter		100.000	%

          (d) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.07 of the Indenture.

          (e) In addition to the Issuers’ rights to redeem notes pursuant to clause (a), (b) or (c) of this paragraph 5, the Issuers may at any time and from time to time purchase Notes in open-market transactions, tender offers or otherwise.

          6. MANDATORY REDEMPTION. The Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

          7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in excess of $2,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

          8. OFFERS TO REPURCHASE.

          (a) Upon the occurrence of a Change of Control, the Issuers shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in accordance with Section 4.14 of the Indenture.

          (b) If the Issuers or any of its Restricted Subsidiaries consummates an Asset Sale, within 30 days after each date that Excess Proceeds exceed $25.0 million, the Issuers shall commence, an offer, to all Holders of Notes and all holders of Pari Passu Debt containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such Pari Passu Debt that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”). The offer price in any Asset Sale Offer shall be equal to 100.0% of the principal amount (or, in the case of any other Pari Passu Debt offered at a significant original issue discount, 100.0% of the accreted value thereof, if permitted by the relevant indenture or other agreement governing such Pari Passu Debt) plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Debt to be purchased on a pro rata basis. Upon completion of each Asset Sale

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Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to this Note. The Asset Sale Offer shall be made in accordance with Sections 3.09 and 4.10 of the Indenture.

          9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed.

          10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

          11. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Note Guarantees and the Notes may be amended or supplemented as provided in the Indenture.

          12. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.0% in principal amount of the then outstanding Notes may declare the principal of, premium, if any, Additional Interest, if any, and interest on all of the Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same shall become immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. Holders may not enforce the Indenture, the Notes or the Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default under the Indenture except a Default in payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any Note held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of Control Offer). The Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within five Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default and the status thereof.

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          13. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

          14. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the applicable Registration Rights Agreement, including the right to receive Additional Interest (as defined therein).

          15. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

          16. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers and ISIN numbers to be printed on the Notes and the Trustee may use CUSIP numbers and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

          17. GUARANTEE. The Issuers’ obligations under the Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors.

          The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the applicable Registration Rights Agreement. Requests may be made to the Issuers at the following address:

350 Highland Drive
Lewisville, Texas 75067
Fax No.: (469) 549-2085
Attention: General Counsel

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ASSIGNMENT FORM

          To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Insert assignee’ legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.

Date: _____________________

Your Signature:
	(Sign exactly as your name appears on
	the face of this Note)

Signature Guarantee*: ________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.10 or Section 4.14 of the Indenture, check the appropriate box below:

o Section 4.10            o Section 4.14

          If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

$_______________

Date: _____________________

Your Signature:
	(Sign exactly as your name appears on the face of this Note)
Tax Identification No.:

Signature Guarantee*: ________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

          The initial outstanding principal amount of this Global Note is $_________. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made:

		Amount of increase	Principal Amount of	Signature of
	Amount of decrease	in Principal	this Global Note	authorized signatory
	in Principal Amount	Amount of this	following such	of Trustee or
Date of Exchange	of this Global Note	Global Note	decrease or increase	Note Custodian

* This schedule should be included only if the Note is issued in global form.

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[FORM OF NOTATION ON NOTE RELATING TO GUARANTEE]

THE OBLIGATIONS OF THE GUARANTORS TO THE HOLDERS OF THE NOTES PURSUANT TO THIS GUARANTEE AND THE INDENTURE DATED AS OF MARCH 26, 2010, AMONG NATIONSTAR MORTGAGE LLC, NATIONSTAR CAPITAL CORPORATION, THE GUARANTORS NAMED THEREIN AND THE TRUSTEE NAMED THEREIN (THE “INDENTURE”) ARE EXPRESSLY SET FORTH IN ARTICLE X OF THE INDENTURE, AND REFERENCE IS HEREBY MADE TO SUCH INDENTURE FOR THE PRECISE TERMS OF THIS GUARANTEE. THE TERMS OF THE INDENTURE, INCLUDING WITHOUT LIMITATION ARTICLE X, ARE INCORPORATED HEREIN BY REFERENCE.

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Nationstar Mortgage LLC
Nationstar Capital Corporation
350 Highland Drive
Lewisville, Texas 75067
Fax No.: (469) 549-2085
Attention: General Counsel

Wells Fargo Bank — DAPS Reorg.
MAC N9303-121
608 2nd Avenue South
Minneapolis, MN 55479
Telephone No.: (877) 872-4605
Fax No.: (866) 969-1290
Email: DAPSReorg@wellsfargo.com

          Re: 10.875% Senior Notes due 2015

          Reference is hereby made to the Indenture, dated as of March 26, 2010 (the “Indenture”), among Nationstar Mortgage LLC, Nationstar Capital Corporation, the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

          _______________ (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the “Transfer”), to _______________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

          1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.

          2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO

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REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act.

          3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

     (a) [ ] such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

     (b) [ ] such Transfer is being effected to the Issuers or a Subsidiary thereof;

or

     (c) [ ] such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

          4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

          (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon

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consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

          (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

          (c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

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          This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated: _______________________

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ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a) [ ] a beneficial interest in the:

(i)	[ ] 144A Global Note (CUSIP 63860U AA8), or
(ii)	[ ] Regulation S Global Note (CUSIP U6375YAA4), or

(b)	[ ] a Restricted Definitive Note.
2.	After the Transfer the Transferee will hold:

[CHECK ONE]

(a) [ ] a beneficial interest in the:

(i)	[ ] 144A Global Note (CUSIP 63860U AA8), or
(ii)	[ ] Regulation S Global Note (CUSIP U6375YAA4), or
(iii)	[ ] Unrestricted Global Note (CUSIP [INSERT CUSIP]); or

(b)	[ ] a Restricted Definitive Note; or
(c)	[ ] an Unrestricted Definitive Note,

          in accordance with the terms of the Indenture.

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EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Nationstar Mortgage LLC
Nationstar Capital Corporation
350 Highland Drive
Lewisville, Texas 75067
Fax No.: (469) 549-2085
Attention: General Counsel

Wells Fargo Bank — DAPS Reorg.
MAC N9303-121
608 2nd Avenue South
Minneapolis, MN 55479
Telephone No.: (877) 872-4605
Fax No.: (866) 969-1290
Email: DAPSReorg@wellsfargo.com

          Re: 10.875% Senior Notes due 2015

          Reference is hereby made to the Indenture, dated as of March 26, 2010 (the “Indenture”), among Nationstar Mortgage LLC, Nationstar Capital Corporation, the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

          ___________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $__________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

          1) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

     a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted

C-1

Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

     b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

     c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

     d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

          2) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES

     a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global

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Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

     b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] [ ] 144A Global Note [ ] Regulation S Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

          This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers and are dated _____________________.

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated: _______________________

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EXHIBIT D

FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS

          Supplemental Indenture (this “Supplemental Indenture”), dated as of __________, among __________________ (the “Guaranteeing Subsidiary”), a subsidiary of Nationstar Mortgage LLC, a Delaware limited liability company (the “Company”), Nationstar Capital Corporation (the “Co-Issuer” and, together with the Company, the “Issuers”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

WITNESSETH

          WHEREAS, the Issuers and each of the Guarantors (as defined in the Indenture referred to below) have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of March 26, 2010, providing for the issuance of 10.875% Senior Notes due 2015 (the “Notes”);

          WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Note Guarantee”); and

          WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

          NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

          (1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

          (2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:

     (a) Along with all other Guarantors named in the Indenture (including pursuant to any supplemental indentures), to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its respective successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that:

     (i) the principal of, interest, premium, if any, and Additional Interest, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the

D-1

Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

     (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection.

     (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers or any Guarantors, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

     (c) The Guaranteeing Subsidiary hereby waives: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever.

     (d) This Note Guarantee shall not be discharged except by full payment or complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture, including Article X of the Indenture (which is deemed incorporated in this Supplemental Indenture and applicable to this Guarantee). The Guaranteeing Subsidiary acknowledges that by executing this Supplemental Indenture, it will become a Guarantor under the Indenture and subject to all the terms and conditions applicable to Guarantors contained therein.

     (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

     (f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

     (g) As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI of the Indenture for the purposes of this Note Guarantee,

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notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article VI of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Note Guarantee.

     (h) The Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee.

     (i) Pursuant to Section 10.02 of the Indenture, the obligations of the Guaranteeing Subsidiary shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guaranteeing Subsidiary that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article X of the Indenture, result in the obligations of such Guaranteeing Subsidiary under this Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law.

     (j) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Note Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

     (k) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     (l) This Note Guarantee shall be a general unsecured senior obligation of such Guaranteeing Subsidiary, ranking pari passu with any other future unsubordinated Indebtedness of the Guaranteeing Subsidiary, if any.

     (m) Each payment to be made by the Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

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          (3) Execution and Delivery. The Guaranteeing Subsidiary agrees that the Note Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes.

          (4) Merger, Consolidation or Sale of All or Substantially All Assets.

          (a) The Guaranteeing Subsidiary may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guaranteeing Subsidiary is the surviving Person), another Person, other than the Issuers or another Guarantor, unless:

     (i) except in the case of a merger entered into solely for the purpose of reincorporating a Guaranteeing Subsidiary in another jurisdiction, immediately after giving effect to that transaction, no Default or Event of Default shall have occurred and be continuing; and

     (ii) either:

     (A) the Person acquiring the property in ay such sale or disposition or the Person formed by or surviving any such consolidation or merger (if not the Guaranteeing Subsidiary) assumes all the obligations of that Guaranteeing Subsidiary under the Indenture, its Note Guarantee and the applicable Registration Rights Agreement pursuant to this supplemental indenture; or

          (B) the Net Proceeds of such sale or other disposition are either (i) applied in accordance with Section 4.10(d) of the Indenture or (ii) not required to be applied in accordance with any provision of the Indenture.

          (5) Releases.

          The Note Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuers or the Trustee is required for the release of the Guaranteeing Subsidiary’s Note Guarantee, in the following circumstances:

     (a) in connection with any sale, transfer or other disposition of all or substantially all of the assets of that Guaranteeing Subsidiary (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 of the Indenture;

     (b) in connection with any sale, transfer or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 of the Indenture;

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     (c) if the Company designates any Restricted Subsidiary of the Company that is a Guarantor to be an Unrestricted Subsidiary of the Company in accordance with Section 4.17 of the Indenture; or

          (d) upon the exercise of Legal Defeasance by the Issuers or pursuant to Article XI of the Indenture; and

in connection with such release, either of the Issuers shall deliver to the Trustee an Officers’ Certificate of such Guarantor confirming the effective date of such release and stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

          (6) No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuers or the Guarantors (including the Guaranteeing Subsidiary), respectively, under the Notes, the Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation; provided that the foregoing shall not limit any Guarantor’s obligations under its Note Guarantees. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

          (7) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          (8) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

          (9) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

          (10) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

          (11) Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under the Indenture or the Notes shall have been paid in full.

          (12) Benefits Acknowledged. The Guaranteeing Subsidiary’s Note Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Note Guarantee are knowingly made in contemplation of such benefits.

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          (13) Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

[signature page follows]

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          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

[Guaranteeing Subsidiary]
By:
	Name:
	Title:
Wells Fargo Bank, National Association, as Trustee
By:
	Name:
	Title:

D-7

EXHIBIT E

FORM OF FREE TRANSFERABILITY CERTIFICATE

[Date]

Nationstar Mortgage LLC
Nationstar Capital Corporation
350 Highland Drive
Lewisville, Texas 75067
Fax No.: (469) 549-2085
Attention: General Counsel

Wells Fargo Bank — DAPS Reorg.
MAC N9303-121
608 2nd Avenue South
Minneapolis, MN 55479
Telephone No.: (877) 872-4605
Fax No.: (866) 969-1290
Email: DAPSReorg@wellsfargo.com

          Re: 10.875% Senior Notes due 2015

Reference is hereby made to the Indenture, dated as of March 26, 2010 (the “Indenture”), among Nationstar Mortgage LLC, Nationstar Capital Corporation, the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

Whereas the 10.875% Senior Notes due 2015 (the “Notes”) have become freely tradable without restrictions by non-affiliates of the Issuers pursuant to Rule 144(b)(1) under the Securities Act, in accordance with Section 2.6(g)(v) of the Indenture, pursuant to which the Notes were issued, the Issuers hereby instruct you that:

     (i) the Private Placement Legend described in Section 2.6(g)(v) of the Indenture and set forth on the Notes shall be deemed removed from the Notes, in accordance with the terms and conditions of the Notes and as provided in the Indenture, without further action on the part of Holders; and

     (ii) the restricted CUSIP number and restricted ISIN number for the Notes shall be deemed removed from the Notes and replaced with the unrestricted CUSIP number (             ) and unrestricted ISIN number (             ), respectively, set forth therein, in accordance with the terms and conditions of the Notes and as provided in the Indenture, without further action on the part of Holders.

[signature pages follow]

E-1

Nationstar Mortgage LLC Nationstar Capital Corporation
By:
	Name:
	Title:

E-2

EX-4.2

Exhibit 4.2

EXECUTION COPY

SUPPLEMENTAL INDENTURE

          Supplemental Indenture (this “Supplemental Indenture”), dated as of August 31, 2010, among NSM RECOVERY SERVICES INC. (the “Guaranteeing Subsidiary”), a subsidiary of Nationstar Mortgage LLC, a Delaware limited liability company (the “Company”), Nationstar Capital Corporation (the “Co-Issuer” and, together with the Company, the “Issuers”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

W I T N E S S E T H

          WHEREAS, the Issuers and each of the Guarantors (as defined in the Indenture referred to below) have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of March 26, 2010, providing for the issuance of 10.875% Senior Notes due 2015 (the “Notes”);

          WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Note Guarantee”); and

          WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

          NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

          (1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

          (2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:

     (a) Along with all other Guarantors named in the Indenture (including pursuant to any supplemental indentures), to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its respective successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that:

     (i) the principal of, interest, premium, if any, and Additional Interest, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

1

     (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection.

     (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers or any Guarantors, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

     (c) The Guaranteeing Subsidiary hereby waives: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever.

     (d) This Note Guarantee shall not be discharged except by full payment or complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture, including Article X of the Indenture (which is deemed incorporated in this Supplemental Indenture and applicable to this Guarantee). The Guaranteeing Subsidiary acknowledges that by executing this Supplemental Indenture, it will become a Guarantor under the Indenture and subject to all the terms and conditions applicable to Guarantors contained therein.

     (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

     (f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

     (g) As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article VI of the Indenture, such obligations (whether or not due

2

and payable) shall forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Note Guarantee.

     (h) The Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee.

     (i) Pursuant to Section 10.02 of the Indenture, the obligations of the Guaranteeing Subsidiary shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guaranteeing Subsidiary that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article X of the Indenture, result in the obligations of such Guaranteeing Subsidiary under this Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law.

     (j) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Note Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

     (k) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     (l) This Note Guarantee shall be a general unsecured senior obligation of such Guaranteeing Subsidiary, ranking pari passu with any other future unsubordinated Indebtedness of the Guaranteeing Subsidiary, if any.

     (m) Each payment to be made by the Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

          (3) Execution and Delivery. The Guaranteeing Subsidiary agrees that the Note Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes.

          (4) Merger, Consolidation or Sale of All or Substantially All Assets.

3

          (a) The Guaranteeing Subsidiary may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guaranteeing Subsidiary is the surviving Person), another Person, other than the Issuers or another Guarantor, unless:

     (i) except in the case of a merger entered into solely for the purpose of reincorporating a Guaranteeing Subsidiary in another jurisdiction, immediately after giving effect to that transaction, no Default or Event of Default shall have occurred and be continuing; and

     (ii) either:

     (A) the Person acquiring the property in ay such sale or disposition or the Person formed by or surviving any such consolidation or merger (if not the Guaranteeing Subsidiary) assumes all the obligations of that Guaranteeing Subsidiary under the Indenture, its Note Guarantee and the applicable Registration Rights Agreement pursuant to this supplemental indenture; or

          (B) the Net Proceeds of such sale or other disposition are either (i) applied in accordance with Section 4.10(d) of the Indenture or (ii) not required to be applied in accordance with any provision of the Indenture.

          (5) Releases.

          The Note Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuers or the Trustee is required for the release of the Guaranteeing Subsidiary’s Note Guarantee, in the following circumstances:

     (a) in connection with any sale, transfer or other disposition of all or substantially all of the assets of that Guaranteeing Subsidiary (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 of the Indenture;

     (b) in connection with any sale, transfer or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 of the Indenture;

     (c) if the Company designates any Restricted Subsidiary of the Company that is a Guarantor to be an Unrestricted Subsidiary of the Company in accordance with Section 4.17 of the Indenture; or

          (d) upon the exercise of Legal Defeasance by the Issuers or pursuant to Article XI of the Indenture; and

4

in connection with such release, either of the Issuers shall deliver to the Trustee an Officers’ Certificate of such Guarantor confirming the effective date of such release and stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

          (6) No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuers or the Guarantors (including the Guaranteeing Subsidiary), respectively, under the Notes, the Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation; provided that the foregoing shall not limit any Guarantor’s obligations under its Note Guarantees. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

          (7) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          (8) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

          (9) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

          (10) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

          (11) Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under the Indenture or the Notes shall have been paid in full.

          (12) Benefits Acknowledged. The Guaranteeing Subsidiary’s Note Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Note Guarantee are knowingly made in contemplation of such benefits.

          (13) Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

[signature page follows]

5

          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

NSM Recovery Services Inc.
By:	/s/ Jay Bray
	Name:	Jay Bray
	Title:	CFO/EVP
Wells Fargo Bank, National Association, as Trustee
By:	/s/ Martin Reed
	Name:	Martin Reed
	Title:	Vice President

6

EX-4.3

Exhibit 4.3

EXECUTION COPY

SECOND SUPPLEMENTAL INDENTURE

          Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of December 13, 2010, among NSM FORECLOSURE SERVICES INC. (the “Guaranteeing Subsidiary”), a subsidiary of Nationstar Mortgage LLC, a Delaware limited liability company (the “Company”, and, together with Nationstar Capital Corporation, the “Issuers”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

WITNESSETH

          WHEREAS, the Issuers and each of the Guarantors (as defined in the Indenture referred to below) have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of March 26, 2010, providing for the issuance of 10.875% Senior Notes due 2015 (the “Notes”);

          WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Note Guarantee”); and

          WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Second Supplemental Indenture.

          NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

          (1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

          (2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:

     (a) Along with all other Guarantors named in the Indenture (including pursuant to any supplemental indentures), to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its respective successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that:

     (i) the principal of, interest, premium, if any, and Additional Interest, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

1

     (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection.

     (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers or any Guarantors, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

     (c) The Guaranteeing Subsidiary hereby waives: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever.

     (d) This Note Guarantee shall not be discharged except by full payment or complete performance of the obligations contained in the Notes, the Indenture and this Second Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture, including Article X of the Indenture (which is deemed incorporated in this Second Supplemental Indenture and applicable to this Guarantee). The Guaranteeing Subsidiary acknowledges that by executing this Second Supplemental Indenture, it will become a Guarantor under the Indenture and subject to all the terms and conditions applicable to Guarantors contained therein.

     (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

     (f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

     (g) As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article VI of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Note Guarantee.

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     (h) The Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee.

     (i) Pursuant to Section 10.02 of the Indenture, the obligations of the Guaranteeing Subsidiary shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guaranteeing Subsidiary that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article X of the Indenture, result in the obligations of such Guaranteeing Subsidiary under this Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law.

     (j) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Note Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

     (k) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     (l) This Note Guarantee shall be a general unsecured senior obligation of such Guaranteeing Subsidiary, ranking pari passu with any other future unsubordinated Indebtedness of the Guaranteeing Subsidiary, if any.

     (m) Each payment to be made by the Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

          (3) Execution and Delivery. The Guaranteeing Subsidiary agrees that the Note Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes.

          (4) Merger, Consolidation or Sale of All or Substantially All Assets.

          (a) The Guaranteeing Subsidiary may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guaranteeing Subsidiary is the surviving Person), another Person, other than the Issuers or another Guarantor, unless:

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     (i) except in the case of a merger entered into solely for the purpose of reincorporating a Guaranteeing Subsidiary in another jurisdiction, immediately after giving effect to that transaction, no Default or Event of Default shall have occurred and be continuing; and

     (ii) either:

          (A) the Person acquiring the property in ay such sale or disposition or the Person formed by or surviving any such consolidation or merger (if not the Guaranteeing Subsidiary) assumes all the obligations of that Guaranteeing Subsidiary under the Indenture, its Note Guarantee and the applicable Registration Rights Agreement pursuant to this supplemental indenture; or

          (B) the Net Proceeds of such sale or other disposition are either (i) applied in accordance with Section 4.10(d) of the Indenture or (ii) not required to be applied in accordance with any provision of the Indenture.

          (5) Releases.

          The Note Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuers or the Trustee is required for the release of the Guaranteeing Subsidiary’s Note Guarantee, in the following circumstances:

     (a) in connection with any sale, transfer or other disposition of all or substantially all of the assets of that Guaranteeing Subsidiary (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 of the Indenture;

     (b) in connection with any sale, transfer or other disposition of all of the Capital Stock of the Guaranteeing Subsidiary (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 of the Indenture;

     (c) if the Company designates any Restricted Subsidiary of the Company that is a Guarantor to be an Unrestricted Subsidiary of the Company in accordance with Section 4.17 of the Indenture; or

          (d) upon the exercise of Legal Defeasance by the Issuers or pursuant to Article XI of the Indenture; and

in connection with such release, either of the Issuers shall deliver to the Trustee an Officers’ Certificate of such Guarantor confirming the effective date of such release and stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

          (6) No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuers or the Guarantors (including the Guaranteeing Subsidiary), respectively, under the Notes, the Note Guarantees, the Indenture or this Second Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation; provided that the foregoing shall not limit any Guarantor’s obligations under its Note Guarantees. Each

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Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

          (7) Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          (8) Counterparts. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

          (9) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

          (10) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

          (11) Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under the Indenture or the Notes shall have been paid in full.

          (12) Benefits Acknowledged. The Guaranteeing Subsidiary’s Note Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Second Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Note Guarantee are knowingly made in contemplation of such benefits.

          (13) Successors. All agreements of the Guaranteeing Subsidiary in this Second Supplemental Indenture shall bind its Successors, except as otherwise in this Second Supplemental Indenture. All agreements of the Trustee in this Second Supplemental Indenture shall bind its successors.

[signature page follows]

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          IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the date first above written.

NSM Foreclosure Services Inc.
By:	/s/ Gregory A. Oniu
	Name:	Gregory A. Oniu
	Title:	SVP
Wells Fargo Bank, National Association, as Trustee
By:	/s/ Martin Reed
	Name:	Martin Reed
	Title:	Vice President

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EX-4.4

Exhibit 4.4

REGISTRATION RIGHTS AGREEMENT

     This REGISTRATION RIGHTS AGREEMENT, dated March 26, 2010 (the “Agreement”), is entered into by and among Nationstar Mortgage LLC, a Delaware limited liability company (“Nationstar”), Nationstar Capital Corporation, a Delaware corporation (“Nationstar Corp.” and, together with Nationstar, the “Companies”), the guarantors listed in Schedule 1 hereto (the “Guarantors”) and the several initial purchasers listed in Schedule 2 hereto (the “Initial Purchasers”) for whom Barclays Capital Inc., Banc of America Securities LLC, Deutsche Bank Securities Inc. and RBS Securities Inc. are acting as Representatives (collectively, the “Representatives”).

     The Companies, the Guarantors and the Initial Purchasers are parties to the Purchase Agreement dated March 23, 2010 (the “Purchase Agreement”), which provides for the sale by the Companies to the Initial Purchasers of $250,000,000 aggregate principal amount of 10.875% Senior Notes due 2015 of the Companies (the “Securities”), which will be guaranteed on an unsecured senior basis by each of the Guarantors. As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Companies and the Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

     In consideration of the foregoing, the parties hereto agree as follows:

     1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

     “Additional Interest” shall mean, in the event the Exchange Offer is not consummated and the Shelf Registration Statement is not effective, the increase in the interest rate on the notes pursuant to Section 2(d).

     “Additional Guarantor” shall mean any subsidiary of the Companies that executes a Subsidiary Guarantee under the Indenture after the date of this Agreement.

     “Agreement” shall have the meaning set forth in the preamble.

     “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

     “Companies” shall have the meaning set forth in the preamble and shall also include any successor entities.

     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

     “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.

     “Exchange Offer” shall mean the exchange offer by the Companies and the Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

     “Exchange Offer Completion Date” shall have the meaning set forth in Section 2(a)(iv) hereof.

     “Exchange Offer Filing Deadline” shall have the meaning set forth in Section 2(a)(i) hereof.

     “Exchange Offer Registration” shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.

     “Exchange Offer Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

     “Exchange Securities” shall mean notes issued by the Companies and guaranteed by the Guarantors under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in Additional Interest for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer.

     “FINRA” shall mean the Financial Industry Regulatory Authority.

     “Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405 under the Securities Act.

     “Guarantors” shall have the meaning set forth in the preamble and shall also include any Guarantor’s successors and any Additional Guarantors.

     “Holder” shall mean each Initial Purchaser, for so long as it owns any Registrable Securities, and each of the Initial Purchasers’ successors, assigns and direct and indirect transferees who becomes an owner of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers.

     “Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.

     “Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.

     “Indenture” shall mean the indenture relating to the Securities, dated as of March 26, 2010, among the Companies, the Guarantors and Wells Fargo Bank, National Association, as trustee, and as the same may be amended from time to time in accordance with the terms thereof.

     “Initial Purchasers” shall have the meaning set forth in the preamble.

     “Inspector” shall have the meaning set forth in Section 3(a)(xiii) hereof.

     “Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433 under the Securities Act.

     “Nationstar” shall have the meaning set forth in the preamble and shall also include any successor entity.

     “Nationstar Corp.” shall have the meaning set forth in the preamble and shall also include any successor entity.

     “Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.

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     “Permitted Free Writing Prospectus” shall have the meaning set forth in Section 6(k) hereof.

     “Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

     “Prospectus” shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein.

     “Purchase Agreement” shall have the meaning set forth in the preamble.

     “Registrable Securities” shall mean the Securities; provided that such Securities shall cease to be Registrable Securities (i) when such Securities cease to be outstanding, or (ii) when a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement.

     “Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the Companies and the Guarantors with this Agreement, including without limitation: (i) all SEC, stock exchange or FINRA registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or Registrable Securities), (iii) all expenses of the Companies and the Guarantors in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus and any amendments or supplements thereto, any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the reasonable fees and disbursements of the Trustee and its counsel, (vii) the reasonable fees and disbursements of counsel for the Companies and the Guarantors and, in the case of a Shelf Registration Statement, the reasonable fees and disbursements of one counsel for the Holders (which counsel shall initially be Skadden, Arps, Slate, Meagher & Flom LLP, subject to replacement upon action by a majority of Holders) and (viii) the fees and disbursements of the independent public accountants of the Companies and the Guarantors, including the expenses of any special audits or “comfort” letters required by or incident to the performance of and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder. Notwithstanding the foregoing, the Holders shall pay all agency fees and commissions and underwriting discounts and commissions and the fees and disbursements of any counsel or other advisors or experts retained by such Holders (severally or jointly), other than fees, expenses and disbursements set forth in clause (ii) above and the fees, expenses and disbursements of one counsel specifically referred to above.

     “Registration Statement” shall mean any registration statement of the Companies and the Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

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     “SEC” shall mean the United States Securities and Exchange Commission.

     “Securities” shall have the meaning set forth in the preamble.

     “Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

     “Shelf Additional Interest Date” shall have the meaning set forth in Section 2(d) hereof.

     “Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.

     “Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.

     “Shelf Registration Statement” shall mean a “shelf” registration statement of the Companies and the Guarantors filed under the Securities Act providing for the registration on a continuous or delayed basis of the Registrable Securities pursuant to Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

     “Shelf Request” shall have the meaning set forth in Section 2(b) hereof.

     “Subsidiary Guarantees” shall mean the guarantees of the Securities and Exchange Securities by the Guarantors under the Indenture.

     “Staff” shall mean the staff of the SEC.

     “Target Registration Date” shall have the meaning set forth in Section 2(d) hereof.

     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to time.

     “Trustee” shall mean the trustee with respect to the Securities under the Indenture.

     “Underwriter” shall have the meaning set forth in Section 3(e) hereof.

     “Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to the public.

     2. Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Companies and the Guarantors shall use commercially reasonable efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer by the Companies to the Holders to exchange all the Registrable Securities for Exchange Securities not later than March 31, 2011 (the “Exchange Offer Filing Deadline”), (ii) have such Registration Statement remain effective until 90 days after the last Exchange Date for use by one or more Participating Broker-Dealers, in accordance with Section 4 below, (iii) commence the Exchange Offer as soon as reasonably practicable after the Exchange Offer Registration Statement is declared effective by the SEC and (iv) complete the Exchange Offer not later than 90 days after the Exchange Offer Filing Deadline (such date, the “Exchange Offer Completion Date”).

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     The Companies and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:

(i)	that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for exchange;
(ii)	the dates of acceptance for exchange (which shall be a period of at least 20 Business Days and not more than 40 Business Days, or longer if required by applicable law, from the date such notice is mailed) (the “Exchange Dates”);
(iii)	that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as otherwise specified herein;
(iv)	that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to (A) surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance with the applicable procedures of the depositary for such Registrable Security, in each case prior to the close of business on the last Exchange Date; and
(v)	that any Holder will be entitled to withdraw its election, not later than the close of business (New York City time) on the last Exchange Date, by (A) sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such Securities exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the Registrable Securities.

     As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Companies and the Guarantors that (i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) at the time of the commencement of the Exchange Offer it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Companies or any Guarantor and (iv) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making or other trading activities, then such Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Securities.

     As soon as practicable after the last Exchange Date, the Companies and the Guarantors shall:

(i)	accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and
(ii)	deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Companies and issue, and cause the

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Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder.

     Interest on each Exchange Security will accrue (i) from the latter of (a) the last interest payment date on which interest was paid on the Securities surrendered in exchange therefore, or (b) if the Exchange Security is surrendered for exchange on a date in a period that includes the record date for an interest payment to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date or (ii) if no interest has been paid on the Securities, from the date of original issuance of the Securities on the date hereof.

     The Companies and the Guarantors shall use commercially reasonable efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff.

     (b) In the event that (i) the Companies and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed by the Target Registration Date or (iii) upon receipt of a written request (a “Shelf Request”) from any Initial Purchaser representing that it holds Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer, the Companies and the Guarantors shall use commercially reasonable efforts to cause to be filed as soon as practicable after such determination, date or Shelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement become effective; provided that no such Shelf Registration Statement shall be required to the extent the Registrable Securities have been sold pursuant to Rule 144 of the Securities Act or have become freely tradable by Persons other than “affiliates” (as defined in Rule 144 of the Securities Act) of the Company pursuant to Rule 144 of the Securities Act, in each case, under circumstances in which any legend borne by the Securities relating to restrictions on transferability thereof is removed, the Securities do not bear a restricted CUSIP number and such Securities are eligible to be sold pursuant to Rule 144 of the Securities Act, or any successor provision, of the Securities Act.

     In the event that the Companies and the Guarantors are requested to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Companies and the Guarantors shall use commercially reasonable efforts to file and have become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchasers after completion of the Exchange Offer.

     The Companies and the Guarantors agree to use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until (i) the first anniversary date of the Shelf Registration Statement or (ii) such time as all of the Securities cease to be outstanding or have either been (A) sold or otherwise transferred pursuant to an effective registration statement or (B) sold pursuant to Rule 144 under the Securities Act or have become freely tradable by Persons other than “affiliates” (as defined in Rule 144 of the Securities Act) of the Company pursuant to Rule 144 of the Securities Act, in each case, under circumstances in which any legend borne by the Securities relating to restrictions on transferability thereof is removed, the Securities do not bear a restricted CUSIP number and such Securities are eligible

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to be sold pursuant to Rule 144, or any successor provision, of the Securities Act (the “Shelf Effectiveness Period”). The Companies and the Guarantors further agree to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Companies for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use commercially reasonable efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable. The Companies and the Guarantors agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

     (c) The Companies and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.

     (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act.

     In the event that either the Exchange Offer is not completed or the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or 2(b)(ii) hereof, has not become effective on or prior to the Exchange Offer Completion Date, the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period immediately following the Target Registration Date and (ii) an additional 0.25% per annum with respect to each subsequent 90 day period thereafter, in each case until the Exchange Offer is completed or the Shelf Registration Statement, if required hereby, becomes effective, or is no longer required, up to a maximum increase of 0.50% per annum. In the event that the Companies receive a Shelf Request pursuant to Section 2(b)(iii), and the Shelf Registration Statement required to be filed thereby has not become effective by 90 days after delivery of such Shelf Request (such later date, the “Shelf Additional Interest Date”), then the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90 day period payable commencing from one day after the Shelf Additional Interest Date and (ii) an additional 0.25% per annum with respect to each subsequent 90 day period thereafter, in each case until the Shelf Registration Statement becomes effective, or is no longer required, up to a maximum increase of 0.50% per annum.

     If the Shelf Registration Statement, if required hereby, has become effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 30 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90 day period commencing on the 31^st day in such 12-month period that such Shelf Registration Statement ceases to be effective or the Prospectus contained therein ceases to be usable and (ii) an additional 0.25% per annum with respect to each subsequent 90 day period thereafter, in each case until the Shelf Registration Statement has again become effective or the Prospectus again becomes usable, up to a maximum increase of 0.50% per annum.

     (f) The Companies represent, warrant and covenant that they (including their agents and representatives) will not prepare, make, use, authorize, approve or refer to any Free Writing Prospectus.

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     3. Registration Procedures.

     (a) In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the Companies and the Guarantors shall, within the time periods specified in Section 2:

(i)	use commercially reasonable efforts to prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (x) shall be selected by the Companies and the Guarantors, (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; and use commercially reasonable efforts to cause such Registration Statement to become effective and remain effective for the applicable period in accordance with Section 2 hereof;
(ii)	use commercially reasonable efforts to prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus current during the period described in Section 4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities;
(iii)	in the case of a Shelf Registration, use commercially reasonable efforts to furnish to each Holder of Registrable Securities, to counsel for the Initial Purchasers, to counsel for such Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus or preliminary prospectus, and any amendment or supplement thereto, as such Holder, counsel or Underwriters may reasonably request in order to facilitate the sale or other disposition of the Registrable Securities thereunder; and the Companies and the Guarantors consent to the use of such Prospectus, preliminary prospectus and any amendment or supplement thereto in accordance with applicable law by each of the Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus, preliminary prospectus or any amendment or supplement thereto in accordance with applicable law;
(iv)	use commercially reasonable efforts to register or qualify the Registrable Securities under all applicable state securities or “blue sky” laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement is declared effective by the SEC; cooperate with such Holders in connection with any filings required to be made with FINRA; and do any and all other acts and things that may be reasonably necessary or advisable to enable each Holder to complete the disposition in each such jurisdiction of the Registrable Securities owned by such Holder; provided that neither the Companies nor any Guarantor shall be required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (2) file any general consent to service of process in any such jurisdiction or (3) subject itself to taxation in any such jurisdiction if it is not so subject;

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(v)	notify counsel for the Initial Purchasers and, in the case of a Shelf Registration, notify each Holder of Registrable Securities and counsel for such Holders promptly and, if requested by any such Holder or counsel, confirm such advice in writing (1) when a Registration Statement has become effective, when any post-effective amendment thereto has been filed and becomes effective and when any amendment or supplement to the Prospectus has been filed, (2) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement or Prospectus or for additional information after the Registration Statement has become effective, (3) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Companies of any notice of objection of the SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable effective date of a Shelf Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Companies or any Guarantor contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable Securities cease to be true and correct in all material respects or if the Companies or any Guarantor receive any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (5) of the happening of any event during the period a Registration Statement is effective that makes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or that requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading and (6) of any determination by the Companies or any Guarantor that a post-effective amendment to a Registration Statement or any amendment or supplement to the Prospectus would be appropriate;
(vi)	use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2), including by filing an amendment to such Shelf Registration Statement on the proper form, at the earliest possible moment and provide immediate notice to each Holder of the withdrawal of any such order or such resolution;
(vii)	in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless requested);
(viii)	in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued in such denominations and registered in such names (consistent with the provisions of the Indenture) as such selling Holders may reasonably request at least one Business Day prior to the closing of any sale of Registrable Securities;
(ix)	in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(a)(v)(5) hereof, use commercially reasonable efforts to prepare and file with the SEC a supplement or post-effective amendment to such Shelf Registration Statement or any related Prospectus or Issuer Free Writing Prospectus or any document incorporated therein

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	by reference or file any other required document so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable Securities, such Prospectus or Issuer Free Writing Prospectus will cease to have the identified deficiencies and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Companies and the Guarantors shall notify the Holders of Registrable Securities to suspend use of the Prospectus or Issuer Free Writing Prospectus as promptly as practicable after the occurrence of such an event, and such Holders hereby agree to suspend use of the Prospectus or Issuer Free Writing Prospectus until the Companies and the Guarantors have amended or supplemented the Prospectus or Issuer Free Writing Prospectus to correct such misstatement or omission;
(x)	a reasonable time prior to the filing of any Registration Statement, any Prospectus, any Issuer Free Writing Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or Issuer Free Writing Prospectus or of any document that is to be incorporated by reference into a Registration Statement or a Prospectus after initial filing of a Registration Statement, provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, to the Holders of Registrable Securities and their counsel) and make such of the representatives of the Companies and the Guarantors as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities or their counsel) available for discussion of such document; and the Companies and the Guarantors shall not, at any time after initial filing of a Registration Statement, use or file any Prospectus, any Issuer Free Writing Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus, or any document that is to be incorporated by reference into a Registration Statement or a Prospectus, of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities and their counsel) shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities or their counsel) shall reasonably object within five Business Days after the receipt thereof;
(xi)	obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the initial effective date of a Registration Statement;
(xii)	cause the Indenture to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use commercially reasonable efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;
(xiii)	in the case of a Shelf Registration, make available for inspection by one representative of the Holders of the Registrable Securities (an “Inspector”), any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, any attorneys and accountants designated by a majority of the Holders of Registrable Securities to be included in such Shelf Registration and any attorneys and accountants designated by such Underwriter, at reasonable times and in a reasonable manner, all pertinent financial and

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	other records, pertinent documents and properties of the Companies, the Guarantors and their respective subsidiaries, and cause the respective officers, directors and employees of the Companies and the Guarantors to supply all information reasonably requested by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; provided that the foregoing inspection and information gathering shall be coordinated on behalf of the Holders by the Inspector and on behalf of the other parties, by one counsel designated by and on behalf of the Holders by a majority of Holders of Registrable Securities; provided, further, that if any such information is identified by the Companies or any Guarantor as being confidential or proprietary, each Person receiving such information shall take such actions necessary to protect the confidentiality of such information unless such disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the general public or through a third party without an accompanying obligation of confidentiality;
(xiv)	if reasonably requested by any Holder of Registrable Securities covered by a Shelf Registration Statement, promptly include in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein and make all required filings of such Prospectus supplement or such post-effective amendment as soon as reasonably practicable after the Companies have received notification of the matters to be so included in such filing;
(xv)	in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (including those requested by a majority of the Holders) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (1) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities with respect to the business of the Companies, the Guarantors and their respective subsidiaries and the Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested, (2) obtain opinions of counsel to the Companies and the Guarantors (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (3) obtain “comfort” letters from the independent certified public accountants of the Companies and the Guarantors (and, if necessary, any other certified public accountant of any subsidiary of the Companies or any Guarantor, or of any business acquired by the Companies or any Guarantor for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each selling Holder (to the extent permitted by applicable professional standards) and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings and (4) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Companies and the Guarantors made pursuant to clause (1) above and to evidence compliance with any customary conditions contained in an underwriting agreement; and

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(xvi) prior to the completion of the Exchange Offer, or, in the case of a Shelf Registration Statement, prior to the date on which such Shelf Registration Statement is declared effective, and so long as any Registrable Securities remain outstanding, cause each Additional Guarantor upon the creation or acquisition by Nationstar or its subsidiaries of such Additional Guarantor, to execute a counterpart to this Agreement in the form attached hereto as Annex A and to deliver such counterpart to the Initial Purchasers no later than five Business Days following the execution thereof.

     (b) In the case of a Shelf Registration Statement, the Companies may require each Holder of Registrable Securities to furnish to the Companies such information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities as the Companies and the Guarantors may from time to time reasonably request in writing.

     (c) In the case of a Shelf Registration Statement, each Holder of Registrable Securities covered in such Shelf Registration Statement agrees that, upon receipt of any notice from the Companies and the Guarantors of the happening of any event of the kind described in Section 3(a)(v)(3) or 3(a)(v)(5) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 3(a)(ix) hereof and, if so directed by the Companies and the Guarantors, such Holder will deliver to the Companies and the Guarantors all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus and any Issuer Free Writing Prospectuses covering such Registrable Securities that are current at the time of receipt of such notice.

     (d) If the Companies and the Guarantors shall give any notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Companies and the Guarantors shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders of such Registrable Securities shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions. The Companies and the Guarantors may give any such notice of such suspension that does not exceed 45 days in any three- month period or 120 days in any 12-month period.

     (e) The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment bank or investment banks and manager or managers (each, an “Underwriter”) that will administer the offering will be selected by the Holders of a majority in principal amount of the Registrable Securities included in such offering.

     4. Participation of Broker-Dealers in Exchange Offer.

     (a) The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities.

     The Companies and the Guarantors understand that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a

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statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

     (b) In light of the above, and notwithstanding the other provisions of this Agreement, the Companies and the Guarantors agree that, for a period of 90 days after the last Exchange Date (as such period may be extended pursuant to Section 3(d) of this Agreement), the Companies and the Guarantors shall promptly send additional copies of any Prospectus and any amendment or supplement to such Prospectus to any Participating Broker-Dealers requesting such documents in an appropriate letter of transmittal and any Participating Broker-Dealers shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during such period in connection with the resales contemplated by this Section 4.

     (c) The Initial Purchasers shall have no liability to the Companies, any Guarantor or any Holder with respect to any request that they may make pursuant to Section 4(b) above.

     5. Indemnification and Contribution.

     (a) The Companies and each Guarantor, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their respective affiliates, directors and officers and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or is under common control with, or is controlled by, an Initial Purchaser or Holder, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred by the Initial Purchasers, any Holder, any such director or officer or any such controlling or affiliated Person in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement pursuant to which Exchange Securities or Registrable Securities were registered or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus or any Issuer Free Writing Prospectus, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information provided by any Initial Purchaser or Holder expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, the Companies and the Guarantors, jointly and severally, will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement, any Prospectus or any Issuer Free Writing Prospectus.

     (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Companies, the Guarantors, the Initial Purchasers and the other selling Holders, the managers or directors, as applicable, of the Companies and the Guarantors, each officer of the Companies and the Guarantors who

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signed the Registration Statement and each Person, if any, who controls the Companies, the Guarantors, any Initial Purchaser and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to the Companies in writing by such Holder expressly for use in any Registration Statement, any Prospectus or any Issuer Free Writing Prospectus.

     (c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”) shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) if designated for one or more Initial Purchasers or affiliates, directors, officers or control Persons of one or more Initial Purchasers shall be designated in writing by the Representatives unless such representation is to include Holders that are not Initial Purchasers, (y) if designated for one or more Holders or directors, officers or control Persons of any Holder, in each case including one or more Holders other than Initial Purchasers, shall be designated in writing by a majority of the Holders to be represented and (z) in all other cases shall be designated in writing by the Companies. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its prior written consent, but if settled with such consent or if there is a final non-appealable judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include

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any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

     (d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Companies and the Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Companies and the Guarantors on the one hand and the Holders on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Companies and the Guarantors on the one hand and the Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Companies and the Guarantors or by the applicable Holders, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

     (e) The Companies, the Guarantors and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

     (f) The Holders’ obligations to contribute pursuant to this Section 5 are several and not joint.

     (g) The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.

     (h) The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Companies or the Guarantors or the officers or directors of or any Person controlling the Companies or the Guarantors, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.

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     6. General.

     (a) No Inconsistent Agreements. The Companies and the Guarantors represent, warrant and agree that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of any other outstanding securities issued or guaranteed by the Companies or any Guarantor under any other agreement and (ii) neither the Companies nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof.

     (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Companies and the Guarantors have obtained the written consent of a majority of the Holders affected by such amendment, modification, supplement, waiver or consent; provided that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto.

     (c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Companies by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, the addresses set forth in the Purchase Agreement; (ii) if to the Companies and the Guarantors, initially at the Companies’ address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c); and (iii) to such other persons at their respective addresses as provided in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if transmitted by facsimile; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture

     (d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement. If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Companies or the Guarantors with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.

     (e) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the agreements made hereunder between the Companies and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder.

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     (f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

     (g) Headings. The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof.

     (h) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the federal and state courts located in New York County, New York, including the United States District Court for the Southern District of New York, in connection with any claim brought with respect to this Agreement or related matter and waives any right to claim such forum would be inappropriate, including concepts of forum non conveniens.

     (i) Waiver of Jury Trial. Each of the Companies, the Guarantors and each of the Initial Purchasers hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

     (j) Entire Agreement; Severability. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement or the application thereof in any circumstance is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Companies, the Guarantors and the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions.

     (k) Free Writing Prospectuses. Each Holder represents that it has not prepared or had prepared on its behalf or used or referred to, and agrees that it will not prepare or have prepared on its behalf or use or refer to, any Free Writing Prospectus, and has not distributed and will not distribute any written materials in connection with the offer or sale of the Registrable Securities without the prior express written consent of the Companies. Any such Free Writing Prospectus consented to by the Companies is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Companies represent and agree that they have treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, including in respect of timely filing with the SEC, legends and record-keeping.

     (l) Majorities. Any reference herein to a majority of Holders shall be deemed to refer to a majority of the relevant aggregate principal amount of the outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specific percentage of Registrable Securities is required hereunder, any Registrable Securities owned by the Companies or any of their affiliates (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the required majority.

[Signature Page Follows]

17

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Nationstar Mortgage LLC
By	/s/ Jesse K. Bray
	Name:	Jesse K. Bray
	Title:	CFO
Nationstar Capital Corporation
By	/s/ Jesse K. Bray
	Name:	Jesse K. Bray
	Title:	CFO
Centex Land Vista Ridge Lewisville III      General Partner, LLC Harwood Service Company LLC Harwood Insurance Services, LLC Harwood Service Company of Georgia, LLC Harwood Service Company of New Jersey, LLC Homeselect Settlement Solutions, LLC Nationstar 2009 Equity Corporation Nationstar Equity Corporation Nationstar Industrial Loan Company Nationstar Industrial Loan Corporation
By	/s/ Jesse K. Bray
	Name:	Jesse K. Bray
	Title:	CFO
Centex Land Vista Ridge Lewisville III, L.P.
By:	Centex Land Vista Ridge Lewisville III
	General Partner, LLC,
	its General Partner
By	/s/ Jesse K. Bray
	Name:	Jesse K. Bray
	Title:	CFO

Confirmed and accepted as of the date first above written:

Barclays Capital Inc.
By	/s/ Jean-François G. Astier
	Name:	Jean-François G. Astier
	Title:	Managing Director
Banc of America Securities LLC
By	/s/ Adam Cady
	Name:	Adam Cady
	Title:	Managing Director
Deutsche Bank Securities Inc.
By	/s/ Alexandra Barth
	Name:	Alexandra Barth
	Title:	Managing Director
By	/s/ Frank Fazio
	Name:	Frank Fazio
	Title:	Managing Director
RBS Securities Inc.
By	/s/ Michael F. Newcomb II
	Name:	Michael F. Newcomb II
	Title:	Managing Director
Each for itself and as Representatives of the other Initial     Purchasers named in Schedule I hereto

Schedule 1

Guarantors

Centex Land Vista Ridge Lewisville III General Partner, LLC
Centex Land Vista Ridge Lewisville III, L.P.
Harwood Service Company LLC
Harwood Insurance Services, LLC
Harwood Service Company of Georgia, LLC
Harwood Service Company of New Jersey, LLC
Homeselect Settlement Solutions, LLC
Nationstar 2009 Equity Corporation
Nationstar Equity Corporation
Nationstar Industrial Loan Company
Nationstar Industrial Loan Corporation

Schedule 1

Schedule 2

Initial Purchasers

Barclays Capital Inc.

Banc of America Securities LLC

Deutsche Bank Securities Inc.

RBS Securities Inc.

Schedule 2

Annex A

Counterpart to Registration Rights Agreement

     The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of March 26, 2010 by and among the Companies, the guarantors party thereto and Barclays Capital Inc., Banc of America Securities LLC and Deutsche Bank Securities Inc., on behalf of themselves and the other Initial Purchaser) to be bound by the terms and provisions of such Registration Rights Agreement.

     IN WITNESS WHEREOF, the undersigned has executed this counterpart as of                     .

[GUARANTOR NAME]
 

By:  

Name:  

Title:  

Annex A

EX-5.1

Exhibit 5.1

[CGSH Letterhead]

Writer’s Direct Dial: (212) 225-2106 E-Mail: dmclaughlin@cgsh.com

December 22, 2010

Nationstar Mortgage LLC
Nationstar Capital Corporation
350 Highland Drive
Lewisville, Texas 75067

Ladies and Gentlemen:

               We have acted as special counsel to Nationstar Mortgage LLC, a Delaware limited liability company (the “Company”) and Nationstar Capital Corporation, a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in respect of up to $250,000,000 aggregate principal amount of the Issuers’ 10.875% Senior Notes due 2015 (the “Exchange Notes”) to be offered in exchange for any and all of the Issuers’ outstanding 10.875% Senior Notes due 2015 originally issued on March 26, 2010 (the “Initial Notes”). The Exchange Notes are fully and unconditionally guaranteed by each of the guarantors listed in the Registration Statement (the “Guarantors” and, together with the Issuers, the “Registrants”). The Exchange Notes will be issued under an indenture dated as of March 26, 2010 (the “Indenture”), among the Company, the Co-Issuer, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Indenture includes the guarantees of the Exchange Notes by the Guarantors (the “Guarantees”).

               In arriving at the opinion expressed below, we have reviewed the following documents:

(a)	an executed copy of the Indenture;
(b)	the Registration Statement; and
(c)	the form of the Exchange Notes included in the Indenture.

Nationstar Mortgage LLC, et al., p. 2

In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Issuers and such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.

               In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified (i) the accuracy as to factual matters of each document we have reviewed and (ii) that the Exchange Notes will conform to the form thereof that we have reviewed and will be duly authenticated in accordance with the terms of the Indenture.

               Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that when the Exchange Notes, in the form included in the Indenture, have been duly executed by the each of the Issuers and authenticated by the Trustee in accordance with the terms of the Indenture, and duly issued and delivered by the Issuers in exchange for an equal principal amount of Initial Notes, the Exchange Notes will be the valid, binding and enforceable obligations of each of the Issuers, entitled to the benefits of the Indenture.

               Insofar as the foregoing opinion relates to the validity, binding effect or enforceability of any agreement or obligation of any Issuer, (x) we have assumed that each Issuer and each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Issuers regarding matters of the federal law of the United States of America, the law of the State of New York or the General Corporation Law of the State of Delaware that in our experience normally would be applicable to general business entities with respect to such agreement or obligation) and (y) such opinion is subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity.

               The foregoing opinion is limited to the federal law of the United States of America, the law of the State of New York and the General Corporation Law of the State of Delaware (including the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the Law).

Nationstar Mortgage LLC, et al., p. 3

               We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to this firm in the Registration Statement and the related prospectus under the caption “Legal Matters.” In giving this consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement, including this Exhibit, within the meaning of the term “expert” as used in the Securities Act or the rules and regulations of the Commission issued thereunder. The opinion expressed herein is rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.

Very truly yours, CLEARY GOTTLIEB STEEN & HAMILTON LLP
By	/s/ Duane McLaughlin
	Duane McLaughlin, a Partner

EX-10.1

Exhibit 10.1

CONFIDENTIAL TREATMENT REQUESTED

Title (Version Date):	Further Amended and Restated Servicer Advance Early Reimbursement Mechanics Addendum (8/16/2010)
	This variance supersedes the previous three versions of the Servicer Advance Early Reimbursement Mechanics Addendum.
Description:	Fannie Mae will provide Servicer with early reimbursement of certain underlying servicing advances, and Fannie Mae will recoup such early reimbursement amounts from future recoveries.
	Following a transfer to the Servicer of the servicing on underlying loans, Fannie Mae will provide Servicer with early reimbursement for 100% of outstanding Schedule 1 Legacy Advances, provided Fannie Mae is able to identify and segregate such advances in a manner it deems satisfactory in its sole and absolute discretion, exercised in good faith.

Indicative Terms	See Summary of Indicative terms attached as Exhibit 1.
Termination	¨   After the Early Reimbursement Period (See Exhibit 1 for definition) is completed and the Aggregate Early Reimbursement Amount (See Exhibit 1 for definition) is zero.

Nationstar Mortgage LLC
By:	/s/ Gregory A. Oniu
	Title: SVP
	Date: 8/16/10
Fannie Mae
By:	/s/ Leslie Peeler
	Title: VP, Special Assets
	Date: 8/17/10

1

Exhibit 1 (as further amended and restated as of 8/13/2010)

This Exhibit shall supersede all previous versions.

EARLY REIMBURSEMENT PERIOD: The period, during which Fannie Mae will make payments of Periodic Early Reimbursement Amounts (as defined below) in respect of Eligible Advances (as defined below), which will commence on the Closing Date and end on the earlier of:

1.	Disbursement of the Periodic Early Reimbursement Amount in December, 2010, subject to extension (or mutually agreed upon termination); or
2.	a Stop Event that is not waived by Fannie Mae.

	During the Early Reimbursement Period, Fannie Mae will make payments of Periodic Early Reimbursement Amounts at the direction of the Servicer. Following the termination of the Early Reimbursement Period, Fannie Mae will no longer be required to make payments of Periodic Early Reimbursement Amounts.
ELIGIBLE ADVANCES FOR EARLY REIMBURSEMENT:	Unless otherwise noted (none so noted) by specifying participating Servicer branch IDs, “Eligible Advance” shall include outstanding P&I Delinquency Advances (“P&I Delinquency Advance”), T&I Servicing Advances (“T&I Servicing Advance”), and other advances deemed to be Corporate Advances (“Corporate Advance”) (each, a “Servicing Advance”) made or required to be made by the Servicer pursuant to the Fannie Mae Servicing Guide (the “Guide”). T&I Servicing Advances on current mortgage loans serviced by the Servicer (“Mortgage Loans”) shall also be considered to be Eligible Advances.
	“Other Advances” shall mean T&I Servicing Advances and Corporate Advances. Other Advances must have been actually incurred by the Servicer.
	Servicing Advances may relate to loans held in MBS trusts (“MBS Servicing Advances”) or in Fannie Mae’s portfolio (“MRS Servicing Advances’). Funds relating to MBS Servicing Advances may not be commingled with those relating to MRS Servicing Advances.
	In addition to the Servicing Advances made by the Servicer, Other Advances and P&I Delinquency Advances shall also include (unless stated otherwise) any outstanding Servicing Advances made by Flagstar Capital Markets Corporation (the “Flagstar Legacy Advances”) or by any other servicer as listed on Schedule 1 (the “Schedule 1 Legacy Advances”) in connection with a servicing transfer to the Servicer. Each such advance shall be deemed a “Legacy Servicing Advance”. The parties by written agreement may add Legacy Advances to Schedule 1 from time to time, which Legacy Advances shall be deemed incorporated into this agreement.
	For purposes of this Exhibit, a Servicing Advance will remain outstanding until finally reimbursed, rejected or ineligible under the Guide, notwithstanding any interim financing assistance provided by Fannie Mae.
PERIODIC EARLY REIMBURSEMENT AMOUNT:	For any reporting cycle, an amount equal to the Funding Value of Eligible Advances, subject to the Early Reimbursement Amount Limit.
	If the Early Reimbursement Amount Limit is reached in a particular reporting cycle, Fannie Mae shall first fund P&I Delinquency Advances.

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	Any Early Reimbursement Amounts received by the Servicer pursuant to this Agreement, if such amounts relate to MBS Servicing Advances, shall first be used by the Servicer to repay any and all amounts the Servicer may have previously borrowed from extra collections (i.e. funds that were not due in the cycle in which they were collected) held by the Servicer on behalf of an MBS trust (such term to mean any outstanding Fannie Mae mortgage-related security that the Servicer is servicing or sub-servicing underlying Mortgage Loans for).
AGGREGATE EARLY REIMBURSEMENT AMOUNT:	As of any date of determination, the excess, if any, of (i) the total Periodic Early Reimbursement Amounts previously paid at the direction of the Servicer by Fannie Mae prior to such date over (ii) the aggregate, cumulative amount of Collections (as defined below) recouped by, Fannie Mae prior to such date.
FUNDING VALUE:	With respect to any Eligible Advance as of any date of determination, the product of (x) the outstanding balance of such Eligible Advance as of such date and (y) the applicable Early Reimbursement Rate.
EARLY REIMBURSEMENT RATE:	[***] of P&I Delinquency Advances
	Other Advances:
	[***] of T&I Servicing Advances
	[***] of Corporate Advances
	T&I Servicing Advances Early Reimbursement Rate and the Corporate Advances Early Reimbursement Rate:
	T&I Servicing Advances Early Reimbursement Rate and the Corporate Advances Early Reimbursement Rate will be subject to review by Fannie Mae on a quarterly basis. The first such quarterly review shall take place in March 2010 and any new value (either higher or lower than the current Early Reimbursement Rate) shall become effective for April 2010. In no event shall such Early Reimbursement Rates be less than [***] or greater than [***].
	Legacy Servicing Advances shall have an early reimbursement rate of 100% disbursed as set forth below under Ongoing Reconciliation Period.
EARLY REIMBURSEMENT AMOUNT LIMIT:	Fannie Mae’s obligation to make payment of Periodic Early Reimbursement Amounts will not exceed a maximum Aggregate Early Reimbursement Amount of $275,000,000 (three hundred seventy five million)
DEFICIENCY AMOUNT:	A Deficiency Amount shall exist on any date if, and to the extent that, on such date, the Aggregate Early Reimbursement Amount exceeds the Funding Value of all Eligible Advances. If a Deficiency Amount exists, the party that becomes aware of such event shall immediately notify the other party of the existence of any Deficiency Amount. Any such Deficiency Amount shall be cured by the Servicer within three business days from the Servicer becoming aware of the existence of a Deficiency Amount.
TRUST ACCOUNT:	“Trust Account” shall mean a trust account created by Fannie Mae in its name and under its control at U. S. Bank or another financial institution of Fannie Mae’s choosing. A Trust Account may relate to either MBS Servicing Advances or MRS Servicing Advances but not both.
	The Servicer hereby acknowledges and agrees that it has no right, title, interest or claim in or to any Trust Account or any funds or other assets therein (whether or not deposited by the Servicer), or any interest earned or accrued on the foregoing

^*** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission.

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	(notwithstanding anything to the contrary contained in the Guide or in any other agreement), all of which shall be the exclusive property of Fannie Mae, as Trustee for the respective MBS trusts or as Trustee for Single-Family Cash P&I Deposits, whichever are applicable.
INITIAL RECONCILIATION PERIOD:	In the first month of the Early Reimbursement Period, the Servicer will provide Fannie Mae the necessary information describing all outstanding Eligible Advances. Fannie Mae will conduct Due Diligence (“Due Diligence”) to determine the initial Early Reimbursement Amount and will distribute such Early Reimbursement Amount on September 10, 2009. As of the date of this Variance (“Variance”), such period has already occurred.
ONGOING RECONCILIATION PERIOD:	Beginning in the month of the Closing Date, the Servicer shall deliver reports aggregating and describing all P&I Delinquency Advances and Other Advances to Fannie Mae no later than the close of business on the day that is 5 business days prior to the Draft Date (as defined below) for such month (such date the “Report Date”). The report (the “Report”) will include information as detailed below under “REPORTS”.
	No later than the second business day following the Report Date, Fannie Mae will notify the Servicer of any discrepancies listed below:

(i)	between the sum of (i) Required P&I (as defined below) and (ii) any amounts deposited by Fannie Mae as Periodic Early Reimbursement Amounts over or under the total amount required by the Servicer to be remitted on the Draft Date; and
(ii)	between the (i) the sum of all reported loan-level P&I Delinquency Advances and (ii) the aggregate P&I Delinquency Advances requested by the Servicer.

No later than the second business day following the Report Date, Fannie Mae will notify the Servicer of any discrepancy regarding requested Other Advances.

On the business day each month prior to the first MBS P&I Draft Date (the “Draft Date”) published in Fannie Mae’s Master Servicing Reporting and Remitting Calendar, the following actions shall occur in parallel for MBS Servicing Advances and MRS Servicing Advances:

(i)

to the extent a Periodic Early Reimbursement Amount is required to be distributed, Fannie Mae shall deposit (such deposit shall be contingent on the fact that no discrepancy regarding the requested P&I Delinquency Advances remains outstanding, and further provided that no Stop Event has occurred, as set forth below) into the related Trust Account the Periodic Early Reimbursement Amount relating to the P&I Delinquency Advances for the related reporting cycle; and

(ii)

by 10:00 AM (Eastern Time) on such date, the Servicer shall deposit into the related Trust Account all remaining principal and interest required to be remitted on the Draft Date for all Fannie Mae MBS Mortgage Loans or portfolio (MRS) Mortgage Loans serviced by the Servicer, as the case may be, after deducting the Periodic Early Reimbursement Amount for P&I Delinquency Advances (such remaining amount being the “Required P&I” for each Trust Account).

4

On the business day immediately preceding the Draft Date, Fannie Mae shall wire (to the extent a Periodic Early Reimbursement Amount is required to be distributed) at the direction of the Servicer, the Periodic Early Reimbursement Amount for Other Advances (as reported by the Servicer on the Report and as reconciled by Fannie Mae subsequent to the Report Date) to the Servicer (to an account specified by the Servicer). Such wire shall be contingent on the fact that no discrepancy regarding the requested Other Advances or P&I Delinquency Advances remains outstanding, and further provided that no Stop Event has occurred, as set forth below.

On the Draft Date, Fannie Mae shall draft from the respective Trust Accounts, in lieu of the Servicer’s custodial account or accounts, the Required P&I and any amounts deposited by Fannie Mae as Periodic Early Reimbursement Amounts.

The Servicer shall deposit into the Collections Account on the Draft Date any principal and interest reported as “uncollected” on the Report, and received between the business day immediately preceding the Report Date and the Draft Date.

During and for one month after the Ongoing Reconciliation Period, Servicer shall also submit a report, no later than the 5th business day of the month, listing all loans that had been submitted for early reimbursement of P&I advances in the prior month and had become current by month’s end.

No later than the 7th business day of the following month, Fannie Mae will notify the Servicer of any material discrepancy between the P&I Delinquency Advances (as previously reported by the Servicer) and the amounts reflected in Fannie Mae’s internal systems of record. Such material discrepancies shall constitute a material Due Diligence issue and the Servicer and Fannie Mae will work in good faith to resolve any such material discrepancies.

Legacy Servicing Advances Disbursement Timing:

Flagstar Legacy Advances:

100% of P&I Delinquency Advances, 70% of T&I Servicing Advances, and 70% of Corporate Advances in the October 2009 cycle of the Ongoing Reconciliation Period.

30% of T&I Servicing Advances and 30% of Corporate Advances during the immediately subsequent monthly cycle in the Ongoing Reconciliation Period, upon the completion of a Due Diligence period as described below.

To the extent, Legacy Servicing Advances have not been disbursed as contemplated above, such Legacy Servicing Advances shall be disbursed during subsequent reporting cycles occurring in the Ongoing Reconciliation Period.

Schedule 1 Legacy Advances:

100% following the addition of a Schedule 1 Legacy Advance, which may include any or all of P&I Delinquency Advances, T&I Servicing Advances and Corporate Servicing Advances, as specified in Schedule 1., provided:

(i) Data available to Fannie Mae and the Servicer allow Fannie Mae to identify and segregate the DMI Legacy Advances in a manner it deems satisfactory in its sole and absolute discretion, exercised in good faith; and

5

(ii) The Legacy Advance consist entirely of Servicing Advances of the type or types specified in the Fannie Mae EAF Data Dictionary..

REPORTS: The Servicer shall provide separate Reports during the Ongoing Reconciliation Period for MBS and portfolio (MRS) Mortgage Loans. The Report will aggregate data at the Servicer level for all branches and include the following (such information to be provided as of the business day immediately preceding the Report Date):

• Loan-level and total amount requested for scheduled monthly P&I as yet uncollected, including amounts relating to scheduled P&I previously remitted through a Rapid Payment Method (as such term is defined in the Guide);

• Amount to be deposited by the Servicer as Required P&I; and

• Loan-level and total funding requested for all T&I Servicing Advances and Corporate Advances since the prior Report.

	As soon as feasible, the Servicer will endeavor to provide the Report using the data formats described in the existing version of the Fannie Mae EAF Data Dictionary provided to the Servicer by Fannie Mae. After November 30, 2010, no Periodic Early Reimbursement Amount will be available unless and until the Servicer has submitted an acceptable Report using such formats. In the future, Fannie Mae may revise the EAF Dictionary from time to time in a commercially reasonable manner.
	For the duration of this Variance, the Servicer shall also provide a daily report of all transactions for which a Collection occurs and the related deposits to the Collection Account.
COLLECTIONS ACCOUNT OVER COLLECTION:	All collections and reimbursements related to outstanding Eligible Advances received on the related mortgage loans by the Servicer from Fannie Mae, from mortgagors, or as liquidation proceeds or other recoveries (in the aggregate, the “Collections”) must be deposited by the Servicer within 48 hours of receipt into a Collections Account established by Fannie Mae and under Fannie Mae’s control, subject to the following:

(i)	During the Early Reimbursement Period, the Servicer may retain any Collections in excess of the Periodic Early Reimbursement Amount outstanding on the related loan; and
(ii)	During the (i) period between December 31, 2010 and June 30, 2012 or (ii) the completion of the eighteen month period after the occurrence of a Stop Event (as applicable), the Servicer may retain any Collections in excess of the Aggregate Early Reimbursement Amount.

However, following the occurrence of, and during the continuance of, a Stop Event that has not been waived by Fannie Mae, clauses (i) and (ii) above shall not apply and further, all reimbursements of Eligible Advances due from Fannie Mae shall be deposited directly into the Collections Account by Fannie Mae.

If the amount in the Collections Account exceeds the Aggregate Early Reimbursement Amount (“Over Collection”), then simultaneously with the payment of the Periodic Early Reimbursement Amount, the Over Collection amount shall be applied to reduce the aggregate Early Reimbursement Amount

6

	outstanding. Any amount by which the Over Collection exceeds the Aggregate Early Reimbursement Amount will be returned to the Servicer.
MONTHLY SETTLEMENTS / SETTLEMENT DATES:	On the 3rd business day of each calendar month, Fannie Mae will draft, from an account designated by the Servicer, the Early Reimbursement Compensation and any Deficiency Amount. Fannie Mae shall, by e-mail, inform the Servicer of the amount of such draft. Such date, each month, shall be deemed a “Settlement Date”.
	In the event that insufficient amounts are available to pay the Early Reimbursement Compensation, then Fannie Mae shall withdraw an amount equal to such outstanding Early Reimbursement Compensation directly from the Collections Account prior to the calculation of the Periodic Early Reimbursement Amount for that month. Such withdrawal will not void the occurrence of a Stop Event.
	Following the occurrence of, and during the continuance of, a Stop Event that has not been waived by Fannie Mae, Settlement Dates shall occur with such frequency (i.e., weekly or daily) as Fannie Mae shall direct.
EARLY REIMBURSEMENT COMPENSATION:	In consideration for receiving P&I Delinquency Advances and early reimbursement of Other Advances, the Servicer will pay Fannie Mae a monthly compensation amount equal to, with respect to the Aggregate Early Reimbursement Amount and any Settlement Date, the aggregate amount obtained by daily application of the Compensation Rate to the amount of the Aggregate Early Reimbursement Amount on a 360 day per year basis for the actual number of days elapsed since the prior Settlement Date. The Servicer will pay the Early Reimbursement Compensation to Fannie Mae on each Settlement Date from its corporate funds.
COMPENSATION RATE:	[***] basis points over One-Month LIBOR. LIBOR will be set as of the last business day of the second month preceding the month in which the Settlement Date occurs. (For example, if the Settlement Date is August 3rd, LIBOR will be as of the last business day in June.)
AMENDMENT FEE:	0.500% of the Early Reimbursement Amount Limit, payable on the Closing Date and on the next business day after the Early Reimbursement Amount Limit is increased. The Amendment Fee shall be pro-rated on a monthly basis for any contract period less than 12 months. In the event this agreement is extended before its scheduled expiration, any unused portion of the Amendment Fee will be credited against any future Amendment Fee due from the Servicer.
CLOSING DATE:	August 16, 2010
RECOUPMENT:	Periodic Early Reimbursement Amounts shall be recouped by Fannie Mae primarily through Collections, however the Servicer can pay any or all outstanding amounts due at any time with corporate funds, and is obligated to pay, if applicable, the outstanding Aggregate Early Reimbursement Amount on or prior to the earlier of (i) June 30, 2012 or (ii) the completion of the eighteen month period after the occurrence of a Stop Event.
STOP EVENTS:	Unless otherwise waived by Fannie Mae, Stop Events are as follows:

1.	Failure of the Servicer to pay any Early Reimbursement Compensation amount or any Deficiency Amount when due.
2.	Servicer ceases to be an approved Fannie Mae Servicer.

^*** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission.

7

3.	Occurrence of a change of the Servicer’s Organization as set forth in the Fannie Mae Servicing Guide Part I, Chapter 2, Section 204.
4.	Failure to resolve a material Due Diligence issue within 30 business days of notification, unless the parties mutually agree to extend such cure period (e.g. Due Diligence issues may include, but are not limited to, issues with the funds in the Collections Account or the making of non-permissible servicing advances). In addition, Fannie Mae has the option to suspend funding of Periodic Early Reimbursement Amounts while a material Due Diligence issue remains unresolved, even if no Stop Event has occurred. Fannie Mae will work in good faith to determine materiality of Due Diligence issues.
5.	Insolvency, Receivership or Bankruptcy of the Servicer, as established by a court of competent jurisdiction.
6.	Failure of Servicer to submit the required reporting (and not cured within 5 business days).
7.	Breaches of representations, warranties, covenants (not cured after a period of time).
8.	Event of Default under the Master Agreement or the Mortgage Selling and Servicing Contract, as applicable, which has not been cured as may be allowed under such agreement or contract, if applicable.
9.	Failure by the Servicer to deposit into the Trust Account, Required P&I on the business day immediately prior to the Draft Date; provided, however, that such failure shall be subject to a cure period of one business day; provided, further, however, that such cure period shall be unavailable if such failure occurs more than once in any four-month period or more than twice in any twelve-month period.

	If a Stop Event occurs and is not waived by Fannie Mae, the Early Reimbursement Period is terminated.
DUE DILIGENCE REQUIREMENTS:	Fannie Mae has the right to perform Due Diligence activities related to Eligible Advances and Periodic Early Reimbursement Amounts prior to the Closing Date and at any such time thereafter. Within 10 business days of Fannie Mae’s (or its agent’s) request, the Servicer is required to provide reasonable accommodations including documentation, system access, the results of Servicer’s own internal review and assessments, and on site review. Failure of the Servicer to provide such accommodations would be considered a material Due Diligence issue and will be a Stop Event.
	Unless otherwise waived by Fannie Mae, Fannie Mae has the option to suspend funding of Early Reimbursement Amounts while any material Due Diligence issue remains unresolved.
	In the event non-material issues are discovered during the Due Diligence process, the Servicer will be notified in writing by Fannie Mae or its agent and will have a reasonable amount of time to cure such issues.
	The Servicer shall pay for all amounts for initial Due Diligence (as billed by a third party due diligence provider) and Fannie Mae shall pay for any other additional due diligence.
	As part of the funding of Flagstar Legacy Servicing Advances, Fannie Mae shall have the opportunity to conduct any additional Due Diligence it deems necessary. 30% of the funding for such Legacy Servicing Advances shall occur subsequent to the Due Diligence on such advances.

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SERVICING TRANSFER:	Unless consented to in writing by Fannie Mae, no loan serviced on behalf of Fannie Mae with respect to any outstanding Eligible Advance shall be transferred to another Servicer unless such Eligible Advance is collected and the related Periodic Early Reimbursement Amounts deposited into the Collections Account or the Servicer makes a payment equal to such outstanding amounts.
FANNIE MAE SERVICING REQUIREMENTS:	Except as specifically set forth in this Variance, entering into this Variance does not alter or diminish any obligations or duties required of the Servicer according to the Fannie Mae Selling and Servicing Guides or the Mortgage Selling and Servicing Contract.
ASSIGNMENT:	Neither Fannie Mae nor the Servicer may assign, transfer or participate its rights under this Variance.
TERMINATION:	After the Early Reimbursement Period is completed and the Aggregate Early Reimbursement Amount is zero, this Variance shall terminate.

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SCHEDULE 1: LEGACY ADVANCES

	Nature of Advances
Original Advancing Servicer	Added	Date Added
Dovenmuehle Mortgage Inc.	T&I Servicing Advances Corporate Advances	August 16, 2010
NHSA	T&I Servicing Advances Corporate Advances	July 31, 2010
NHSA	T&I Servicing Advances Corporate Advances	August 31, 2010
NHSA	T&I Servicing Advances Corporate Advances	September 30, 2010
Construction Company	T&I Servicing Advances Corporate Advances	July 31, 2010 (trailing loans to follow)
Independence Federal Saving Bank	T&I Servicing Advances Corporate Advances	August 31, 2010
First Florida Funding Corp	T&I Servicing Advances Corporate Advances	August 31, 2010

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ATTACHMENT A REMOVED AND REPLACED BY REREFERENCE TO
THE FANNIE MAE EAF DATA DICTIONARY

11

EX-10.2

Exhibit 10.2

CONFIDENTIAL TREATMENT REQUESTED

FIFTH AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

Dated as of January 27, 2010

Between:

THE ROYAL BANK OF SCOTLAND PLC, as Buyer,

and

NATIONSTAR MORTGAGE LLC, as Seller

TABLE OF CONTENTS

1.	APPLICABILITY	1
2.	DEFINITIONS AND ACCOUNTING MATTERS	1
3.	THE TRANSACTIONS	21
4.	PAYMENTS; COMPUTATION; COMMITMENT FEES	24
5.	TAXES; TAX TREATMENT	24
6.	MARGIN MAINTENANCE	26
7.	INCOME PAYMENTS	26
8.	SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT	27
9.	CONDITIONS PRECEDENT	30
10.	RELEASE OF PURCHASED ASSETS	34
11.	RELIANCE	34
12.	REPRESENTATIONS AND WARRANTIES	34
13.	COVENANTS OF SELLER	38
14.	REPURCHASE DATE PAYMENTS	47
15.	REPURCHASE OF PURCHASED ASSETS	47
16.	SUBSTITUTION	47
17.	RESERVED	48
18.	EVENTS OF DEFAULT	48
19.	REMEDIES	50
20.	DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE	53
21.	NOTICES AND OTHER COMMUNICATIONS	53
22.	USE OF EMPLOYEE PLAN ASSETS	53
23.	INDEMNIFICATION AND EXPENSES	53
24.	WAIVER OF REDEMPTION AND DEFICIENCY RIGHTS	55
25.	REIMBURSEMENT	55
26.	FURTHER ASSURANCES	55
27.	TERMINATION	55
28.	SEVERABILITY	55
29.	BINDING EFFECT; GOVERNING LAW	56
30.	AMENDMENTS	56
31.	SUCCESSORS AND ASSIGNS	56
32.	SURVIVAL	56
33.	CAPTIONS	56
34.	COUNTERPARTS	56
35.	SUBMISSION TO JURISDICTION; WAIVERS	56
36.	WAIVER OF JURY TRIAL	57
37.	ACKNOWLEDGEMENTS	57
38.	HYPOTHECATION OR PLEDGE OF PURCHASED ITEMS	57
39.	ASSIGNMENTS; PARTICIPATIONS	58
40.	SINGLE AGREEMENT	59

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41.	INTENT	59
42.	CONFIDENTIALITY	59
43.	SERVICING	60
44.	PERIODIC DUE DILIGENCE REVIEW	61
45.	SET-OFF	61
46.	AMENDMENT AND RESTATEMENT	62
47.	ENTIRE AGREEMENT	62

SCHEDULES
SCHEDULE 1	Representations and Warranties
SCHEDULE 2	Filing Jurisdictions and Offices
SCHEDULE 3	Relevant States
SCHEDULE 4	Subsidiaries
EXHIBITS
EXHIBIT A	Forms of Quarterly Certifications
EXHIBIT B	Form of Trade Assignment
EXHIBIT C	Form of Participation Certificate
EXHIBIT D	Form of Transaction Notice
EXHIBIT E	Underwriting Guidelines
EXHIBIT F	Required Fields for Servicing Transmission
EXHIBIT G	Required Fields for Asset Schedule
EXHIBIT H	Form of Confidentiality Agreement
EXHIBIT I	Form of Instruction Letter
EXHIBIT J	Form of Master Netting Agreement

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     FIFTH AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of January 27, 2010, between Nationstar Mortgage LLC, a Delaware limited liability company as seller (“Seller”) and The Royal Bank of Scotland plc (as assignee of RBS Financial Products, Inc.) (“Buyer”, which term shall include any “Principal” as defined and provided for in Annex I), or as agent pursuant hereto (“Agent”).

PRELIMINARY STATEMENTS

          A. Seller and Buyer are parties to a Fourth Amended and Restated Master Repurchase Agreement dated as of April 6, 2009 (as amended, supplemented and otherwise modified from time to time, the “Existing Agreement”).

          B. Seller has requested that Buyer consent to the amendment and restatement of the Existing Agreement and in order to accommodate certain changes and modifications to the Existing Agreement, including changes to the Assets to be purchased and sold hereunder.

          C. Upon the Effective Date of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement, and this Agreement shall supersede the Existing Agreement in all respects.

          D. Subject to the terms and conditions herein contained, the parties hereby agree to amend and restate the terms and conditions of the Existing Agreement in their entirety as follows:

1. APPLICABILITY

     Buyer shall, from time to time, upon the terms and conditions set forth herein, agree to enter into transactions in which Seller transfers to Buyer Eligible Loans or 100% beneficial interests in Eligible Loans evidenced by Eligible Participation Certificates, which are then exchanged for Eligible Securities, against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller Purchased Assets at a date certain, against the transfer of funds by Seller. Each such transaction shall be referred to herein as a “Transaction”, and, unless otherwise agreed in writing, shall be governed by this Agreement.

2. DEFINITIONS AND ACCOUNTING MATTERS

     (a) Defined Terms. As used herein, the following terms have the following meanings (all terms defined in this Section 2 or in other provisions of this Agreement in the singular to have the same meanings when used in the plural and vice versa):

     “Accepted Servicing Practices” shall mean with respect to any Loan, the normal and customary practice of Seller utilized to service mortgage loans of the same type as the Loans in the jurisdiction where the related Mortgaged Property is located, and which are in accordance with the requirements of the Agency Guidelines, applicable law, FHA Regulations and VA Regulations and the requirements of any private mortgage insurer so that the FHA Mortgage Insurance, VA guarantee or any other applicable insurance or guarantee in respect of any Loan is not voided or reduced, as applicable, and in a manner at least equal in quality to the servicing Seller or Seller’s designee provides to mortgage loans which they own in their own portfolio.

     “Additional Purchased Assets” shall have the meaning specified in Section 6(a) hereof.

     “Adjustable Rate Loan” shall mean a Loan which provides for the adjustment of the Mortgage Interest Rate payable in respect thereto.

     “Adjustment Date” shall mean with respect to each Adjustable Rate Loan, the date set forth in the related Note on which the Mortgage Interest Rate on the Loan is adjusted in accordance with the terms of the Note.

     “Affiliate” shall mean, with respect to any Person, any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” (together with the correlative meanings of “controlled by” and “under common control with”) means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.

     “Agency” shall mean Freddie Mac, Fannie Mae, Ginnie Mae, FHA or VA, as applicable.

     “Agency Audit” shall mean any Agency and HUD audits, examinations, evaluations, monitoring reviews and reports of its origination and servicing operations (including those prepared on a contract basis for any such Agency).

     “Agency Eligible Loan” shall mean a Loan that is originated in Strict Compliance with the Agency Guidelines and the eligibility requirements specified for the applicable Agency Program, and is either (i) eligible for sale to, or securitization by, Fannie Mae, Freddie Mac or Ginnie Mae or (ii) is an FHA Loan or a VA Loan.

     “Agency Guidelines” shall mean the Ginnie Mae Guide, the Fannie Mae Guide, Freddie Mac Guide, FHA Regulations and/or the VA Regulations, as the context may require, in each case as such guidelines have been or may be amended, supplemented or otherwise modified from time to time (i) by Ginnie Mae, Fannie Mae, Freddie Mac, FHA or VA, as applicable, in the ordinary course of business and, with respect to material amendments, supplements or other modifications, as to which Buyer shall not have reasonably objected within ten (10) days of receiving notice of such or (ii) by Ginnie Mae, Fannie Mae, Freddie Mac, FHA or VA, as applicable, at the request of Seller and as to which (x) Seller has given notice to Buyer of any such material amendment, supplement or other modification and (y) Buyer shall not have reasonably objected within ten (10) days of receiving notice of such.

     “Agency Program” shall mean the Ginnie Mae Program, the Fannie Mae Program and/or the Freddie Mac Program, as the context may require.

     “Agency Takeout Loan” shall mean a Loan that is an Agency Eligible Loan (other than an Early Purchase Program Loan) and is subject to a Takeout Commitment of the kind described in clause (a) of the definition of “Takeout Commitment.”

     “Agent” shall have the meaning set forth in the preamble to this Agreement.

     “Agreement” shall mean this Fifth Amended and Restated Master Repurchase Agreement (including all exhibits, schedules and other addenda hereto or thereto), as supplemented by the Fifth Amended and Restated Pricing Side Letter, together with all amendments, modifications, supplements and restatements thereto.

     “ALTA” shall mean the American Land Title Association.

     “Applicable Agency Schedule” shall have the meaning assigned thereto in Section 3(i) hereof.

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     “Applicable Margin” shall have the meaning set forth in the Pricing Side Letter.

     “Appraised Value” shall mean the value set forth in an appraisal made in connection with the origination or subsequent servicing of the related Loan as the value of the Mortgaged Property.

     “Approvals” shall mean, with respect to Seller, the approvals given by the applicable Agency in designation of Seller as a Ginnie Mae approved issuer, a Ginnie Mae approved servicer, an FHA-approved mortgagee, a VA-approved lender, a Fannie Mae approved lender or a Freddie Mac approved Seller/Servicer, as applicable, in good standing.

     “Approved Title Insurance Company” shall have the meaning set forth in the Custodial Agreement.

     “Asset” shall mean a Loan or 100% beneficial interest in a Loan that is a Related Loan, a Participation Certificate, or a Security, as the context may require.

     “Asset Schedule” shall mean the list of Purchased Assets or Assets proposed to be purchased by Buyer that will be delivered in hard copy or electronic format to Buyer and shall incorporate the fields identified on Exhibit G and any other information required by Buyer and any other additional information to be provided pursuant to the Custodial Agreement.

     “Assignment of Mortgage” shall mean, with respect to any Mortgage, an assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the assignment of the Mortgage to Buyer.

     “Attorney Bailee Letter” shall have the meaning assigned to such term in the Custodial Agreement.

     “Bankruptcy Code” shall mean Title 11 United States Code, Section 101 et seq., as amended from time to time.

     “Best’s” shall mean Best’s Key Rating Guide, as the same shall be amended from time to time.

     “Best Execution Loan” shall mean a Loan, which is not subject to a valid and binding Takeout Commitment, which is not Delinquent, and which is subject to a hedging agreement with Buyer or an Affiliate of Buyer.

     “Business Day” shall mean any day other than (i) a Saturday or Sunday, (ii) a day on which the New York Stock Exchange, the Federal Reserve Bank of New York, the Custodian’s offices, banking and savings and loan institutions in the State of New York, Connecticut or Texas, the City of New York or the city or state in which the Custodian’s offices are located are closed, or (iii) a day on which trading in securities on the New York Stock Exchange or any other major securities exchange in the United States is not conducted.

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

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     “Cash Equivalents” shall mean (a) securities with maturities of ninety (90) days or less from the date of acquisition issued or fully guaranteed or insured by the United States Government or any agency thereof, (b) certificates of deposit and eurodollar time deposits with maturities of ninety (90) days or less from the date of acquisition and overnight bank deposits of any commercial bank having capital and surplus in excess of $500,000,000, (c) repurchase obligations of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than seven (7) days with respect to securities issued or fully guaranteed or insured by the United States Government, (d) commercial paper of a domestic issuer rated at least A-1 or the equivalent thereof by Standard and Poor’s Ratings Group (“S&P”) or P-1 or the equivalent thereof by Moody’s Investors Service, Inc. (“Moody’s”) and in either case maturing within ninety (90) days after the day of acquisition, (e) securities with maturities of ninety (90) days or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s, (f) securities with maturities of ninety (90) days or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the requirements of clause (b) of this definition or, (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition.

     “Change of Control” shall mean, with respect to Seller, the acquisition by any other Person, or two or more other Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended) of outstanding shares of voting stock of such Seller at any time if, after giving effect to such acquisition, Fortress Investment Group LLC and its Affiliates do not own, directly or indirectly, more than fifty percent (50%) of such outstanding voting stock.

     “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

     “Collection Account” shall mean the following account established by Seller in accordance with Section 13(ii) for the benefit of Buyer, “Nationstar Mortgage LLC in trust for Greenwich Capital Financial Products, Inc. — P&I account — Account # 727103996”.

     “Collection Account Control Agreement” shall mean the collection account control agreement dated as of February 29, 2008 among Buyer, Seller and JPMorgan Chase Bank, National Association, in form and substance acceptable to Buyer to be entered into with respect to the Collection Account, together with all amendments, modifications, supplements and restatements thereto.

     “Commitment Fee” shall have the meaning assigned to it in Section 4(c).

     “Commitment Fee Amount” shall have the meaning assigned thereto in the Pricing Side Letter.

     “Confirmation” shall have the meaning assigned thereto in Section 3(a) hereof.

     “Contractual Obligation” shall mean as to any Person, any material provision of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound or any material provision of any security issued by such Person.

     “Conversion Date” shall mean, with respect to a Purchased Participation Certificate, the date on which Buyer releases its rights, title and interest in the Related Loans and the Related Security is registered as a book-entry security in the name of the Depository.

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     “Corporate Loan” shall mean each loan made by Buyer to Seller pursuant to the Corporate Loan Agreement.

     “Corporate Loan Agreement” shall mean that certain Third Amended and Restated Loan Agreement, dated as of January 27, 2010, between Buyer and Seller, together with all amendments, modifications, supplements and restatements thereto.

     “Custodial Agreement” shall mean the Amended and Restated Custodial Agreement, dated as of January 27, 2010, among Seller, Buyer, and Custodian, together with all amendments, modifications, supplements and restatements thereto.

     “Custodian” shall mean The Bank of New York Mellon Trust Company, N.A., or its successors and permitted assigns, or any successor custodian appointed by the Buyer and Seller to act as custodian under this Agreement.

     “Custodian Loan Transmission” shall have the meaning assigned thereto in the Custodial Agreement.

     “Default” shall mean an Event of Default or any event, that, with the giving of notice or the passage of time or both, would become an Event of Default.

     “Delinquent” shall mean, with respect to a Loan, that a Monthly Payment due thereon is not made by the close of business on the Due Date. The number of days that a Loan is deemed Delinquent shall be determined by reference to the Mortgage Bankers Association calculation of delinquency.

     “Depository” shall have the meaning set forth in the glossary of the Ginnie Mae Guide, the Fannie Mae Guide or the Freddie Mac Guide, as applicable.

     “Dollars” or “$” shall mean lawful money of the United States of America.

     “Dry Loan” shall mean a Loan which is underwritten in accordance with the Underwriting Guidelines and as to which the related Mortgage File contains all required Loan Documents.

     “Due Date” shall mean the day of the month on which the Monthly Payment is due on a Loan, exclusive of any days of grace.

     “Due Diligence Review” shall mean the performance by Buyer of any or all of the reviews permitted under Section 44 hereof with respect to any or all of the Assets or the Seller or related parties, as desired by Buyer from time to time.

     “Early Purchase Program Loan” shall mean a Loan identified as an Early Purchase Program Loan on the related Asset Schedule that is an Agency Eligible Loan subject to a Takeout Commitment of the kind described in clause (c) of the definition of “Takeout Commitment,” and as to which 100% of the beneficial interests therein are evidenced by a Participation Certificate.

     “Effective Date” shall mean the date upon which the conditions precedent set forth in Section 9(a) have been satisfied.

     “Electronic Tracking Agreement” shall mean the electronic tracking agreement, together with all amendments, modifications, supplements and restatements thereto, among RBS Financial Products Inc. (f/k/a Greenwich Capital Financial Products, Inc.), Seller, MERSCORP, Inc. and MERS, in form and

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substance acceptable to Buyer to be entered into in the event that any of the Loans become MERS Loans; provided that if no Loans are or will be MERS Loans, all references herein to the Electronic Tracking Agreement shall be disregarded.

     “Electronic Transmission” shall mean the delivery of information in an electronic format acceptable to the applicable recipient thereof. An Electronic Transmission shall be considered written notice for all purposes hereof (except when a request or notice by its terms requires execution).

     “Eligible Asset” shall mean an Eligible Loan, an Eligible Participation Certificate and/or an Eligible Security, as the context may require.

     “Eligible Loan” shall have the meaning assigned thereto in the Pricing Side Letter.

     “Eligible Participation Certificate” shall mean a Participation Certificate (i) that represents a 100% beneficial interest in a pool of Eligible Loans that are Early Purchase Program Loans (together with all related Servicing Rights), (ii) that is sufficient for Seller to issue and Ginnie Mae to guarantee, or for Seller to sell and Fannie Mae or Freddie Mac to issue, the Related Security in the amount and with the terms described in the related Takeout Commitment, and (iii) as to which the Takeout Price set forth in the related Takeout Commitment is for an amount that is less than the outstanding Repurchase Price for such Participation Certificate. No Participation Certificate shall be an Eligible Participation Certificate if such Participation Certificate has been subject to Transactions for more than six (6) Business Days (whether or not consecutive).

     “Eligible Security” shall mean a Security that is a Related Security (i) as to which the representations and warranties in Schedule 1 of the Agreement are true and correct, (ii) that is issued on the Conversion Date in Strict Compliance with the applicable Agency Guidelines, (iii) for which a CUSIP has been issued and provided to Buyer, (iv) that is backed solely by Eligible Loans that are Early Purchase Program Loans that were subject to Transactions immediately prior to the issuance of the Security, (v) that is delivered in a manner sufficient to cause Buyer to have a perfected, first priority security interest in, and to be the “entitlement holder” (as defined in Section 8-102(a)(7) of the Uniform Commercial Code of, such Security, (vi) for which the Conversion Date occurs prior to the related Settlement Date, and (vii) that is purchased by the Takeout Investor on the related Security Settlement Date.

     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

     “ERISA Affiliate” shall mean any entity, whether or not incorporated, that is a member of any group of organizations described in Section 414(b), (c), (m) or (o) of the Code of which Seller is a member.

     “Escrow Payments” shall mean, with respect to any Loan, the amounts constituting ground rents, taxes, assessments, water charges, sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, condominium charges, and any other payments required to be escrowed by the Mortgagor with the Mortgagee pursuant to the terms of any Note or Mortgage or any other document.

     “Event of Default” shall have the meaning provided in Section 18 hereof.

     “Exception” shall have the meaning assigned thereto in the Custodial Agreement.

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     “Exception Report” shall mean the exception report prepared by the Custodian pursuant to the Custodial Agreement.

     “Fannie Mae” shall mean Fannie Mae or any successor thereto.

     “Fannie Mae Guide” shall mean the Fannie Mae MBS Selling and Servicing Guide, as such Guide may hereafter from time to time be amended.

     “Fannie Mae Program” shall mean the Fannie Mae Guaranteed Mortgage-Backed Securities Programs, as described in the Fannie Mae Guide.

     “Federal Funds Rate” shall mean, for any period, a fluctuating interest rate equal, for each day during such period, to the weighted average of the rates on overnight federal funds transaction with members of the Federal Reserve System arranged by federal funds brokers, as published for such day in the Wall Street Journal and quoted in the Federal Reserve Statistical Release (H.15).

     “FHA” shall mean the Federal Housing Administration, an agency within HUD, or any successor thereto and including the Federal Housing Commissioner and the Secretary of Housing and Urban Development where appropriate under the FHA Regulations.

     “FHA Act” shall mean the Federal Housing Administration Act, codified in 24 Code of Federal Regulations, and eligible to own and service mortgage loans such as the FHA Loans.

     “FHA Loans” means an Eligible Loan that is the subject of an FHA Mortgage Insurance Contract, which shall include FHASecure mortgage loans (a refinancing option sponsored by the FHA that gives homeowners, with non-FHA adjustable rate mortgages, the ability to refinance into a FHA-insured mortgage pursuant to the criteria established by the FHA).

     “FHA Mortgage Insurance” shall mean mortgage insurance authorized under Sections 203(b), 213, 221(d)(2), 222, and 235 of the Act and provided by the FHA.

     “FHA Mortgage Insurance Contract” shall mean the contractual obligation of the FHA respecting the insurance of a Loan.

     “FHA Regulations” shall mean regulations promulgated by HUD under the FHA Act, codified in 24 Code of Federal Regulations, and other HUD issuances relating to FHA Loans, including the related handbooks, circulars, notices and mortgagee letters.

     “FIF HE Corporate Loan Agreement Guaranty” shall mean the Guarantee, dated as of February 29 2008, made by the FIF HE Guarantor in favor of the Buyer with respect to the Seller’s obligations under the Corporate Loan Agreement, as amended, further supplemented or otherwise modified from time to time. For the avoidance of doubt, the FIF HE Corporate Loan Agreement Guaranty shall terminate upon the satisfaction in full by the Seller of its obligations under the Corporate Loan Agreement.

     “FIF HE Guarantor” shall mean, collectively, FIF HE Holdings LLC, a Delaware limited liability company, FIF HE Holdings LLC, acting with respect to Series 1 thereof and FIF HE Holdings LLC, acting with respect to Series 2 thereof.

     “FIF HE Guaranty” shall mean, collectively (i) the FIF HE Repurchase Agreement Guaranty, and (ii) the FIF HE Corporate Loan Agreement Guaranty.

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     “FIF HE Repurchase Agreement Guaranty” shall mean the Amended and Restated Guarantee, dated as of February 29 2008, made by the FIF HE Guarantor in favor of the Buyer with respect to the Seller’s Obligations under this Agreement, as amended, further supplemented or otherwise modified from time to time. For the avoidance of doubt, the FIF HE Repurchase Agreement Guaranty shall terminate upon the earlier of the satisfaction in full by the Seller of (i) its obligations under the Corporate Loan Agreement and (ii) the Obligations under this Agreement.

     “First Lien” shall mean with respect to each Mortgaged Property, the lien of the mortgage, deed of trust or other instrument securing a mortgage note which creates a first lien on the Mortgaged Property

     “Fortress Guarantors” shall mean each of Fortress Investment Fund III LP, Fortress Investment Fund III (Fund B) LP, Fortress Investment Fund III (Fund C) LP, Fortress Investment Fund III (Fund D) LP, Fortress Investment Fund III (Fund E) LP, Fortress Investment Fund IV (Fund A) LP, Fortress Investment Fund IV (Fund B) LP, Fortress Investment Fund IV (Fund C) LP, Fortress Investment Fund IV (Fund D) LP, Fortress Investment Fund IV (Fund E) LP, Fortress Investment Fund IV (Fund F) LP and Fortress Investment Fund IV (Fund G) LP.

     “Fortress Guaranty” shall mean the Guaranty, dated as of February 29, 2008, made by the Fortress Guarantors in favor of the Buyer, together with all amendments, modifications, supplements and restatements thereto. For the avoidance of doubt, the Fortress Guaranty shall terminate upon the satisfaction in full by the Seller of its obligations under the Corporate Loan Agreement.

     “Freddie Mac” shall mean Freddie Mac, or any successor thereto.

     “Freddie Mac Guide” shall mean the Freddie Mac Sellers’ and Servicers’ Guide, as such Guide may hereafter from time to time be amended.

     “Freddie Mac Program” shall mean the Freddie Mac Home Mortgage Guarantor Program or the Freddie Mac FHA/VA Home Mortgage Guarantor Program, as described in the Freddie Mac Guide.

     “GAAP” shall mean generally accepted accounting principles in effect from time to time in the United States of America.

     “Ginnie Mae” shall mean the Government National Mortgage Association and its successors in interest, a wholly-owned corporate instrumentality of the government of the United States of America.

     “Ginnie Mae Guide” shall mean the Ginnie Mae Mortgage-Backed Securities Guide I or II, as such Guide may hereafter from time to time be amended.

     “Ginnie Mae Program” shall mean the Ginnie Mae Mortgage-Backed Securities Programs, as described in the Ginnie Mae Guide.

     “Governmental Authority” shall mean with respect to any Person, any nation or government, any state or other political subdivision, agency or instrumentality thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over such Person, any of its Subsidiaries or any of its properties.

     “Gross Margin” shall mean with respect to each Adjustable Rate Loan, the fixed percentage amount set forth in the related Note and the Asset Schedule that is added to the Index on each Adjustment Date in accordance with the terms of the related Note to determine the new Mortgage Interest Rate for such Loan.

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     “Guarantee” shall mean, as to any Person, any obligation of such Person directly or indirectly guaranteeing any Indebtedness of any other Person or in any manner providing for the payment of any Indebtedness of any other Person or otherwise protecting the holder of such Indebtedness against loss (whether by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, or to take-or-pay or otherwise), provided that the term “Guarantee” shall not include (i) endorsements for collection or deposit in the ordinary course of business, or (ii) obligations to make servicing advances for delinquent taxes and insurance, or other obligations in respect of a Mortgaged Property, to the extent required by the Buyer. The amount of any Guarantee of a Person shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith. The terms “Guarantee” and “Guaranteed” used as verbs shall have correlative meanings.

     “HUD” shall mean the Department of Housing and Urban Development, or any federal agency or official thereof which may from time to time succeed to the functions thereof with regard to FHA Mortgage Insurance. The term “HUD,” for purposes of this Agreement, is also deemed to include subdivisions thereof such as the FHA and Ginnie Mae.

     “Income” shall mean, with respect to any Purchased Asset at any time, any principal and/or interest thereon and all dividends, sale proceeds (including, without limitation, any proceeds from the securitization of any Purchased Asset or other disposition thereof) and other collections and distributions thereon (including, without limitation, any proceeds received in respect of mortgage insurance), but not including any commitment fees, origination fees and/or servicing fees accrued in respect of periods on or after the initial Purchase Date with respect to such Purchased Asset.

     “Indebtedness” shall mean, for any Person: (a) obligations created, issued or incurred by such Person for borrowed money (whether by loan, the issuance and sale of debt securities or the sale of Property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such Property from such Person); (b) obligations of such Person to pay the deferred purchase or acquisition price of Property or services, other than trade accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of business so long as such trade accounts payable are payable within ninety (90) days of the date the respective goods are delivered or the respective services are rendered; (c) indebtedness of others secured by a Lien on the Property of such Person, whether or not the respective indebtedness so secured has been assumed by such Person; (d) obligations (contingent or otherwise) of such Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for account of such Person; (e) Capital Lease Obligations of such Person; (f) obligations of such Person under repurchase agreements or like arrangements; (g) indebtedness of others Guaranteed by such Person; (h) all obligations of such Person incurred in connection with the acquisition or carrying of fixed assets by such Person; (i) indebtedness of general partnerships of which such Person is a general partner; and (j) any other indebtedness of such Person by a note, bond, debenture or similar instrument.

     “Index” shall mean with respect to each Adjustable Rate Loan, the index identified on the related Asset Schedule and set forth in the related Note for the purpose of calculating the interest rate thereon.

     “Instruction Letter” shall mean a letter agreement between Seller and each Subservicer substantially in the form of Exhibit I attached hereto.

     “Insurance Proceeds” shall mean with respect to each Asset, proceeds of insurance policies insuring the Asset or the related Mortgaged Property.

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     “Interest Only Loan” shall mean a Loan which, by its terms, requires the related Mortgagor to make monthly payments of only accrued interest for a certain period of time following origination. After such interest-only period, the loan terms provide that the Mortgagor’s monthly payment will be recalculated to cover both interest and principal so that such Loan will amortize fully on or prior to its final payment date.

     “Interest Period” shall mean, with respect to any Transaction, the period commencing on the Purchase Date with respect to such Transaction and ending on the calendar day prior to the related Repurchase Date. Notwithstanding the foregoing, no Interest Period may end after the Termination Date.

     “Interest Rate Adjustment Date” shall mean with respect to each Adjustable Rate Loan, the date on which the Mortgage Interest Rate is adjusted, as set forth in the related Note and the Asset Schedule.

     “Interest Rate Protection Agreement” shall mean with respect to any or all of the Purchased Assets, any interest rate swap, cap or collar agreement or any other applicable hedging arrangements providing for protection against fluctuations in interest rates or the exchange of nominal interest obligations, either generally or under specific contingencies entered into by Seller and reasonably acceptable to Buyer.

     “Investment Company Act” shall mean the Investment Company Act of 1940, as amended, including all rules and regulations promulgated thereunder.

     “LIBO Base Rate” shall mean with respect to each day on which a Transaction is outstanding (or if such day is not a Business Day, the next succeeding Business Day), the rate per annum equal to the rate published by Bloomberg or if such rate is not available, the rate appearing on page Reuters Screen LIBOR01 Page as of 11:00 a.m. (London time) on such date (rounded up to the nearest whole multiple of 1/16%), as one-month LIBOR on such date, and if such rate shall not be so quoted, the rate per annum at which Buyer is offered Dollar deposits at or about 11:00 A.M., New York City time, on such date by prime banks in the interbank eurodollar market where the eurodollar and foreign currency and exchange operations in respect of its Transactions are then being conducted for delivery on such day for a period of one month and in an amount comparable to the amount of the Transactions to be outstanding on such day.

     “LIBO Rate” shall mean with respect to each Interest Period pertaining to a Transaction, a rate (reset on a monthly basis) per annum determined by Buyer in its sole discretion in accordance with the following formula (rounded upwards to the nearest l/100th of one percent), which rate as determined by Buyer shall be conclusive absent manifest error by Buyer:

LIBO Base Rate

1.00 — LIBO Reserve Requirements

     The LIBO Rate shall be calculated on each Purchase Date and Repurchase Date commencing with the first Purchase Date.

     “LIBO Reserve Requirements” shall mean for any Interest Period for any Transaction, the aggregate (without duplication) of the rates (expressed as a decimal fraction) of reserve requirements applicable to the Buyer in effect on such day (including, without limitation, basic, supplemental, marginal and emergency reserves under any regulations of the Board of Governors of the Federal Reserve System or other Governmental Authority having jurisdiction with respect thereto), dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of such Board) maintained by a member bank of such Governmental Authority. As of the Effective Date, the LIBO Reserve Requirements shall be deemed to be zero.

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     “Lien” shall mean any mortgage, lien, pledge, charge, security interest or similar encumbrance.

     “Liquidity” shall mean with respect to the Seller, the sum of (i) its cash, plus (ii) its Cash Equivalents, plus (iii) the aggregate amount of unused capacity available to the Seller (taking into account applicable haircuts) under mortgage loan warehouse or servicer advance facilities for which the Seller has unencumbered eligible collateral to pledge thereunder.

     “Loan” shall mean a closed-end, fully funded First Lien loan secured by a mortgage on a one to four family residential property, together with the Servicing Rights thereon, which the Custodian has been instructed to hold for Buyer pursuant to the Custodial Agreement, and which Loan includes, without limitation, (i) a Note, the related Mortgage and all other Loan Documents and (ii) all right, title and interest of Seller in and to the Mortgaged Property covered by such Mortgage.

     “Loan Documents” shall have the meaning assigned to the term “Mortgage Loan Documents” in the Custodial Agreement.

     “Loan Pool” shall have the meaning assigned thereto in the Custodial Agreement.

     “Loan-to-Value Ratio” or “LTV” shall mean with respect to any Loan, the ratio expressed as a percentage of the outstanding principal amount of such Loan at the time of origination of such Loan to the lesser of (a) most recently obtained the Appraised Value of the related Mortgaged Property and (b) if the related Mortgage Loan was made to finance the acquisition of the related Mortgaged Property, the purchase price of the related Mortgaged Property.

     “Margin Call” shall have the meaning assigned thereto in Section 6(a) hereof.

     “Margin Deficit” shall have the meaning assigned thereto in Section 6(a) hereof.

     “Market Value” shall mean the value, determined on any date by Buyer in its sole reasonable discretion, taking into account customary factors, including without limitation, market factors where the Assets may be sold in their entirety to a single third-party purchaser. Buyer’s determination of Market Value shall be conclusive upon the parties, absent manifest error on the part of Buyer. Buyer shall have the right to mark to market the Assets on a daily basis which Market Value with respect to one or more of the Assets may be determined to be zero. Seller acknowledges that Buyer’s determination of Market Value is for the limited purpose of determining the value of Purchased Assets which are subject to Transactions hereunder without the ability to perform customary purchaser’s due diligence and is not necessarily equivalent to a determination of the fair market value of the Assets achieved by obtaining competing bids in an orderly market in which the originator/servicer is not in default under a revolving debt facility and the bidders have adequate opportunity to perform customary loan and servicing due diligence. The Market Value shall be deemed to be zero with respect to each Asset that is not an Eligible Asset.

     “Master Netting Agreement” shall mean that certain Second Amended and Restated Collateral Security, Setoff and Netting Agreement, in the form of Exhibit J hereto, dated as of January 9, 2009 among Buyer, Seller, FIF HE Guarantor and certain Affiliates and Subsidiaries, together with all amendments, modifications, supplements and restatements thereto.

     “Material Adverse Effect” shall mean a material adverse effect on (a) the property, business, operations or financial condition of any of the Seller or FIF HE Guarantor, (b) the ability of any of the Seller or FIF HE Guarantor, to perform its respective obligations under any of the Program Documents to which it is a party, (c) the validity or enforceability of any of the Program Documents, (d) the rights and

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remedies of the Buyer under any of the Program Documents, (e) the timely repurchase of the Purchased Assets or payment of other amounts payable in connection therewith, or (f) the Purchased Items (other than changes in Market Value due to market conditions).

     “Maximum Aggregate Purchase Price” shall mean, as of any date of determination, $300,000,000.

     “Maximum Mortgage Interest Rate” shall mean with respect to each Adjustable Rate Loan, a rate that is set forth on the related Asset Schedule and in the related Note and is the maximum interest rate to which the Mortgage Interest Rate on such Loan may be increased on any Adjustment Date.

     “MERS” shall mean Mortgage Electronic Registration Systems, Inc., a Delaware corporation, or any successor in interest thereto.

     “MERS Identification Number” shall mean the eighteen digit number permanently assigned to each MERS Loan.

     “MERS Loan” shall mean any Loan as to which the related Mortgage or Assignment of Mortgage has been recorded in the name of MERS, as agent for the holder from time to time of the Note, and which is identified as a MERS Loan on the related Schedule.

     “Monthly Payment” shall mean, the scheduled monthly payment of interest, and as applicable, principal (including any Balloon Payment) on a Loan required to be made pursuant to the provisions of the related Note, as adjusted for an Adjustable Rate Loan in accordance with changes in the Mortgage Interest Rate as provided in the related Note.

     “Mortgage” shall mean with respect to a Loan, the mortgage, deed of trust or other instrument, which creates a First Lien on the fee simple or leasehold estate in such real property which secures the Note.

     “Mortgage File” shall have the meaning assigned thereto in the Custodial Agreement.

     “Mortgage Interest Rate” shall mean the annual rate of interest borne on a Note, which shall be adjusted from time to time with respect to Adjustable Rate Loans.

     “Mortgaged Property” shall mean the real property (including all improvements, buildings, fixtures, building equipment and personal property thereon and all additions, alterations and replacements made at any time with respect to the foregoing) and all other collateral securing repayment of the debt evidenced by a Note.

     “Mortgagee” shall mean the record holder of a Note secured by a Mortgage.

     “Mortgagor” shall mean the obligor or obligors on a Note, including any person who has assumed or guaranteed the obligations of the obligor thereunder.

     “Multiemployer Plan” shall mean a multiemployer plan defined as such in Section 3(37) of ERISA to which contributions have been or are required to be made by Seller or any ERISA Affiliate or as to which Seller or any ERISA Affiliate has any actual or potential liability or obligation and that is covered by Title IV of ERISA.

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     “MV Margin Amount” shall mean, with respect to any Transaction, as of any date of determination, the amount obtained by application of the MV Margin Percentage to the Repurchase Price (reduced by the amount of any accrued and unpaid Price Differential) for such Transaction as of such date.

     “MV Margin Percentage” shall have the meaning assigned thereto in the Pricing Side Letter.

     “Negative Amortization” shall mean with respect to each Negative Amortization Loan, that portion of interest accrued at the Mortgage Interest Rate in any month which exceeds the Monthly Payment on the related Loan for such month and which, pursuant to the terms of the Note, is added to the principal balance of the Loan.

     “Negative Amortization Loan” shall mean each Loan that may be subject to Negative Amortization.

     “Net Income” shall mean, for any period, the net income of any Person for such period as determined in accordance with GAAP.

     “Net Worth” shall mean, with respect to any Person, the excess of total assets of such Person, over Total Liabilities of such Person, determined in accordance with GAAP.

     “Non-Conforming Loan” shall mean a Loan that is not an Agency Eligible Loan and is subject to a Takeout of the kind described in clause (b) of the definition of Takeout Commitment.

     “Note” shall mean, with respect to any Loan, the related promissory note together with all riders thereto and amendments thereof or other evidence of indebtedness of the related Mortgagor.

     “Notice of Certification” shall have the meaning assigned thereto in the Custodial Agreement.

     “Obligations” shall mean (a) all of Seller’s obligations to pay the Repurchase Price on the Repurchase Date and other obligations and liabilities of Seller to Buyer, its Affiliates, the Custodian or any other Person arising under, or in connection with, the Program Documents or directly related to the Purchased Assets, whether now existing or hereafter arising; (b) any and all sums paid by Buyer or on behalf of Buyer pursuant to the Program Documents in order to preserve any Purchased Asset or its interest therein; (c) in the event of any proceeding for the collection or enforcement of any of Seller’s indebtedness, obligations or liabilities referred to in clause (a), the reasonable expenses of retaking, holding, collecting, preparing for sale, selling or otherwise disposing of or realizing on any Purchased Asset, or of any exercise by Buyer or any Affiliate of Buyer of its rights under the Program Documents, including without limitation, reasonable attorneys’ fees and disbursements and court costs; and (d) all of Seller’s indemnity obligations to Buyer pursuant to the Program Documents.

     “Par Margin Amount” shall mean, with respect to any Transaction, as of any date of determination, the amount obtained by application of the Par Margin Percentage to the Repurchase Price (reduced by the amount of any accrued and unpaid Price Differential) for such Transaction as of such date.

     “Par Margin Percentage” shall have the meaning assigned thereto in the Pricing Side Letter.

     “Participants” shall have the meaning assigned thereto in Section 39 hereof.

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     “Participation Certificate” shall mean, with respect to the applicable Agency Program, a certificate, in the form of Exhibit C, executed by Seller, evidencing the 100% undivided beneficial ownership interest in the Loans that are either set forth on Fannie Mae Form 2005 (Schedule of Mortgages), Freddie Mac Form 1034 (Fixed-Rate Custodial Certification Schedule), or HUD 11706 (Schedule of Pooled Mortgages) and attached to such Participation Certificate, or identified on a computer tape compatible with the related Selling System as belonging to the mortgage loan pool described in such Participation Certificate, as applicable.

     “PBGC” shall mean the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

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

     “Plan” shall mean an employee benefit or other plan established or maintained by either Seller or, in the case of a Plan subject to Title IV of ERISA, any ERISA Affiliate and that is covered by Title IV of ERISA, other than a Multiemployer Plan.

     “PMI Policy” or “Primary Insurance Policy” shall mean a policy of primary mortgage guaranty insurance issued by a Qualified Insurer.

     “Post-Default Rate” shall mean, in respect of the Repurchase Price for any Transaction or any other amount under this Agreement, or any other Program Document that is not paid when due to Buyer (whether at stated maturity, by acceleration or mandatory prepayment or otherwise), a rate per annum during the period from and including the due date to but excluding the date on which such amount is paid in full equal to 4.00% per annum, plus (a)(i) the Pricing Rate otherwise applicable to such Asset or other amount, or (ii) if no Pricing Rate is otherwise applicable, the LIBO Rate plus (b) the Applicable Margin.

     “Price Differential” shall mean, with respect to each Transaction as of any date of determination, the aggregate amount obtained by daily application of the Pricing Rate (or during the continuation of an Event of Default, by daily application of the Post-Default Rate) for such Transaction to the Purchase Price for such Transaction on a 360-day-per-year basis for the actual number of days elapsed during the period commencing on (and including) the Purchase Date and ending on (but excluding) the date of determination (reduced by any amount of such Price Differential in respect of such period previously paid by Seller to Buyer with respect to such Transaction).

     “Pricing Rate” shall mean the per annum percentage rate for determination of the Price Differential as set forth in the Pricing Side Letter.

     “Pricing Side Letter” shall mean that certain Fifth Amended and Restated Pricing Side Letter, dated as of January 27, 2010, between Seller and Buyer, together with all amendments, modifications, supplements and restatements thereto.

     “Principal” shall have the meaning assigned thereto in Annex I.

     “Program Documents” shall mean this Agreement, the Pricing Side Letter, the Corporate Loan Agreement, the FIF HE Guaranty, the Fortress Guaranty, the Custodial Agreement, the Collection Account Control Agreement, the Master Netting Agreement, any Servicing Agreement, any Instruction Letter, the Electronic Tracking Agreement, and any other agreement entered into by Seller, on the one

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hand, and the Buyer and/or any of its Affiliates or Subsidiaries (or Custodian on its behalf) on the other, in connection herewith or therewith.

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

     “Purchase Date” shall mean, with respect to each Transaction, the date on which Assets are sold by Seller to Buyer hereunder.

     “Purchase Price” shall have the meaning assigned thereto in the Pricing Side Letter.

     “Purchased Assets” shall mean Purchased Loans (including 100% beneficial interest in Loans that are Related Loans and as to which the related Participation Certificate is a Purchased Participation Certificate), Purchased Participation Certificates and/or Purchased Securities, as the context may require. The term “Purchased Assets” with respect to any Transaction at any time shall also include Additional Purchased Asset delivered pursuant to Section 6(a) hereof and Substitute Assets delivered pursuant to Section 16 hereof.

     “Purchased Items” shall have the meaning assigned thereto in Section 8 hereof.

     “Purchased Loans” shall mean any of the following assets sold by Seller to Buyer in a Transaction on a servicing-released basis: the Loans, together with the related Servicing Records, the related Servicing Rights (which were sold by Seller and purchased by Buyer on the related Purchase Date), and with respect to each Loan, such other property, rights, titles or interest as are specified on a related Transaction Notice, and all documents, instruments, chattel paper, and general intangibles comprising or relating to all of the foregoing.

     “Purchased Participation Certificate” shall mean a Participation Certificate evidencing the 100% beneficial interest in Related Loans sold by Seller to Buyer in a Transaction, together with the related Servicing Records, the related Servicing Rights (which were sold by Seller and purchased by Buyer on the related Purchase Date), and with respect to each Loan, such other property, rights, titles or interest as are specified on a related Transaction Notice, and all documents, instruments, chattel paper, and general intangibles and all products and proceeds relating to or constituting any or all of the foregoing.

     “Purchased Security” shall mean a Related Security and all documents, instruments, chattel paper, and general intangibles and all products and proceeds relating to or constituting any or all of the foregoing.

     “Qualified Insurer” shall mean an insurance company duly qualified as such under the laws of each state in which any Mortgaged Property is located, duly authorized and licensed in each such state to transact the applicable insurance business and to write the insurance provided, and approved as an insurer by Fannie Mae, Freddie Mac and Ginnie Mae and whose claims paying ability is rated in the two highest rating categories by Best’s with respect to hazard and flood insurance

     “Qualified Originator” shall mean (a) Seller and (b) any other originator of Loans that has been approved by Seller in accordance with its customary practices.

     “Reacquired Assets” shall have the meaning assigned thereto in Section 16.

     “Records” shall mean all instruments, agreements and other books, records, and reports and data generated by other media for the storage of information maintained by Seller or any other person or entity

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specifically with respect to a Purchased Asset. Records shall include, without limitation, the Notes, any Mortgages, the Mortgage Files, the Servicing File, and any other instruments necessary to document or service a Loan that is a Purchased Loan, including, without limitation, the complete payment and modification history of each Loan that is a Purchased Loan.

     “Reimbursement Bank” shall mean JPMorgan Chase Bank, N.A. or any successor thereto.

     “Related Credit Enhancement” shall have the meaning assigned thereto in Section 8(a) hereof.

     “Related Loan” shall mean a Purchased Loan that is an Early Purchase Program Loan and underlies a Participation Certificate or the Related Security, as the context may require.

     “Related Security” shall mean the Security backed by the Related Loans that is issued in exchange for the related Purchased Participation Certificate on the related Conversion Date.

     “Removal Date” shall mean, with respect to any Purchased Participation Certificate, the date on which any Related Loan is removed from the related Loan Pool for any reason.

     “Reportable Event” shall mean any of the events set forth in Section 4043(b) of ERISA, other than those events as to which the thirty day notice period is waived under subsections .21, .22, .23, .24, .28, .29, .31 or .32 of PBGC Reg. § 4043; provided, that a failure to meet the minimum funding standard of Section 412 of the Code or Sections 302 or 303 of ERISA, including, without limitation, the failure to make on or before its due date a required installment under Section 430(j) of the Code or Section 303(j) of ERISA, shall be a reportable event regardless of the issuance of any waivers in accordance with Section 412(d) of the Code.

     “Repurchase Date” shall mean the date occurring on (i) the seventh (7th) day of each month following the related Purchase Date (or if such date is not a Business Day, the following Business Day), (ii) any other Business Day set forth in the related Transaction Notice and/or the related Confirmation, (iii) with respect to a Purchased Security, the related Settlement Date, or (iv) the date determined by application of Section 19, as applicable.

     “Repurchase Price” shall mean the price at which Purchased Assets are to be transferred from Buyer to Seller upon termination of a Transaction, which will be determined in each case (including Transactions terminable upon demand) as the sum of the outstanding Purchase Price for such Purchased Assets and the Price Differential as of the date of such determination.

     “Required Documents” shall have the meaning set forth in the Custodial Agreement.

     “Requirement of Law” shall mean as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

     “Rescission” shall mean the right of a Mortgagor to rescind the related Note and related documents pursuant to applicable law.

     “Responsible Officer” shall mean, as to any Person, the chief executive officer or, with respect to financial matters, the chief financial officer of such Person; provided, that in the event any such officer is unavailable at any time he or she is required to take any action hereunder, Responsible Officer shall mean

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any officer authorized to act on such officer’s behalf as demonstrated by a certificate of corporate resolution.

     “Restricted Payments” shall mean with respect to any Person, collectively, all dividends or other distributions of any nature (cash, securities, assets or otherwise), and all payments, by virtue of redemption or otherwise, on any class of equity securities (including, without limitation, warrants, options or rights therefor) issued by such Person, whether such securities are now or may hereafter be authorized or outstanding and any distribution in respect of any of the foregoing, whether directly or indirectly.

     “Reuters Screen LIBOR01 Page” shall mean the display page currently so designated on the Reuters Monitor Money Rates Service (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices).

     “Rolled Transaction” shall have the meaning set forth in Section 3(g) hereof.

     “Section 404 Notice” shall mean the notice required pursuant to Section 404 of the Helping Families Save Their Homes Act of 2009 (P.L. 111-22), which amends 15 U.S.C. Section 1641 et seq., to be delivered by a creditor that is an owner or an assignee of a Loan to the related Mortgagor within thirty (30) days after the date on which such Loan is sold or assigned to such creditor.

     “Securities Repurchase Agreement” shall mean (i) the Master Repurchase Agreement, dated as of March 2, 2007, between Seller and Buyer, together with all amendments, modifications, supplements and restatements thereto; and (ii) the Master Repurchase Agreement, dated as of September 30, 2007, between Seller and Greenwich Capital Markets, Inc. (now known as “RBS Securities Inc.”), together with all amendments, modifications, supplements and restatements thereto.

     “Security” shall mean a fully-modified pass-through mortgage-backed security that is (i)(a) issued by Seller and fully guaranteed by Ginnie Mae or (b) issued and fully guaranteed with respect to timely payment of interest and ultimate payment of principal by Fannie Mae or Freddie Mac and (ii) evidenced by a book-entry account in a depository institution having book-entry accounts at the applicable Depository and (iii) backed by a pool of Loans, in substantially the principal amount and with substantially the other terms as specified with respect to such Security in the related Takeout Commitment.

     “Selling System” shall mean the Freddie Mac automated system by which sellers and servicers of mortgage loans to Freddie Mac transfer mortgage summary and record data or mortgage accounting and servicing information from their computer system or service bureau to Freddie Mac, as more fully described in the Freddie Mac Guide.

     “Servicer” shall mean the Seller in its capacity as servicer or master servicer of the Loans.

     “Servicing Agreement” shall have the meaning provided in Section 43(c) hereof.

     “Servicing File” shall mean, with respect to each Loan, the file retained by Seller (in its capacity as Servicer) consisting of all documents that a prudent originator and servicer would have, including copies of the Loan Documents and all documents necessary to document and service the Loans and any and all documents required to be delivered pursuant to any of the Program Documents.

     “Servicing Records” shall have the meaning assigned thereto in Section 43(b) hereof.

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     “Servicing Rights” shall mean contractual, possessory or other rights of Seller or any other Person, whether arising under the Servicing Agreement, the Custodial Agreement or otherwise, to administer or service a Purchased Loan (including Loans underlying Purchased Participation Certificates) or to possess related Servicing Records.

     “Servicing Transmission” shall mean a computer-readable magnetic or other electronic format acceptable to the parties containing the information identified on Exhibit F.

     “Settlement Date” shall mean, with respect to a Related Security, the date specified in the related Takeout Commitment on which the sale of such Security to the Takeout Investor will be settled on a delivery-versus-payment basis.

     “Strict Compliance” shall mean the compliance of Seller and Loans with the requirements of the Agency Guidelines, as applicable and as amended by any agreements between Seller and the applicable Agency, sufficient to enable (i) FHA to issue the related FHA Mortgage Insurance Contracts, (ii) VA to deliver the related VA Loan Guarantee Agreements, and (iii) Seller to issue and Ginnie Mae to guarantee or Fannie Mae or Freddie Mac to issue and guarantee a Security; provided, that until copies of any such agreements between Seller and the applicable Agency have been provided to Buyer by Seller and agreed to by Buyer, such agreements shall be deemed, as between Seller and Buyer, not to amend the requirements of the applicable Agency Guidelines.

     “Subservicer” shall have the meaning provided in Section 43(c) hereof.

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

     “Substitute Assets” has the meaning assigned thereto in Section 16.

     “Takeout Commitment” shall mean a fully assignable commitment of Seller to (a) sell one or more identified Loans to a Takeout Investor that is an Agency, (b) sell one or more identified Loans to a Takeout Investor other than an Agency, or (c) (i) swap one or more identified Loans that are Early Purchase Program Loans with a Takeout Investor that is an Agency for a Security, and (ii) sell the related Security to a Takeout Investor, and in each case, the corresponding Takeout Investor’s commitment back to Seller to effectuate any of the foregoing, as applicable.

     “Takeout Investor” shall mean (i) an Agency or (ii) other institution which has made a Takeout Commitment and has not been rejected by Buyer.

     “Takeout Price” shall mean, with respect to a Purchased Asset, the purchase price to be paid for such Asset by the Takeout Investor pursuant to the related Takeout Commitment.

     “Tangible Net Worth” shall mean, with respect to any Person at any date, (i) the net worth of such Person and its consolidated Subsidiaries, determined in accordance with GAAP, minus (ii) all intangibles determined in accordance with GAAP (including, without limitation, goodwill, capitalized financing costs and capitalized administration costs but excluding originated and purchased mortgage servicing rights)

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and any and all advances to, investments in and receivables held from Affiliates; provided, however, that the non-cash effect (gain or loss) of any mark-to-market adjustments made directly to stockholders’ equity for fluctuation of the value of financial instruments as mandated under the Statement of Financial Accounting Standards No. 133 (or any successor statement) shall be excluded from the calculation of Tangible Net Worth.

     “Termination Date” shall mean February 26, 2011, or such earlier date on which this Agreement shall terminate in accordance with the provisions hereof or by operation of law.

     “Total Liabilities” shall mean the total liabilities of the Seller and its consolidated Subsidiaries, determined in accordance with GAAP, modified to exclude the amount of any nonrecourse debt (i.e., any securitization debt) rather than to include such debt.

     “Trade Assignment” shall mean an assignment to Buyer of a forward trade between the Takeout Investor and Seller with respect to one or more Assets (provided that with respect to a Takeout Commitment relating to an Early Purchase Program Loan, such assignment shall be in substantially in the form of Exhibit B hereto), together with the related trade confirmation from the Takeout Investor to Seller that has been fully executed, is enforceable and is in full force and effect and confirms the details of such forward trade.

     “Transaction” has the meaning assigned thereto in Section 1.

     “Transaction Notice” shall mean a written request by Seller in the form of Exhibit D hereto to enter into a Transaction, in a form to be mutually agreed upon between Seller and Buyer, which is delivered to Buyer.

     “Trust Receipt” shall have the meaning provided in the Custodial Agreement.

     “Underwriting Fees” shall have the meaning assigned thereto in the Pricing Side Letter.

     “Underwriting Guidelines” shall mean the underwriting guidelines of the Seller attached as Exhibit E hereto in effect as of the date of this Agreement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with terms of this Agreement. Any material amendments, supplements or modifications shall be effective upon the Seller’s delivery of notification of such amendments, supplements or modifications to Buyer.

     “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect on the date hereof in the State of New York; provided that if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the security interest in any Purchased Items is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection.

     “USC” shall mean the United State Code, as amended.

     “VA” shall mean the U.S. Department of Veterans Affairs, an agency of the United States of America, or any successor thereto including the Secretary of Veterans Affairs.

     “VA Loan” shall mean a Mortgage Loan which is subject of a VA Loan Guaranty Agreement as evidenced by a VA Loan Guaranty Agreement, or a Mortgage Loan which is a vender loan sold by the VA.

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     “VA Loan Guaranty Agreement” shall mean the obligation of the United States to pay a specific percentage of a Mortgage Loan (subject to a maximum amount) upon default of the Mortgagor pursuant to the Servicemen’s Readjustment Act, together with all amendments, modifications, supplements and restatements thereto.

     “VA Regulations” shall mean regulations promulgated by the U.S. Department of Veterans Affairs pursuant to the Servicemen’s Readjustment Act, as amended, codified in 38 Code of Federal Regulations, and other VA issuances relating to VA Loans, including related handbooks, circulars and notices.

     “Wet Loan” shall mean a Loan that is underwritten in accordance with the Underwriting Guidelines and does not contain all the required Loan Documents in the Mortgage File, which in order to be deemed an Eligible Loan shall have the following additional characteristics: (a) such Wet Loan is fully funded to the order of the related Mortgagor and closed and (b) the related Rescission period has expired.

     (b) Accounting Terms and Determinations. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Buyer hereunder shall be prepared, in accordance with GAAP.

     (c) Interpretation. The following rules of this subsection (c) apply unless the context requires otherwise. A gender includes all genders. Where a word or phrase is defined, its other grammatical forms have a corresponding meaning. A reference to a subsection, Section, Annex or Exhibit is, unless otherwise specified, a reference to a Section of, or annex or exhibit to, this Agreement. A reference to a party to this Agreement or another agreement or document includes the party’s successors and permitted substitutes or assigns. A reference to an agreement or document (including any Program Document) is to the agreement or document as amended, modified, novated, supplemented or replaced, except to the extent prohibited thereby or by any Program Document and in effect from time to time in accordance with the terms thereof. A reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it. A reference to writing includes a facsimile transmission and any means of reproducing words in a tangible and permanently visible form. A reference to conduct includes, without limitation, an omission, statement or undertaking, whether or not in writing. The words “hereof”, “herein”, “hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “including” is not limiting and means “including without limitation”. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”.

     Except where otherwise provided in this Agreement, any determination, consent, approval, statement or certificate made or confirmed in writing with notice to Seller by Buyer or an authorized officer of Buyer provided for in this Agreement is conclusive and binds the parties in the absence of manifest error. A reference to an agreement includes a security interest, guarantee, agreement or legally enforceable arrangement whether or not in writing related to such agreement.

     A reference to a document includes an agreement (as so defined) in writing or a certificate, notice, instrument or document, or any information recorded in computer disk form. Where Seller is required to provide any document to Buyer under the terms of this Agreement, the relevant document shall be provided in writing or printed form unless Buyer requests otherwise. At the request of Buyer, the document shall be provided in computer disk form or both printed and computer disk form.

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     This Agreement is the result of negotiations among, and has been reviewed by counsel to, Buyer and Seller, and is the product of all parties. In the interpretation of this Agreement, no rule of construction shall apply to disadvantage one party on the ground that such party proposed or was involved in the preparation of any particular provision of this Agreement or this Agreement itself. Except where otherwise expressly stated, Buyer may give or withhold, or give conditionally, approvals and consents and may form opinions and make determinations at its absolute discretion. Any requirement of good faith, discretion or judgment by Buyer shall not be construed to require Buyer to request or await receipt of information or documentation not immediately available from or with respect to Seller, a servicer of the Purchased Loans, any other Person or the Purchased Assets themselves.

3. THE TRANSACTIONS

     (a) Subject to the terms and conditions of the Program Documents, Buyer shall, from time to time as requested by Seller, enter into Transactions with an aggregate Purchase Price for all Purchased Assets acquired by Buyer not to exceed the Maximum Aggregate Purchase Price. Unless otherwise agreed, Seller shall request that Buyer enter into a Transaction by delivering (i) a Transaction Notice substantially in the form of Exhibit D hereto or other form acceptable to Buyer in its sole discretion (a “Transaction Notice”), appropriately completed, to Buyer and an Asset Schedule to Buyer and Custodian; provided that in connection with any Transaction Notice, Seller shall be deemed to have made the certifications and representations and warranties set forth in Exhibit D hereto regardless of the form of such Transaction Notice and (ii) the Mortgage File to Custodian for each Loan (other than a Wet Loan) proposed to be included in such Transaction (whether or not such Loan is subject to a Participation Certificate), which, Transaction Notice, Asset Schedule and Mortgage File must be received no later than 12:00 p.m. (New York City time) on the requested Purchase Date. Such Transaction Notice shall clearly indicate those Loans that are intended to be Wet Loans and Dry Loans and include a Asset Schedule in respect of the Assets that Seller proposes to include in the related Transaction. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price, Pricing Rate and Repurchase Date. In the event that the parties hereto desire to enter into a Transaction on terms other than as set forth in this Agreement and the Transaction Notice, Buyer shall deliver to Seller, in electronic or other format, a “Confirmation” specifying such terms prior to entering into such Transaction, including, without limitation, the Purchase Date, the Purchase Price, the Pricing Rate therefor and the Repurchase Date. Following its receipt of a Transaction Notice, the Buyer shall deliver to the Seller, in electronic or other format, a “Confirmation” confirming the terms thereof prior to entering into such Transaction, including, without limitation, the Purchase Date, the Purchase Price, the Pricing Rate therefor and the Repurchase Date, all of which terms shall be as specified in the related Transaction Notice and the Program Documents. By entering into a Transaction with Buyer, Seller consents to the terms set forth in any related Confirmation. Any such Confirmation and the related Transaction Notice, together with this Agreement, shall constitute conclusive evidence of the terms agreed to between Buyer and Seller with respect to the Transaction to which the Transaction Notice and Confirmation, if any, relates. In the event of any conflict between this Agreement and a Confirmation, the terms of the Confirmation shall control with respect to the related Transaction.

     (b) Not later than 3:30 p.m. (New York City time) on each Business Day, the Custodian shall deliver to the Buyer, via Electronic Transmission acceptable to the Buyer, one or more Trust Receipts (with a Custodian Loan Transmission attached thereto) accompanied by an Exception Report, showing the status of all Loans then held by the Custodian, including but not limited to the Wet Loans and Dry Loans which are subject to Exceptions, and the time the related Loan Documents have been released pursuant to Sections 6(a) or 6(b) of the Custodial Agreement. The original copies of such Trust Receipts shall be delivered to JPMorgan Chase Bank at Four New York Plaza, Ground Floor, Outsourcing Department, New York, New York 10004, Attention: Cheryl Brown for the account of The Royal Bank

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of Scotland plc, telephone number (212) 623-3082, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service.

     (c) (i) With respect to each Purchased Participation Certificate that is subject to a Transaction hereunder, the Security that is issued on the related Conversion Date (provided it is an Eligible Security) shall replace the Participation Certificate as the Purchased Asset, and from and after the Conversion Date, the Purchased Asset subject to such Transaction shall be the Purchased Security. For the avoidance of doubt, any Eligible Security that is issued with respect to the Eligible Loans underlying a Purchased Participation Certificate shall, on the Conversion Date, replace the Purchased Participation Certificate and automatically become subject to the Transaction to which the Purchased Participation Certificate was subject.

          (ii) With respect to each Purchased Participation Certificate that is subject to a Transaction hereunder, if a Removal Date shall occur with respect to a Related Loan underlying such Purchased Participation Certificate, such Related Loan shall automatically become a Purchased Asset (other than Early Purchase Program Loan) on and after such Removal Date subject to such Transaction without any further act on the part of Seller or Buyer; provided that, such Related Loan shall meet the criteria set forth in the definition of “Eligible Loan”.

     (d) Upon Seller’s request to enter into a Transaction pursuant to Section 3(a), Buyer shall, assuming all conditions precedent set forth in this Section 3 and in Sections 9(a) and (b) have been met, and provided no Default shall have occurred and be continuing, not later than 5:00 p.m. (New York City time) on the requested Purchase Date purchase the Assets (insofar as such Assets are Eligible Assets) included in the related Transaction Notice by transferring, via wire transfer (pursuant to wire transfer instructions provided by Seller on or prior to such Purchase Date), the Purchase Price in immediately available funds. Seller acknowledges and agrees that the Purchase Price paid in connection with any Purchased Loan that is purchased in any Transaction includes a mutually negotiated premium allocable to the portion of such Purchased Assets that constitutes the related Servicing Rights.

     (e) Anything herein to the contrary notwithstanding, if, on or prior to the determination of any LIBO Base Rate:

     (i) Buyer determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “LIBO Base Rate” in Section 2 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions as provided herein; or

     (ii) it becomes unlawful for Buyer to enter into Transactions with a Pricing Rate based on the LIBO Base Rate;

then Buyer shall give Seller prompt notice thereof and, so long as such condition remains in effect, Buyer shall be under no obligation to purchase Assets hereunder, and Seller shall, at its option, either repurchase such Assets or pay a Pricing Rate at a rate per annum as reasonably determined by Buyer taking into account the increased cost to Buyer of purchasing and holding the Assets.

     (f) Except as provided in Section 3(g), Seller shall repurchase, at the applicable Repurchase Price, the related Purchased Assets from Buyer on each related Repurchase Date, against the Buyer’s re-transfer to the Seller of the related Purchased Assets. Each obligation to repurchase exists without regard to any prior or intervening liquidation or foreclosure with respect to any Purchased Asset. Seller is obligated to obtain the Purchased Assets from Buyer or its designee (including the Custodian) at Seller’s expense on (or after) the related Repurchase Date.

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     (g) Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied, on each related Repurchase Date, each Purchased Asset shall automatically become subject to a new Transaction unless the Buyer is notified not later than 11:00 a.m. New York City time at least two (2) Business Day prior to any such Repurchase Date (a “Rolled Transaction”). Buyer shall purchase the related Eligible Assets pursuant to the procedures set forth in this Section 3(g). For each Rolled Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Pricing Side Letter.

     (h) If the Seller intends to repurchase any Purchased Assets on any day which is not a Repurchase Date, the Seller shall give two (2) Business Days’ prior written notice thereof to the Buyer (if such repurchase is in an amount greater than $20,000,000) or by 2:00 p.m. (New York City time) on the date of the repurchase (in all other cases). If such notice is given, the Repurchase Price specified in such notice shall be due and payable on the date specified therein, together with the Price Differential to such date on the amount prepaid without any prepayment penalty. Such early repurchases shall be in an aggregate principal amount of at least $100,000.

     (i) On or prior to the Purchase Date in respect of any Early Purchase Program Loan, Seller shall electronically transmit to the related Agency (and shall deliver to Buyer by overnight courier) a fully completed copy of (x) Form HUD 11705 (Schedule of Subscribers), (y) Fannie Mae Form 2014 (Delivery Schedule) or (z) a copy of Freddie Mac Form 381 (Contract Delivery Summary) and a copy of Freddie Mac Form 939 (Settlement and Information Multiple Registration Form)(each, an “Applicable Agency Schedule”), as the case may be, designating the Buyer as the party authorized to receive the Related Security, executed by the Seller and relating to the Related Loans to be backed by such Related Security.

     (j) If any Requirement of Law (other than with respect to any amendment made to the Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) adopted after the date hereof or any change in the interpretation or application thereof or compliance by the Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:

     (i) shall subject the Buyer to any tax of any kind whatsoever with respect to this Agreement or any Assets purchased pursuant to it (excluding net income taxes) or change the basis of taxation of payments to the Buyer in respect thereof;

     (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of Transactions or extensions of credit by, or any other acquisition of funds by any office of the Buyer which is not otherwise included in the determination of the LIBO Base Rate hereunder;

     (iii) shall impose on the Buyer any other condition;

and the result of any of the foregoing is to increase the cost to the Buyer, by an amount which the Buyer deems to be material, of effecting or maintaining purchases hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Seller shall promptly pay the Buyer such additional amount or amounts as will compensate the Buyer for such increased cost or reduced amount receivable thereafter incurred.

     If the Buyer shall have determined that the adoption of or any change in any Requirement of Law (other than with respect to any amendment made to the Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or

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application thereof or compliance by the Buyer or any corporation controlling the Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on the Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which the Buyer or such corporation but for such adoption, change or compliance (taking into consideration the Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by the Buyer to be material, then from time to time, the Seller shall promptly pay to the Buyer such additional amount or amounts as will thereafter compensate the Buyer for such reduction.

     If the Buyer becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Seller of the event by reason of which it has become so entitled. Buyer shall not be entitled to claim any additional amounts that arose more than ninety (90) days prior to the date such notice is received by the Seller. A certificate as to any additional amounts payable pursuant to this subsection submitted by the Buyer to the Seller shall be conclusive in the absence of manifest error.

4. PAYMENTS; COMPUTATION; COMMITMENT FEES

     (a) Payments. Except to the extent otherwise provided herein, all payments to be made by the Seller under this Agreement shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to the Buyer at the following account maintained by the Buyer at JPMorgan Chase Bank Account Number 140095961, For the A/C of The Royal Bank of Scotland plc, ABA# 021000021, Attn: ABO, not later than 1:00 p.m., New York City time, on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). The Seller acknowledges that it has no rights of withdrawal from the foregoing account.

     (b) Computations. The Price Differential shall be computed on the basis of a 360-day year for the actual days elapsed (including the first day but excluding the last day) occurring in the period for which payable.

     (c) Commitment Fee. The Seller agrees to pay to the Buyer a commitment fee equal to the Commitment Fee Amount (the “Commitment Fee”), such payment to be made in Dollars, in immediately available funds, without deduction, set off or counterclaim, to the Buyer on the Effective Date. The Buyer may, in its sole discretion, net such Commitment Fee from the proceeds of any Purchase Price paid to Seller.

5. TAXES; TAX TREATMENT

     (a) All payments made by the Seller under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority, excluding income taxes, branch profits taxes, franchise taxes or any other tax imposed on the net income by the United States, a state or a foreign jurisdiction under the laws of which the Buyer is organized or of its applicable lending office, or any political subdivision thereof (all such non-excluded taxes, collectively, “Taxes”), all of which shall be paid by the Seller for its own account not later than the date when due. If the Seller is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding; (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due; (c) deliver to Buyer, promptly, original tax receipts and other evidence satisfactory to Buyer of the payment when due of the full amount of such Taxes; and (d) pay to the Buyer such additional amounts as may be necessary so that such Buyer receives,

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free and clear of all Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

     (b) In addition, the Seller agrees to pay to the relevant Governmental Authority in accordance with applicable law any current or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies (including, without limitation, mortgage recording taxes, transfer taxes and similar fees) imposed by the United States or any taxing authority thereof or therein that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement (“Other Taxes”).

     (c) The Seller agrees to indemnify the Buyer for the full amount of Taxes (including additional amounts with respect thereto) and Other Taxes, and the full amount of Taxes of any kind imposed by any jurisdiction on amounts payable under this Section 5, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, provided that the Buyer shall have provided the Seller with evidence, reasonably satisfactory to the Seller, of payment of Taxes or Other Taxes, as the case may be.

     (d) Any Buyer that is not incorporated under the laws of the United States, any State thereof, or the District of Columbia (a “Foreign Buyer”) shall provide the Seller with properly completed United States Internal Revenue Service (“IRS”) Form W-8BEN or W-8ECI or any successor form prescribed by the IRS, certifying that such Foreign Buyer is entitled to benefits under an income tax treaty to which the United States is a party which eliminates withholding tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States on or prior to the date upon which each such Foreign Buyer becomes a Buyer. Each Foreign Buyer will resubmit the appropriate form on the earliest of (A) the third anniversary of the prior submission or (B) on or before the expiration of thirty (30) days after there is a “change in circumstances” with respect to such Foreign Buyer as defined in Treas. Reg. Section 1.1441-1(e)(4)(ii)(D). For any period with respect to which a Foreign Buyer has failed to provide the Seller with the appropriate form or other relevant document pursuant to this Section 5(d) (unless such failure is due to a change in treaty, law, or regulation occurring subsequent to the date on which a form originally was required to be provided), such Foreign Buyer shall not be entitled to any “gross-up” of Taxes under Section 5(a) or indemnification under Section 5(c) with respect to Taxes imposed by the United States; provided, however, that should a Foreign Buyer, which is otherwise exempt from a withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, the Seller shall, at such Foreign Buyer’s expense, take such steps as such Foreign Buyer shall reasonably request to assist such Foreign Buyer to recover such Taxes.

     (e) Without prejudice to the survival or any other agreement of Seller hereunder, the agreements and obligations of Seller contained in this Section 5 shall survive the termination of this Agreement. Nothing contained in this Section 5 shall require Buyer to make available any of its tax returns or other information that it deems to be confidential or proprietary.

     (f) Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes to treat each Transaction as indebtedness of Seller that is secured by the Purchased Assets and that the Purchased Assets are owned by Seller in the absence of an Event of Default by Seller. All parties to this Agreement agree to such treatment and agree to take no action inconsistent with this treatment, unless required by law.

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6. MARGIN MAINTENANCE

     (a) If at any time either (i) the aggregate Market Value of all Purchased Assets subject to all Transactions is less than the aggregate MV Margin Amount for all such Transactions, or (ii) the aggregate unpaid principal balance of the Purchased Assets for all Transactions is less than the aggregate Par Margin Amount for all such Transactions, in each case as determined by Buyer, (a “Margin Deficit”) shall exist. If a Margin Deficit exists Buyer may require Seller by notice to transfer to Buyer cash or at the Seller’s option (and provided Seller has additional Eligible Assets), additional Eligible Assets (“Additional Purchased Assets”) as required in Section 6(c) hereof, so that both (x) the cash and aggregate Market Value of the Purchased Assets, including any such Additional Purchased Assets, will thereupon equal or exceed such aggregate MV Margin Amount, and (y) the cash and unpaid principal balance of such Purchased Assets, including any such Additional Purchased Assets and Purchased Assets, will therefore equal or exceed such aggregate Par Margin Amount (either requirement, a “Margin Call”). Any cash paid by Seller to reduce a Margin Deficit shall be applied to reduce the then outstanding aggregate Purchase Price.

     (b) Notice required pursuant to Section 6(a) may be given (i) by any means provided in Section 21 hereof, (ii) via electronic mail which may also include an excel spreadsheet, or (iii) in such other format acceptable to Buyer in its sole discretion. Any notice given on a Business Day preceding 12:00 p.m. (New York City time) shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the same Business Day. Any notice given on a Business Day following the 12:00 p.m. (New York City time) shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. The failure of Buyer, on any one or more occasions, to exercise its rights under this Section 6, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller.

7. INCOME PAYMENTS

     (a) Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Asset subject to that Transaction, such Income shall be the property of Buyer, provided that any Income received by Seller while the related Transaction is outstanding shall be deemed to be held by Seller solely in trust for Buyer in the Collection Account pending the next following Repurchase Date. Seller shall remit or cause to be remitted to the Collection Account, all Income collected or received on any Purchased Asset within two (2) Business Days of collection or receipt thereof. Seller shall have the right to remit such Income to the Collection Account net of any amounts allocable to the servicing fee to which the Servicer is entitled. Provided no Default has occurred, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date following the date any Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller such Income with respect to any Purchased Assets subject to such Transaction, or (ii) if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash or Additional Purchased Assets sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paid.

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8. SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT

     (a) Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Assets and not loans from Buyer to Seller secured by the Purchased Assets. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Seller’s performance of all of its Obligations, Seller hereby grants Buyer a first priority security interest in all of Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: (i) all Purchased Assets identified on a Transaction Notice delivered by the Seller to the Buyer and the Custodian from time to time, (ii) all related Loan Documents, including without limitation all promissory notes, and all Records, and original certificates evidencing such Purchased Assets, and any other collateral pledged or otherwise relating to such Purchased Assets, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Assets and all claims and payments thereunder and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (iv) all other insurance policies and insurance proceeds relating to any Purchased Assets or the related Mortgaged Property and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (v) any purchase agreements or other agreements or contracts constituting any or all of the foregoing, (vi) all purchase or take-out commitments relating to or constituting any or all of the foregoing and all rights to receive documentation relating thereto, (vii) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “equivalent”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter of credit rights”, and “securities’ accounts” as each of those terms is defined in the Uniform Commercial Code and all cash and Cash Equivalents and all products and proceeds relating to or constituting any or all of the foregoing; (viii) all Takeout Commitments and Trade Assignments (including the rights to receive the related Takeout Price and the Related Security as evidenced by such Trade Assignments); (ix) all FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements relating to such Purchased Assets; (x) all Interest Rate Protection Agreements relating to any or all of the foregoing; (xi) all the related Servicing Records and the related Servicing Rights, (xii) all Income relating to such Purchased Assets, (xiii) all interests in real property collateralizing any Purchased Assets, (xiv) the Collection Account, (xv) all rights of Seller to receive from any third party or to take delivery of any Servicing Records or other documents which constitute a part of the Mortgage File or Servicing File, and (xvi) any and all replacements, substitutions, distributions on or proceeds of any or all of the foregoing (collectively the “Purchased Items”).

     Seller acknowledges that it has no rights to the Servicing Rights related to any of the Purchased Loans, whether or not subject to a Participation Certificate. Without limiting the generality of the foregoing and for the avoidance of doubt, in the event that Seller is deemed to retain any residual Servicing Rights, Seller grants, assigns and pledges to Buyer a first priority security interest in all of its rights, title and interest in and to the Servicing Rights as indicated hereinabove. In addition, Seller, in its capacity as Servicer, further grants, assigns and pledges to Buyer a first priority security interest in and to all documentation and rights to receive documentation related to the Servicing Rights and the servicing of each of the Purchased Loans, and all Income related to the Purchased Assets received by Seller, in its capacity as Servicer, and all rights to receive such Income, and all products, proceeds and distributions relating to or constituting any or all of the foregoing (collectively, and together with the pledge of Servicing Rights in the immediately preceding sentence, the “Related Credit Enhancement”). The Related Credit Enhancement is hereby pledged as further security for Seller’s Obligations to Buyer hereunder.

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     (b) Seller acknowledges and agrees that its rights with respect to the Purchased Items (including without limitation, any security interest Seller may have in the Purchased Assets and any other collateral granted by Seller to Buyer pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer hereunder.

     (c) At any time and from time to time, upon the written request of the Buyer, and at the sole expense of the Seller, the Seller will promptly and duly execute and deliver, or will promptly cause to be executed and delivered, such further instruments and documents and take such further action as the Buyer may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the Purchased Items and the liens created hereunder and under any other Program Documents. The Seller also hereby authorizes the Buyer to file any such financing or continuation statement to the extent permitted by applicable law. A carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement for filing in any jurisdiction. This Agreement shall constitute a security agreement under applicable law.

     (d) The Seller shall not (i) change its name, identity or corporate structure (or the equivalent) or change the location where it maintains its records with respect to the Purchased Items, or (ii) reincorporate or reorganize under the laws of another jurisdiction unless it shall have given the Buyer at least thirty (30) days prior written notice thereof and shall have delivered to the Buyer all Uniform Commercial Code financing statements and amendments thereto as the Buyer shall request and taken all other actions deemed reasonably necessary by the Buyer to continue its perfected status in the Purchased Items with the same or better priority.

     (e) Seller hereby irrevocably constitutes and appoints Buyer and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Seller and in the name of Seller or in its own name, from time to time in Buyer’s discretion, for the purpose of carrying out the terms of this Agreement, including without limitation, protecting, preserving and realizing upon the Purchased Items, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, including without limitation, to protect, preserve and realize upon the Purchased Items, to file such financing statement or statements relating to the Purchased Assets and the Purchased Items as Buyer at its option may deem appropriate, and, without limiting the generality of the foregoing, Seller hereby gives Buyer the power and right, on behalf of Seller, without assent by, but with notice to, Seller, if and only if an Event of Default shall have occurred and be continuing, to do the following:

     (i) in the name of Seller, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any Purchased Items and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Buyer for the purpose of collecting any and all such moneys due with respect to any Purchased Items whenever payable;

     (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Purchased Items;

     (iii) (A) to direct any party liable for any payment under any Purchased Items to make payment of any and all moneys due or to become due thereunder directly to Buyer or as Buyer shall direct, including, without limitation, to send “goodbye” letters on behalf of Seller

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and any applicable Servicer and Section 404 Notices; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Items; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Items; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Items or any proceeds thereof and to enforce any other right in respect of any Purchased Items; (E) to defend any suit, action or proceeding brought against Seller with respect to any Purchased Items; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Items as fully and completely as though Buyer were the absolute owner thereof for all purposes, and to do, at Buyer’s option and Seller’s expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Purchased Items and Buyer’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as Seller might do.

     Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.

     Seller also authorizes Buyer, if an Event of Default shall have occurred and be continuing, from time to time, to execute, in connection with any sale provided for in Section 19 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Items.

     (f) The powers conferred on Buyer hereunder are solely to protect Buyer’s interests in the Purchased Items and shall not impose any duty upon it to exercise any such powers. Buyer shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to Seller for any act or failure to act hereunder, except for its or their own gross negligence or willful misconduct.

     (g) If the Seller fails to perform or comply with any of its agreements contained in the Program Documents and the Buyer may itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable out-of-pocket expenses of the Buyer incurred in connection with such performance or compliance, together with interest thereon at a rate per annum equal to the Post-Default Rate, shall be payable by the Seller to the Buyer on demand and shall constitute Obligations.

     (h) The Buyer’s duty with respect to the custody, safekeeping and physical preservation of the Purchased Items in its possession, under Section 9-207 of the Uniform Commercial Code or otherwise, shall be to deal with it in the same manner as the Buyer deals with similar property for its own account. Neither the Buyer nor any of its directors, officers or employees shall be liable for failure to demand, collect or realize upon all or any part of the Purchased Items or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Purchased Items upon the request of the Seller or otherwise.

     (i) All authorizations and agencies herein contained with respect to the Purchased Items are irrevocable and powers coupled with an interest.

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9. CONDITIONS PRECEDENT

     (a) As conditions precedent to the initial Transaction, Buyer shall have received on or before the date on which such initial Transaction is consummated the following, in form and substance satisfactory to Buyer and duly executed by each party thereto (as applicable):

     (i) Program Documents. The Program Documents duly executed and delivered by the Seller thereto and being in full force and effect, free of any modification, breach or waiver.

     (ii) Organizational Documents. A good standing certificate and certified copies of the charter and by-laws (or equivalent documents) of the Seller in each case dated as of a recent date, but in no event more than ten (10) days prior to the date of such initial Transaction and of all corporate or other authority for the Seller and, with respect to the execution, delivery and performance of the Program Documents and each other document to be delivered by the Seller and from time to time in connection herewith (and the Buyer may conclusively rely on such certificate until it receives notice in writing from the Seller to the contrary).

     (iii) Incumbency Certificate. An incumbency certificate of the secretary of Seller certifying the names, true signatures and titles of their respective representatives duly authorized to request Transactions hereunder and to execute the Program Documents and the other documents to be delivered thereunder to which it is a party;

     (iv) Legal Opinion. A bankruptcy opinion of counsel to the Seller, in form and substance reasonably satisfactory to Buyer.

     (v) Filings, Registrations, Recordings. (i) Any documents (including, without limitation, financing statements) required to be filed, registered or recorded in order to create, in favor of the Buyer, a perfected, first-priority security interest in the Purchased Items, subject to no Liens other than those created hereunder, shall have been properly prepared and executed for filing (including the applicable county(ies) if the Buyer determines such filings are necessary in its reasonable discretion), registration or recording in each office in each jurisdiction in which such filings, registrations and recordations are required to perfect such first-priority security interest; and (ii) Uniform Commercial Code lien searches, dated as of a recent date, in no event more than fourteen (14) days prior to the date of such initial Transaction, in such jurisdictions as shall be applicable to the Seller and the Purchased Items, the results of which shall be satisfactory to the Buyer.

     (vi) Fees and Expenses. The Buyer shall have received all fees (including, without limitation, the Commitment Fee) and expenses required to be paid by the Seller on or prior to the initial Purchase Date, which fees and expenses may be netted out of any purchase proceeds paid by the Buyer hereunder.

     (vii) Financial Statements. The Buyer shall have received the financial statements referenced in Section 12(b).

     (viii) Underwriting Guidelines. The Buyer and the Seller shall have agreed upon the Seller’s current Underwriting Guidelines for Loans and the Buyer shall have received a copy thereof certified by a Responsible officer of the Seller.

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     (ix) Consents, Licenses, Approvals, etc. The Buyer shall have received copies certified by the Seller of all consents, licenses and approvals, if any, required in connection with the execution, delivery and performance by the Seller of, and the validity and enforceability of, the Loan Documents, which consents, licenses and approvals shall be in full force and effect.

     (x) Insurance. The Buyer shall have received evidence in form and substance satisfactory to the Buyer showing compliance by the Seller as of such initial Purchase Date with Section 13(v) hereof.

     (xi) Establishment of Accounts. Buyer shall have received evidence satisfactory to it that Seller has caused the Collection Account to be established at a banking institution satisfactory to Buyer in its sole discretion and a Collection Account Control Agreement has been entered into with respect to such Collection Account.

     (xii) Other Documents. The Buyer shall have received such other documents as the Buyer or its counsel may reasonably request.

     (xiii) Approvals. Seller shall have provided evidence, satisfactory to Buyer, that Seller has all Approvals and such Approvals are in good standing.

     (b) The obligation of Buyer to enter into each Transaction pursuant to this Agreement (including the initial Transaction) is subject to the following further conditions precedent, both immediately prior to any Transaction and also after giving effect thereto and to the intended use thereof:

     (i) No Event of Default shall have occurred and be continuing nor any event shall have occurred and be continuing that, without regard to the applicable time frame contained in Section 18 hereof, would otherwise be an Event of Default hereunder

     (ii) With respect to all Transactions other than Rolled Transactions, no Default shall have occurred and be continuing.

     (iii) Both immediately prior to entering into such Transaction and also after giving effect thereto and to the intended use of the proceeds thereof, the representations and warranties made by the Seller in Section 12 and Schedule 1 hereof, and in each of the other Program Documents, shall be true and complete on and as of the Purchase Date in all material respects (in the case of the representations and warranties in Section 12(v), 12(w) and Schedule 1, solely with respect to Loans which have not been repurchased by Seller) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

     (iv) The then aggregate outstanding Purchase Price for all Purchased Assets, when added to the Purchase Price for the requested Transaction, shall not exceed the Maximum Aggregate Purchase Price.

     (v) Subject to the Buyer’s right to perform one or more Due Diligence Reviews pursuant to Section 44 hereof, the Buyer shall have completed its Due Diligence Review of the Loan Documents for each Loan subject to a Transaction hereunder and such other documents, records, agreements, instruments, Mortgaged Properties or information relating to such Loans as the Buyer in its reasonable discretion deems appropriate to review and such review shall be satisfactory to the Buyer in its reasonable discretion.

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     (vi) Buyer or its designee shall have received on or before the day of a Transaction:

(A) with respect to any Purchased Assets (unless otherwise specified in this Agreement), the following, in form and substance reasonably satisfactory to Buyer and (if applicable) duly executed:

(1)	The Transaction Notice and Asset Schedule with respect to such Purchased Assets, delivered pursuant to Section 3(a);
(2)	A Trust Receipt, executed by the Custodian, with an Asset Schedule attached thereto;
(3)	Such certificates, customary opinions of counsel or other documents as Buyer may reasonably request, provided that such opinions of counsel shall not be required routinely in connection with each Transaction but shall only be required from time to time as deemed necessary by Buyer in its commercially reasonable judgment; and
(4)	If any of the Loans that are proposed to be sold will be serviced by a Subservicer, the Buyer shall have received an Instruction Letter in the form attached hereto as Exhibit I executed by each Seller and such Subservicer, together with a completed Schedule 1 attached thereto and the related Servicing Agreement, or, if an Instruction Letter executed by such Subservicer shall have been delivered to Buyer in connection with a prior Transaction, the Seller shall instead deliver to such Subservicer and Buyer an updated Schedule 1.

(B)

If any of the Loans that are proposed to be sold are Early Purchase Program Loans, for each such Loan: (i) a fully completed and executed Eligible Participation Certificate, (ii) evidence that the Applicable Agency Schedule has been delivered to the applicable Agency, designating Buyer as the party authorized to receive the related Securities, and has been duly executed by Seller, (iii) a copy of the Form HUD 11706 (Schedule of Pooled Mortgages) and the reverse side of Form HUD 11706 (Initial Certification), Fannie Mae Form 2005 (Schedule of Mortgages with Magnetic Tape Format Instructions), or Freddie Mac Form 11 (Mortgage Submission Schedule) and Freddie Mac Form 13SF (Mortgage Submission Voucher) or Selling System computer tape, as applicable, that has been delivered to the applicable Agency and (iv) a Notice of Certification from the Custodian in accordance with the terms of the Custodial Agreement; and

(C)

If any of the Loans that are proposed to be sold are Agency Takeout Loans, Early Purchase Program Loans, or Non-Conforming Loans, for each such Loan, a duly executed Trade Assignment together with a copy of the Takeout Commitment with respect to the Related Security.

     (vii) In the event that the Loans to be purchased would cause the aggregate outstanding principal balance of Purchased Assets secured by Mortgaged Property from any state to exceed 20% of the aggregate outstanding principal balance of Loans subject to

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Transactions hereunder, then the Seller shall, upon request by the Buyer, deliver an opinion of counsel acceptable to the Buyer in such state.

     (viii) With respect to any Loan that was funded in the name of or acquired by a Qualified Originator which is an Affiliate of the Seller (other than with respect to any Assets which are subject to the initial Transaction hereunder and acquired by the Seller from CTX Mortgage Company LLC), the Buyer may, in its sole discretion, require the Seller to provide evidence sufficient to satisfy the Buyer that such Loan was acquired in a legal sale, including without limitation, an opinion, in form and substance and from an attorney, in both cases, acceptable to the Buyer in its sole discretion, that such Loan was acquired in a legal sale, if the aggregate outstanding principal balance of all such Assets that are Purchased Assets would exceed 10% of the aggregate outstanding principal balance of all Purchased Assets then subject to Transactions hereunder.

     (ix) No event shall have occurred beyond the control of Buyer which Buyer reasonably determines may result in its inability to perform its obligations under this Agreement including, without limitation, acts of God, strikes, lockouts, riots, acts of war or terrorism, epidemics, nationalization, expropriation, currency restrictions, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters of a similar nature to the foregoing, or market closures or a general moratorium on commercial banking activities in New York shall have been declared by either federal or New York State authorities.

     (x) If any Loans to be purchased hereunder were acquired by the Seller, such Loans shall conform to the Seller’s Underwriting Guidelines or the Buyer shall have received Underwriting Guidelines for such Loans acceptable to the Buyer in its discretion.

     (xi) If any Purchased Assets are serviced by a Subservicer, the Buyer shall have received, no later than 10:00 a.m. three (3) days prior to the requested Purchase Date, an Instruction Letter, executed by the Seller, with the related Servicing Agreement attached thereto, which such Servicing Agreement shall be in form and substance acceptable to Buyer.

     (xii) In no event shall Buyer be required to enter into (A) more than two (2) Transactions in which the Buyer purchases Assets from Seller, and one (1) Transaction in which the Seller repurchases Purchased Assets from the Buyer in any one Business Day, nor (B) any Transaction whose Purchase Price would be less than $1,000,000.

     (xiii) Buyer shall have determined that all actions necessary or, in the reasonable opinion of Buyer, desirable to maintain the Buyer’s perfected interest in the Purchased Assets and other Purchased Items have been taken, including, without limitation, duly filed Uniform Commercial Code financing statements on Form UCC-1.

     (xiv) Seller shall have paid to Buyer all fees and expenses owed to Buyer in accordance with this Agreement and any other Program Document.

     (xv) Buyer or its designee shall have received any other documents reasonably requested by Buyer.

     (xvi) There is no Margin Deficit at the time immediately prior to entering into a new Transaction.

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10. RELEASE OF PURCHASED ASSETS

     Upon timely payment in full of the Repurchase Price and all other Obligations (if any) then owing with respect to a Purchased Asset, unless a Default or Event of Default shall have occurred and be continuing, then (a) Buyer shall be deemed to have terminated any security interest that Buyer may have in such Purchased Asset and any Purchased Items solely related to such Purchased Asset and (b) with respect to such Purchased Asset, Buyer shall direct Custodian to release such Purchased Asset and any Purchased Items solely related to such Purchased Asset to Seller unless such release and termination would give rise to or perpetuate a Margin Deficit.

     If such release and termination gives rise to or perpetuates a Margin Deficit, Buyer shall notify Seller of the amount thereof and Seller shall thereupon satisfy the Margin Call in the manner specified in Section 6.

11. RELIANCE

     With respect to any Transaction, Buyer may conclusively rely upon, and shall incur no liability to Seller in acting upon, any request or other communication that Buyer reasonably believes to have been given or made by a person authorized to enter into a Transaction on Seller’s behalf.

12. REPRESENTATIONS AND WARRANTIES

     The Seller represents and warrants to the Buyer that throughout the term of this Agreement:

     (a) Existence. The Seller (a) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, (b) has all requisite corporate or other power, and has all governmental licenses, authorizations, consents and approvals, necessary to own its assets and carry on its business as now being or as proposed to be conducted, except where the lack of such licenses, authorizations, consents and approvals would not be reasonably likely to have a Material Adverse Effect, (c) is qualified to do business and is in good standing in all other jurisdictions in which the nature of the business conducted by it in the name of Nationstar Mortgage LLC or Champion Mortgage Company or other “d/b/a” makes such qualification necessary, except where failure so to qualify would not be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect, and (d) is in compliance in all material respects with all Requirements of Law.

     (b) Financial Condition. The Seller has heretofore furnished to the Buyer a copy of its unaudited consolidated balance sheets and the unaudited consolidated balance sheets of its consolidated Subsidiaries, each as at November 30, 2009. The Seller has also heretofore furnished to the Buyer the related consolidated statements of income and retained earnings and of cash flows for the Seller and its consolidated Subsidiaries for the period ending November 30, 2009, setting forth comparative form the figures for the previous year. All such financial statements are complete and correct in all material respects and fairly present the consolidated financial condition of the Seller and its Subsidiaries and the consolidated results of their operations for the period ended on said date, all in accordance with GAAP applied on a consistent basis. Since November 30, 2009, there has been no development or event nor any prospective development or event which has had or should reasonably be expected to have a Material Adverse Effect.

     (c) Litigation. There are no actions, suits, arbitrations, investigations or proceedings pending or, to its knowledge, threatened against the Seller or any of its Subsidiaries or affecting any of the property thereof before any Governmental Authority, (i) as to which individually or in the aggregate there is a reasonable likelihood of an adverse decision which would be reasonably likely to have a Material

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Adverse Effect or (ii) which questions the validity or enforceability of any of the Program Documents or any action to be taken in connection with the transactions contemplated thereby and there is a reasonable likelihood of a Material Adverse Effect or adverse decision.

     (d) No Breach. Neither (a) the execution and delivery of the Program Documents, or (b) the consummation of the transactions therein contemplated in compliance with the terms and provisions thereof will conflict with or result in a breach of the charter or by-laws of the Seller, or any applicable law, rule or regulation, or any order, writ, injunction or decree of any Governmental Authority, or other material agreement or instrument to which the Seller, or any of its Subsidiaries, is a party or by which any of them or any of their property is bound or to which any of them or their property is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Agreement) result in the creation or imposition of any Lien upon any property of the Seller or any of its Subsidiaries, pursuant to the terms of any such agreement or instrument.

     (e) Action. The Seller has all necessary corporate or other power, authority and legal right to execute, deliver and perform its obligations under each of the Program Documents to which it is a party; the execution, delivery and performance by the Seller of each of the Program Documents to which it is a party has been duly authorized by all necessary corporate or other action on its part; and each Program Document has been duly and validly executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms.

     (f) Approvals. No authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority, including without limitation, HUD or FHA, or any other Person, are necessary for the execution, delivery or performance by the Seller of the Program Documents to which it is a party or for the legality, validity or enforceability thereof, except for filings and recordings in respect of the Liens created pursuant to this Agreement.

     (g) Taxes. The Seller and its Subsidiaries have filed all Federal income tax returns and all other material tax returns that are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by any of them, except for any such taxes, if any, that are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided. The charges, accruals and reserves on the books of the Seller and its Subsidiaries in respect of taxes and other governmental charges are, in the opinion of the Seller, adequate. Any taxes, fees and other governmental charges payable by Seller in connection with a Transaction and the execution and delivery of the Program Documents have been paid.

     (h) Investment Company Act. Neither the Seller nor any of its Subsidiaries is required to be registered as an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. The Seller is not subject to any Federal or state statute or regulation which limits its ability to incur indebtedness.

     (i) No Legal Bar. The execution, delivery and performance of this Agreement, the other Program Documents, the sales hereunder and the use of the proceeds thereof will not violate in any material respect any Requirement of Law or Contractual Obligation of the Seller or of any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien (other than the Liens created hereunder) on any of its or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation.

     (j) Compliance with Law. No practice, procedure or policy employed or proposed to be employed by Seller in the conduct of its business violates any law, regulation, judgment, agreement,

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regulatory consent, order or decree applicable to it which, if enforced, would result in a Material Adverse Effect with respect to Seller.

     (k) No Default. Neither the Seller nor any of its Subsidiaries is in default under or with respect to any of its Contractual Obligations in any respect which should reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.

     (l) Chief Executive Office; Chief Operating Office. The Seller’s chief executive office and chief operating office on the Effective Date is located at 350 Highland Drive, Lewisville, Texas 75067.

     (m) Location of Books and Records. The location where the Seller keeps its books and records including all computer tapes and records relating to the Purchased Items is its chief executive office or chief operating office or the offices of the Custodian.

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

     (o) Liquidity. The Seller’s Liquidity is not less than $20,000,000 as of the end of each calendar month.

     (p) ERISA. Each Plan which is not a Multiemployer Plan and, to the knowledge of Seller, each other Plan and each Multiemployer Plan, is in compliance in all material respects with, and has been administered in all material respects in compliance with, the applicable provisions of ERISA, the Code and any other Federal or State law. No event or condition has occurred and is continuing as to which Seller would be under an obligation to furnish a report to Buyer under Section 13(a)(v) hereof. The present value of all accumulated benefit obligations under each Plan subject to Title IV of ERISA (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such Plans. The Seller and its Subsidiaries do not provide any material medical or health benefits to former employees other than as required by the Consolidated Omnibus Budget Reconciliation Act, as amended, or similar state or local law at no cost to the employer (collectively, “COBRA”).

     (q) [Reserved].

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     (r) Filing Jurisdictions; Relevant States. Schedule 2 sets forth all of the jurisdictions and filing offices in which a financing statement should be filed in order for Buyer to perfect its security interest in the Purchased Items. Schedule 3 sets forth all of the states or other jurisdictions in which the Seller originates Loans in its own name or through brokers on the date of this Agreement.

     (s) True Sales. Any and all interest of a Qualified Originator in, to and under any Mortgage funded in the name of or acquired by such Qualified Originator or seller which is an Affiliate of the Seller has been sold, transferred, conveyed and assigned to the Seller pursuant to a legal sale and such Qualified Originator retains no interest in such Loan.

     (t) No Burdensome Restrictions. No Requirement of Law or Contractual Obligation of the Seller or any of its Subsidiaries has a Material Adverse Effect.

     (u) Subsidiaries. All of the Subsidiaries of the Seller at the date hereof are listed on Schedule 4 to this Agreement.

     (v) Origination and Acquisition of Loans. The Purchased Assets that are Loans were originated or acquired by the Seller, and the origination and collection practices used by the Seller or Qualified Originator, as applicable, with respect to the Purchased Assets that are Loans have been, in all material respects legal, proper, prudent and customary in the residential mortgage loan origination and servicing business, and in accordance with the Underwriting Guidelines. With respect to Purchased Assets that are Loans acquired by the Seller, all such Purchased Assets are in conformity with the Underwriting Guidelines and, with respect to Agency Loans, the Agency Guidelines. Each of the Purchased Assets complies in all material respects with the representations and warranties listed in Schedule 1 hereto. Some of the Purchased Assets that are Loans were originated by Seller under the tradename Champion Mortgage Company, and the Mortgage for all such Purchased Assets that are Loans were recorded in the name of Seller d/b/a Champion Mortgage Company.

     (w) No Adverse Selection. The Seller used no selection procedures that identified the Purchased Assets that are Loans as being less desirable or valuable than other comparable Loans owned by the Seller.

     (x) Seller Solvent; Fraudulent Conveyance. As of the date hereof and immediately after giving effect to each Transaction, the fair value of the assets of the Seller is greater than the fair value of the liabilities (including, without limitation, contingent liabilities if and to the extent required to be recorded as a liability on the financial statements of the Seller in accordance with GAAP) of the Seller and the Seller is and will be solvent, is and will be able to pay its debts as they mature and does not and will not have an unreasonably small capital to engage in the business in which it is engaged and proposes to engage. Seller does not intend to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature. Seller is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of Seller or any of its assets. Seller is not transferring any Loans with any intent to hinder, delay or defraud any of its creditors.

     (y) No Broker. Seller has not dealt with any broker, investment banker, agent, or other person, except for Buyer, who may be entitled to any commission or compensation in connection with the sale of Purchased Assets pursuant to this Agreement; provided, that if Seller has dealt with any broker, investment banker, agent, or other person, except for Buyer, who may be entitled to any commission or compensation in connection with the sale of Purchased Assets pursuant to this Agreement, such commission or compensation shall have been paid in full by Seller.

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     (z) MERS. To the extent any MERS Mortgage Loans are subject to a Transaction hereunder, the Seller is a member of MERS in good standing.

     (aa) Agency Approvals. Seller has all requisite Approvals and is in good standing with each Agency, with no event having occurred or Seller having any reason whatsoever to believe or suspect will occur prior to the issuance of the consummation of any Takeout Commitment with respect to Agency Eligible Loans, including, without limitation, a change in insurance coverage which would either make the Seller unable to comply with the eligibility requirements for maintaining all such applicable approvals or require notification to the relevant Agency or to HUD, FHA or VA.

     (bb) Custodian. Custodian is an eligible custodian under each applicable Agency Guidelines and Agency Program, and is not an Affiliate of Seller.

     (cc) No Adverse Actions. Seller has not received from any Agency, HUD, FHA or VA a written notice of extinguishment or a written notice indicating material breach, default or material non-compliance which Buyer reasonably determines may entitle such Agency or HUD, FHA or VA to terminate, suspend, sanction or levy penalties against Seller, or a written notice from any Agency, HUD, FHA or VA indicating any adverse fact or circumstance in respect of Seller which Buyer reasonably determines may entitle such Agency or HUD, FHA or VA, as the case may be, to revoke any Approval or otherwise terminate, suspend Seller as an approved issuer, seller or servicer, as applicable, or with respect to which such adverse fact or circumstance has caused any Agency, HUD, FHA or VA to terminate Seller.

13. COVENANTS OF SELLER

     The Seller covenants and agrees with Buyer that during the term of this Agreement:

     (a) Financial Statements and Other Information; Financial Covenants.

          Seller shall deliver to the Buyer:

     (i) As soon as available and in any event within forty-five (45) days after the end of each month the consolidated balance sheets of the Seller and each of the consolidated Subsidiaries of the Seller as at the end of such month and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Seller and the consolidated Subsidiaries of Seller for such month and the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures for the previous year;

     (ii) As soon as available and in any event within sixty (60) days after the end of each of the first three quarterly fiscal periods of each fiscal year of the Seller, a certification in the form of Exhibit A together with the consolidated balance sheets of the Seller and its consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Seller and the consolidated Subsidiaries of Seller for such period and the portion of the fiscal year through the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of the Seller, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of the Seller and the Subsidiaries of the Seller in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments);

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     (iii) As soon as available and in any event within sixty (60) days after the end of each fiscal year of the Seller with respect to preliminary statements and within one hundred and twenty (120) days with respect to final audited statements after the end of each fiscal year of the Seller, the consolidated balance sheets of the Seller and its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Seller and its consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of the Seller and its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP;

     (iv) From time to time such other information regarding the financial condition, operations, or business of the Seller as the Buyer may reasonably request; and

     (v) As soon as reasonably possible, and in any event within fifteen (15) days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of Seller setting forth details respecting such event or condition and the action, if any, that Seller or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by Seller or an ERISA Affiliate with respect to such event or condition):

     a. any Reportable Event or any request for a waiver under Section 412(c) of the Code for any Plan;

     b. the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by the Seller or an ERISA Affiliate to terminate any Plan;

     c. the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Seller or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;

     d. the complete or partial withdrawal from a Multiemployer Plan by the Seller or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by the Seller or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;

     e. the institution of a proceeding by a fiduciary of any Multiemployer Plan against the Seller or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within thirty (30) days; and

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     f. the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if the Seller or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.

The Seller will furnish to the Buyer, at the time it furnishes each set of financial statements pursuant to paragraph (ii) above, a certificate of a Responsible Officer of the Seller to the effect that, to the best of such Responsible Officer’s knowledge, the Seller during such fiscal period or year has observed or performed all of its covenants and other agreements, and satisfied every material condition, contained in this Agreement and the other Program Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action the Seller has taken or proposes to take with respect thereto).

     (b) Litigation. The Seller will promptly, and in any event within three (3) Business Days after service of process on any of the following, give to the Buyer notice of all legal or arbitrable proceedings affecting the Seller or any of its Subsidiaries that questions or challenges the validity or enforceability of any of the Program Documents or as to which is reasonably likely to result in a Material Adverse Effect.

     (c) Existence, Etc. Each of the Seller and its Subsidiaries will:

     (i) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises, to the extent the failure to preserve and maintain the same would result in a Material Adverse Effect or would materially and adversely affect the value of the Purchased Assets or the Buyer’s interest therein;

     (ii) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws) if failure to comply with such requirements would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect;

     (iii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied;

     (iv) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained;

     (v) permit representatives of the Buyer, during normal business hours upon three (3) Business Days’ prior written notice at a mutually desirable time or at any time during the continuance of an Event of Default, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by the Buyer; and

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     (vi) not move its chief executive office or chief operating office from the addresses referred to in Section 12(l) unless it shall have provided Buyer thirty (30) days prior written notice of such change.

     (d) Prohibition of Fundamental Changes. Seller shall not at any time, directly or indirectly, (i) liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets without Buyer’s prior consent; (ii) merge or consolidate with any entity if such merger or consolidation would result in a Change of Control, or (iii) convey, sell, lease, assign, transfer or otherwise dispose of (collectively, “Transfer”), all or substantially all of its Property, business or assets (including, without limitation, receivables and leasehold interests) whether now owned or hereafter acquired or allow any Subsidiary to Transfer substantially all of its assets to any Person (other than the Seller or another Subsidiary of the FIF HE Guarantor); provided, that the Seller may allow such action with respect to any Subsidiary so long as no Event of Default would result therefrom.

     (e) Margin Deficit. If at any time there exists a Margin Deficit, the Seller shall cure the same in accordance with Section 6 hereof.

     (f) Notices. Seller shall give notice to Buyer promptly in writing of any of the following:

     (i) Upon the Seller becoming aware of, and in any event within one (1) Business Day after the occurrence of (A) any Default, Event of Default, (B) any default or event of default under any Program Document or (C) any event of default under any other material agreement of the Seller;

     (ii) upon, and in any event within three (3) Business Days after, service of process on the Seller or any of its Subsidiaries, or any agent thereof for service of process, in respect of any legal or arbitrable proceedings affecting the Seller or any of its Subsidiaries (i) that questions or challenges the validity or enforceability of any of the Program Documents or (ii) in the reasonable opinion of the Seller’s attorney is reasonably likely to result in an adverse judgment in excess of $5,000,000;

     (iii) upon the Seller becoming aware of any Material Adverse Effect and any event or change in circumstances which should reasonably be expected to have a Material Adverse Effect;

     (iv) upon the Seller becoming aware during the normal course of its business that the Mortgaged Property in respect of any Loan or Loans with an aggregate unpaid principal balance of at least $5,000,000 has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty or otherwise damaged, so as to materially and adversely affect the value of such Loan;

     (v) upon the entry of a judgment or decree against the Seller or any of its Subsidiaries in an amount in excess of $2,000,000;

     (vi) any material change in the insurance coverage required of Seller or any other Person pursuant to any Program Document, with copy of evidence of same attached;

     (vii) any material dispute, licensing issue, litigation, investigation, proceeding or suspension between Seller or its Subsidiaries, on the one hand, and any Governmental Authority or any other Person;

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     (viii) any material change in accounting policies or financial reporting practices of Seller or its Subsidiaries;

     (ix) upon Seller or any of its Subsidiaries defaulting under, or failing to perform as requested under, the terms of any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds in an aggregate principal amount exceeding $5,000,000 entered into by the Seller or such other entity and any third party, which default or failure entitles any party to require acceleration or prepayment of any indebtedness thereunder;

     (x) upon Seller becoming aware of any penalties, sanctions or charges levied, or threatened to be levied, against Seller or any change or threatened change in Approval status, or the commencement of any Agency Audit, investigation, or the institution of any action or the threat of institution of any action against Seller by any Agency, HUD, FHA or VA or any other agency, or any supervisory or regulatory Government Authority supervising or regulating the origination or servicing of mortgage loans by, or the issuer or seller status of, Seller;

     (xi) upon Seller becoming aware of any termination or threatened termination by any Agency of the Custodian as an eligible custodian; and

     (xii) with respect to any FHA Loan or VA Loan, upon Seller becoming aware of any fact or circumstance which would cause (a) such Loan to be ineligible for FHA Mortgage Insurance or a VA Loan Guaranty, as applicable, (b) FHA or VA to deny or reject the related Mortgagor’s application for FHA Mortgage Insurance or a VA Loan Guaranty, respectively, or (c) FHA or VA to deny or reject any claim under any FHA Mortgage Insurance Contract or a VA Loan Guaranty, respectively.

Each notice pursuant to this Section 13(f) (other than (vi) above) shall be accompanied by a statement of a Responsible Officer of the Seller, setting forth details of the occurrence referred to therein and stating what action the Seller has taken or proposes to take with respect thereto.

     (g) Servicing. Except as provided in Section 43, the Seller shall not permit any Person other than the Seller to service Loans without the prior written consent of the Buyer, which consent shall not be unreasonably withheld.

     (h) Underwriting Guidelines. Seller agrees to deliver to Buyer copies of the Underwriting Guidelines in the event that any material changes are made to the Underwriting Guidelines following the Closing Date.

     (i) [Reserved].

     (j) Transactions with Affiliates. The Seller will not enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary course of the Seller’s business and (c) unless such Affiliate is the FIF HE Guarantor or a Subsidiary of the FIF HE Guarantor, upon fair and reasonable terms no less favorable to the Seller than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.

     (k) Defense of Title. Seller warrants and will defend the right, title and interest of Buyer in and to all Purchased Items against all adverse claims and demands of all Persons whomsoever. Seller

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shall do all things necessary to preserve the Purchased Items so that such Purchased Items remain subject to a first priority perfected security interest hereunder.

     (l) Preservation of Purchased Items. Seller shall do all things necessary to preserve the Purchased Items so that such Purchased Items remain subject to a first priority perfected security interest hereunder. Without limiting the foregoing, Seller will comply with all applicable laws, rules and regulations of any Governmental Authority applicable to Seller or relating to the Purchased Items and cause the Purchased Items to comply with all applicable laws, rules and regulations of any such Governmental Authority. Seller will not allow any default to occur for which Seller is responsible under any Purchased Items or any Program Documents and Seller shall fully perform or cause to be performed when due all of its obligations under any Purchased Items or the Program Documents.

     (m) No Assignment. Seller shall not sell, assign, transfer or otherwise dispose of, or grant any option with respect to, or pledge, hypothecate or grant a security interest in or lien on or otherwise encumber (except pursuant to the Program Documents), any of the Purchased Assets or any interest therein, provided that this Section 13(m) shall not prevent any contribution, assignment, transfer or conveyance of Purchased Assets in accordance with the Program Documents.

     (n) [Reserved].

     (o) Limitation on Distributions. Following the occurrence of an Event of Default, without the Buyer’s consent, the Seller shall not make any payment on account of, or set apart assets for a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of, any stock or senior or subordinate debt of the Seller, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Seller.

     (p) Maintenance of Liquidity. The Seller shall insure that, as of the end of each calendar month, it has Liquidity in an amount of not less than $20,000,000.

     (q) [Reserved].

     (r) [Reserved].

     (s) Restricted Payments. The Seller shall not make any Restricted Payments following an Event of Default.

     (t) Servicing Transmission. Seller shall provide to Buyer on a monthly basis no later than 11:00 a.m. New York City time two (2) Business Days prior to each Repurchase Date (or such other day requested by Buyer) (i) the Servicing Transmission, on a loan-by-loan basis and in the aggregate, with respect to the Loans serviced hereunder by Seller which were funded prior to the first day of the current month, setting forth for each Purchased Asset the related loan number, the related paid to date, the interest rate, and the status of such loan as a Wet Loan or a Dry Loan, (ii) the CUSIP numbers in respect of any Purchased Securities subject to Transactions during the preceding calendar month, and (iii) any other information reasonably requested by Buyer with respect to the Loans.

     (u) Amendment or Compromise. In the event that Seller or anyone acting on Seller’s behalf amends, modifies, or waives any term or condition of, or settles or compromises any claim in respect of, or extends the scheduled maturity date, modifies the interest rate, or cancels or discharges any of the outstanding principal balance of any item of the Purchased Assets, any such amendment, modification, waiver, settlement, compromise, extension, cancellation or discharge shall be flagged to the Buyer on the

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Mortgage Loan Data Transmission. The Seller shall promptly provide or shall cause to be provided to the Buyer, any information requested by the Buyer with respect to any action taken pursuant to this paragraph.

     (v) Maintenance of Property; Insurance. Seller shall keep all property useful and necessary in its business in good working order and condition. The Seller shall maintain errors and omissions insurance and/or mortgage impairment insurance and blanket bond coverage in such amounts as are in effect on the Effective Date (as disclosed to Buyer in writing) and shall not reduce such coverage without the written consent of the Buyer, and shall also maintain such other insurance with financially sound and reputable insurance companies, and with respect to property and risks of a character usually maintained by entities engaged in the same or similar business similarly situated, against loss, damage and liability of the kinds and in the amounts customarily maintained by such entities.

     (w) Further Identification of Purchased Items. The Seller will furnish to the Buyer from time to time statements and schedules further identifying and describing the Purchased Items and such other reports in connection with the Purchased Items as the Buyer may reasonably request, all in reasonable detail.

     (x) Assets Determined to be Defective. Upon discovery by Seller or the Buyer of any breach of any representation or warranty listed on Schedule 1 hereto applicable to any Asset that has a material adverse effect on the value of such Asset or the Buyer’s interest therein, the party discovering such breach shall promptly give notice of such discovery to the other.

     (y) [Reserved].

     (z) Certificate of a Responsible Officer of the Seller. At the time that the Seller delivers financial statements to the Buyer in accordance with Section 13(a) hereof, the Seller shall forward to the Buyer a certificate of a Responsible Officer of the Seller which demonstrates that the Seller is in compliance with the covenants set forth in Sections 13(p) and (aa).

     (aa) Additional Funding Capacity. The Seller shall maintain throughout the term of this Agreement, with a nationally recognized and established counterparty (other than the Buyer), one or more secured loan facilities, repurchase facilities or other funding sources for mortgage loans that provides funding or availability, in an amount equal to at least the amount necessary to continue to fund the mortgage loans that are financed, as of the date of any determination, pursuant to the Master Repurchase Agreement, dated as of August 27, 2007, between Seller and Citibank, N.A., as amended (the “Citi Facility”).

     (bb) [Reserved].

     (cc) Maintenance of Papers, Records and Files. Seller shall acquire, and Seller shall build, maintain and have available, a complete file in accordance with Seller’s custom and practice for each Purchased Asset. Seller will maintain all such Records not in the possession of Custodian in good and complete condition in accordance with Seller’s practices and preserve them against loss or destruction.

     (i) Seller shall collect and maintain or cause to be collected and maintained all Records relating to the Purchased Assets in accordance with Seller’s custom and practice, including those maintained pursuant to the preceding subsection, and all such Records shall be in the related servicer’s or Custodian’s possession. Upon request, Seller shall deliver to the Buyer or its designee updates of such Servicing Records as reasonably requested by Buyer. Seller will not cause or authorize any such papers, records or files that are an original

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or an only copy to leave Custodian’s possession, except for individual items removed in connection with servicing a specific Loan, in which event Seller will obtain or cause to be obtained a receipt from the Custodian for any such paper, record or file.

     (ii) For so long as Buyer has an interest in or lien on any Purchased Asset, Seller will hold or cause to be held all related Records in trust for Buyer. Seller shall notify, or cause to be notified, every other party holding any such Records of the interests and liens granted hereby.

     (iii) Upon reasonable advance notice from Buyer, Seller shall (x) make any and all such Records available to Custodian or Buyer to examine any such Records, either by its own officers or employees, or by agents or contractors, or both, and make copies of all or any portion thereof, (y) permit Buyer or its authorized agents to discuss the affairs, finances and accounts of Seller with its respective chief operating officer and chief financial officer and to discuss the affairs, finances and accounts of Seller with its independent certified public accountants.

     (dd) Maintenance of Licenses. Seller shall (i) maintain all licenses, permits or other approvals necessary for Seller to conduct its business and to perform its obligations under the Program Documents, (ii) remain in good standing under the laws of each state in which it conducts business or any Mortgage Property is located, to the extent the failure to remain in good standing would reasonably be expected to have a Material Adverse Effect, or would have a material adverse effect on the value of the Purchased Assets or the Buyer’s interest therein, and (iii) shall conduct its business in accordance with applicable law in all material respects.

     (ee) Taxes, Etc. The Seller shall pay and discharge or cause to be paid and discharged, when due, all taxes, assessments and governmental charges or levies imposed upon the Seller or upon its income and profits or upon any of its property, real, personal or mixed (including without limitation, the Purchased Assets) or upon any part thereof, as well as any other lawful claims which, if unpaid, might become a Lien upon such properties or any part thereof, except for any such taxes, assessments and governmental charges, levies or claims as are appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves are provided. The Seller shall file on a timely basis all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it.

     (ff) Use of Custodian. Without the prior written consent of Buyer (such consent not to be unreasonably withheld), Seller shall use no third party custodian as document custodian other than the Custodian with respect to third party purchasers, prospective third party purchasers, lenders and prospective third party lenders with respect to loans of the same type as the Purchased Assets.

     (gg) Change of Fiscal Year. Seller will not at any time, directly or indirectly, except upon ninety (90) days’ prior written notice to Buyer, change the date on which Seller’s fiscal year begins from Seller’s current fiscal year beginning date.

     (hh) Delivery of Servicing Rights, Servicing Records and Servicing. With respect to the Servicing Rights of each Purchased Asset other than a Servicing Advance Asset, the Seller shall deliver such Servicing Rights to Buyer on the related Purchase Date. With respect to the Servicing Records and the physical and contractual servicing of each Purchased Asset, the Seller shall deliver (or cause the related Subservicer to deliver such Servicing Records and servicing to Buyer or its designee within forty (40) days of the earlier of (i) the termination of Seller or Subservicer as the servicer or subservicer, respectively, of the Purchased Assets or (ii) the related Purchase Date for such Purchased Assets;

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provided that with respect to clause (ii), on each Repurchase Date that is subject to a Rolled Transaction, such delivery requirement will be deemed restated for such Rolled Transaction (and the immediately preceding delivery requirement will be deemed to be rescinded) in the absence of directions to the contrary from Buyer, and a new 40-day period will be deemed to commence as of such Repurchase Date. For the avoidance of doubt with respect to clause (ii), the Seller shall deliver (or cause the related Subservicer to deliver) to Buyer or its designee, within forty (40) days after the latest Purchase Date, all of (x) the Servicing Records for each Purchased Asset and (y) the servicing relating to each Purchased Asset, except, in each case, if such Purchased Asset becomes subject to a Rolled Transaction on the related Repurchase Date or is repurchased in full by the Seller in accordance with the provisions of this Agreement. Seller’s transfer of the Servicing Rights, Servicing Records and the physical and contractual servicing under this Section shall be in accordance with customary standards in the industry and such transfer shall include the transfer of the gross amount of all escrows held for the related mortgagors (without reduction for unreimbursed advances or “negative escrows”).

     (ii) Establishment of Collection Account. Prior to the initial Purchase Date, Seller shall establish the Collection Account for the sole and exclusive benefit of Buyer. Seller shall deposit or credit to the Collection Account. Seller shall segregate all amounts collected on account of the Purchased Assets, to be held in trust for the benefit of Buyer, and shall remit such amounts in accordance with Section 7 hereof. No amounts deposited into such account shall be removed without Buyer’s prior written consent. Seller shall deposit or credit to the Collection Account all items to be deposited or credited thereto irrespective of any right of setoff or counterclaim arising in favor of it (or any third party claiming through it) under any other agreement or arrangement.

     (jj) MERS. Seller will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the MERS Loans for as long as such Purchased Loans are registered with MERS.

     (kk) Agency Audit and Approval Maintenance. Seller shall (i) at all times maintain copies of relevant portions of all Agency Audits in which there are material adverse findings, including without limitation written notices of defaults, written notices of termination of approved status, written notices of imposition of supervisory agreements or interim servicing agreements, and written notices of probation, suspension, or non-renewal, (ii) provide Buyer with copies of such Agency Audits promptly upon Buyer’s request, and (iii) take all actions necessary to maintain its respective Approvals.

     (ll) Takeout Payments. With respect to each Purchased Asset that is an Agency Takeout Loan, an Early Purchase Program Loan, a Non-Conforming Loan, or a Security, Seller shall ensure that the related Takeout Price and all other payments under the related Takeout Commitment shall be paid directly to Buyer in accordance with the wire instructions designated by Buyer; provided, that in the event that such Takeout Price exceeds an amount equal (i) the Repurchase Price for such Purchased Asset, plus (ii) all Obligations then due and owing by Seller to Buyer under the Agreement, then Buyer shall immediately remit such excess amount to Seller; provided, further, that Buyer may, in its sole discretion, net such excess amount from any other Obligations then due and owing by Seller to Buyer under this Agreement. With respect to each Purchased Asset that is an Agency Takeout Loan, (1) with respect to the wire transfer instructions as set forth in Freddie Mac Form 987 (Wire Transfer Authorization for a Cash Warehouse Delivery) such wire transfer instructions are identical to Buyer’s designated wire instructions or the Buyer has approved such wire transfer instructions in writing in its sole discretion, or (2) the Payee Number set forth on Fannie Mae Form 1068 (Fixed-Rate, Graduated-Payment, or Growing-Equity Mortgage Loan Schedule) or Fannie Mae Form 1069 (Adjustable-Rate Mortgage Loan Schedule), as applicable, is identical to the Payee Number that has been identified by Buyer in writing as Buyer’s Payee Number or the Buyer has approved the related Payee Number in writing in its sole discretion. With

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respect each Purchased Asset that is an Early Purchase Program Loan, the applicable Agency documents list Buyer as sole subscriber.

     (mm) Wet Loans. With respect to each Wet Loan, Seller shall deliver to the Custodian all Required Documents within twelve (12) Business Days of the related Purchase Date for such Wet Loan.

     (nn) Organizational Documents. The Seller shall give notice to Buyer of any material amendment to Seller’s organizational documents.

     (oo) Financial Covenants. Seller shall comply with the following financial covenants: (A) the ratio of Seller’s Total Indebtedness to Tangible Net Worth shall not at any time be greater than 12:1 and (B) the Tangible Net Worth of the Seller shall at all times exceed $150,000,000.

14. REPURCHASE DATE PAYMENTS

     On each Repurchase Date, except as provided in Section 3(g), Seller shall remit or shall cause to be remitted to Buyer the Repurchase Price together with any other Obligations then due and payable. In addition, on the date of any early repurchase, Seller shall remit or shall cause to be remitted to Buyer the Repurchase Price together with any other Obligations then due and payable with respect to any Purchased Asset repurchased on such date.

15. REPURCHASE OF PURCHASED ASSETS

     Upon discovery by Seller of a breach of any of the representations and warranties set forth on Schedule 1 to this Agreement, Seller shall give prompt written notice thereof to Buyer. Upon any such discovery by Buyer, Buyer will notify Seller. It is understood and agreed that the representations and warranties set forth in Schedule 1 with respect to the Purchased Assets shall survive delivery of the respective Mortgage Files to the Custodian and shall inure to the benefit of Buyer. The fact that Buyer has conducted or has failed to conduct any partial or complete due diligence investigation in connection with its purchase of any Purchased Asset shall not affect Buyer’s right to demand repurchase as provided under this Agreement. Seller shall, within two (2) Business Days of the earlier of Seller’s discovery or Seller receiving notice with respect to any Purchased Asset of (i) any breach of a representation or warranty contained in Schedule 1, or (ii) any failure to deliver any of the items required to be delivered as part of the Mortgage File within the time period required for delivery pursuant to the Custodial Agreement, promptly cure such breach or delivery failure in all material respects. If within two (2) Business Days after the earlier of Seller’s discovery of such breach or delivery failure or Seller receiving notice thereof that such breach or delivery failure has not been remedied by Seller and such breach or failure has a material adverse effect on the value of the Purchased Asset or Buyer’s interest therein, Seller shall promptly upon receipt of written instructions from Buyer, at Buyer’s option, either (i) repurchase such Purchased Asset at a purchase price equal to the Repurchase Price with respect to such Purchased Asset by wire transfer to the account designated by Buyer, or (ii) transfer comparable Substitute Assets to Buyer, as provided in Section 16 hereof.

16. SUBSTITUTION

     Seller may, subject to agreement with and acceptance by Buyer upon one (1) Business Day’s notice, substitute other assets which are substantially the same as the Purchased Assets (the “Substitute Assets”) for any one or more of the Purchased Assets. Such substitution shall be made by transfer to Buyer of such Substitute Assets and transfer to Seller of such Purchased Assets (the “Reacquired Assets”) along with the other information to be provided with respect to the applicable Substitute Asset as described in the form of Transaction Notice. Upon substitution, the Substitute Assets shall be deemed to

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be Purchased Assets, the Reacquired Assets shall no longer be deemed Purchased Assets, Buyer shall be deemed to have terminated any security interest that Buyer may have had in the Reacquired Assets and any Purchased Items solely related to such Reacquired Assets to Seller unless such termination and release would give rise to or perpetuate a Margin Deficit. Concurrently with any termination and release described in this Section 16, Buyer shall execute and deliver to Seller upon request and Buyer hereby authorizes Seller to file and record such documents as Seller may reasonably deem necessary or advisable in order to evidence such termination and release.

17. RESERVED

18. EVENTS OF DEFAULT

     Each of the following events shall constitute an Event of Default (an “Event of Default”) hereunder:

     (a) Seller fails to transfer the Purchased Assets to Buyer on the applicable Purchase Date (provided Buyer has tendered the related Purchase Price); or

     (b) Seller either fails to repurchase the Purchased Assets on the applicable Repurchase Date or fails to perform its obligations under Section 6; or

     (c) Seller shall default in the payment of any other amount payable by it hereunder or under any other Program Document after notification by the Buyer of such default, and such default shall have continued unremedied for three Business Days; or

     (d) any representation, warranty or certification made or deemed made herein or in any other Program Document by the Seller or any certificate furnished to the Buyer pursuant to the provisions thereof, shall prove to have been false or misleading in any material respect as of the time made or furnished (other than the representations and warranties set forth in Schedule 1 which shall be considered solely for the purpose of determining the Market Value of the Assets; unless (i) the Seller shall have made any such representations and warranties with knowledge that they were materially false or misleading at the time made or (ii) any such representations and warranties have been determined by the Buyer in its sole discretion to be materially false or misleading on a regular basis); or

     (e) Seller shall fail to comply with the requirements of Section 13(c)(i), Section 13(d), Sections 13(f)(i) or (iii), Sections 13(k) through 13(p), Section 13(oo) hereof; or the Seller shall otherwise fail to observe or perform any other agreement contained in this Agreement or any other Program Document and such failure to observe or perform shall continue unremedied for a period of five (5) Business Days; or

     (f) any final, judgment or judgments or order or orders for the payment of money in excess of $5,000,000 in the aggregate (to the extent that it is, in the reasonable determination of Buyer, uninsured and provided that any insurance or other credit posted in connection with an appeal shall not be deemed insurance for these purposes) shall be rendered against Seller or any of Seller’s Subsidiaries by one or more courts, administrative tribunals or other bodies having jurisdiction over them and the same shall not be discharged (or provisions shall not be made for such discharge), satisfied, or bonded, or a stay of execution thereof shall not be procured, within sixty (60) days from the date of entry thereof and Seller or any of Seller’s Subsidiaries, as applicable, shall not, within said period of sixty (60) days, appeal therefrom and cause the execution thereof to be stayed during such appeal; or

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     (g) Seller shall admit in writing its inability to, or intention not to, perform any of Seller’s Obligations; or

     (h) Seller or any of Seller’s Subsidiaries files a voluntary petition in bankruptcy, seeks relief under any provision of any bankruptcy, reorganization, moratorium, delinquency, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction whether now or subsequently in effect; or consents to the filing of any petition against it under any such law; or consents to the appointment of or taking possession by a custodian, receiver, conservator, trustee, liquidator, sequestrator or similar official for Seller or any of Seller’s Subsidiaries, or of all or substantially all of Seller’s or Seller’s Subsidiaries’ Property; or makes an assignment for the benefit of Seller or Seller’s Subsidiaries’ creditors; or

     (i) A custodian, receiver, conservator, liquidator, trustee, sequestrator or similar official for Seller, or any of Seller’s Subsidiaries, or substantially all of Seller’s, or their respective Property (as a debtor or creditor protection procedure), is appointed or takes possession of such Property; or Seller or any of Seller’s Subsidiaries generally fails to pay Seller’s or Seller’s Subsidiaries’ debts as they become due; or Seller or any of Seller’s Subsidiaries is adjudicated bankrupt or insolvent; or an order for relief is entered under the Federal Bankruptcy Code, or any successor or similar applicable statute, or any administrative insolvency scheme, against Seller or any of Seller’s Subsidiaries; or any of Seller’s or Seller’s Subsidiaries’ Property is sequestered by court or administrative order; or a petition is filed against Seller or any of Seller’s Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, moratorium, delinquency or liquidation law of any jurisdiction, whether now or subsequently in effect, and such petition is not dismissed within sixty (60) days; or

     (j) Any Governmental Authority, or any person, agency or entity acting under governmental authority shall have taken any action to (i) condemn, seize or appropriate, or to assume custody or control of, all or substantially all of the Property of Seller or any of Seller’s Subsidiaries, or shall have taken any action to displace the management of Seller or any of Seller’s Subsidiaries or (ii) to curtail its authority in the conduct of the business of any Seller or any of Seller’s Subsidiaries, or takes any action in the nature of enforcement to remove, limit or restrict the approval of Seller or any of Seller’s Subsidiaries as an issuer, buyer or a seller/servicer of Assets or securities backed thereby, and in the case of clause (ii), and any such action described in clause (ii) of this paragraph shall not have been discontinued or stayed within thirty (30) days and will have a Material Adverse Effect; or

     (k) Any Program Document shall for whatever reason (including an event of default thereunder) be terminated by Seller or Guarantor (other than as agreed upon by the Buyer and Seller or in accordance with the terms thereof), this Agreement shall for any reason cease to create a valid, first priority security interest or ownership interest upon transfer in any of the Purchased Assets or Purchased Items purported to be covered hereby or any of Seller’s material obligations (including Seller’s Obligations hereunder) shall cease to be in full force and effect, or the enforceability thereof shall be contested by the Seller; or

     (l) Any Material Adverse Effect shall have occurred, as determined by Buyer in its reasonable discretion; or

     (m) (i) Any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) a determination that a Plan is “at risk” (within the meaning of Section 303 of ERISA) or any Lien in favor of the PBGC or a Plan shall arise on the assets of Buyer or any ERISA Affiliate, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Plan, which Reportable Event or commencement of proceedings or appointment of a

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trustee is, in the reasonable opinion of Buyer, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Plan shall terminate for purposes of Title IV of ERISA, (v) Seller or any ERISA Affiliate shall, or in the reasonable opinion of Buyer is likely to, incur any liability in connection with a withdrawal from, or the insolvency or reorganization of, a Multiemployer Plan, (vi) Seller or any ERISA Affiliate shall file an application for a minimum funding waiver under section 302 of ERISA or section 412 of the Code with respect to any Plan, (vii) any obligation for post-retirement medical costs (other than as required by COBRA) exists, or (viii) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (viii) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect; or

     (n) A Change of Control of Seller shall have occurred without the prior consent of the Buyer; or

     (o) Seller shall grant, or suffer to exist, any Lien on any Purchased Items except the Liens contemplated hereby or under the Securities Repurchase Agreement; or the Liens contemplated hereby shall cease to be first priority perfected Liens on the Purchased Items in favor of the Buyer or shall be Liens in favor of any Person other than Buyer; or

     (p) FIF HE Guarantor, Seller or any of their respective Subsidiaries shall default under, or fail to perform as required under, or shall otherwise breach the terms of any interest rate protection agreement, repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds between the Seller, FIF HE Guarantor or such other entity, on the one hand, and the Buyer or any of the Buyer’s Affiliates on the other and such default, breach or failure entitles the Buyer or such Affiliate to accelerate or require prepayment of any indebtedness thereunder or, in the case of an interest rate protection agreement, to declare an early termination date thereunder; or the Seller, FIF HE Guarantor or any of their Subsidiaries shall default under, or fail to perform as requested under, the terms of any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds in an aggregate principal amount exceeding $5,000,000 entered into by the Seller or such other entity and any third party, which default or failure entitles any party to require acceleration or prepayment of any indebtedness thereunder; or

     (q) The Seller’s membership in MERS is terminated for any reason at any time the Seller is servicing MERS Mortgage Loans hereunder; or

     (r) FIF HE Guarantor, Seller or any of their respective Subsidiaries shall default under, or fail to perform as required under, or shall otherwise breach the terms of any of the Program Documents; or

     (s) Seller shall fail to meet the qualifications to maintain all requisite Approvals.

19. REMEDIES

     Upon the occurrence of an Event of Default, Buyer, at its option (which option shall be deemed to have been exercised immediately upon the occurrence of an Event of Default pursuant to Section 18(g), (h), (i) or (j)(ii) hereof), shall have the right to exercise any or all of the following rights and remedies:

     (i) The Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (provided that, in the event that the Purchase Date for any Transaction has not yet occurred as of the date of such exercise or deemed exercise, such Transaction shall be deemed immediately canceled). Seller’s

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obligations hereunder to repurchase all Purchased Assets at the Repurchase Price therefor on the Repurchase Date (determined in accordance with the preceding sentence) in such Transactions shall thereupon become immediately due and payable; all Income then held in the Collection Account or by Seller in trust for Buyer and all Income paid after such exercise or deemed exercise shall be remitted to and retained by Buyer and applied to the aggregate Repurchase Price and any other amounts owing by Seller hereunder and after repayment of all amounts owing by Seller hereunder such Income shall be used to satisfy all amounts owing by Seller to Buyer under the Corporate Loan; Seller shall immediately deliver to Buyer or its designee any and all original papers, Records and files relating to the Purchased Assets subject to such Transaction then in Seller’s possession and/or control; and all right, title and interest in and entitlement to such Purchased Assets and Servicing Rights thereon shall be deemed transferred to Buyer or its designee.

     (ii) Buyer shall have the right to (A) sell, on or following the Business Day following the date on which the Repurchase Price became due and payable pursuant to Section 19(a)(i) without notice or demand of any kind, at a public or private sale and at such price or prices as Buyer may deem to be commercially reasonable for cash or for future delivery without assumption of any credit risk, any or all or portions of the Purchased Assets on a servicing released basis. Buyer may purchase any or all of the Purchased Assets at any public or private sale. Seller shall remain liable to Buyer for any amounts that remain owing to Buyer following a sale and/or credit under the preceding sentence. The proceeds of any disposition of Purchased Assets shall be applied first to the reasonable costs and expenses incurred by Buyer in connection with or as a result of an Event of Default; second to Breakage Costs, if any, costs of cover and/or related hedging transactions; third to the aggregate Repurchase Prices; fourth to all other Obligations and fifth to all obligations under the Corporate Loan.

     (iii) Buyer shall have the right to terminate this Agreement and declare all obligations of Seller to be immediately due and payable, by a notice in accordance with Section 21 hereof; provided no such notice shall be required for an Event of Default pursuant to Section 18(g),(h), (i) or (j) hereof.

     (iv) The parties recognize that it may not be possible to purchase or sell all of the Purchased Assets on a particular Business Day, or in a transaction with the same purchaser, or in the same manner because the market for such Purchased Assets may not be liquid. In view of the nature of the Purchased Assets, the parties agree that liquidation of a Transaction or the underlying Purchased Assets does not require a public purchase or sale and that a good faith private purchase or sale shall be deemed to have been made in a commercially reasonable manner. Accordingly, Buyer may elect the time and manner of liquidating any Purchased Asset and nothing contained herein shall obligate Buyer to liquidate any Purchased Asset on the occurrence of an Event of Default or to liquidate all Purchased Assets in the same manner or on the same Business Day or constitute a waiver of any right or remedy of Buyer. Notwithstanding the foregoing, the parties to this Agreement agree that the Transactions have been entered into in consideration of and in reliance upon the fact that all Transactions hereunder constitute a single business and contractual obligation and that each Transaction has been entered into in consideration of the other Transactions.

     (v) To the extent permitted by applicable law, the Seller waives all claims, damages and demands it may acquire against the Buyer arising out of the exercise by the Buyer of any of its rights hereunder, other than those claims, damages and demands arising from the gross negligence or willful misconduct of the Buyer. If any notice of a proposed

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sale or other disposition of Purchased Items shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition.

     (b) Seller hereby acknowledges, admits and agrees that Seller’s obligations under this Agreement are recourse obligations of Seller to which Seller pledges its full faith and credit. In addition to its rights hereunder, Buyer shall have the right to proceed against any of Seller’s assets which may be in the possession of Buyer, any of Buyer’s Affiliates or their respective designees (including the Custodian), including the right to liquidate such assets and to set-off the proceeds against monies owed by Seller to Buyer pursuant to this Agreement. Buyer may set-off cash, the proceeds of the liquidation of the Purchased Assets and Additional Purchased Assets, any other Purchased Items and their proceeds and all other sums or obligations owed by Buyer to Seller against all of Seller’s obligations to Buyer, whether under this Agreement, under a Transaction, or under any other agreement between the parties, or otherwise, whether or not such obligations are then due, without prejudice to Buyer’s right to recover any deficiency. For the avoidance of doubt, Buyer may set-off and net any obligations of Seller hereunder against any collateral pledged under the Securities Repurchase Agreement.

     (c) Buyer shall have the right to obtain physical possession of the Records and Servicing Records and all other files of Seller relating to the Purchased Assets and all documents relating to the Purchased Assets which are then or may thereafter come into the possession of Seller or any third party acting for Seller and Seller shall deliver to Buyer such assignments as Buyer shall request.

     (d) Buyer shall have the right to direct all Persons servicing the Purchased Assets to take such action with respect to the Purchased Assets as Buyer determines appropriate.

     (e) Buyer shall, without regard to the adequacy of the security for the Obligations, be entitled to the appointment of a receiver by any court having jurisdiction, without notice, to take possession of and protect, collect, manage, liquidate, and sell the Purchased Assets and any other Purchased Items or any portion thereof, collect the payments due with respect to the Purchased Assets and any other Purchased Items or any portion thereof, and do anything that Buyer is authorized hereunder or by law to do. Seller shall pay all costs and expenses incurred by Buyer in connection with the appointment and activities of such receiver.

     (f) Buyer may, at its option, enter into one or more Interest Rate Protection Agreements covering all or a portion of the Purchased Assets, and the Seller shall be responsible for all damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against the Buyer relating to or arising out of such Interest Rate Protection Agreements for a period of thirty (30) days following the occurrence of an Event of Default; including without limitation any losses resulting from such Interest Rate Protection Agreements; provided that Buyer shall not have the right to enter into any such Interest Rate Protection Agreement if the Seller assigns to Buyer an Interest Rate Protection Agreement reasonably acceptable to Buyer.

     (g) In addition to all the rights and remedies specifically provided herein, Buyer shall have all other rights and remedies provided by applicable federal, state, foreign, and local laws, whether existing at law, in equity or by statute, including, without limitation, all rights and remedies available to a purchaser or a secured party, as applicable, under the Uniform Commercial Code.

     Except as otherwise expressly provided in this Agreement, Buyer shall have the right to exercise any of its rights and/or remedies without presentment, demand, protest or further notice of any kind other than as expressly set forth herein, all of which are hereby expressly waived by Seller.

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     Buyer may enforce its rights and remedies hereunder without prior judicial process or hearing, and Seller hereby expressly waives, to the extent permitted by law, any right Seller might otherwise have to require Buyer to enforce its rights by judicial process. Seller also waives, to the extent permitted by law, any defense Seller might otherwise have to the Obligations, arising from use of nonjudicial process, enforcement and sale of all or any portion of the Purchased Assets and any other Purchased Items or from any other election of remedies. Seller recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s length.

     Seller shall cause all sums received by it with respect to the Purchased Assets to be deposited with such Person as Buyer may direct after receipt thereof. Seller shall be liable to Buyer for the amount of all expenses (plus interest thereon at a rate equal to the Post-Default Rate), and Breakage Costs including, without limitation, all costs and expenses incurred within thirty (30) days of the Event of Default in connection with hedging or covering transactions related to the Purchased Assets, conduit advances and payments for mortgage insurance.

20. DELAY NOT WAIVER; REMEDIES ARE CUMULATIVE

     No failure on the part of Buyer to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Buyer of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All rights and remedies of Buyer provided for herein are cumulative and in addition to any and all other rights and remedies provided by law, the Program Documents and the other instruments and agreements contemplated hereby and thereby, and are not conditional or contingent on any attempt by Buyer to exercise any of its rights under any other related document. Buyer may exercise at any time after the occurrence of an Event of Default one or more remedies, as Buyer so desires, and may thereafter at any time and from time to time exercise any other remedy or remedies afforded Buyer hereunder, under any Program Document or law.

21. NOTICES AND OTHER COMMUNICATIONS

Except as otherwise expressly permitted by this Agreement, all notices, requests and other communications provided for herein and under the Custodial Agreement (including, without limitation, any modifications of, or waivers, requests or consents under, this Agreement) shall be given or made in writing (including, without limitation, by telex or telecopy) delivered to the intended recipient at the “Address for Notices” specified below its name on the signature pages hereof); or, as to any party, at such other address as shall be designated by such party in a written notice to each other party. Except as otherwise provided in this Agreement and except for notices given by the Seller under Section 3(a) (which shall be effective only on receipt), all such communications shall be deemed to have been duly given when transmitted by telex or telecopier or personally delivered or, in the case of a notice mailed or sent by overnight mail, upon receipt, in each case given or addressed as aforesaid.

22. USE OF EMPLOYEE PLAN ASSETS

     No assets of an employee benefit plan subject to any provision of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) shall be used by either party hereto in a Transaction.

23. INDEMNIFICATION AND EXPENSES.

     (a) The Seller agrees to hold the Buyer, and its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any

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Indemnified Party against all liabilities, losses, damages, judgments, reasonable out-of-pocket costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Asset for any sum owing thereunder, or to enforce any provisions of any Asset, the Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from the Seller. The Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. The Seller hereby acknowledges that, the obligations of the Seller under this Agreement are recourse obligations of the Seller.

     (b) The Seller agrees to pay as and when billed by the Buyer all of the reasonable out-of pocket costs and expenses incurred by the Buyer in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement, any other Program Document or any other documents prepared in connection herewith or therewith. The Seller agrees to pay as and when billed by the Buyer all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to the Buyer and (ii) all the reasonable due diligence, inspection, testing and review costs and expenses incurred by the Buyer with respect to Purchased Items under this Agreement, including, but not limited to, those reasonable costs and expenses incurred by the Buyer pursuant to Sections 23, 39 and 44 hereof. Seller also agrees not to assert any claim against Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Program Documents, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES.

     (c) If Seller fails to pay when due any costs, expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Buyer, in its sole discretion and Seller shall remain liable for any such payments by Buyer. No such payment by Buyer shall be deemed a waiver of any of Buyer’s rights under the Program Documents.

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     (d) Without prejudice to the survival of any other agreement of Seller hereunder, the covenants and obligations of Seller contained in this Section 23 shall survive the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Assets by Buyer against full payment therefor.

24. WAIVER OF REDEMPTION AND DEFICIENCY RIGHTS

     Seller hereby expressly waives, to the fullest extent permitted by law, every statute of limitation on a deficiency judgment, any reduction in the proceeds of any Purchased Items as a result of restrictions upon Buyer or Custodian contained in the Program Documents or any other instrument delivered in connection therewith, and any right that it may have to direct the order in which any of the Purchased Items shall be disposed of in the event of any disposition pursuant hereto.

25. REIMBURSEMENT

     All sums reasonably expended by Buyer in connection with the exercise of any right or remedy provided for herein shall be and remain Seller’s obligation (unless and to the extent that Seller is the prevailing party in any dispute, claim or action relating thereto). Seller agrees to pay, with interest at the Post-Default Rate to the extent that an Event of Default has occurred, the reasonable out-of-pocket expenses and reasonable attorneys’ fees incurred by Buyer and/or Custodian in connection with the preparation, negotiation, enforcement (including any waivers), administration and amendment of the Program Documents (regardless of whether a Transaction is entered into hereunder), the taking of any action, including legal action, required or permitted to be taken by Buyer (without duplication to Buyer) and/or Custodian pursuant thereto, any “due diligence” or loan agent reviews conducted by Buyer or on its behalf or by refinancing or restructuring in the nature of a “workout.”

26. FURTHER ASSURANCES

     Seller agrees to do such further acts and things and to execute and deliver to Buyer such additional assignments, acknowledgments, agreements, powers and instruments as are reasonably required by Buyer to carry into effect the intent and purposes of this Agreement and the other Program Documents, to perfect the interests of Buyer in the Purchased Items or to better assure and confirm unto Buyer its rights, powers and remedies hereunder and thereunder.

27. TERMINATION

     This Agreement shall remain in effect until the Termination Date. However, no such termination shall affect Seller’s outstanding obligations to Buyer at the time of such termination. Seller’s obligations under Section 3(e), Section 3(j), Section 5, Section 12 and Section 23 and any other reimbursement or indemnity obligation of Seller to Buyer pursuant to this Agreement or any other Program Documents shall survive the termination hereof.

28. SEVERABILITY

     If any provision of any Program Document is declared invalid by any court of competent jurisdiction, such invalidity shall not affect any other provision of the Program Documents, and each Program Document shall be enforced to the fullest extent permitted by law.

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29. BINDING EFFECT; GOVERNING LAW

     This Agreement shall be binding and inure to the benefit of the parties hereto and their respective successors and assigns, except that Seller may not assign or transfer any of its respective rights or obligations under this Agreement or any other Program Document without the prior written consent of Buyer. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN).

30. AMENDMENTS

     Except as otherwise expressly provided in this Agreement, any provision of this Agreement may be modified or supplemented only by an instrument in writing signed by the Seller and the Buyer and any provision of this Agreement may be waived by the Buyer.

31. SUCCESSORS AND ASSIGNS

     This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

32. SURVIVAL

     The obligations of the Seller under Sections 3(e), 3(j), 5, 23 and 25 hereof and any other reimbursement or indemnity obligation of Seller to Buyer pursuant to this Agreement or any other Program Document shall survive the repurchase of the Assets hereunder and the termination of this Agreement. In addition, each representation and warranty made, or deemed to be made by a request for a purchase, herein or pursuant hereto shall survive the making of such representation and warranty, and the Buyer shall not be deemed to have waived, by reason of purchasing any Loan, any Default that may arise by reason of such representation or warranty proving to have been false or misleading, notwithstanding that the Buyer may have had notice or knowledge or reason to believe that such representation or warranty was false or misleading at the time such purchase was made.

33. CAPTIONS

     The table of contents and captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.

34. COUNTERPARTS

     This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart. The parties agree that this Agreement and any notices hereunder may be transmitted between them by email and/or by facsimile. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties. The original documents shall be promptly delivered, if requested.

35. SUBMISSION TO JURISDICTION; WAIVERS

EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY:

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     (A) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND/OR ANY OTHER PROGRAM DOCUMENT, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

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

     (C) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH UNDER ITS SIGNATURE BELOW OR AT SUCH OTHER ADDRESS OF WHICH THE BUYER SHALL HAVE BEEN NOTIFIED; AND

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

36. WAIVER OF JURY TRIAL

EACH OF THE SELLER AND THE BUYER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER PROGRAM DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

37. ACKNOWLEDGEMENTS

     The Seller hereby acknowledges that:

     (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Program Documents to which it is a party;

     (b) the Buyer has no fiduciary relationship to the Seller; and

     (c) no joint venture exists among or between the Buyer and the Seller.

38. HYPOTHECATION OR PLEDGE OF PURCHASED ITEMS.

     Notwithstanding anything contained herein or in any other Program Document to the contrary, Buyer shall have free and unrestricted use of all Purchased Assets and Purchased Items and nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Assets and Purchased Items or otherwise pledging, repledging, transferring, hypothecating, or rehypothecating the Purchased Assets and Purchased Items. Nothing contained in this Agreement shall obligate Buyer to

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segregate any Purchased Assets or Purchased Items delivered to Buyer by Seller. The Buyer shall indemnify the Seller for any failure of the Buyer to redeliver any Purchased Items to the Seller on a Repurchase Date in an amount up to the value of the related Purchased Items.

39. ASSIGNMENTS; PARTICIPATIONS.

     (a) The Seller may assign any of its rights or obligations hereunder only with the prior written consent of the Buyer. The Buyer may, with the consent of the Seller, assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of the Buyer all or any of its rights under this Agreement and the other Program Documents.

     (b) The Buyer may, in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase Loans, or any other interest of the Buyer hereunder and under the other Program Documents. In the event of any such sale by the Buyer of participating interests to a Participant, the Buyer’s obligations under this Agreement to the Seller shall remain unchanged, the Buyer shall remain solely responsible for the performance thereof and the Seller shall continue to deal solely and directly with the Buyer in connection with the Buyer’s rights and obligations under this Agreement and the other Program Documents. The Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with the Buyer the proceeds thereof. The Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(j) and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that the Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than the Buyer would have been entitled to receive had no such transfer occurred.

     (c) The Buyer may furnish any information concerning the Seller or any of its Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying the Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose.

     (d) The Seller agrees to cooperate with the Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in order to give effect to such assignment and/or participation. The Seller further agrees to furnish to any Participant identified by the Buyer to the Seller copies of all reports and certificates to be delivered by the Seller to the Buyer hereunder, as and when delivered to the Buyer.

     (e) Seller shall appoint Buyer, and Buyer agrees to act as an agent of Seller, solely for purposes of maintaining the record of any sale, transfer, assignment, subdivision or participation of any rights or obligations under this Agreement, as well as of all payments of principal and interest (in each case, for U.S. federal income tax purposes) in respect of this Agreement. The provisions of this paragraph (e) are intended to cause the obligations under this Agreement to be in “registered form” within the meaning of Treasury Regulations Section 5f.103-1(c), and shall be interpreted and carried out in a manner consistent therewith. Notwithstanding the foregoing, Buyer shall be obligated to permit the Seller

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access only to its books and records containing information described in this paragraph (e) and only to the extent required by the U.S. federal income tax law. Buyer shall not have any liability as the Seller’s agent.

40. SINGLE AGREEMENT

     Seller and Buyer acknowledge that, and have entered hereinto and will enter into each Transaction hereunder in consideration of and in reliance upon the fact that, all Transactions hereunder constitute a single business and contractual relationship and have been made in consideration of each other. Accordingly, Seller and Buyer each agree (i) to perform all of its obligations in respect of each Transaction hereunder, and that a default in the performance of any such obligations shall constitute a default by it in respect of all Transactions hereunder, and (ii) that payments, deliveries and other transfers made by any of them in respect of any Transaction shall be deemed to have been made in consideration of payments, deliveries and other transfers in respect of any other Transaction hereunder, and the obligations to make any such payments, deliveries and other transfers may be applied against each other and netted.

41. INTENT

     (a) Seller and Buyer recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101(47)(A)(i) of Title 11 of the USC, a “securities contract” as that term is defined in Section 741(7)(A)(i) of Title 11 of the USC, and a “master netting agreement” as that term is defined in Section 101(38A)(A) of Title 11 of the USC, and that the pledge of the Related Credit Enhancement in Section 8(a) hereof is intended to constitute “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), 101(47)(a)(v) and 741(7)(A)(x) of Title 11 of the USC. It is the intent of the parties hereto that the beneficial interest in the Loans evidenced by the Purchased Participation Certificates or Purchased Securities shall constitute an “interest in a mortgage loan” as that term is used in Sections 101(47)(A)(i) and 741(7)(A)(i) of Title 11 of the USC.

     (b) It is understood that Buyer’s right to liquidate the Purchased Items delivered to it in connection with the Transactions hereunder or to accelerate or terminate this Agreement or otherwise exercise any other remedies pursuant to Section 19 hereof is a contractual right to liquidate, accelerate or terminate such Transaction as described in Sections 555, 559 and 561 of Title 11 of the USC.

42. CONFIDENTIALITY

     The Program Documents and their respective terms, provisions, supplements and amendments, and transactions and notices thereunder, are proprietary to Buyer and shall be held by Seller in strict confidence and shall not be disclosed to any third party without the consent of Buyer except for (i) disclosure to Seller’s direct and indirect parent companies, directors, attorneys, agents or accountants, provided that such attorneys or accountants likewise agree to be bound by this covenant of confidentiality, or are otherwise subject to confidentiality restrictions or (ii) upon prior written notice to Buyer, disclosure required by law, rule, regulation or order of a court or other regulatory body or (iii) upon prior written notice to Buyer, disclosure to any approved hedge counterparty to the extent necessary to obtain any Interest Rate Protection Agreement hereunder or (iv) any disclosures or filing required under Securities and Exchange Commission (“SEC”) or state securities’ laws; provided that in the case of (ii), (iii) and (iv), Seller shall take reasonable actions to provide Buyer with prior written notice; provided further that in the case of (iv), Seller shall not file any of the Program Documents other than the Agreement with the SEC or state securities office or otherwise required under applicable law unless Seller shall have provided at least thirty (30) days (or such lesser time as may be demanded by the SEC or state securities office) prior written notice of such filing to Buyer. Notwithstanding anything herein to the contrary, each party (and each employee, representative, or other agent of each party) may disclose to any and all persons,

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without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For this purpose, tax treatment and tax structure shall not include (i) the identity of any existing or future party (or any Affiliate of such party) to this Agreement or (ii) any specific pricing information or other commercial terms, including the amount of any fees, expenses, rates or payments arising in connection with the transactions contemplated by this Agreement.

43. SERVICING

     (a) Subject to subsection (iv) below, the Seller covenants to maintain or cause the servicing of the Purchased Loans to be maintained in conformity with Accepted Servicing Practices and pursuant to the related underlying Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) forty (40) days after the last Purchase Date of such Purchased Loans, (iii) an Event of Default, (iv) the date on which all the Obligations have been paid in full, or (v) the transfer of servicing to any entity approved by the Buyer and the assumption thereof by such entity.

     (b) During the period the Seller is servicing the Purchased Loans, (i) the Seller agrees that Buyer is the owner of all Servicing Records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Loans (the “Servicing Records”), and (ii) the Seller grants the Buyer a security interest in all servicing fees and rights relating to the Purchased Loans and all Servicing Records to secure the obligation of the Seller or its designee to service in conformity with this Section 43 and any other obligation of Seller to the Buyer. At all times during the term of this Agreement, the Seller covenants to hold such Servicing Records in trust for Buyer and to safeguard, or cause each Subservicer to safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to the Buyer or its designee (including the Custodian) at the Buyer’s request or otherwise as required by operation of Section 13(hh) hereof. It is understood and agreed by the parties that prior to an Event of Default, the Seller, as servicer shall retain the servicing fees with respect to the Purchased Loans.

     (c) If any Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other a Seller (a “Subservicer”), or if the servicing of any Purchased Loan is to be transferred to a Subservicer, the Seller shall provide a copy of the related servicing agreement and an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to the Buyer at least three (3) Business Days prior to such Purchase Date or transfer date, as applicable, which Servicing Agreement shall be in form and substance acceptable to Buyer. In addition, Seller shall have obtained the prior written consent of the Buyer for such Subservicer to subservice the Loans, which consent may be withheld in Buyer’s sole discretion. The Buyer shall have the right, exercisable at any time in its reasonable discretion, upon written notice, to terminate any of Seller or Subservicers as servicer or subservicer, respectively, and any related Servicing Agreement (to the extent permitted therein). Upon any such termination, Seller shall transfer or shall cause Subservicer to transfer such servicing with respect to such Purchased Loans to Buyer or its designee, at no cost or expense to Buyer. Seller agrees to cooperate with Buyer in connection with the transfer of servicing. After the Purchase Date, until the Repurchase Date, Seller will have no right to modify or alter the terms of the Loan or consent to the modification or alteration of the terms of any Loan, and Seller will have no obligation or right to repossess any Loan or substitute another Loan, except as provided in any Custodial Agreement or otherwise as expressly permitted in this Agreement.

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     (d) The Seller shall permit the Buyer to inspect upon reasonable prior written notice at a mutually convenient time, the Seller’s or its Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying the Buyer that the Seller or its Affiliate, as the case may be, has the ability to service the Loans as provided in this Agreement. In addition, with respect to any Subservicer which is not an Affiliate of the Seller, the Seller shall use its best efforts to enable the Buyer to inspect the servicing facilities of such Subservicer.

44. PERIODIC DUE DILIGENCE REVIEW

     The Seller acknowledges that the Buyer has the right to perform continuing due diligence reviews with respect to any of the Assets for purposes of verifying compliance with the representations, warranties, covenants and specifications made hereunder or under any other Program Document, or otherwise, and the Seller agrees that upon reasonable (but no less than one (1) Business Day’s) prior notice to the Seller (provided that upon the occurrence of a Default or an Event of Default, no such prior notice shall be required), the Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, make copies of, and make extracts of, the Mortgage Files, the Records, the Servicing Records and any and all documents, records, agreements, instruments or information relating to such Assets in the possession, or under the control, of the Seller and/or the Custodian. The Seller also shall make available to the Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Assets. Without limiting the generality of the foregoing, the Seller acknowledges that the Buyer shall purchase Assets from the Seller based solely upon the information provided by the Seller to the Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that the Buyer, at its option, has the right, at any time to conduct a partial or complete due diligence review on some or all of the Purchased Assets, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Asset. The Buyer may underwrite such Assets itself or engage a third party underwriter to perform such underwriting. The Seller agrees to cooperate with the Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Assets in the possession, or under the control, of the Seller. In addition, the Buyer has the right to perform continuing Due Diligence Reviews of the Seller and its Affiliates, directors, and their respective Subsidiaries and the officers, employees and significant shareholders thereof. The Seller and Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by the Buyer in connection with the Buyer’s activities pursuant to this Section 44 shall be paid by the Seller.

45. SET-OFF

     In addition to any rights and remedies of the Buyer provided by this Agreement and by law, the Buyer shall have the right, without prior notice to the Seller following the occurrence and during the continuation of a Default or an Event of Default, any such notice being expressly waived by the Seller to the extent permitted by applicable law, upon any amount becoming due and payable by the Seller hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all Property and deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Buyer or any Affiliate thereof to or for the credit or the account of the Seller including any cash or collateral held by or in trust for Buyer under any of the Securities Repurchase Agreement or the Corporate Loan. The Buyer may, following the occurrence and during the continuation of a Default or an Event of Default, set-off cash, the proceeds of the liquidation of any Purchased Items and all other sums or obligations owed by the Buyer or its Affiliates to Seller against all of Seller’s obligations to the Buyer

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or its Affiliates, whether under this Agreement or under any other agreement between the parties or between Seller and any Affiliate of the Buyer, including the Securities Repurchase Agreement and the Corporate Loan, or otherwise, whether or not such obligations are then due, without prejudice to the Buyer’s or its Affiliate’s right to recover any deficiency. The Buyer agrees promptly to notify the Seller after any such set-off and application made by the Buyer; provided that the failure to give such notice shall not affect the validity of such set-off and application.

46. AMENDMENT AND RESTATEMENT

     The terms and provisions of the Existing Agreement shall be amended and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to, and shall not, effect a novation of any of the obligations of the parties to the Existing Agreement, but merely an amendment and restatement of the terms governing such obligations.

47. ENTIRE AGREEMENT

     This Agreement and the other Program Documents embody the entire agreement and understanding of the parties hereto and thereto and supersede any and all prior agreements, arrangements and understandings relating to the matters provided for herein and therein. No alteration, waiver, amendments, or change or supplement hereto shall be binding or effective unless the same is set forth in writing by a duly authorized representative of each party hereto.

[SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.

NATIONSTAR MORTGAGE LLC, a Delaware limited liability company, as Seller
By:	/s/ Gregory Oniu
	Name:	Gregory Oniu
	Title:	Senior Vice President

Address for Notices:

Nationstar Mortgage LLC
350 Highland Drive
Lewisville, Texas 75067
Attention: Anne Sutherland, General Counsel
Facsimile: (469) 549-2085

THE ROYAL BANK OF SCOTLAND PLC (as assignee of RBS Financial Products, Inc.) as Buyer and Agent, as applicable By:  RBS Securities, Inc., its agent
By:	/s/ Regina Abayev
	Name:	Regina Abayev
	Title:	VP

Address for Notices:

The Royal Bank of Scotland PLC
600 Washington Blvd.
Stamford, Connecticut 06901
Attention: Legal with a copy to Asset-Backed
Finance at the same address

ANNEX I

BUYER ACTING AS AGENT

     This Annex I forms a part of the Fifth Amended and Restated Master Repurchase Agreement dated as of January 27, 2010, (the “Agreement”) between Nationstar Mortgage LLC, and The Royal Bank of Scotland PLC This Annex I sets forth the terms and conditions governing all transactions in which the Buyer selling assets or buying assets, as the case may be (“Agent”), in a Transaction is acting as agent for one or more third parties (each, a “Principal”); provided that Buyer may not so act as Agent for a Principal without the prior written consent of Seller. Capitalized terms used but not defined in this Annex I shall have the meanings ascribed to them in the Agreement.

1.	Additional Representations. Agent hereby makes the following representations, which shall continue during the term of any Transaction: Principal has duly authorized Agent to execute and deliver the Agreement and the other Program Documents on its behalf, has the power to so authorize Agent and to enter into the Transactions contemplated by the Agreement and the other Program Documents and to perform the obligations of the Buyer under such Transactions, and has taken all necessary action to authorize such execution and delivery by Agent and such performance by it.
2.	Identification of Principals. Agent agrees (a) to provide the other party, prior to the date on which the parties agree to enter into any Transaction under the Agreement, with a written list of Principals for which it intends to act as Agent (which list may be amended in writing from time to time with the consent of the other party) and (b) to provide the other party, before the close of business on the next business day after orally agreeing to enter into a Transaction, with notice of the specific Principal or Principals for whom it is acting in connection with such Transaction. If (i) Agent fails to identify such Principal or Principals prior to the close of business on such next business day or (ii) the other party shall determine in its sole discretion any Principal or Principals identified by Agent are not acceptable to it, the other party may reject and rescind any Transaction with such Principal or Principals, return to Agent any Purchased Assets or portion of the Purchase Price, as the case may be, previously transferred to the other party and refuse any further performance under such Transaction, and Agent shall immediately return to the other party any portion of the Purchase Price or Purchased Assets, as the case may be, previously transferred to Agent in connection with such Transaction; provided, however, that (A) the other party shall promptly (and in any event within one business day) notify Agent of its determination to reject and rescind such Transaction and (B) to the extent that any performance was rendered by any party under any Transaction rejected by the other party, and such party shall remain entitled to any Price Differential or other amounts that would have been payable to it with respect to such performance if such Transaction had not been rejected. The other party acknowledges that Agent shall not have any obligation to provide it with confidential information regarding the financial status of its Principals; Agent agrees, however, that it will assist the other party in obtaining from Agent’s Principals such Information regarding the financial status of such Principals as the other party may reasonably request.
3.	Limitation of Agent’s Liability. The parties expressly acknowledge that if the representations of Agent under the Agreement, including this Annex I, are true and correct in all material respects during the term of any Transaction and Agent otherwise complies with the provisions of this Annex I, then (a) Agent’s obligations under the Agreement shall not include a guarantee of performance by its Principal or Principals; provided that Agent shall remain liable for performance pursuant to Section 10 of the Agreement, and (b) the other party’s remedies shall not

Annex 1-1

	include a right of setoff in respect of rights or obligations, if any, of Agent arising in other transactions in which Agent is acting as principal.
4.	Multiple Principals.

(a) In the event that Agent proposes to act for more than one Principal hereunder, Agent and the other party shall elect whether (i) to treat Transactions under the Agreement as transactions entered into on behalf of separate Principals or (ii) to aggregate such Transactions as if they were transactions by a single Principal. Failure to make such an election in writing shall be deemed an election to treat Transactions under the Agreement as transactions on behalf of a single Principal.

(b) In the event that Agent and the other party elect (or are deemed to elect) to treat Transactions under the Agreement as transactions on behalf of separate Principals, the parties agree that (i) Agent will provide the other party, together with the notice described in Section 2(b) of this Annex I, notice specifying the portion of each Transaction allocable to the account of each of the Principals for which it is acting (to the extent that any such Transaction is allocable to the account of more than one Principal); (ii) the portion of any individual Transaction allocable to each Principal shall be deemed a separate Transaction under the Agreement; (iii) the margin maintenance obligations of Seller under Section 6(a) of the Agreement shall be determined on a Transaction-by-Transaction basis (unless the parties agree to determine such obligations on a Principal-by-Principal basis); and (iv) Buyer’s remedies under the Agreement upon the occurrence of an Event of Default shall be determined as if Agent had entered into a separate Agreement with the other party on behalf of each of its Principals.

(c) In the event that Agent and the other party elect to treat Transactions under the Agreement as if they were transactions by a single Principal, the parties agree that (i) Agent’s notice under Section 2(b) of this Annex I need only identify the names of its Principals but not the portion of each Transaction allocable to each Principal’s account; (ii) the margin maintenance obligations of Seller under Section 6(a) of the Agreement shall, subject to any greater requirement imposed by applicable law, be determined on an aggregate basis for all Transactions entered into by Agent on behalf of any Principal; and (iii) Buyer’s remedies upon the occurrence of an Event of Default shall be determined as if all Principals were a single Buyer.

(d) Notwithstanding any other provision of the Agreement (including, without limitation, this Annex I), the parties agree that any Transactions by Agent on behalf of an employee benefit plan under ERISA shall be treated as Transactions on behalf of separate Principals in accordance with Section 4(b) of this Annex I (and all margin maintenance obligations of the parties shall be determined on a Transaction-by-Transaction basis).

5. Interpretation of Terms. All references to “Buyer” in the Agreement shall, subject to the provisions of this Annex I (including, among other provisions, the limitations on Agent’s liability in Section 3 of this Annex 1), be construed to reflect that (i) each Principal shall have, in connection with any Transaction or Transactions entered into by Agent on its behalf, the rights, responsibilities, privileges and obligations of a “Buyer”, directly entering into such Transaction or Transactions with the other party under the Agreement, and (ii) Agent’s Principal or Principals have designated Agent as their sole agent for performance of Buyer’s obligations to Seller and for receipt of performance by Seller of its obligations to Buyer in connection with any Transaction or Transactions under the Agreement (including, among other things, as Agent for each Principal in

Annex 1-2

connection with transfers of Loans, securities, cash or other property and as agent for giving and receiving all notices under the Agreement). Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly.

Annex 1-3

SCHEDULE 1

REPRESENTATIONS AND WARRANTIES

     Representations and Warranties with Respect to Loans

     (a) Loans as Described. The information set forth in the Asset Schedule with respect to the Loan is complete, true and correct in all material respects.

     (b) Payments Current. The first Monthly Payment shall have been made prior to the second scheduled Monthly Payment becoming due.

     (c) No Outstanding Charges. To the Seller’s knowledge, there are no defaults in complying with the terms of the Mortgage securing the Loan, and all taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid, or an escrow of funds has been established in an amount sufficient to pay for every such item which remains unpaid and which has been assessed but is not yet due and payable. Neither Seller nor the Qualified Originator from which Seller acquired the Loan has advanced funds, or induced, solicited or knowingly received any advance of funds by a party other than the Mortgagor, directly or indirectly, for the payment of any amount required under the Loan, except for interest accruing from the date of the Note or date of disbursement of the proceeds of the Loan, whichever is more recent, to the day which precedes by one month the Due Date of the first installment of principal and interest thereunder.

     (d) Original Terms Unmodified. The terms of the Note and Mortgage have not been impaired, waived, altered or modified in any respect, (i) from the date of final endorsement of the Mortgage Note by HUD with respect to FHA Loans, and (ii) from the date of origination for all other mortgage loans; except by a written instrument which has been recorded (or promptly will be recorded, in the case of any of the foregoing that occurs after the related Purchase Date), if necessary to protect the interests of the Buyer, and which has been delivered to the Custodian and the terms of which are reflected in the Loan Schedule. The substance of any such waiver, alteration or modification has been approved by the title insurer, to the extent required by the title insurance policy and by the FHA for the related FHA Loans, and its terms are reflected on the Loan Schedule. No Mortgagor in respect of the Loan has been released, in whole or in part, except in connection with an assumption agreement approved by the title insurer, to the extent required by such policy and by the FHA for the related FHA Loans, and which assumption agreement is part of the Mortgage File delivered to the Custodian and the terms of which are reflected in the Loan Schedule.

     (e) No Defenses. The Loan is not subject to any right of Rescission, setoff, counterclaim or defense, including without limitation the defense of usury, nor will the operation of any of the terms of the Note or the Mortgage, or the exercise of any right thereunder, render either the Note or the Mortgage unenforceable, in whole or in part or, with respect to FHA Loans, impair Buyer’s ability to collect full insurance benefits under the FHA Mortgage Insurance Contract, without indemnity to HUD, and no such right of Rescission, set-off, counterclaim or defense has been asserted with respect thereto, and no Mortgagor in respect of the Loan was a debtor in any state or Federal bankruptcy or insolvency proceeding at the time the Loan was originated.

     (f) Hazard Insurance. The Mortgaged Property is insured by a fire and extended perils insurance policy, issued by a Qualified Insurer, and such other hazards as are customary in the area where the Mortgaged Property is located, and to the extent required by Seller as of the date of origination consistent with the Underwriting Guidelines and Agency Guidelines, against earthquake and other risks

SCHEDULE 1-1

insured against by Persons operating like properties in the locality of the Mortgaged Property, in an amount not less than the greatest of (i) 100% of the replacement cost of all improvements to the Mortgaged Property, (ii) the outstanding principal balance of the Loan with respect to each First Lien Loan, or (iii) the amount necessary to avoid the operation of any co-insurance provisions with respect to the Mortgaged Property, and consistent with the amount that would have been required as of the date of origination in accordance with the Underwriting Guidelines or (iv) the amount necessary to fully compensate for any damage or loss to the improvements that are a part of such property on a replacement cost basis. If any portion of the Mortgaged Property is in an area identified by any federal Governmental Authority as having special flood hazards, and flood insurance is available, a flood insurance policy meeting the current guidelines of the Federal Insurance Administration is in effect with a generally acceptable insurance carrier, which policy conforms to the requirements of the FHA, if applicable, in an amount representing coverage not less than the least of (1) the outstanding principal balance of the Loan, (2) the full insurable value of the Mortgaged Property, and (3) the maximum amount of insurance available under the Flood Disaster Protection Act of 1973, as amended. All such insurance policies (collectively, the “Hazard Insurance Policy”) contain a standard mortgagee clause naming Seller, its successors and assigns (including without limitation, subsequent owners of the Loan), as mortgagee, and may not be reduced, terminated or canceled without thirty (30) days’ prior written notice to the mortgagee. No such notice has been received by Seller. All premiums due and owing on such insurance policy have been paid. The related Mortgage obligates the Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the mortgagee to maintain such insurance at the Mortgagor’s cost and expense and to seek reimbursement therefor from such Mortgagor. Where required by state law or regulation, the Mortgagor has been given an opportunity to choose the carrier of the required hazard insurance, provided the policy is not a “master” or “blanket” Hazard Insurance Policy covering a condominium, or any Hazard Insurance Policy covering the common facilities of a planned unit development. The Hazard Insurance Policy is the valid and binding obligation of the insurer and is in full force and effect. Seller has not engaged in, and has no knowledge of the Mortgagor’s having engaged in, any act or omission which would impair the coverage of any such policy, the benefits of the endorsement provided for herein, or the validity and binding effect of either including, without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other Person, and no such unlawful items have been received, retained or realized by Seller.

     (g) Compliance with Applicable Laws. Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, all applicable predatory and abusive lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws applicable to the origination and servicing of such Loan have been complied with, the consummation of the transactions contemplated hereby will not involve the violation of any such laws or regulations, and Seller shall maintain or shall cause its agent to maintain in its possession, available for the inspection of Buyer, and shall deliver to Buyer, upon three (3) Business Days’ request, evidence of compliance with all such requirements.

     (h) No Satisfaction of Mortgage. The Mortgage has not been satisfied, canceled, subordinated or rescinded, in whole or in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole-or in part, nor has any instrument been executed that would effect any such release, cancellation, subordination or Rescission other than in the case of a release of a portion of the land comprising a Mortgaged Property or a release of a blanket Mortgage which release will not cause the Loan to fail to satisfy the Underwriting Guidelines. Seller has not waived the performance by the Mortgagor of any action, if the Mortgagor’s failure to perform such action would cause the Loan to be in default, nor has Seller waived any default resulting from any action or inaction by the Mortgagor.

Schedule 1-2

     (i) Location and Type of Mortgaged Property. The Mortgaged Property is located in the state identified in the Asset Schedule and consists of a single parcel of real property with a detached single family residence erected thereon, or a two- to four-family dwelling, or an individual condominium unit in a condominium project, or an individual unit in a planned unit development or a de minimis planned unit development, provided, however, that any condominium unit or planned unit development shall conform with the applicable Agency requirements regarding such dwellings. No portion of the Mortgaged Property is used for commercial purposes. The Mortgaged Property shall not be the subject of a foreclosure proceeding nor shall the related Mortgagor be the subject of a bankruptcy proceeding.

     (j) Valid Lien. The Mortgage is a valid, subsisting, enforceable and perfected first lien and first priority security interest with respect to each Loan on the real property included in the Mortgaged Property, including all buildings on the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems located in or annexed to such buildings, and all additions, alterations and replacements made at any time with respect to the. The lien of the Mortgage is subject only to:

     (1) the lien of current real property taxes and assessments not yet due and payable;

     (2) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording acceptable to prudent mortgage lending institutions generally and specifically referred to in the lender’s title insurance policy delivered to the originator of the Loan and (a) referred to or otherwise considered in the appraisal made for the originator of the Loan or (b) which do not adversely affect the Appraised Value of the related Mortgaged Property set forth in such appraisal; and

     (3) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property.

Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Loan establishes and creates a valid, subsisting and enforceable first lien and first priority security interest with respect to each Loan on the property described therein and Seller has full right to pledge and assign the same to Buyer. The Mortgaged Property was not, as of the date of origination of the Loan, subject to a mortgage, deed of trust, deed to secure debt or other security instrument creating a lien subordinate to the lien of the Mortgage.

     (k) Validity of Mortgage Documents. The Note and the Mortgage and any other agreement executed and delivered by a Mortgagor or guarantor, if applicable, in connection with a Loan are genuine, and in full force and effect, and each is the legal, valid and binding obligation of the maker thereof enforceable in accordance with its terms, subject to no right of Rescission, set-off, counterclaim or defense. All parties to the Note, the Mortgage and any other such related agreement had legal capacity to enter into the Loan and to execute and deliver the Note, the Mortgage and any such agreement, and the Note, the Mortgage and any other such related agreement have been duly and properly executed by such related parties. No fraud, error, omission, misrepresentation, negligence or similar occurrence with respect to a Loan has taken place on the part of any Person, including, without limitation, the Mortgagor, any appraiser, any builder or developer, or any other party involved in the origination of the Loan. Seller has reviewed all of the documents constituting the Servicing File and has made such inquiries as it deems necessary to make and confirm the accuracy of the representations set forth herein. The related Note shall not have been extinguished under relevant state law in connection with a judgment of foreclosure or foreclosure sale or otherwise.

Schedule 1-3

     (l) Full Disbursement of Proceeds. The proceeds of the Loan have been fully disbursed and there is no further requirement for future advances thereunder, and any and all requirements as to completion of any on-site or off-site improvement and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or closing the Loan and the recording of the Mortgage were paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Note or Mortgage.

     (m) Ownership. Seller is the sole owner and holder of the Loan. All Loans acquired by Seller from third parties (including affiliates) were acquired in a true and legal sale pursuant to which such third party sold, transferred, conveyed and assigned to Seller all of its right, title and interest in, to and under such Loan and retained no interest in such Loan. In connection with such sale, such third party received reasonably equivalent value and fair consideration and, in accordance with GAAP and for federal income tax purposes, reported the sale of such Loan to Seller as a sale of its interests in such Loan. The Loan is not assigned or pledged, and Seller has good, indefeasible and marketable title thereto, and has full right to transfer, pledge and assign the Loan to Buyer free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority subject to no interest or participation of, or agreement with, any other party, to assign, transfer and pledge each Loan pursuant to this Agreement and following the pledge of each Loan, Buyer will hold such Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest except any such security interest created pursuant to the terms of this Agreement.

     (n) Doing Business. All parties which have had any interest in the Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (i) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located, and (ii) either (A) organized under the laws of such state, (B) qualified to do business in such state, (C) a federal savings and loan association, a savings bank or a national bank having a principal office in such state or (D) not doing business in such state.

     (o) LTV. As of the date of origination of the Loan, the LTV is as identified on the Asset Schedule.

     (p) Title Insurance. The Loan is covered by either (i) an attorney’s opinion of title and abstract of title, the form and substance of which is acceptable to prudent mortgage lending institutions making mortgage loans in the area wherein the Mortgaged Property is located, (ii) an ALTA lender’s title insurance policy or other generally acceptable form of policy or insurance acceptable to Fannie Mae or Freddie Mac and each such title insurance policy is issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, (iii) an attorney’s opinion of title and abstract of title, the form and substance of which is acceptable to the FHA with respect to FHA Loans, or (iv) an ALTA lender’s title insurance policy or other generally acceptable form of policy of insurance acceptable to the FHA with respect to the FHA Loans, and each such title insurance policy is issued by a title insurer acceptable to FHA and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Loan (including, to the extent a Note provides for Negative Amortization, the maximum amount of Negative Amortization in accordance with the Mortgage), subject only to the exceptions contained in clauses (1), (2), (3) of paragraph (j) of this Part I of Schedule 1, and in the case of Adjustable Rate Loans, against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. Additionally, such lender’s title insurance policy affirmatively insures ingress and egress and against encroachments by or upon the Mortgaged Property or any interest therein. The

Schedule 1-4

title policy does not contain any special exceptions (other than the standard exclusions) for zoning and uses. Seller, its successors and assigns, are the sole insureds of such lender’s title insurance policy, and such lender’s title insurance policy is valid and remains in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender’s title insurance policy, and no prior holder or servicer of the related Mortgage, including Seller, has done, by act or omission, anything which would impair the coverage of such lender’s title insurance policy, including, without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other Person, and no such unlawful items have been received, retained or realized by Seller.

     (q) No Defaults. There is no default, breach, violation or event of acceleration existing under the Mortgage or the Note and no event has occurred which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration, and neither Seller nor its predecessors have waived any default, breach, violation or event of acceleration.

     (r) No Mechanics’ Liens. At origination, there were no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under the law could give rise to such liens) affecting the Mortgaged Property which are or may be liens prior to, or equal or coordinate with the lien of the Mortgage.

     (s) Location of Improvements; No Encroachments. All improvements which were considered in determining the Appraised Value of the Mortgaged Property lie wholly within the boundaries and building restriction lines of the Mortgaged Property, and no improvements on adjoining properties encroach upon the Mortgaged Property. No improvement located on or being part of the Mortgaged Property is in violation of any applicable zoning and building law, ordinance or regulation.

     (t) Origination; Payment Terms. The Loan was originated by or in conjunction with a mortgagee approved by the Secretary of HUD pursuant to Sections 203 and 211 of the National Housing Act, a savings and loan association, a savings bank, a commercial bank, credit union, insurance company or similar mortgage lender which is supervised and examined by a federal or state authority. Monthly Payments on the Loan commenced no more than sixty (60) days after funds were disbursed in connection with the Loan. The Mortgage Interest Rate is adjusted, with respect to Adjustable Rate Loans, on each Interest Rate Adjustment Date to equal the Index plus the Gross Margin (rounded up or down to the nearest .125%), subject to the Mortgage Interest Rate Cap. The Mortgage Note is payable on the first day of each month in equal monthly installments of principal and interest, which installments of interest, with respect to an Adjustable Rate Mortgage Loan, are subject to change due to the adjustments to the Mortgage Interest Rate on each Adjustment Date, with interest calculated and payable in arrears, sufficient to amortize the Asset fully by the stated maturity date, over an original term of not more than thirty (30) years from commencement of amortization. No Loan is a Negative Amortization Loan. No Loan is an Interest Only Loan.

     (u) Customary Provisions. The Note has a stated maturity. The Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure. Upon default by a Mortgagor on a Loan and foreclosure on, or trustee’s sale of, the Mortgaged Property pursuant to the proper procedures, the holder of the Loan will be able to deliver good and merchantable title to the Mortgaged Property. There is no homestead or other

Schedule 1-5

exemption available to a Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage.

     (v) Conformance with Underwriting Guidelines and Agency Standards. The Loan was underwritten in accordance with the applicable Underwriting Guidelines and Agency Guidelines. The Note and Mortgage are on forms similar to those used by Freddie Mac or Fannie Mae and Seller has not made any representations to a Mortgagor that are inconsistent with the mortgage instruments used.

     (w) Occupancy of the Mortgaged Property. As of the Purchase Date the Mortgaged Property is either vacant or lawfully occupied under applicable law. To the best of Seller’s knowledge, all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. The Seller has not received written notification from any Governmental Authority that the Mortgaged Property is in material non-compliance with such laws or regulations, is being used, operated or occupied unlawfully or has failed to have or obtain such inspection, licenses or certificates, as the case may be. The Seller has not received notice of any violation or failure to conform with any such law, ordinance, regulation, standard, license or certificate. Except as otherwise set forth in the Loan Schedule, the Mortgagor represented at the time of origination of the Loan that the Mortgagor would occupy the Mortgaged Property as the Mortgagor’s primary residence.

     (x) No Additional Collateral. The Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to in clause (j) above.

     (y) Deeds of Trust. In the event the Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are or will become payable by the Custodian or Buyer to the trustee under the deed of trust, except in connection with a trustee’s sale after default by the Mortgagor.

     (z) Delivery of Mortgage Documents. If the Loan is a Dry Loan, the Note, the Mortgage, the Assignment of Mortgage (other than for a MERS Loan) and any other documents required to be delivered under the Custodial Agreement for each Loan have been delivered to the Custodian. Seller or its agent is in possession of a complete, true and materially accurate Mortgage File in compliance with the Custodial Agreement, except for such documents the originals of which have been delivered to the Custodian.

     (aa) Transfer of Loans. The Assignment of Mortgage is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located.

     (bb) Due-On-Sale. The Mortgage contains an enforceable provision for the acceleration of the payment of the unpaid principal balance of the Loan in the event that the Mortgaged Property is sold or transferred without the prior written consent of the mortgagee thereunder.

     (cc) No Buydown Provisions; No Graduated Payments or Contingent Interests. The Loan does not contain provisions pursuant to which Monthly Payments are paid or partially paid with funds deposited in any separate account established by Seller, the Mortgagor, or anyone on behalf of the Mortgagor, or paid by any source other than the Mortgagor nor does it contain any other similar provisions which may constitute a “buydown” provision. The Loan is not a graduated payment mortgage loan and the Loan does not have a shared appreciation or other contingent interest feature.

Schedule 1-6

     (dd) Consolidation of Future Advances. Any future advances made to the Mortgagor prior to the origination of the Loan have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term. The lien of the Mortgage securing the consolidated principal amount is expressly insured as having first lien priority with respect to each Loan, by a title insurance policy, an endorsement to the policy insuring the mortgagee’s consolidated interest or by other title evidence acceptable to Fannie Mae and Freddie Mac. The consolidated principal amount does not exceed the original principal amount of the Loan.

     (ee) Mortgaged Property Undamaged. To Seller’s knowledge, the Mortgaged Property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty so as to materially and adversely affect the value of the Mortgaged Property as security for the Loan or the use for which the premises were intended and each Mortgaged Property is in good repair. There have not been any condemnation proceedings with respect to the Mortgaged Property and Seller has no knowledge of any such proceedings.

     (ff) Collection Practices; Escrow Deposits: Interest Rate Adjustments. The origination and collection practices used by the originator, each servicer of the Loan and Seller with respect to the Loan have been in all material respects in compliance with Accepted Servicing Practices, applicable laws and regulations, and have been in all material respects legal and proper. With respect to escrow deposits and Escrow Payments, all such payments are in the possession of, or under the control of, Seller and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. All Escrow Payments have been collected in full compliance with state and federal law. An escrow of funds is not prohibited by applicable law, has been established in an amount sufficient to pay for every item that remains unpaid and has been assessed but is not yet due and payable. No escrow deposits or Escrow Payments or other charges or payments due Seller have been capitalized under the Mortgage or the Note. All Mortgage Interest Rate adjustments have been made in strict compliance with state and federal law and the terms of the related Note. Any interest required to be paid pursuant to state, federal and local law has been properly paid and credited.

     (gg) Conversion to Fixed Interest Rate. With respect to Adjustable Rate Loans, the Loan is not convertible to a fixed interest rate Loan.

     (hh) Other Insurance Policies. No action, inaction or event has occurred and no state of facts exists or has existed that has resulted or will result in the exclusion from, denial of, or defense to coverage under any applicable special Hazard Insurance Policy, PMI Policy or bankruptcy bond, irrespective of the cause of such failure of coverage. In connection with the placement of any such insurance, no commission, fee, or other compensation has been or will be received by Seller or by any officer, director, or employee of Seller or any designee of Seller or any corporation in which Seller or any officer, director, or employee had a financial interest at the time of placement of such insurance.

     (ii) Servicepersons’ Civil Relief Act. The Mortgagor has not notified Seller, and Seller has no knowledge, of any relief requested or allowed to the Mortgagor under the Servicepersons’ Civil Relief Act.

     (jj) Appraisal. The Mortgage File contains an appraisal of the related Mortgaged Property signed prior to the approval of the Loan application by a qualified appraiser, duly appointed by Seller or the Qualified Originator, who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Loan, and the appraisal and appraiser both satisfy the requirements of Fannie Mae or Freddie Mac and

Schedule 1-7

Title XI of the Federal Institutions Reform, Recovery, and Enforcement Act of 1989 as amended and the regulations promulgated thereunder, all as in effect on the date the Loan was originated.

     (kk) Disclosure Materials. The Mortgagor has executed a statement to the effect that the Mortgagor has received all disclosure materials required by applicable law with respect to the making of adjustable rate mortgage loans, and the Seller maintains such statement in the Mortgage File.

     (ll) Construction or Rehabilitation of Mortgaged Property. No Loan was made in connection with the construction or rehabilitation of a Mortgaged Property or facilitating the trade-in or exchange of a Mortgaged Property.

     (mm) No Defense to Insurance Coverage. No action has been taken or failed to be taken, no event has occurred and no state of facts exists or has existed on or prior to the Purchase Date (whether or not known to Seller on or prior to such date) which has resulted or will result in an exclusion from, denial of, or defense to coverage under any private mortgage insurance (including, without limitation, any exclusions, denials or defenses which would limit or reduce the availability of the timely payment of the full amount of the loss otherwise due thereunder to the insured) whether arising out of actions, representations, errors, omissions, negligence, or fraud of Seller, the related Mortgagor or any party involved in the application for such coverage, including the appraisal, plans and specifications and other exhibits or documents submitted therewith to the insurer under such insurance policy, or for any other reason under such coverage, but not including the failure of such insurer to pay by reason of such insurer’s breach of such insurance policy or such insurer’s financial inability to pay.

     (nn) Capitalization of Interest. The Note does not by its terms provide for the capitalization or forbearance of interest.

     (oo) No Equity Participation. No document relating to the Loan provides for any contingent or additional interest in the form of participation in the cash flow of the Mortgaged Property or a sharing in the appreciation of the value of the Mortgaged Property. The indebtedness evidenced by the Note is not convertible to an ownership interest in the Mortgaged Property or the Mortgagor and Seller has not financed nor does it own directly or indirectly, any equity of any form in the Mortgaged Property or the Mortgagor.

     (pp) Withdrawn Loans. If the Loan has been released to Seller pursuant to a Request for Release as permitted under Section 6 of the Custodial Agreement, then the promissory note relating to the Loan was returned to the Custodian within ten (10) days (or if such tenth day was not a Business Day, the next succeeding Business Day).

     (qq) No Exception. Other than as noted by the Custodian on the Exception Report; no Exception exists (as defined in the Custodial Agreement) with respect to the Loan which would materially adversely affect the Loan or Buyer’s security interest, granted by Seller, in the Loan as determined by Buyer in its sole discretion.

     (rr) Qualified Originator. The Loan has been originated by, and, if applicable, purchased by Seller from, a Qualified Originator.

     (ss) Mortgage Submitted for Recordation. The Mortgage (other than for a MERS Loan) has been submitted for recordation in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located.

Schedule 1-8

     (tt) Acceptable Investment. No specific circumstances or conditions exist with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit standing (other than payment defaults or delinquencies) that should reasonably be expected to (i) cause private institutional investors which invest in Loans similar to the Loan to regard the Loan as an unacceptable investment, (ii) cause the Loan to be more likely to become past due in comparison to similar Loans, or (iii) materially and adversely affect the value or marketability of the Loan in comparison to similar Loans.

     (uu) Environmental Matters. To the best of the Seller’s knowledge, the Mortgaged Property is free from any and all toxic or hazardous substances and there exists no violation of any local, state or federal environmental law, rule or regulation.

     (vv) Ground Leases. With respect to each ground lease to which the Mortgaged Property is subject (a “Ground Lease”): (i) the Mortgagor is the owner of a valid and subsisting interest as tenant under the Ground Lease; (ii) the Ground Lease is in full force and effect, unmodified and not supplemented by any writing or otherwise; (iii) all rent, additional rent and other charges reserved therein have been paid to the extent they are payable to the date hereof; (iv) the Mortgagor enjoys the quiet and peaceful possession of the estate demised thereby, subject to any sublease; (v) the Mortgagor is not in default under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder; (vi) the lessor under the Ground Lease is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed; (vii) the lessor under the Ground Lease has satisfied all of its repair or construction obligations, if any, to date pursuant to the terms of the Ground Lease; (viii) the remaining term of the Ground Lease extends not less than ten (10) years following the maturity date of such Loan; and (ix) the execution, delivery and performance of the Mortgage do not require the consent (other than those consents which have been obtained and are in full force and effect) under, and will not contravene any provision of or cause a default under, the Ground Lease.

     (ww) Value of Mortgaged Property. Other than payment delinquencies, the Seller has no knowledge of any circumstances existing that should reasonably be expected to materially and adversely affect the value or the marketability of the Mortgaged Property or the Loan or to cause the Loan to prepay during any period materially faster or slower than the Loans originated by the Seller generally.

     (xx) HOEPA. No Loan is (a) subject to the provisions of 12 U.S.C. Section 226.32 of Regulation Z implementing the Homeownership and Equity Protection Act of 1994 as amended (“HOEPA”), (b) a “high cost” mortgage loan, “covered” mortgage loan, “high risk home” mortgage loan, or “predatory” mortgage loan or any other comparable term, no matter how defined under any federal, state or local law, (c) subject to any comparable federal, state or local statutes or regulations, or any other statute or regulation providing for heightened regulatory scrutiny or assignee liability to holders of such mortgage loans, or (d) a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the current Standard & Poor’s LEVELS^® Glossary Revised, Appendix E).

     (yy) No Predatory Lending. No predatory, abusive or deceptive lending practices, including but not limited to, the extension of credit to a mortgagor without regard for the mortgagor’s ability to repay the Loan and the extension of credit to a mortgagor which has no tangible net benefit to the mortgagor, were employed in connection with the origination of the Loan.

     (zz) Georgia Mortgage Loans. No Loan which is secured by a Mortgaged Property which is located in the state of Georgia was originated prior to March 7, 2004.

     (aaa) MERS Loans. With respect to each MERS Loan, a Mortgage Identification Number has been assigned by MERS and such Mortgage Identification Number is accurately provided on the Asset

Schedule 1-9

Schedule. The related Assignment of Mortgage to MERS has been duly and properly recorded. With respect to each MERS Loan, Seller has not received any notice of liens or legal actions with respect to such Loan and no such notices have been electronically posted by MERS.

     (bbb) Custodian. With respect to each Loan, the Custodian shall be in possession of each required Loan Document for such Loan, other than a Document Deficient Loan or Loan Documents that are released pursuant to the terms of the Custodial Agreement. With respect to each Loan Document that has been released from the possession of the Custodian under Section 6(a) of the Custodial Agreement to Seller or its bailee, such Loan Document shall be returned to the Custodian within ten (10) calendar days (or if such tenth day is not a Business Day, the next succeeding Business Day) of release thereof. With respect to each Loan Document that has been released from the possession of the Custodian under Section 6(b) of the Custodial Agreement under any Transmittal Letter such Loan Document shall be returned to the Custodian within the time period stated in such Transmittal Letter. With respect to each Loan Document that has been released from the possession of the Custodian under Section 6(c) of the Custodial Agreement under an Attorney Bailee Letter, such Loan Document shall be returned to the Custodian from and after the date such Attorney’s Bailee Letter is terminated or ceases to be in full force and effect.

     (ccc) Agency Eligible Loan. Each Agency Eligible Loan was originated in Strict Compliance with the Agency Guidelines.

     (ddd) Non-Conforming Loans. With respect to each Non-Conforming Loan, (i) the Loan is subject to a Takeout Commitment with a Takeout Investor that is approved by Buyer, (iii) such Takeout Commitment is enforceable, and in full force and effect, (iv) such related Takeout Commitment is validly and effectively assigned to Buyer pursuant to a Trade Assignment, and (v) such Trade Assignment is enforceable, and in full force and effect;

     (eee) Agency Takeout Loans. With respect to each Agency Takeout Loan, the Loan is an Agency Eligible Loan, and is subject to a Takeout Commitment with a Takeout Investor that is an Agency.

     (fff) Early Purchase Program Loans. With respect to each Early Purchase Program Loan, (i) the Loan is an Agency Eligible Loan, (ii) such Loan is pooled with other Early Purchase Program Loans that satisfy the “Good Delivery Guidelines” promulgated by SIFMA, (iii) the Related Security is subject to a Takeout Commitment, (iv) the applicable Agency documents list Buyer as sole subscriber with respect to the Related Security, and (v) to the extent applicable, such Loan is being serviced by a Subservicer having all Approvals necessary to make such Loan eligible to back such Related Security.

     (ggg) Takeout Commitment. Each Loan that is subject to a Takeout Commitment, (i) does not exceed the availability under such Takeout Commitment (taking into consideration mortgage loans or securities, as applicable, which have been purchased by the respective Takeout Investor under the Takeout Commitment), (ii) conforms to the requirements and the specifications set forth in such Takeout Commitment and the related regulations, rules, requirements and/or handbooks of the applicable Takeout Investor, and (iii) is eligible for sale to and insurance or guaranty by, respectively the applicable Takeout Investor and applicable insurer. Each such Takeout Commitment is enforceable, in full force and effect and is validly and effectively assigned to Buyer pursuant to a Trade Assignment. Each such Trade Assignment is enforceable and in full force and effect. Each Takeout Commitment and Trade Assignment is a legal, valid and binding obligation of Seller enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Schedule 1-10

     (hhh) FHA Mortgage Insurance; VA Loan Guaranty. With respect each FHA Loan or VA Loan, (i) the FHA Mortgage Insurance Contract is in full force and effect and there exists no impairment to full recovery without indemnity to HUD under FHA Mortgage Insurance, or the VA Loan Guaranty Agreement is in full force and effect to the maximum extent stated therein, as applicable, (ii) all necessary steps have been taken to keep such guaranty or insurance valid, binding and enforceable and each of such is the binding, valid and enforceable obligation of the FHA and the VA, respectively, to the full extent thereof, without surcharge, set-off or defense, (iii) such Loan is insured, or eligible to be insured, pursuant to the National Housing Act or is guaranteed, or eligible to be guaranteed, under the provisions of Chapter 37 of Title 38 of the United States Code, as applicable, (iv) with respect to each FHA insurance certificate or VA guaranty certificate, Seller has complied with applicable provisions of the insurance for guaranty contract and federal statutes and regulations, all premiums or other charges due in connection with such insurance or guarantee have been paid, there has been no act or omission which would or may invalidate any such insurance or guaranty, and the insurance or guaranty is, or when issued, will be, in full force and effect with respect to such Loan, (v) Seller has no knowledge of any defenses, counterclaims, or rights of setoff affecting such Loan or affecting the validity or enforceability of any private mortgage insurance or FHA Mortgage Insurance or VA Loan Guaranty with respect to such Loan, and (vi) Seller has no knowledge of any circumstance which would cause such Loan to be ineligible for FHA Mortgage Insurance or a VA Loan Guaranty, as applicable, or cause FHA or VA to deny or reject the related Mortgagor’s application for FHA Mortgage Insurance or a VA Loan Guaranty, respectively.

     Part II. Representations and Warranties with respect to Securities

     (a) Compliance with Applicable Laws. Each Security has been validly issued, and is fully paid and non assessable, and has been issued in compliance with all applicable laws, including without limitation, the applicable Agency Guidelines.

     (b) No Encumbrances. There are (i) no outstanding rights, options, warrants or agreements (other than as created by Buyer) for a purchase, sale or issuance, in connection with any Security, (ii) no agreements on the part of the Seller to issue, sell or distribute the Securities, and (iii) no obligations on the part of the Seller (contingent or otherwise) to purchase, redeem or otherwise acquire any securities or any interest therein or to pay any dividend or make any distribution in respect of the Securities.

     (c) Unencumbered Assets. The Securities are unencumbered (other than Liens created in favor of Buyer pursuant to this Agreement and Liens created by or through Buyer).

     (d) Proper Form. The Securities are in uncertificated form and held through the facilities of the applicable Depository.

     (e) Takeout Commitments. The Security is subject to a valid, binding and subsisting Takeout Commitment enforceable in accordance with its terms.

Part III. [Reserved].

Part IV. [Reserved].

Schedule 1-11

Schedule 2

Filing Jurisdictions and Offices

Delaware

Schedule 2-1

Schedule 3

Relevant States

All 50 States and the District of Columbia

Schedule 3-1

Schedule 4

Subsidiaries

• Nationstar Equity Corporation (Nevada)

• Centex Land Vista Ridge Lewisville III General Partner, LLC (Delaware)

• Centex Land Vista Ridge Lewisville III, L.P. (Delaware)

• CHEC Asset Receivable Corporation (Nevada)

• CHEC Conduit Funding, LLC (Delaware)

• Nationstar Funding, LLC (Delaware)

• Nationstar Industrial Loan Company (Tennessee)

• Industrial Loan Corporation (Minnesota)

• Nationstar Properties II LLC (Delaware)

• Nationstar Mortgage Properties LLC (Delaware)

• Nationstar Residual, LLC (Delaware)

• Harwood Insurance Services, LLC (California)

• Harwood Company of Georgia, LLC (Georgia)

• Harwood Service Company of New Jersey, LLC (New Jersey)

• Harwood Service Company LLC (Delaware)

• Homeselect Settlement Solutions, LLC (Delaware)

• Nationstar Home Equity Loan 2009-A REO LLC (Delaware)

• Nationstar 2009 Equity Corporation (Delaware)

Schedule 4-1

EXHIBIT A

QUARTERLY CERTIFICATION

     I, _______________________, _______________________ of Nationstar Mortgage LLC (the “Seller”), in accordance with that certain Fifth Amended and Restated Master Repurchase Agreement (“Agreement”), dated as of January 27, 2010, between the Seller and The Royal Bank of Scotland PLC do hereby certify that:

     (ii) The Seller is in compliance in all material respects with all provisions and terms of the Agreement and all other Program Documents;

     (iii) no Default or Event of Default has occurred under the Agreement;

     (iv) all material modifications to the Underwriting Guidelines since the date of the most recent disclosure to Buyer of any modification to the Underwriting Guidelines have been provided to the Buyer; and

     (iv) (A) Seller’s Tangible Net Worth, from December 31, 2008 and thereafter, has at all times exceeded $150,000,000; (B) Seller’s ratio of Total Liabilities to its Tangible Net Worth has not at any time from December 31, 2008 and thereafter been greater than 12:1; and (C) as of [___], the Seller’s Liquidity is not less than $20,000,000. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Agreement.

     IN WITNESS WHEREOF, I have signed this certificate.

Date: __________, 201__

NATIONSTAR MORTGAGE LLC
By:
	Name:
	Title:

A-1

EXHIBIT B

FORM OF TRADE ASSIGNMENT

__________ (“Takeout Investor”)
(Address)

Attention:
Fax No.:

Dear Sirs:

     Attached hereto is a correct and complete copy of your confirmation of commitment (the “Commitment”), trade-dated _________ __, ____, to purchase

[FOR MORTGAGE LOANS] [residential mortgage loans, on a servicing released basis, having an unpaid principal balance of $_______ as of [_____] (the “Mortgage Loans”)] at a purchase price of $___________ from _________ on [insert closing date]

[FOR SECURITIES]. [$______of __% ___ year,

(Check Box)

(a)	Ginnie Mae;
(b)	Fannie Mae; or
(c)	Freddie Mac

mortgage-backed pass-through securities (“Securities”) at a purchase price of $___________ from _________ on [insert Settlement Date].

     Our intention is to assign $_____ of this Commitment’s full amount. This is to confirm that (i) the form of this assignment conforms to the SIFMA guidelines, (ii) the Commitment is in full force and effect, (iii) the Commitment has been assigned to The Royal Bank of Scotland plc (“RBS”) as security for the Obligations of the Seller under the Master Repurchase Agreement whose acceptance of such assignment is indicated below, [and] (iv) upon delivery of this trade assignment to you by RBS you will accept Seller’s direction set forth herein to pay RBS for such [Mortgage Loans/Securities], [(v) you will accept delivery of such Securities directly from RBS, (vi) RBS is obligated to make delivery of such Securities to you in accordance with the attached Commitment and (vii) you have released Seller from its obligation to deliver the Securities to you under the Commitment.] Payment will be made “delivery versus payment (DVP)” to RBS in immediately available funds.

B-1

     If you have any questions, please call _______________ at (___) __-____ immediately or contact him by fax at (___) __-___.

 Very truly yours,

 [_____________]

By:
	Title:
	Date:

Agreed to:

The Royal Bank of Scotland plc

By: RBS Securities Inc., its agent

By:
	Title:
	Date:

Notice of delivery and confirmation of receipt are the obligations of RBS. Prompt notification of incorrect information or rejection of the trade assignment should be made to [______].

B-2

EXHIBIT C

FORM OF PARTICIPATION CERTIFICATE

POOL NO. (or Freddie Mac CONTRACT NO.):

     This Participation Certificate evidences a one hundred percent (100%) undivided beneficial ownership interest in (including the right to receive the payments of principal of and interest on) the Loans and the rights that Seller has in and to such Loans (the “Participation”) identified:

(Check Box)

(a)	Form HUD 11706 (Schedule of Pooled Mortgages);
(b)	Fannie Mae Form 2005 (Schedule of Mortgages); or
(c)	Freddie Mac Form 1034 (Fixed-Rate Custodial Certification Schedule) or Selling System computer tape.

     The Participation has been sold to The Royal Bank of Scotland plc (“Buyer”) pursuant to the terms of that certain Master Repurchase Agreement, dated January 27, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) between Nationstar Mortgage LLC, and Buyer. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement, the terms of which are hereby incorporated by reference and made a part of this Participation Certificate.

     Upon delivery of the Related Security to Buyer or its assignee, Buyer’s beneficial ownership interest in the Related Loans evidenced in this Participation Certificate shall terminate in exchange for such Security, and this Participation Certificate shall be void and of no further effect. If a Removal Date shall occur with respect to a Related Loan underlying this Participation Certificate, this Participation Certificate shall be void and of no further effect with respect to such Related Loan and such Related Loan shall automatically become a Purchased Asset in accordance with the terms of the Agreement.

     This Participation Certificate may be amended only by a written agreement between Seller and Buyer.

NATIONSTAR MORTGAGE LLC
By:
	Its:
	Date:

AGGREGATE PRINCIPAL BALANCES OF THE LOANS (GIVING EFFECT TO PAYMENTS MADE AS OF _______, ____): $_____________________

C-1

EXHIBIT D

FORM OF TRANSACTION NOTICE

[insert date]

The Royal Bank of Scotland plc
600 Washington Blvd.
Stamford, Connecticut 06901
Attention: _______________________

          Transaction Notice No.: _____________________

Ladies/Gentlemen:

          Reference is made to the Fifth Amended and Restated Master Repurchase Agreement, dated as of January 27, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Repurchase Agreement”; capitalized terms used but not otherwise defined herein shall have the meaning given them in the Repurchase Agreement), between Nationstar Mortgage LLC (the “Seller”) and The Royal Bank of Scotland plc (the “Buyer”).

          In accordance with Section 3(a) of the Repurchase Agreement, the undersigned Seller hereby requests that you, Buyer, agree to enter into a Transaction with us in connection with our delivery of Loans (or 100% beneficial interests therein) on ____________________ [insert requested Purchase Date, which in the case of Dry Loans must be at least two (2) Business Days following the date of the request] (the “Purchase Date”), in connection with which we shall sell to you the Loans (or 100% beneficial interests therein) set forth on the Asset Schedule attached hereto. The Purchase Price shall be ______ [insert applicable Purchase Price pursuant to the terms of the Pricing Side Letter], the Pricing Rate shall be _____ [insert applicable Pricing Rate pursuant to the terms of the Pricing Side Letter], and Seller agrees to repurchase such Loans (or 100% beneficial interests therein) on _________ [insert requested Repurchase Date] at the Repurchase Price.

          Seller hereby certifies, as of such Purchase Date, that:

     1. no Event of Default has occurred and is continuing on the date hereof nor will occur after giving effect to such Transaction as a result of such Transaction;

     2. each of the representations and warranties made by Seller in or pursuant to the Program Documents is true and correct in all material respects on and as of such date (in the case of the representations and warranties in respect of Assets, solely with respect to Assets being purchased on the Purchase Date) as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);

     3. the Seller is in compliance with all governmental licenses and authorizations and is qualified to do business and is in good standing in all required jurisdictions, except where the failure to maintain such licenses, authorizations and qualifications would not have a Material Adverse Effect; and

     4. Seller has satisfied all conditions precedent in Sections 9(a) and (b) of the Repurchase Agreement and all other requirements of the Program Documents.

D-1

Very truly yours,
By:
	Name:
	Title:

D-2

EXHIBIT E

UNDERWRITING GUIDELINES

[Underwriting guidelines to be attached]

E-1

Nationstar FHA Matrix

     2/16/2009

Purchase

Owner Occupied

Max Loan Amt

Maximum

Min FICO (10)

MAX D/R (14) (front/back)

Mortgage History (last 12 mos)

Ch 7 discharge

LTV (19) (20)

Primary

1 unit

see county limit chart

96.50

%

620

31% / 43%

1 x 30

³ 2 yrs

Primary

1-2 unit

see county limit chart

96.50

%

620

31% / 43%

1 x 30

³ 2 yrs

Rate/ Term Refi

Owner Occupied

Max Loan Amt

Maximum

Min FICO (10) (Incl. Streamline)

MAX D/R (14) (front/back)

Mortgage History (last 12 mos)

Ch 7 discharge

LTV (19)

Primary

1 unit

see county limit chart

97.75

%

620

31% / 43%

1 x 30

³ 2 yrs

Primary

1-2 unit

see county limit chart

97.75

%

620

31% / 43%

1 x 30

³ 2 yrs

Cashout Refinance (Not allowed in Texas)

Owner Occupied

Max Loan Amt

Maximum

Min FICO (10)

MAX D/R (14) (front/back)

Mortgage History (last 12 mos)

Ch 7 discharge

LTV

CLTV (19)

Primary

1-2 unit

see county limit chart

95% (26)

90

%

620

31% / 43%

0 x 30

³ 2 yrs

Primary

1-2 unit

see county limit chart

85% (27)

85

%

620

31% / 43%

0 x 30

³ 2 yrs

Underwriting Guideline Requirements (all loans must be submitted through FHA’s Total Scorecard)
Collateral
1	Condos	Must be FHA approved-51% owner occupancy required
2	Land Contracts	Six months seasoning requirements-proof of payments required. Rate/term only. Use lesser of purchase price or appraised value for FMV.
3	Listed For Sale	Properties listed for sale in the past 6 months require level 80 approval
4	Seasoning	Sales contracts dated within 90 days of previous sale 90 days to 1 yr require second appraisal
5	DW Mobile Homes	Not eligible for financing.
Credit
6	Bankruptcy	Ch 7 discharged for 24 mos. Discharged Ch 13 requires 12 month satisfactory pay history; Chapter 13 payoffs on exception basis only and require level 80 approval.
7	Collections/Chargeoffs	No pay off required unless they affect lien position or required by findings.
8	Judgements/Liens	Outstanding judgements and liens must be paid if they affect title- exceptions for 12 mos repayment plan with subordination agreement.
9	Foreclosure	Must be >3yrs from date of trustee’s deed or FHA claim (CAIVRS-if applicable)
10	FICO	Use the lowest FICO (middle of 3; lower of 2) for all borrowers.
11	Minimum Payment	5% of balance for revolving/installment accounts
12	Mortgage/Rental History	Full 12 month history required; All mtgs 1x30 in 12mos. No rolling 30’s allowed.
13	Other Requirements	NSF activity, private mortgage lates, delinquent CAIVRS, LDP or GSA findings, and any other credit delinquencies will supercede any “Accept” or “Approve/Eligible” finding; manual u/w review is required.
Income / Assets
14	Debt Ratio	31% / 43% max DTI (exceptions over 31% / 43% must meet compensating factor, FICO, reserve and finding requirements and requires level 80 approval) Fixed income may not be grossed up.
15	Non Purchasing Spouse	Credit report required in community property states. Credit is not considered. Debts must be added to DTI Ratio.
16	Documentation	Full income documentation loans only; DU/LP stipulations are acceptable (must have paystub, W2(s), Tax Return(s), 1099(s) or combination thereof are required. Stips requiring only written/verbal VOE’s or bank statements require level 80 approval.
17	Minimum Reserves	Not required unless specified by findings. Reduce verified reserves/assets by the amount of up front closing fees customer paid by credit card. (ie: appl. fee, appraisal fee, etc.);
18	Non Occupant coborrower	May not be added in order to qualify for the new mortgage
19	Subordinate Financing/CLTV’s	Unlimited CLTV for re-subordination of any existing subordinate financing; New subordinate financing allowed on rate/term.
Purchase Money
20	Buyer Contribution	Minimum investment of 3.50% required. Closing costs CAN NOT be included for required investment.
21	Seller Contribution	Max 6% must include contributions by all interested parties
Products
22	Minimum Loan Size	Loans under $75,000 require level 80 approval
23	Maximum Loan Size	See Matrix above
24	Cashout	Maximum $500 on Rate/Term Refinance less appraisal payment on credit card (not allowed in Texas). $200,000 max on cashout refinances.
25	Texas 50 (a)(6)	No refinancing of Texas Home Equity loans allowed
26	Second appraisal	Required on all cash out refinances >85%. No case number is assigned but must be FHA approed
27	85% LTV	Restriction applies to all properties owned less than 12 months by all borrowers

             Note: All matrix requirements must be met regardless of Total Scorecard Findings

E-2

Nationstar FHA Streamline Matrix

     2/19/2009

Streamline without appraisal
				Maximum				Mortgage
	Owner Occupied		Max Loan Amt		LTV (14) (15)	Min FICO (10)	MAX D/R	History (last 12 mos)	Upfront MI
	Primary	1 unit	May not exceed original note amount		N/A	N/A	N/A	0 x 30	1.50%
Streamline with appraisal
	Owner Occupied		Max Loan Amt	Maximum		Min FICO (10)	MAX D/R	Mortgage History (last 12 mos)	Upfront MI
					LTV (14) (15)
	Primary	1 unit	see county limit chart		97.75%	N/A	n/a	0 x 30	1.50%

Underwriting Guideline Requirements (all loans must be submitted through FHA’s Total Scorecard)

Collateral
1	Condos	Streamline With Appraisal-Must be FHA approved-51% OO required-not required for Streamline w/o appraisal
2	Listed For Sale	Properties listed for sale in the past 6 months require level 80 approval
3	DW Mobile Homes	Not eligible for financing.
4	Seasoning	Assumed properties not eligible for 6 months
5		Deleting individuals from title-must prove 12 months payments from separate funds.
Credit
6	Bankruptcy	May not currently be in bankruptcy
7	Collections/Chargeoffs	No pay off required unless they affect lien position or required by findings.
8	Judgements/Liens	Outstanding judgements and liens must be paid if they affect title- exceptions for 12 mos repayment plan with subordination agreement.
9	Mortgage/Rental History	Full 12 month history required; All mtgs 0x30 in 12mos.
10	FICO	Use the lowest FICO (middle of 3; lower of 2) for all borrowers. 580 minimum score
11	Other Requirements	1) ARM to ARM-P&I must decrease and max rate on new loan cannot exceed original loan 2) ARM to Fixed-Interest rate may not increase more than 2% 3) Fixed to ARM-Rate must decrease 2% 4)Hybrid ARM to Fixed and shorter term-P&I can not increase more than 20% 5) 203K to 203B-work must be complete
Income / Assets
12	Non Purchasing Spouse	Credit report required in community property states.
13	Documentation	No income or asset documentation is required. 1003 sections for income, assets and liabilities do not have to be completed
14	Subordinate Financing/CLTV’s	Unlimited CLTV for re-subordination of any existing subordinate financing; New subordinate financing is not allowed.
Purchase Money
15	Maximum Fees	No more than 10% may be rolled in to the loan amount-including closing costs and prepaids
16	Seller Contribution	Max 6% must include contributions by all interested parties
Products
17	Minimum Loan Size	Loans under $75,000 require level 80 approval
18	Maximum Term	Streamline w/o appraisal-remaining term plus 12 years
19	Cashout	Maximum $500 (not allowed in Texas).
20	Texas 50 (a)(6)	No refinancing of Texas Home Equity loans allowed
21	Benefit to borrower	P&I payment must be reduced by $50-Exception when shortening term of mortgage in which case increase may be no more than $50

         Note: All matrix requirements must be met regardless of Total Scorecard Findings

E-3

Nationstar Agency High Balance Loan Matrix with LTV < 80% MI not required						2/16/2009
Purchase & Rate/ Term Refinance
							Mortgage History
Owner Occupied		Max Loan Amt	Max LTV / CLTV		Min FICO (13) (17)	MAX D/R (15)	(last 12 mos) (14)	BK History
Primary	1 unit	See FNMA County Matrix	80% / 90%		580	45%	0 x 30	Filed > 4 yrs
Primary	2 unit	See FNMA County Matrix	75%		580	45%	0 x 30	Filed > 4 yrs
Second Home	1unit	See FNMA County Matrix	N/A		N/A	N/A	N/A	N/A
Investment	1unit	See FNMA County Matrix	N/A		N/A	N/A	N/A	N/A
Cashout Refinance
							Mortgage History
Owner Occupied		Max Loan Amt	Max LTV / CLTV		Min FICO (12)	MAX D/R (15)	(last 12 mos) (15)	BK History
Primary	1 unit	N/A	75%		580	45%	0 x 30	Filed > 4 yrs
Nationstar Agency High Balance Loan Matrix with LTV > 80% MI required
Purchase Money & Rate Term Refinance Only
			Maximum (7)
Owner Occupied		Max Loan Amt	LTV / CLTV	Restricted LTV	Min FICO	MAX D/R(15)	Mortg. History (14) (last 12 mos)	BK History
Primary	1 unit	See FNMA County Matrix	90%	85%	700	45%	0 x 30	Discharged >4 yrs
Cashout Refinance
			Maximum
							Mortg. History
Owner Occupied		Max Loan Amt	LTV / CLTV		Min FICO	MAX D/R	(last 12 mos)	BK History
Primary	1 unit	N/A	N/A		N/A	N/A	N/A	N/A

	Underwriting Guideline Requirements DU 7.1
	Collateral
1	Appraisal	A full 1004 (interior/exterior) appraisal in past 120 days required. Must be ordered through a VMC. No drive-by or recerts. No “supervisory” or “review” sign off allowed on appraisals. Manufactured homes ineligible.
		FMV > $1,000,000 and LTV > 75% requires a field review (Form 2000) in addition to 1004
2	Condos	HOA Questionnaire required. 2 comps outside complex required. Attached housing and condos in FL > 80% are ineligible
		CPM extended review required on attached units.
3	Land Contracts	Not allowed
4	Listed For Sale	Properties listed for sale in the past 60 days are not eligible. 70% max LTV if listed in prior 6 mos.
5	Seasoning	• 6 months ( i.e. 6 payments made) since most recent refinance or date of purchase is required.
		• Divorce or owner buyouts > 12 months
6	Max Number of Properties Owned	Max 4 properties allowed
7	Restricted Markets	If property is located in a declining market per DU or by the appraiser, LTV/CLTV reduction not required if LTV < 80%. If > 80% restricted LTV’s
		apply. If > 80% LTV min 720 FICO for AZ, CA, NV & FL
	Credit
8	Bankruptcy	Filed >4yrs and must be discharged prior to closing; Dismissed Ch. 13 Bk must be > 4yrs
9	CCJ&Ls	CCJ&Ls > $250 individual or $1000 in aggregate or that effect title must be paid at or prior to loan closing
10	Continuity of Obligation	As per standard agency requirements
11	Foreclosure	Must be > 4 yrs
12	Minimum Fico	Minimum Fico of 660. All borrowers must have a credit score. Use lowest Fico (middle of 3, lower of 2) for all borrowers.
13	Minimum Payment	5% of balance for revolving/installment accounts (Includes collection/chargeoff accounts for LP qualifying loans)
14	Mortgage History	0 x 30 last 12 mos. Full 12 month history required; must be < 30 at closing. No exceptions
	Income / Assets
15	Debt Ratio	45% max DTI (no exceptions) Fixed income may not be grossed up.
16	Documentation	Full income documentation loans only.
		Documentation age may not exceed 120 days old
17	Minimum Reserves	Primary Residence requires 2 mos PITI. Second Home & Investment requires 6 mos PITI.
	Purchase Money
18	Buyer Contribution	Borrower must contribute at least 5% own funds to the transaction.
19	Seller Contribution	Primary & Second home - Max 3%; Investment - Max 2%.
20	Conversion of Primary Residence or Pending Sale	Must qualify borrowers using both PITI payments. Conversions and properties pending sale which have not sold at the time the subject closes require 6 mos. reserves (both properties) if < 30% equity, 2 mos. reserves (both properties) if > 30% equity per AVM. Former residence, rental income may only be utilized if >30% equity, executed lease and security deposit is verified.
	Products
21	Minimum Loan Size	Minimum Loan Amount $417,001. Maximum 30 yr. term.
22	Maximum Loan Size	See FNMA County Matrix.
23	Refinance	$100,000 maximum cashout.
		Cashout includes payoff of subordinate liens (not used to purchase home), creditors and cash to borrower.
24	Prepayment Penalties	Not allowed
25	Short Term Refinances	Payoff of any subordinate non-purchase money loan is considered a cash-out refinance. Additionally, any refinance of a loan which paid off a subordinate non-purchase money loan within the last 6 months is also considered cash out.
26	Texas Home Equity	Maximum LTV is 75%
27	Streamline Mortgages	Streamline Program not allowed.

E-4

Nationstar Agency Matrix with LTV > 80%
DU 7.1 & LP
MI required

     2/16/2009

Purchase & Rate/ Term Refi

Owner Occupied

Max Loan Amt

Maximum(7)

MAX D/R(18)

Mortgage

BK History (10)

LTV / CLTV

FICO

Restricted

FICO

History (17)

(15) (21)

LTV (2) (8)

(15) (21)

(last 12 mos)

Primary

1 Unit-FTHB only

$417,000

97%

700

90%

700

38%

0 x 60

Filed > 4 yrs

1 Unit

95%

620

Condo/Attached Housing

95%

620

90%

700

38%

Primary

2 unit

$533,850

95%

680

90%

700

38%

0 x 60

Filed > 4 yrs

Primary

3-4 unit

Not Available

Second Home

1unit

Not Available

Investment

1 unit

Not Available

Cashout Refinance
Owner Occupied		Max Loan Amt	Maximum			MAX D/R	Mortgage	BK History
			LTV / CLTV	FICO	Restricted LTV		History
							(last 12 mos)
Primary	1 unit	Not Available
	Condo/Attached Housing

		Underwriting Guideline Requirements
	Collateral
1		Appraisal	A full 1004 (Interior / Exterior) appraisal required. Must be ordered through a VMC. Recerts require appraisal review. Manufactured and second homes ineligible.
2		Condos	HOA Questionnaire required - Condos and attached housing in FL are ineligible.
3		Conversion of Primary Residence or Pending Sale	Must qualify borrowers using both PITI payments. Properties pending sale which have not sold at the time the subject closes require 6 mos. reserves (both properties) if < 30% equity, 2 mos. reserves (both properties) if > 30% equity. AVM required. Conversions to Investment Property require 6 months reserves. Rental income cannot be utilized unless > 30% equity.
4		Land Contracts	Not allowed
5		Listed For Sale	Properties listed for sale in the past 60 days require UW Manager approval. Property must be taken off the market prior to the loan application date.
6		Seasoning	Properties purchased in the prior 6 months ineligible. Purch. <12mos requires appraisal review if FMV > purchase price.
7		Restricted Markets	If property is located in a declining market as noted by MI company matrix, follow “Restricted Market Parameter” LTV guidelines.
8		Rest. Market LTV	AZ, CA, FL, & NV - Max 90% LTV and 720 min FICO. Max 85% LTV for 2 unit loans > $417,000
9		Short Term Refinances & Subordination Liens	Payoff of any subordinate non-purchase money loan is not allowed. Additionally, any refinance of a loan which paid off a subordinate non-purchase money loan within the last 6 months is also considered cash out.Subordinate liens must resubordinate.
	Credit
10		Bankruptcy	Filed < 4 yrs are ineligble.
11		Collections/Chargeoffs	Refer to DU/LP stipulations
12		Continuity of Obligation	If property was purchased < 12 mos ago, must use < of original purchase price or appraised value for FMV if no acceptable continuity of obligation exists. Acceptable continuity includes the following:
			1) At least one borrower on the new loan was a borrower on the existing loan to be financed
			2) Borrower has been on title or residing in the property the last 12 mos. and has paid the mortgage the last 12 mos.
			3) Borrower recently inherited the property or it was legally rewarded (divorce, separation, etc.)
			If borrower on title 6 mos. or more , and a lien exists with no acceptable continuity of obligation, max LTV = 50%.
13		Judgments/Liens	Outstanding judgments and liens must be paid at or prior to loan closing
14		Foreclosure	Must be > 5 yrs
15		FICO	Use the lowest FICO (middle of 3; lower of 2) for all borrowers. Credit must show 3 open & active tradelines w/12 mos. history.
16		Minimum Payment	5% of balance for revolving/installment accounts (Includes collection/charge off accounts for LP qualifying loans)
17		Mortgage History	Full 12 month history required; Exceptions require UW Manager approval. < 30 at closing
	Income / Assets
18		Debt Ratio	38% max DTI (exceptions to 41% require UW Manager approval); Fixed income may not be grossed up.
19		Documentation	Full income documentation loans only; DU/LP stipulations are acceptable with a minimum of one paystub and prior years W-2.
20		Primary Conversions	Rental income may not be utilized unless >30% equity per AVM.
21		Minimum Reserves	Minimum 2 months PITI on all transactions.
	Purchase Money
22		Buyer Contribution	3% minimum own funds.
23		Seller Contribution	Owner Occupied - Max 6% <90% LTV; Max 3% >90% LTV
	Products
24		Cashout	Cashout on refinance are ineligible.
25		Minimum Loan Size	Minimum Loan Amount $75,000
26		Maximum Loan Size	See matrix above
27		Recommendations Allowed	DU approved eligible (AE); DU expanded approval (EA 1, 2 or 3); or LP accept/eligible ratings allowed.
28		Credit Report	Must be < 90 days old at time of closing.
29		Streamline	Not available on >80% LTV.

E-5

Nationstar Agency Matrix with LTV < 80%
(Fannie Mae / Freddie Mac)
MI not required      

2/16/2009

Purchase & Rate/ Term Refi
	Occupancy		Max Loan Amt		Max LTV / CLTV		Min FICO (12)		MAX D/R (15)		Mortgage History (last 12 mos) (14)
	Primary	1 unit		$417,000		80%		580		50%		0 x 60
	Primary	2 unit		$533,850		80%		580		50%		0 x 60
	Primary	3-4 unit		$645,300		75%		580		50%		0 x 60
	Second Home	1unit		$417,000		80%		580		50%		0 x 60
	Investment	1unit		$417,000		75%		580		50%		0 x 60

Cashout Refinance
	Occupancy		Max Loan Amt		Max LTV / CLTV		Min FICO (12)		MAX D/R (15)		Mortgage History (last 12 mos) (14)
	Primary	1 unit		$417,000		80%		580		50%		0 x 60
	Primary	2 unit		$533,850		80%		580		50%		0 x 60
	Primary	3-4 unit		$645,300		75%		580		50%		0 x 60
	Second Home	1unit		$417,000		75%		580		50%		0 x 60
	Investment	1unit		$417,000		75%		580		50%		0 x 60

		Underwriting Guideline Requirements
	Collateral
1		Appraisal	A full 1004 (interior/exterior) appraisal or 2055 (drive-by) required. Must be ordered through a VMC. Drive-by’s and Recerts require appraisal review. Manufactured homes ineligible.
2		Condos	HOA Questionnaire required
3		Land Contracts	Not allowed
4		Listed For Sale	Properties listed for sale in the past 60 days require UW Manager approval. Property must be taken off the market prior to the loan application date. Max 70% LTV, on cash out refinances, if property listed within the last 6 months.
5		Maximum Number of Financed Properties	Unlimited if subject property is owner-occupied. Max 4 financed properties allowed if the subject property is a second home or investment property
6		Seasoning	Properties purchased in the prior 6 months must use purchase price or FMV, whichever is less. Purch. < 12 mos. requires appraisal review if FMV > purchase price. Purchase and Rate/Term Refis only on properties with < 6 mos. seasoning.
7		Short Term Refinances	Payoff of any subordinate non-purchase money loan is considered a cash-out refinance. Additionally, any refinance of a loan which paid off a subordinate non-purchase money loan within the last 6 months is also considered cash out.
	Credit
8		Bankruptcy	Filed > 4 years and be discharged prior to closing.
9		Collections/Chargeoffs	Refer to DU/LP stipulations
10		Continuity of Obligation	If property was purchased < 12 mos ago, must use < of original purchase price or appraised value for FMV if no acceptable continuity of obligation exists. Acceptable continuity includes the following:
			1) At least one borrower on the new loan was a borrower on the existing loan to be financed
			2) Borrower has been on title or residing in the property the last 12 mos. and has paid the mortgage the last 12 mos.
			3) Borrower recently inherited the property or it was legally rewarded (divorce, separation, etc.)
			If borrower on title 6 mos. or more , and a lien exists with no acceptable continuity of obligation, max LTV = 50%.
11		Foreclosure	Must be >5 yrs
12		Minimum Fico	Use the lowest FICO (middle of 3; lower of 2) for all borrowers; cashout refinance > 75% LTV requires 660 score
13		Minimum Payment	5% of balance for revolving/installment accounts (Includes collection/chargeoff accounts for LP qualifying loans)
14		Mortgage History	Full 12 month history required; Exceptions require UW Manager approval. < 30 at closing.
	Income / Assets
15		Debt Ratio	50% max DTI (exceptions to 55% require UW Manager approval); 50% max DTI Fixed Income borrowers. Fixed income may not be grossed up.
16		Documentation	Full income documentation loans only; must follow DU/LP stipulations. Minimum documentation level for salaried wage earners is one paystub and verbal VOE.
17		Minimum Reserves	As required by DU/LP; see #18 below.
	Purchase Money
18		Conversion of Primary Residence or Pending Sale	Must qualify borrowers using both PITI payments. Conversions and properties pending sale which have not sold at the time the subject closes require 6 mos. reserves (both properties) if < 30% equity, 2 mos. reserves (both properties) if > 30% equity per AVM. Former residence, rental income may only be utilized if >30% equity, executed lease and security deposit is verified.
19		Buyer Contribution	3%
20		Seller Contribution	Owner Occupied - Max 6% <90% LTV; Max 3% >90% LTV. DP assistance program not eligible.
	Products
21		Minimum Loan Size	Minimum Loan Amount $75,000.
22		Maximum Loan Size	See Matrix Above
23		Recommendations Allowed	DU approved eligible (AE); DU expanded approval (EA 1, 2 or 3); or LP accept/eligible ratings allowed.
24		Credit Report	Must be < 90 days old at time of closing.
25		Streamline	See additional requirements attached in separate memo.

E-6

Nationstar (FNMA HomePath) Matrix
(Fannie Mae - DU 7.1)
MI not required

         2/16/2009

Purchase
Occupancy		Max Loan Amt	Maximum				MAX D/R (11)	Mortgage History (10) (last 12 mos)	BK History (4)
			LTV / CLTV	FICO (8) (14)	LTV /CLTV	FICO (8)
Primary	1 unit	$417,000	97% FLEX	660	80% / 95%	580	Per DU	0 x 60	Filed > 4 yrs
	Condo/Attached Housing		95%
Primary	2 unit	$533,850	95%	660	80% / 95%	580	Per DU	0 x 60	Filed > 4 yrs
Primary	3-4 unit	$533,850	80%	580	80%	580	Per DU	0 x 60	Filed > 4 yrs
Second Home	1unit	$417,000	90% (2)	660	80% / 90% (2)	580	Per DU	0 x 60	Filed > 4 yrs
Investment	1-2 unit	$417,000	90% (2)	660	80% / 90% (2)	580	Per DU	0 x 60	Filed > 4 yrs
Investment	3-4 unit	$417,000	75%	580	75%	580	Per DU	0 x 60	Filed > 4 yrs
Rate / Term Refi & Cashout Refinance (23)
Occupancy		Max Loan Amt	Maximum			FICO (8) (14)	MAX D/R (11)	Mortgage History (last 12 mos)	BK History
			LTV / CLTV		Restricted LTV
Primary	1 unit	Not Available
	Condo/Attached Housing

	Underwriting Guideline Requirements
		Collateral
1	Appraisal		No appraisal required. Utilize purchase price as property value. Verify property is eligible for FNMA HomePath financing on www.HomePath.com\Financing
2	Max LTV		75% max LTV if borrower owns more than 4 properties.
3	Maximum Number of Financed Properties		10 if subject property is owner-occupied. Max 4 financed properties allowed if the subject property is a second home or investment property.
4	Condo		HOA Questionnaire required. If not eligible submit Project Eligibility Waiver (PEW).
5	Mfg Homes		Eligible
		Credit
6	Bankruptcy		Filed >4yrs and must be discharged prior to closing.
7	Collections/Chargeoffs		Refer to DU/LP stipulations
8	Judgments/Liens		Outstanding judgments and liens must be paid at or prior to loan closing
9	Foreclosure		Must be > 5 yrs
10	FICO		Use the lowest FICO (middle of 3; lower of 2) for all borrowers.
11	Minimum Payment		5% of balance for revolving/installment accounts.
12	Mortgage History		Full 12 month history required; must be < 30 at closing
		Income / Assets
13	Debt Ratio		Max DTI per DU
14	Documentation		Full income documentation loans only; DU/LP stipulations are acceptable.
15	Second Homes		Rental Income is not considered in DTI.
16	Minimum Reserves		As required by DU
		Purchase Money
17	Conversion of Primary		Conversion to a second home or investment requires both current and proposed mortgage payments be included in DTI to qualify the borrower. 6 months PITI for both properties is required to be in reserves.
18	Rental Income		May be used to offset the mortgage payment if 30% equity exists. (Per AVM, BPO, or Appraisal) in the existing property. Fully executed lease and verification security deposit from tenant deposited in borrowers account required.
19	Buyer Contribution		3% Minimum ( If > 95% see Flex Guidelines). 5% Minimum own funds if second home, investment or 2-4 Unit.
20	Seller Contribution		Owner Occupied - Max 6%
		Products
21	Minimum Loan Size		Minimum Loan Amount $75,000
22	Maximum Loan Size		See Matrix above
23	Recommendations		DU approved eligible (AE); DU expanded approval (EA 1, 2 or 3) ratings allowed
24	Credit Report		Must be < 90 days old at time of closing.
25	Cashout Refi		Not Allowed.
26	Special Feature Codes		057 - For all HomePath Loans
			206 - For Flex Mortgage (i.e.. LTV / CLTV of 95.01% to 97.0%)
			716 - For any EA recommendation from DU
			• - Any other applicable Special Feature Codes

E-7

EXHIBIT F

REQUIRED FIELDS FOR SERVICING TRANSMISSION

1.	Loan #
2.	Borrower Name
3.	Address
4.	City
5.	State
6.	Zip
7.	Note Amount / Original Balance
8.	Interest Rate
9.	Term
10.	P & I Pymt
11.	Property Type
12.	Fixed/ARM flag
13.	Product Code (e.g. 3/27, 2/28, Fixed, Balloon)
14.	Note / Closing Date
15.	ARM Index
16.	Rate Adjustment Date
17.	Rate Adjustment Frequency
18.	Initial Periodic Cap
19.	Periodic Cap
20.	Minimum Rate
21.	Maximum Rate
22.	MERS Identification #
23.	Next Due Date
24.	LTV
25.	Loan Type (Early Purchase Program Loan or non-Early Purchase Program Loan)

F-1

EXHIBIT G

REQUIRED FIELDS FOR ASSET SCHEDULE

1.	Loan #
2.	Borrower Name
3.	Address
4.	City
5.	State
6.	Zip
7.	Note Amount / Original Balance
8.	Interest Rate
9.	Term
10.	P & I Pymt
11.	Property Type
12.	Fixed/ARM flag
13.	Product Code (e.g. 3/27, 2/28, Fixed, Balloon)
14.	Note / Closing Date
15.	ARM Index
16.	Rate Adjustment Date
17.	Rate Adjustment Frequency
18.	Initial Periodic Cap
19.	Periodic Cap
20.	Minimum Rate
21.	Maximum Rate
22.	MERS Identification #
23.	Next Due Date
24.	LTV
25.	Loan Type (Early Purchase Program Loan or non-Early Purchase Program Loan)

G-1

EXHIBIT H

FORM OF CONFIDENTIALITY AGREEMENT

          In connection with your consideration of a possible or actual acquisition of a participating interest (the “Transaction”) in an advance, note or commitment of The Royal Bank of Scotland PLC (“Buyer”) pursuant to a Fifth Amended and Restated Master Repurchase Agreement, as amended, between Buyer and Nationstar Mortgage LLC (the “Seller”) dated as of January 27, 2010, you have requested the right to review certain non-public information regarding the Seller that is in the possession of Buyer. In consideration of, and as a condition to, furnishing you with such information and any other information (whether communicated in writing or communicated orally) delivered to you by Buyer or its affiliates, directors, officers, employees, advisors, agents or “controlling persons” (within the meaning of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) (such affiliates and other persons being herein referred to collectively as Buyer “Representatives”) in connection with the consideration of a Transaction (such information being herein referred to as “Evaluation Material”), Buyer hereby requests your agreement as follows:

     1. The Evaluation Material will be used solely for the purpose of evaluating a possible Transaction with Buyer involving you or your affiliates, and unless and until you have completed such Transaction pursuant to a definitive agreement between you or any such affiliate and Buyer, such Evaluation Material will be kept strictly confidential by you and your affiliates, directors, officers, employees, advisors, agents or controlling persons (such affiliates and other persons being herein referred to collectively as “your Representatives”), except that the Evaluation Material or portions thereof may be disclosed to those of your Representatives who need to know such information for the purpose of evaluating a possible Transaction with Buyer (it being understood that prior to such disclosure your Representatives will be informed of the confidential nature of the Evaluation Material and shall agree to be bound by this Agreement). You agree to be responsible for any breach of this Agreement by your Representatives.

     2. The term “Evaluation Material” does not include any information which (i) at the time of disclosure or thereafter is generally known by the public (other than as a result of its disclosure by you or your Representatives) or (ii) was or becomes available to you on a nonconfidential basis from a person not otherwise bound by a confidential agreement with Buyer or its Representatives or is not otherwise prohibited from transmitting the information to you. As used in this Agreement, the term “person” shall be broadly interpreted to include, without limitation, any corporation, company, joint venture, partnership or individual.

     3. In the event that you receive a request to disclose all or any part of the information contained in the Evaluation Material under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction, you agree to (i) immediately notify Buyer and the Seller of the existence, terms and circumstances surrounding such a request, (ii) consult with the Seller on the advisability of taking legally available steps to resist or narrow such request, and (iii) if disclosure of such information is required, exercise your best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such information.

     4. Unless otherwise required by law in the opinion of your counsel, neither you nor your Representative will, without our prior written consent, disclose to any person the fact that the Evaluation Material has been made available to you.

H-1

     5. You agree not to initiate or maintain contact (except for those contacts made in the ordinary course of business) with any officer, director or employee of the Seller regarding the business, operations, prospects or finances of the Seller or the employment of such officer, director or employee, except with the express written permission of the Seller.

     6. You understand and acknowledge that the Seller is not making any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material or any other information provided to you by Buyer. None of the Seller, its respective affiliates or Representatives, nor any of its respective officers, directors, employees, agents or controlling persons (within the meaning of the 1934 Act) shall have any liability to you or any other person (including, without limitation, any of your Representatives) resulting from your use of the Evaluation Material.

     7. You agree that neither Buyer nor the Seller has granted you any license, copyright, or similar right with respect to any of the Evaluation Material or any other information provided to you by Buyer.

     8. If you determine that you do not wish to proceed with the Transaction, you will promptly deliver to Buyer all of the Evaluation Material, including all copies and reproductions thereof in your possession or in the possession of any of your Representatives.

     9. Without prejudice to the rights and remedies otherwise available to the Seller, the Seller shall be entitled to equitable relief by way of injunction if you or any of your Representatives breach or threaten to breach any of the provisions of this Agreement. You agree to waive, and to cause your Representatives to waive, any requirement for the securing or posting of any bond in connection with such remedy.

     10. The validity and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York applicable to agreements made and to be fully performed therein (excluding the conflicts of law rules). You submit to the jurisdiction of any court of the State of New York or the United States District Court for the Southern District of the State of New York for the purpose of any suit, action, or other proceeding arising out of this Agreement.

     11. The benefits of this Agreement shall inure to the respective successors and assigns of the parties hereto and the Seller (which is an express third party beneficiary hereof), and the obligations and liabilities assumed in this Agreement by the parties hereto shall be binding upon the respective successors and assigns.

     12. If it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that any term or provision hereof is invalid or unenforceable, (i) the remaining terms and provisions hereof shall be unimpaired and shall remain in full force and effect and (ii) the invalid or unenforceable provision or term shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision.

     13. This Agreement embodies the entire agreement and understanding of the parties hereto and supersedes any and all prior agreements, arrangements and understandings relating to the matters provided for herein. No alteration, waiver, amendments, or change or supplement hereto shall be binding or effective unless the same is set forth in writing by a duly authorized

H-2

representative of each party and may be modified or waived only by a separate letter executed by the Seller and you expressly so modifying or waiving such Agreement.

     14. For the convenience of the parties, any number of counterparts of this Agreement may be executed by the parties hereto. Each such counterpart shall be, and shall be deemed to be, an original instrument, but all such counterparts taken together shall constitute one and the same Agreement.

H-3

          Kindly execute and return one copy of this letter which will constitute our Agreement with respect to the subject matter of this letter.

THE ROYAL BANK OF SCOTLAND PLC
 

By:  

Confirmed and agreed to

this _____ day of _____________, 201_.

By:
	Name
	Title:

H-4

EXHIBIT I

FORM OF INSTRUCTION LETTER

__________ __, 201_
___________________, as Subservicer/Additional Collateral Servicer
____________________
____________________

Attention: _______________

Re:   Fifth Amended and Restated Master Repurchase Agreement, dated as of January 27, 2010 by and between The Royal Bank of Scotland PLC (“Buyer”) and Nationstar Mortgage LLC, (“Seller”)

Ladies and Gentlemen:

     As [sub]servicer of those assets described on Schedule 1 hereto, which may be amended or updated from time to time (the “Eligible Assets”) pursuant to that Servicing Agreement, between you and the undersigned Seller, as amended or modified, attached hereto as Exhibit A (the “Servicing Agreement”), you are hereby notified that the undersigned Seller has sold to the Buyer such Eligible Assets pursuant to that certain Fifth Amended and Restated Master Repurchase Agreement, dated as January 27, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), between the Buyer and the Seller.

     You agree to service the Eligible Assets in accordance with the terms of the Servicing Agreement for the benefit of the Buyer and, except as otherwise provided herein, Buyer shall have all of the rights, but none of the duties or obligations of Seller under the Servicing Agreement including, without limitation, payment of any indemnification or reimbursement or payment of any servicing fees or any other fees. No subservicing relationship shall be hereby created between you and the Buyer.

     Upon your receipt of written notification by the Buyer that an Event of Default has occurred under the Agreement (the “Default Notice”), you, as Subservicer, hereby agree to remit all payments or distributions made with respect to such Eligible Assets, net of the servicing fees payable to you with respect thereto, immediately in accordance with the Buyer’s wiring instructions provided below, or in accordance with other instructions that may be delivered to you by Buyer:

JPMorgan Chase Bank
Account No.:	140095961
	For the A/C of The Royal Bank of Scotland PLC
ABA No.:	021000021
Reference:	Brett Kibbe

     You agree that, following your receipt of such Default Notice, under no circumstances will you remit any such payments or distributions in accordance with any instructions delivered to you by the undersigned Seller, except if Buyer instructions you in writing otherwise.

     You further agree that, upon receipt written notification by the Buyer that an Event of Default has occurred under the Agreement, Buyer shall assume all of the rights and obligations of Seller under the Servicing Agreement, except as otherwise provided herein. Subject to the terms of the Servicing Agreement, You shall (x) follow the instructions of Buyer with respect to the Eligible Assets and deliver to a Buyer any information with respect to the Eligible Assets reasonably requested by such Buyer, and

I-1

(y) treat this letter agreement as a separate and distinct servicing agreement between You and Buyer (incorporating the terms of the Servicing Agreement by reference), subject to no setoff or counterclaims arising in Your favor (or the favor of any third party claiming through You) under any other agreement or arrangement between You and any Seller or otherwise. Notwithstanding anything to the contrary herein or in the Servicing Agreement, in no event shall Buyer be liable for any fees, indemnities, costs, reimbursements or expenses incurred by You prior to such Event of Default or otherwise owed to You in respect of the period of time prior to such Event of Default.

     Notwithstanding anything to the contrary herein or in the Servicing Agreement, with respect to all Eligible Assets on Schedule 1 (the “Servicing Released Assets”), you are hereby instructed to service such Servicing Released Assets for a term of thirty (30) days (each, a “Servicing Term”) commencing as of the date such Servicing Released Assets become subject to a purchase transaction under the Agreement, which Servicing Term shall be deemed to be renewed at the end of each 30-day period subject to the following sentence. The Servicing Term shall terminate upon the occurrence of any of the following events: (i) if the related purchase transaction is not renewed at the end of such Servicing Term and such Servicing Released Asset is not repurchased by Seller, or (ii) You shall have received a written termination notice from Buyer at any time with respect to some or all of the Servicing Released Assets being serviced by You (each, a “Servicing Termination”). In the event of a Servicing Termination, You hereby agree to (i) deliver all servicing and “records” relating to such Servicing Released Assets to the designee of Buyer at the end of each such Servicing Term and (ii) cooperate in all respects with the transfer of servicing to Buyer or its designee. The transfer of servicing and such records by You shall be in accordance with customary standards in the industry and the terms of the Servicing Agreement, and such transfer shall include the transfer of the gross amount of all escrows held for the related mortgagors (without reduction for unreimbursed advances or “negative escrows”).

     Further, you hereby constitute and appoint Buyer and any officer or agent thereof, with full power of substitution, as your true and lawful attorney-in-fact with full irrevocable power and authority in your place and stead and in your name or in Buyer’s own name, following any Servicer Termination with respect solely to the Servicing Released Assets that are subject to such Servicer Termination, to direct any party liable for any payment under any such Servicing Released Assets to make payment of any and all moneys due or to become due thereunder directly to Buyer or as Buyer shall direct including, without limitation, the right to send “goodbye” and “hello” letters on Your behalf. You hereby ratify all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.

     For the purpose of the foregoing, the term “records” shall be deemed to include but not be limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of such Servicing Released Assets.

[NO FURTHER TEXT ON THIS PAGE]

I-2

     Please acknowledge receipt of this instruction letter by signing in the signature block below and forwarding an executed copy to the Buyer promptly upon receipt. Any notices to the Buyer should be delivered to the following address: 600 Washington Blvd., Stamford, CT 06901, Attention: Joe Bartolotta, Telephone: (203) 625-6675, Facsimile: (203) 625-4751.

Very truly yours, NATIONSTAR MORTGAGE LLC
By:
	Name:
	Title:

Acknowledged and Agreed as of this __ day of ___________, 20__:

[SUBSERVICER] [ADDITIONAL COLLATERAL SERVICER]

By:
	Name:
	Title:

I-3

EXHIBIT J

FORM OF MASTER NETTING AGREEMENT

J-1

FORM OF MASTER NETTING AGREEMENT

          THIS COLLATERAL SECURITY, SETOFF AND NETTING AGREEMENT, dated as of January 9, 2009 (as amended, supplemented and otherwise modified from time to time, the “Agreement”) is made collectively among:

          [      ]. (“[    ]”), [      ]. and any Person who, directly or indirectly, is in control of, or is controlled by, or is under common control with, [      ] or [      ] (each such Person, a “[      ] Affiliate”) and its respective parent, subsidiaries and [       ] Affiliates (individually a “[      ] Entity” and collectively the “[       ] Group”), on the one hand,

— and —

          NATIONSTAR MORTGAGE LLC (“Nationstar”), FIF HE HOLDINGS LLC (“FIF HE”), FIF HE HOLDINGS LLC, acting with respect to Series 1 thereof (“FIF Series 1”), and FIF HE HOLDINGS LLC, acting with respect to Series 2 thereof (“FIF Series 2”) and any Person who, directly or indirectly, is controlled by Nationstar, FIF HE, FIF Series 1 or FIF Series 2 (each such Person, a “Nationstar Affiliate”) and its respective subsidiaries and Nationstar Affiliates (individually a “Nationstar Entity” and collectively the “Nationstar Group”), on the other hand.

A G R E E M E N T:

Section 1. Definitions. As used herein, unless otherwise stated in this Agreement, all defined terms shall: (i) have the same meaning ascribed to them in the Repurchase Agreement; and (ii) be read either as singular or plural as appropriate, and where necessary the singular form of any word used herein shall include the plural and vice versa.

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

          “Bankruptcy Code” means Title 11 of the United States Code, as amended from time to time.

          “Collateral” shall mean all Securities, notes, mortgages, instruments, financial assets, monies, trust receipts or other property of any of the Nationstar Group in which any member of [       ] has been granted a security interest pursuant to the Transaction documents whenever acquired and all distributions thereon and proceeds thereof.

          “Event of Default” has the meaning set forth in Section 4.

          “Obligations” shall mean, collectively, all present and future obligations and liabilities of each member of the Nationstar Group to each member of [      ] pursuant to the Transaction Documents (including without limitation obligations and liabilities under any Transactions), whether matured, unmatured, liquidated, unliquidated, fixed or contingent, and any costs and fees permitted under such Transaction Documents.

          “Person” shall mean an individual, corporation, trust, business trust, statutory trust, partnership, limited liability company, joint venture or similar business association.

J-2

          “Repurchase Agreement” shall mean that certain Third Amended and Restated Repurchase Agreement, dated as of [       ] (as may be amended, supplemented or otherwise modified from time to time), by and between Nationstar Mortgage LLC and [       ].

          “Securities” means, collectively, cash or cash equivalents, securities, commodities, instruments, loans, receivables, currencies or contract rights or interests, options or rights in or in respect of any thereof, including any collateral of every kind delivered with respect thereto. For the avoidance of doubt, Securities shall not include any rights or collateral with respect to any servicing advance facility entered into between any of the Nationstar Group and any of [       ], except that Securities shall include any rights (including rights to reimbursement) or collateral with respect to any Tranche C Assets under the Repurchase Agreement.

          “Settlement Amount” has the meaning set forth in Section 5.

          “Termination Date” for this Agreement means the date on which all Obligations have been satisfied in full.

          “Transaction Documents” means this Agreement and all other agreements, documents, forms, confirmations and other writings entered into or delivered pursuant to or in connection with any Transactions, including, but not limited to those set forth on Exhibit A hereto, which Exhibit may be amended from time to time by the parties.

          “Transactions” means, without limitation, purchases or sales of Securities on a long, short or forward basis, loan transactions, repurchase and reverse repurchase transactions, arbitrage transactions, swaps, collars, caps, floors and purchases or sales of options to purchase or sell Securities entered into in connection with any of the Transaction Documents. For the avoidance of doubt, Transactions shall not include transactions with respect to any servicing advance facility entered into between any of the Nationstar Group and any of [      ], except that Transactions shall include transactions in connection with any Tranche C Assets under the Repurchase Agreement.

Section 2. Collateral.

     A. Nationstar, on behalf of the Nationstar Group, hereby grants to each member of [      ] a right of netting and setoff under any of the Transaction Documents against all of the Collateral pledged to or held by any of [      ] in connection with any Transaction entered into heretofore or at any time in the future. The Collateral shall secure the prompt and full payment and performance of any and all Obligations due and owing by any member of the Nationstar Group to any member of [       ] under any of the Transaction Documents.

     B. All property of the Nationstar Group held by [      ] shall be held in the nature of a deposit for security. Except to the extent otherwise expressly provided in a Transaction Document, Collateral held by or for the benefit of, or pledged to any member of [      ], shall be deemed held by or for the benefit of, or pledged to, such entity for its own account or as agent and/or custodian for the account of another [       ] Entity (or [       ] Entities), as applicable. Notwithstanding the foregoing, this provision shall not be construed in a manner which conflicts with [      ]’s requirement to obtain or maintain a certain level of margin with respect to any Transaction.

     C. All Collateral legally held by [       ] (either directly or through an agent) shall be held both for itself and for the benefit of [      ]

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Section 3. Periodic Netting and Setoff.

     A. Each of the parties hereto acknowledges that (i) the parties have or may have entered into the Transactions; and (ii) all Transactions have been and will be entered into, among other things, in consideration of each other.

     B. Effective as of the date of this Agreement and subject to Section 4(B) hereof, each [       ] Entity shall have the right, from time-to-time in its sole business discretion and without prior notice, to aggregate, setoff and net any payment obligations arising under the Transactions. The parties specifically agree that netting in respect of two or more Transactions may occur upon the election of any [       ] Entity. This periodic netting process shall be handled as set forth within this Section 3 for all Collateral subject to Transactions. Accordingly,

(1)	If any Nationstar Entity owes (or has contingent obligations to) any [      ] Entity pursuant to any of the Transactions, any [       ] Entity may, without prior notice, aggregate, setoff and net: (a) any Collateral pledged by any Nationstar Entity to any [      ] Entity; (b) any Collateral required to be paid or returned by any [       ] Entity to any Nationstar Entity; and (c) any payment due any Nationstar Entity from any [       ] Entity. Specifically, a member of [       ] may net (a) amounts owed to any Nationstar Entity by any [       ] Entity under the Transactions; and (b) amounts owed by any Nationstar Entity to the other members of [       ] under the Transactions to satisfy any Obligations of any Nationstar Entity to any [       ] Entity.
(2)	If amounts owed by all parties are equal, no party shall make a payment under this Section 3.
(3)	All payments due pursuant to this Section 3 shall be made on the payment date, which shall be no later than the first business day after the netting. All payments shall be made by wire transfer.
(4)	Upon making such net payment and/or delivery, and provided that the Collateral subject to such Transactions has been returned (if required) properly to the appropriate party respectively and that all other obligations of the parties hereto have been satisfied, each of the parties agrees to reflect on its books and records that such netted Transactions have been discharged fully.
(5)	Any [      ] Entity may, upon prior notice to the applicable Nationstar Entity, sell at private or public sale any Collateral and apply the proceeds thereof against any Obligations, or retain and apply any Collateral in satisfaction of any such Obligations to any [       ] Entity;
(6)	Any [       ] Entity may setoff any obligations of any [       ] Entity to any Nationstar Entity against any Obligations of any Nationstar Entity to another member of [       ]; and
(7)	[       ] may collect from Nationstar Group any losses, costs or expenses incurred by any [      ] Entity in taking any of the above-mentioned actions (including commissions and reasonable legal fees and expenses), all of which will be secured by the Collateral.

     C. In the event that the Obligations to be netted are not fixed, [       ] may net and setoff amounts pursuant to this Section 3 believed in good faith not to exceed 100% of the Obligations due from the Nationstar Entity and including contractual and/or statutory interest, costs and anticipated attorney’s fees.

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     D. Any netting [       ] Entity shall have the right to net and/or setoff Obligations and Transactions in any order it chooses.

Section 4. Default Netting and Setoff.

     A. An “Event of Default” shall have the respective meaning assigned to such terms in the relevant Transaction Documents.

     B. In addition to all other rights and remedies available, an Event of Default shall give each [       ] Entity the netting and setoff rights specified in Section 3 (it being understood that the rights specified in Section 3 may not be exercised in the absence of an Event of Default).

Section 5. Close-Out Netting and Setoff.

     A. Upon termination of this Agreement following the occurrence and during the continuation of an Event of Default, without limiting any other provision of this Agreement or any Transaction Document, any member of [       ] may aggregate, setoff and net against any Obligations of any Nationstar Entity any Collateral, or the value thereof, pledged by or required to be delivered or paid by any Nationstar Entity to any member of [      ] in connection with such terminated Transactions. In addition, upon termination under this Section, any member of [      ] may aggregate, setoff and net against any Obligations of any Nationstar Entity any Collateral, or the value thereof, pledged by or required to be delivered or paid by any member of [       ] to any Nationstar Entity in connection with such terminated Transactions. Thereupon, the only delivery obligation of any of the parties in connection with such Transactions will be for the parties to deliver such Collateral or a net cash payment, as the case may be, as may be required after giving effect to such aggregation, netting and setoff.

     B. The method by which the parties hereto will value such Collateral for such netting and setoff purposes will be determined by the method prescribed in the applicable agreement or, in the absence of a prescribed method, by the [      ] Entities in a commercially reasonable manner.

     C. In the alternative, [      ] may net and setoff amounts pursuant to this Section in accordance with the netting and setoff rights specified in Section 3.

     D. Each [       ] Entity shall aggregate any gains, losses and costs with respect to all transactions into a single net amount (the “Settlement Amount”). It is expressly agreed that the [      ] Entities shall not be required to enter into replacement transactions in order to determine the Settlement Amount. [       ] and the Nationstar Group will provide one another with a statement showing, in reasonable detail, their calculations of gains, losses and costs, including all relevant quotations and specifying any amount payable, and giving details of the relevant account to which any amount payable is to be paid.

Section 6. Remedies.

     A. None of the rights and remedies of each member of [      ] shall be exclusive of any other available right or remedy, and each remedy shall be cumulative and in addition to any other right or remedy of each member of [       ]. Each member of [      ] shall be entitled to exercise its rights and remedies against the Nationstar Group in such order and to such extent as it, in its sole discretion, deems appropriate. It is understood that a prior demand or call, or prior notice of the time and place of such sale

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or purchase, shall not be considered a waiver of the right of any member of [       ] to sell the Collateral without demand or notice. The Nationstar Group acknowledges that some of the Collateral (other than cash) may be of a type that may decline rapidly in value and/or is customarily sold on or in a recognized market (including the whole loan market), as may be further specified by the related Transaction Document, and therefore, in such cases, [      ] shall not be obligated to provide the Nationstar prior notification of any intended sale or other disposition thereof. The Nationstar Group shall remain liable for any and all Obligations it owes to any member of [       ] remaining unpaid or unsatisfied after the application of the Collateral and the exercise of all rights hereunder.

     B. All Obligations shall bear interest equal in value to the case specifics in the applicable Transaction Documents.

     C. The rights and remedies granted hereby to [       ] are in addition to any rights and remedies, and supersede any limitations on such rights and remedies that are inconsistent herewith, that they may have under any existing or future agreements with any Nationstar Entity unless, in the case of any future agreements, any inconsistent provision therein is stated explicitly to supersede this Agreement. Without limiting the generality of the foregoing, nothing herein shall be construed as a requirement that a member of [       ] cause Collateral held on account of a particular Transaction to be attributed (in whole or in part) to any other Transaction in determining whether that member of [       ] is entitled to make a demand or call upon the Nationstar Entity for additional securities, monies or other property under any such other Transaction.

Section 7. Multiple Party Setoff.

     A. [       ], along with its Affiliates, and Nationstar, agree to engage in a triangular or multi-party setoff pursuant to this Agreement if necessary. Each member of [       ] and the Nationstar Group agrees that following the occurrence and during the continuation of an Event of Default, at the option of any party to this Agreement, and without prior notice to any other party, any and all amounts payable pursuant to Section 3, Section 4 or Section 5 to any party may be reduced or satisfied by a setoff against any other amounts payable by or to any other party to this Agreement. For purposes of this Agreement, the parties agree that all of the [       ] Entities constitute a single unit and all of the Nationstar Entities constitute a single unit for purposes of setoff.

     B. This right of setoff, recognized in New York law and §553 of the Bankruptcy Code, shall be held by all parties to this Agreement. If any amounts are so set off, these amounts are to be discharged promptly and in all respects.

Section 8. Recoupment.

          The rights of [       ] contained herein are in addition to any and all recoupment rights that [       ] may have at law or in equity against the Nationstar Group.

Section 9. Choice of Law.

          THIS AGREEMENT AND EACH AND EVERY OTHER TRANSACTION DOCUMENT AND TRANSACTION BETWEEN THE PARTIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND IN THE EVENT THAT ANY LAWSUIT IS COMMENCED RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR TRANSACTION THE PARTIES AGREE TO SUBMIT TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS SITUATED IN THE COUNTY OF NEW YORK IN THE STATE OF NEW YORK IN CONNECTION WITH ANY SUCH

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DISPUTE. THE PARTIES TO THIS AGREEMENT WAIVE THE RIGHT TO TRIAL BY JURY IN ANY SUCH LAWSUIT.

Section 10. Assignment; Modification.

          This Agreement may not be amended or modified except in a written instrument executed by each of the parties hereto. The rights and obligations of the parties under this Agreement and under any transaction or agreement (including any Transaction between the parties) may not be assigned without the prior written consent of the other party and any purported assignment without such consent shall be null and void. Subject to the foregoing, this Agreement shall be binding on the parties and their successors and assigns. If any provisions of this Agreement shall not be enforceable, the parties agree that the remaining provisions of this Agreement shall constitute the binding Agreement between the parties.

Section 11. Representations, Warranties and Covenants.

          Each party represents and warrants to the other party that it has all requisite power to execute, deliver and perform its obligations under this Agreement; that this Agreement constitutes a legal, valid and binding agreement enforceable in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting creditors’ rights generally and subject, as to enforceability, to general principals of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); that neither the execution and delivery of this Agreement by the party, nor the performance of its obligations hereunder, (A) conflicts or will conflict with, results or will result in a breach or violation of, or constitutes or will constitute a default under: (i) its articles of incorporation or by-laws (or equivalent documents); (ii) the terms of any agreement, obligation or instrument to which it is a party; or (iii) any statute, law, decree, order, rule or regulation applicable to it, or (B) requires any authorization, approval, consent, order, filing, or other action except such as has previously been obtained.

Section 12. Recordings of Communications.

          The [       ] Entities and the Nationstar Entities shall have the right (but not the obligation) from time to time to make or cause to be made tape recordings of communications between its employees and those of the other party with respect to Transactions. The [      ] Entities and the Nationstar Entities consent to the admissibility of such tape recordings in any court, arbitration or other proceedings. The parties agree that a duly authenticated transcript of such a tape recording shall be deemed to be a writing conclusively evidencing the parties’ agreement.

Section 13. Enforcement Costs and Expenses.

          The Nationstar Entities shall jointly and severally reimburse all [      ] Entities for any damages, claims, liabilities, expenses, attorney’s fees, etc., arising out of the enforcement of this Agreement or any other Transaction Document; provided however in the event of a dispute arising out of the enforcement of this Agreement, the losing party shall be responsible for all expenses and attorney’s fees incurred in connection with such dispute.

Section 14. No Future Obligations.

          Notwithstanding anything contained in this Agreement and except only as may be expressly set forth in the Transaction Documents, neither party to this Agreement shall be obligated to enter into any future Transactions. Each party agrees that it will deliver such documents and take such action as are required to implement the terms of this Agreement.

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Section 15. Counterparts.

          This Agreement may be executed in Counterparts all of which taken together shall constitute the Agreement.

[SIGNATURE PAGES FOLLOW]

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THE ROYAL BANK OF SCOTLAND PLC
600 Washington Blvd.
Stamford, CT 06901

January 27, 2010

Nationstar Mortgage LLC
350 Highland Drive
Lewisville, Texas 75067

Re:  Fifth Amended and Restated Pricing Side Letter

Ladies and Gentlemen:

PRELIMINARY STATEMENTS

          A. Reference is hereby made to, and this Fifth Amended and Restated Pricing Side Letter (as amended, supplemented and otherwise modified from time to time, the “Pricing Side Letter”) is hereby incorporated by reference into, the Fifth Amended and Restated Master Repurchase Agreement, dated as of January 27, 2010 (as amended, supplemented and otherwise modified from time to time, the “Agreement”), between The Royal Bank of Scotland plc (as assignee of RBS Financial Products, Inc.) as buyer (“Buyer”) and Nationstar Mortgage LLC, as seller (“Seller”). Any capitalized term used but not defined herein shall have the meaning assigned to such term in the Agreement.

          B. Seller and Buyer are parties to a Fourth Amended and Restated Pricing Side Letter dated as of April 6, 2009 (as amended, supplemented and otherwise modified from time to time, the “Existing Side Letter”).

          C. Seller has requested that Buyer consent to the amendment and restatement of the Existing Side Letter in order to accommodate certain changes and modifications to the Existing Side Letter.

          D. Upon the Effective Date of this Pricing Side Letter, each reference to the Existing Side Letter in any other document, instrument or agreement shall mean and be a reference to this Pricing Side Letter, and this Pricing Side Letter shall supersede the Existing Side Letter in all respects.

          E. Subject to the terms and conditions herein contained, the parties hereby agree to amend and restate the terms and conditions of the Existing Side Letter in their entirety as follows:

          Section 1. Definitions.

          The following terms referenced in Section 2 of the Agreement shall have the meanings set forth below:

          “Applicable Margin” shall mean [***].

^*** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission.

          “Applicable Percentage” shall mean with respect to each Asset, the percentage set forth in the “Applicable Percentage” column of Exhibit A hereto. The Applicable Percentage of any Asset which is not an Eligible Asset shall be 0%.

          “Commitment Fee Amount” shall mean an annualized amount equal the product of (a) [***] and (b) the Maximum Aggregate Purchase Price. A Commitment Fee equal to such Commitment Fee Amount shall be due and payable by Seller to Buyer on the Effective Date in accordance with the Agreement; provided that payment by Seller of such Commitment Fee shall be deemed to apply to Buyer’s commitment to enter into Transactions with Seller under the Agreement during the period commencing on February 26, 2010 and ending on the Termination Date.

          “Eligible Loan” shall mean an Early Purchase Program Loan, a Non-Conforming Loan or an Agency Takeout Loan secured by a First Lien on a one to four family residential property and as to which (i) the representations and warranties in Section 12(v) and 12(w) and Schedule 1 of the Agreement are correct, (ii) was originated or acquired by Seller in accordance with Seller’s or Buyer approved third party’s Underwriting Guidelines, (iii) if such Loan is a Dry Loan, contains all required Loan Documents without Exceptions unless otherwise waived by Buyer, and (iv) such other customary criteria for eligibility determined by Buyer shall have been satisfied. No Loan shall be an Eligible Loan:

(1)	in respect of which there is a material breach of a representation and warranty set forth on Schedule 1 or there is an Exception which was not otherwise waived by Buyer;
(2)	which has been released from the possession of the Custodian under Section 6(a) of the Custodial Agreement to the Seller or its bailee for a period in excess of ten (10) calendar days (or if such tenth day is not a Business Day, the next succeeding Business Day);
(3)	which has been released from the possession of the Custodian (i) under Section 6(b) of the Custodial Agreement under any Transmittal Letter in excess of the time period stated in such Transmittal Letter for release, or (ii) under Section 6(c) of the Custodial Agreement under an Attorney Bailee Letter, from and after the date such Attorney’s Bailee Letter is terminated or ceases to be in full force and effect;
(4)	if such Loan is not subject to a Takeout Commitment (unless such Loan is a Best Execution Loan);
(5)	if the Purchase Price of such Loan, when added to the aggregate outstanding Purchase Price of all Purchased Assets then subject to Transactions, exceeds the Maximum Aggregate Purchase Price;
(6)	if such Loan has been subject to Transactions for more than sixty (60) days (whether or not consecutive) and such Loan is not an Agency Eligible Loan;
(7)	if such Loan has been subject to Transactions for more than ninety (90) days (whether or not consecutive);
(8)	in respect of which (a) the related Mortgaged Property is the subject of a foreclosure proceeding or (b) the related Note has been extinguished under

^*** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission.

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	relevant state law in connection with a judgment of foreclosure or foreclosure sale or otherwise;
(9)	if (a) the related Note or the related Mortgage is not genuine or is not the legal, valid, binding and enforceable obligation of the maker thereof, subject to no right of rescission, set-off, counterclaim or defense, or (b) such Mortgage, is not a valid, subsisting, enforceable and perfected First Lien on the Mortgaged Property;
(10)	if such Loan is a Wet Loan subject to Transactions for more than twelve (12) Business Days;
(11)	if such Loan was originated more than thirty (30) days prior to the initial Purchase Date of such Loan;
(12)	if such Loan is not a First Lien Loan;
(13)	if such Loan is thirty (30) or more days past due;
(14)	if such Loan is secured by real property improved by manufactured housing;
(15)	in respect of which the related Mortgagor is the subject of a bankruptcy proceeding;
(16)	if the Mortgagor has not made its first contractually due payment on such Loan within thirty (30) days of the related Due Date therefor;
(17)	if such Loan is a Non-Conforming Loan and the Purchase Price of such Loan, when added to the aggregate outstanding Purchase Price of all Non-Conforming Loans then subject to Transactions exceeds at any time $10,000,000;
(18)	if such Loan is a Seasoned Agency Eligible Loan and the Purchase Price of such Loan, when added to the aggregate outstanding Purchase Price of all Seasoned Agency Eligible Loans then subject to Transactions exceeds at any time 2% of the aggregate outstanding Purchase Price of all Assets then subject to Transactions;
(19)	if such Loan is a Wet Loan, and on any date of determination (other than during the Ramp-up Period), the Purchase Price of such Loan, when added to the aggregate outstanding Purchase Price of all Purchased Loans that are Wet Loans then subject to Transactions exceeds 30% of the Maximum Aggregate Purchase Price;
(20)	if such Loan is a Wet Loan, and on any date of determination during the Ramp-up Period, the Purchase Price of such Loan, when added to the aggregate outstanding Purchase Price of all Purchased Loans that are Wet Loans then subject to Transactions exceeds 40% of the aggregate outstanding Purchase Price of all Purchased Assets then subject to Transactions; or

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(21) if such Loan is an Early Purchase Program Loan and Seller has not completed and transmitted the Applicable Agency Schedule to the applicable Agency in accordance with Section 3(i) of the Agreement.

          “FHLMC Participation Certificate” shall mean a Participation Certificate that will be exchanged for a Security under the Freddie Mac Program.

          “FNMA Participation Certificate” shall mean a Participation Certificate that will be exchanged for a Security under the Fannie Mae Program.

          “GNMA I Participation Certificate” shall mean a Participation Certificate that will be exchanged for a Ginnie I Mortgage-Backed Security.

          “GNMA II Participation Certificate” shall mean a Participation Certificate that will be exchanged for a Ginnie II Mortgage-Backed Security.

          “LIBO Floor” shall mean [***].

          “MV Margin Percentage” shall mean with respect to each Asset, the percentage set forth in the “MV Margin Percentage” column of Exhibit A hereto.

          “Par Margin Percentage” shall mean 100%.

          “Pricing Rate” shall, as of any date of determination, be equal to the sum of (i) the greater of (1) the one-month LIBO Rate as of such date of determination and (b) the LIBO Floor plus (ii) the Applicable Margin. The Pricing Rate is calculated on the basis of a 360-day year and the actual number of days elapsed between the Purchase Date and the Repurchase Date.

          “Purchase Price” shall mean the price at which Purchased Assets are transferred by Seller to Buyer in a Transaction, which shall be equal to the lesser of (i) the outstanding principal amount of the related Purchased Assets and (ii) the product of the Applicable Percentage multiplied by the Market Value of the related Purchased Assets.

          “Ramp-up Period” shall mean the first five (5) Business Days and the last five (5) Business Days of each calendar month.

          “Seasoned Agency Eligible Loan” shall mean an Agency Eligible Loan that has been subject to Transactions for between sixty-one (61) days and ninety (90) days (inclusive).

          Section 2. Amendment and Restatement

          The terms and provisions of the Existing Side Letter are hereby amended and restated in their entirety by the terms and provisions of this Pricing Side Letter. This Pricing Side Letter is not intended to, and shall not, effect a novation of any of the obligations of the parties to the Existing Side Letter, but merely an amendment and restatement of the terms governing such obligations.

          Section 3. Fees and Expenses.

          Seller shall be responsible for any and all legal fees and expenses, due diligence and other out-of-pocket expenses incurred by Buyer or its agents in connection with preparation, review,

^*** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission.

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negotiation, setting up, administering or amending of this Pricing Side Letter, the Agreement, the other Program Documents and the transactions contemplated thereby.

          Section 4. Counterparts.

          This side letter may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. The parties agree that this side letter, any documents to be delivered pursuant to this side letter and any notices hereunder may be transmitted between them by email and/or facsimile. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized on the date first above written.

NATIONSTAR MORTGAGE LLC, as Seller
By:	/s/ Gregory Oniu
	Name:	Gregory Oniu
	Title:	Senior Vice President
THE ROYAL BANK OF SCOTLAND PLC (as assignee of RBS FINANCIAL PRODUCTS, INC.), as Buyer and Agent, as applicable BY: RBS Securities, Inc., its agent
By:	/s/ Regina Abayev
	Name:	Regina Abayev
	Title:	VP

EXHIBIT A

	Days Such Assets are
	Subject to Transactions
	(whether or not	Applicable			Applicable		MV Margin
Asset Type	consecutive)	Sublimit			Percentage		Percentage
Non-Conforming Loans that are Dry Loans	45 or fewer days	(i) $10,000,000 minus (ii) the aggregate Purchase Price of all Non-Conforming Loans that are Dry Loans subject to Transactions (whether or not consecutive) for between 46 days and 60 days (inclusive)				[***]		[***]
	between 46 days and 60 days (inclusive)	(i) $10,000,000 minus (ii) the aggregate Purchase Price of all Non-Conforming Loans that are Dry Loans subject to Transactions (whether or not consecutive) for 45 or fewer days				[***]		[***]
	more than 60 days		0	%		[***]		[***]
Agency Eligible Loans that are Dry Loans or Securities	45 or fewer days		100	%		[***]		[***]
	between 46 days and 60 days (inclusive)		100	%		[***]		[***]
	between 61 days and 90 days (inclusive)	2% of aggregate outstanding Purchase Price				[***]		[***]
	more than 90 days		0	%		[***]		[***]
Wet Loans	12 or fewer Business Days	30% of Maximum Aggregate Purchase Price (other than during Ramp Up Period)				[***]		[***]

^*** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission.

	Days Such Assets are
	Subject to Transactions
	(whether or not	Applicable			Applicable		MV Margin
Asset Type	consecutive)	Sublimit			Percentage		Percentage
		40% of aggregate outstanding Purchase Price (during Ramp Up Period)
	more than 12 Business Days		0	%		[***]		[***]
FNMA and GNMA I Participation Certificates	3 or fewer Business Days		100	%		[***]		[***]
	between 4 and 6 Business Days (inclusive)		100	%		[***]		[***]
	more than 6 Business Days		0	%		[***]		[***]
GNMA II Participation Certificates	4 or fewer Business Days		100	%		[***]		[***]
	between 5 and 6 Business Days (inclusive)		100	%		[***]		[***]
	more 6 Business Days		0	%		[***]		[***]
FHLMC Participation Certificates	5 or fewer Business Days		100	%		[***]		[***]
	6 Business Days		100	%		[***]		[***]
	more than 6 Business Days		0	%		[***]		[***]

^*** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission.

EX-10.3

Exhibit 10.3

CONFIDENTIAL TREATMENT REQUESTED

SUBSERVICING AGREEMENT

between

Fannie Mae

and

Nationstar Mortgage LLC

Effective as of October 29, 2010

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS		1
Section 1.1 Definitions		1
Section 1.2 Servicing Agreement		1
ARTICLE II SERVICING		1
Section 2.1 Ownership of Servicing Rights		1
Section 2.2 Appointment as Subservicer; Modification of Asset List		2
Section 2.3 Cooperation and Coordination with Other Parties		2
Section 2.4 Litigation		2
Section 2.5 Customer Complaints		3
Section 2.6 Bank and Document Custodian Expenses		3
Section 2.7 Certification		4
Section 2.8 Tax Contracts		4
Section 2.9 Flood Contracts		4
Section 2.10 Foreclosure Assistance		4
Section 2.11 Ownership of Books and Records		4
Section 2.12 Document Custodian and Custody Documents		4
Section 2.13 Advances		5
Section 2.14 Loan Performance Advisor		8
Section 2.15 Power of Attorney		8
ARTICLE III COMPENSATION; AMOUNTS DUE SUBSERVICER AND FANNIE MAE		8
Section 3.1 Subservicing Fees		8
Section 3.2 Other Payments to Subservicer		9
Section 3.3 Payments		9
ARTICLE IV TRANSITIONAL RESPONSIBILITIES OF SUBSERVICER		10
Section 4.1 Possession of Servicing Files and Records		10
Section 4.2 Custodial Accounts		10
Section 4.3 Subservicer’s Review of Certain Items		10
Section 4.4 Mortgagor Notices		12
Section 4.5 Third-Party Notices		12
Section 4.6 Assignments		12
Section 4.7 MERS		13
Section 4.8 Forced Place Insurance		13
Section 4.9 Transfer-Related Costs and Expenses		13
ARTICLE V REPRESENTATIONS AND WARRANTIES		14
Section 5.1 Representations and Warranties of Subservicer		14
ARTICLE VI COVENANTS		16
Section 6.1 Subservicer’s General Covenants		16
Section 6.2 Location of Subservicing		17
Section 6.3 Pilot Programs		17
ARTICLE VII CONFIDENTIALITY AND PROTECTION OF RECORDS		18
Section 7.1 Confidential Information		18
Section 7.2 Risk Review Process; Information Security		19
Section 7.3 Privacy		20
Section 7.4 Duties and Responsibilities in the Case of a Breach		21
ARTICLE VIII AUDITS AND RECORDS		22
Section 8.1 Audit Rights		22
Section 8.2 Audit Follow-up		23
Section 8.3 Records		23
Section 8.4 Subservicer Audits		23
Section 8.5 Reports Concerning Governmental Reviews		24
Section 8.6 Further Agreements		24

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	Page
ARTICLE IX DEFAULT AND INDEMNIFICATION		24
Section 9.1 Event of Default		24
Section 9.2 Indemnification		25
ARTICLE X TERM AND TERMINATION		28
Section 10.1 Term of the Agreement		28
Section 10.2 Termination For Convenience		28
Section 10.3 Termination For Default		28
Section 10.4 Termination For Regulatory Event		28
Section 10.5 Termination For Other Circumstances		28
Section 10.6 Other Termination Provisions		29
Section 10.7 Duties Upon Termination; Transfer of Books, Records and Accounts		29
Section 10.8 Extension of Expiration or Termination Date		29
ARTICLE XI MISCELLANEOUS PROVISIONS		30
Section 11.1 Supplementary Information		30
Section 11.2 Further Acts		30
Section 11.3 Survival		30
Section 11.4 Assignment		30
Section 11.5 Subcontracting		30
Section 11.6 Notices		31
Section 11.7 Entire Agreement		32
Section 11.8 Binding Effect; Third Parties		32
Section 11.9 Applicable Laws		32
Section 11.10 Counterparts		32
Section 11.11 Time of Essence		32
Section 11.12 No Remedy Exclusive		32
Section 11.13 Construction		32
Section 11.14 Attorneys’ Fees and Expenses		32
Section 11.15 Waiver		33
Section 11.16 Relationship of Parties		33
Section 11.17 Interpretive Principles		33

Exhibit A	Definitions
Exhibit B	Form of Subservicing Appendix
Exhibit C	Reports
Exhibit C-1	Data Dictionary
Exhibit D	Termination Fees
Exhibit E	Maximum Ancillary Fees

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SUBSERVICING AGREEMENT

     This SUBSERVICING AGREEMENT, effective as of the 29th day of October, 2010 (this “Agreement”), is hereby mutually agreed upon and entered into by and between Fannie Mae, a corporation organized and existing under the laws of the United States (“Fannie Mae”), and Nationstar Mortgage LLC, a Delaware limited liability company (“Subservicer”).

WITNESSETH:

     WHEREAS, Fannie Mae owns the Assets and is the Primary Servicer thereof;

     WHEREAS, prior to the Transfer Date, the Assets have been serviced by one or more third-party servicers (collectively or individually, as the context may require, “Prior Servicer(s)”); and

     WHEREAS, Fannie Mae desires to retain Subservicer to subservice the Assets on behalf of Fannie Mae from and after the Transfer Date, and Subservicer desires to assume such servicing responsibilities.

     NOW, THEREFORE, in consideration of the mutual premises, 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

          Section 1.1 Definitions.

     Capitalized terms used in this Agreement shall have the meanings specified in Exhibit A hereto. Capitalized terms not otherwise defined herein shall have the meanings specified in the Servicing Agreement.

          Section 1.2 Servicing Agreement.

     Subject to Section 2.1, Subservicer shall be deemed to be acting as, and shall have all the obligations of, a Servicer of the Assets under the Servicing Agreement, except as such obligations are further defined, modified or limited by the terms of this Agreement.

ARTICLE II
SERVICING

          Section 2.1 Ownership of Servicing Rights.

     Subservicer expressly acknowledges and agrees that Subservicer does not and shall not have any property interest in the Servicing Rights or the Assets, and shall not assert any such rights thereafter.

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          Section 2.2 Appointment as Subservicer; Modification of Asset List.

     (a) Fannie Mae hereby appoints Subservicer, and Subservicer hereby accepts such appointment, to perform all of the functions, responsibilities, activities, and tasks of a Servicer to service and administer the Assets for the benefit of Fannie Mae from and after the Transfer Date, in accordance with and subject to the terms of this Agreement and Applicable Requirements and any reasonable written directions from Fannie Mae pursuant to this Agreement. Subservicer shall perform its functions, responsibilities, activities, and tasks hereunder in its name, and not on a “private label” basis. Subservicer shall also implement and service designated Assets in accordance with the High Touch Servicing Protocols as defined in the SRA, unless otherwise directed by Fannie Mae in writing,

     (b) The Assets serviced and administered under this Agreement shall be set forth from time to time in one or more Subservicing Appendices execution by Subservicer and Fannie Mae prior to the Transfer Date, similar in form and substance to Exhibit B, Subservicing Appendix. In addition to the submission of all required reports to Fannie Mae in accordance with Applicable Requirements, and any other reports as required under this Agreement, Subservicer shall provide Fannie Mae and/or any service providers designated by Fannie Mae with the reports listed on Exhibit C. In addition, Subservicer shall prepare such additional reports reasonably requested by Fannie Mae in such form as may be mutually agreed to between the Parties.

          Section 2.3 Cooperation and Coordination with Other Parties.

     Subservicer shall provide Fannie Mae and its designated service providers with online access to view activity on Subservicer’s servicing system relating to the Assets and Servicing Rights. Subservicer will provide a reasonable number of Fannie Mae employees and contractors with such access, at no cost to Fannie Mae. Subservicer will cooperate and coordinate with Fannie Mae and any service providers selected by Fannie Mae and as reasonably required for Fannie Mae or any such service provider to perform services for which it is responsible.

          Section 2.4 Litigation.

     Except as otherwise provided in this Agreement, including as set forth in Section 9.2(c), Subservicer will be responsible for management and administration of all loan-level Actions relating to the Assets, including any litigation costs and expenses related thereto, as set forth in the Servicing Agreement, and Subservicer shall be entitled to be reimbursed for any such costs and expenses as provided in the Servicing Agreement. Notwithstanding the foregoing:

     (a) Subservicer shall consult with Fannie Mae regarding any Action in which Fannie Mae is named, including with respect to selection of counsel and strategies with respect to such Action, and shall not select any counsel or pursue any strategy objected to by Fannie Mae;

     (b) Subservicer shall not, without the prior written consent of Fannie Mae, settle or compromise any material claims specifically naming Fannie Mae arising out of or relating to any such Action;

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     (c) Fannie Mae may elect, by written notice to Subservicer, to assume control of any Action against Fannie Mae, provided that Fannie Mae shall be responsible for the costs and expenses thereof after such assumption, subject to Fannie Mae’s rights to indemnification as provide in this Agreement, the Servicing Agreement or any other agreement between the Parties; and

     (d) Subservicer shall cooperate in obtaining or making available information or documents respecting the Assets involved in any Action, as may be reasonably requested or required by Fannie Mae or its counsel.

          Section 2.5 Customer Complaints.

     (a) Subservicer will maintain an internal procedure to provide for the management of written complaints received by Subservicer directed to its legal department and/or Office of the President (or such other departments or offices of Subservicer that are designated to fill the roles thereof with respect to such complaints), as applicable. Subservicer will track written complaints with respect to the Mortgage Loans.

     (b) Subservicer shall provide Fannie Mae with written notice, within fifteen (15) Business Days of receipt, of any written complaint with respect to the Mortgage Loans, which could reasonably be expected to have a material adverse effect on Fannie Mae’s reputation or financial condition, assuming the allegations in such complaint were true. Subservicer will provide Fannie Mae, at Fannie Mae’s request, with a report of such written complaints by type. On a monthly basis, Subservicer will provide Fannie Mae with a record of all material written complaints, including a summary of the issue and resolution, together with the date received and resolved. Subservicer will provide Fannie Mae, at Fannie Mae’s reasonable request, with copies of such written complaints by or on behalf of Borrowers involving the Mortgage Loans, and final written responses to such written complaints, in a mutually agreed upon format.

     (c) Subservicer’s handling of complaints will be in compliance with Applicable Requirements.

          Section 2.6 Bank and Document Custodian Expenses.

     Subservicer shall be responsible for all bank charges, costs and expenses associated with the maintenance of the Custodial Accounts and Escrow Accounts during the term of this Agreement. Fannie Mae shall be responsible for all Document Custodian fees and service charges associated with the Mortgage Loans during the term of this Agreement as provided in Section 2.13. Fannie Mae shall cause the Document Custodian to deliver applicable invoices or bills for Document Custodian fees and service charges to Subservicer. Subservicer shall review such invoices or bills for accuracy, and initially pay the fees and charges when due, subject to reimbursement upon delivery of an invoice, as provided in Section 3.3.

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          Section 2.7 Certification.

     As directed by Fannie Mae, Subservicer shall cause the completion of “certification” and “recertification” of the Custody Documents pertaining to the Mortgage Loans in accordance with Applicable Requirements. Any costs and expenses incurred by Subservicer pursuant to this Section 2.8 shall be reimbursable to Subservicer upon delivery of an invoice, as provided in Section 3.3.

          Section 2.8 Tax Contracts.

     Subservicer shall arrange for all transferable tax monitoring contracts to be transferred from Prior Servicer to Subservicer. To the extent that fully paid and transferable, life of loan, tax contracts are not transferred to Subservicer for all Assets as of the Transfer Date, Subservicer shall, upon prior approval from Fannie Mae with regard to such expense and vendor, obtain and maintain such contracts at Fannie Mae’s expense for each Asset.

          Section 2.9 Flood Contracts.

     Subservicer shall arrange for all transferable flood monitoring contracts to be transferred from Prior Servicer to Subservicer. To the extent fully paid and transferable, life of loan, flood contracts are not transferred to Subservicer for all Assets as of the Transfer Date, Subservicer shall, upon prior approval from Fannie Mae with regard to such expense and vendor, obtain and maintain such contracts at Fannie Mae’s expense for each Asset.

          Section 2.10 Foreclosure Assistance.

     Subservicer shall cooperate with Fannie Mae during and after the term of this Agreement to minimize disruption of Foreclosures in process as a result of the transfer of the Servicing Rights and/or servicing responsibilities to Fannie Mae. Subservicer shall initiate Foreclosures in accordance with the Guide and in the name of Subservicer or its designee, and substitute Subservicer or its designee as the plaintiff in any Foreclosure to the extent not initiated in its name, unless otherwise directed by Fannie Mae in its sole discretion.

          Section 2.11 Ownership of Books and Records.

     Subject to Applicable Requirements, all books, records, documents, files, and other information and data in Subservicer’s possession pertaining to the Assets and Servicing Rights, including all documents, records and reports relating to any mortgage-backed security in which the Mortgage Loans are contained, are and shall at all times remain the property of Fannie Mae.

          Section 2.12 Document Custodian and Custody Documents.

     (a) Fannie Mae will cause the Document Custodian to recognize Subservicer as servicer of the Assets, request that the Document Custodian provide Subservicer with copies of all exception reports upon request, and deliver promptly all documents to Subservicer as are reasonably required by Subservicer to service the Assets. If any such documents are not available and are required to accurately service an Asset, Subservicer shall promptly notify Fannie Mae.

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     (b) Subservicer shall be responsible for all duties and obligations of Servicer in connection with the Document Custodian and Custody Documents, other than the obligation of Fannie Mae to pay fees and service charges of the Document Custodian, as provided in Section 2.7. Subservicer shall comply with Applicable Requirements and follow all required procedures of Document Custodian generally applicable to Servicers in requesting Custody Documents and otherwise with respect to Custody Documents.

     (c) Subservicer shall send requests for Custody Documents directly to the Document Custodian. Subservicer shall hold and maintain Custody Documents in its possession using the same care and diligence it would give such documents related to mortgage loans it owns for its own accounts, in trust for Fannie Mae and subject to Section 2.12.

     (d) Subservicer shall provide the Document Custodian with copies or originals of any confirmations, agreements, assignments, documents, opinions, instructions, and information relating to this Agreement or to the transactions and responsibilities contemplated hereby, as required by Applicable Requirements or as Fannie Mae or Document Custodian may from time to time reasonably request.

     (e) Subservicer shall monitor the performance of the Document Custodian with respect to timely delivery of Mortgage Files and other key performance indicators as Fannie Mae may specify, and promptly notify Fannie Mae upon discovery, or upon receipt of notice, of Document Custodian’s failure to comply with the Guide or any performance requirements generally applicable to document custodians.

     (f) If Fannie Mae decides to change the Document Custodian with respect to any Mortgage Loan, Subservicer shall reasonably cooperate with Fannie Mae and use its best efforts to comply with Fannie Mae’s instructions in connection therewith.

          Section 2.13 Advances

     Except as provided in subsections (a)-(g) of this Section 2.13, the obligations of Subservicer pursuant to this Agreement shall include the obligation to make Advances on each Mortgage Loan in the normal course of servicing and in accordance with the Servicing Agreement. Subservicer shall be entitled to reimbursement of such Advances and, notwithstanding anything to the contrary herein, pursue such reimbursements in accordance with the Servicing Agreement.

     (a) Principal and Interest. Notwithstanding any requirements of the Servicing Agreement to the contrary with respect to Advance requirements for “Scheduled/Actual” and “Scheduled/Scheduled” remittances of principal and interest, Subservicer (i) shall not be obligated to remit to Fannie Mae any amounts representing “scheduled” principal or interest payments that have not been collected by Subservicer, and (ii) shall be obligated to remit Standard Remittances at least two (2) Business Days prior to the applicable Draft Date by wire transfer to a separate Fannie Mae trust account, designated from time to time by Fannie Mae. Fannie Mae and Subservicer agree to negotiate in good faith and within 10 days of execution of this Agreement determine and document ongoing responsibility for the payment of amounts of interest required to be paid to Investor pursuant the Applicable Requirements due to shortfalls in

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interest collected as a result of prepayments in full and partial prepayments/curtailments of Mortgage Loans.

     In addition to any required reporting obligations in the Servicing Agreement applicable to remittance of principal and interest, Subservicer shall deliver to Fannie Mae or its designee reports or loan level listings, in a format acceptable to Fannie Mae, containing the data and within the time periods identified in Exhibit C-1 (“Data Dictionary”) to this Agreement (as such Exhibit may be modified by Fannie Mae in writing from time to time with notice to Subservicer).

     (b) Escrow/Corporate/Other. Not later than the fifth (5th) Business Day of each calendar month, Subservicer shall deliver to Fannie Mae or its designee reports or loan level listings of Eligible Corporate Advances, Eligible Escrow Advances, Guaranty Fee Advances, Excess Yield Advances, and LPMI Advances, in a format acceptable to Fannie Mae, containing (i) the data identified in Exhibit C-1 to this Agreement (as such Exhibit may be modified by Fannie Mae in writing from time to time with notice to Subservicer) and (ii) the applicable information and codes required by Fannie Mae Form 571 (Cash Disbursement Request). Upon receipt of such data and other information, Fannie Mae and/or its designee will reconcile the same within five (5) Business Days. If following any such reconciliation Fannie Mae determines that an amount is due and owing by Fannie Mae to Subservicer, within one (1) Business Day such amount shall be reimbursed to Subservicer by Fannie Mae, but in no event later than one (1) Business Day prior to the 18^th day of the month. If, following any such reconciliation, or at any time, Fannie Mae determines that an amount is due and owing by Subservicer to Fannie Mae, such amount shall be reimbursed to Fannie Mae by Subservicer not later than three (3) Business Days after notification. Subservicer shall deposit such amounts into an “Advance Recovery” or such other account as Fannie Mae may establish and designate from time to time. For any amounts which cannot be reconciled, Fannie Mae will reimburse Subservicer in the next reporting cycle following receipt from Subservicer of data or information necessary to reconcile such amounts.

Subservicer shall also deliver to Fannie Mae or its designee the following information within ten (10) days of the date of any reimbursement by Fannie Mae pursuant to this subsection, (i) electronic and hard copies of T&I Custodial Account Analysis (Form 496a) as provided in the Guide, and (ii) a report from the entity providing tax monitoring services with penalty and interest information applicable to the Mortgage Loans. Subservicer shall also provide reconciliations and supporting documentation (including sample invoices upon request) of general ledger receivables applicable to Eligible Corporate Advances within forty five (45) days of the end of each calendar quarter.

     (c) Reimbursement. If Subservicer collects or receives funds attributable to Advances for which Subservicer has been reimbursed by Fannie Mae, Subservicer shall within two (2) Business Days of receipt of such funds deposit all such amounts into an “Advance Recovery” or such other account as Fannie Mae may establish and designate from time to time. Not later than two (2) Business Days of the deposit of such funds, Subservicer shall generate and deliver to Fannie Mae or its designee a record or report, in a format acceptable to Fannie Mae, (the “Recoveries File”) itemizing all such amounts deposited into this “Advance Recovery” account including the applicable information and codes required by Fannie Mae Form 571 (the “Cash Disbursement Request”). Subservicer shall not have any right of offset or netting

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regarding such amounts. Claim payments will be remitted via ACH to the Fannie Mae “Advance Recovery” account.

     (d) Additional Information. Notwithstanding the requirements for reimbursement of Advances made by Subservicer as provided above, if Fannie Mae or its designee subsequently requires electronic data, or other information or documentation not previously provided by Subservicer, including invoices, to establish that Advances made by Subservicer are eligible for collection pursuant to Applicable Requirements or to obtain reimbursement of such Advances from a third party, Subservicer shall provide such materials within ten (10) Business Days of Fannie Mae’s request, and Subservicer shall reimburse Fannie Mae for any such Advances made by Subservicer that Fannie Mae or its designee is unable to collect due to a failure of Subservicer to provide such data, information or documentation.

     (e) Prior Servicer. Notwithstanding the Applicable Requirements or any provision of this Agreement to the contrary, Subservicer shall have no responsibility to advance any amounts that were advanced by Prior Servicer as of the Transfer Date in connection with an Asset and in accordance with Applicable Requirements, including, without limitation, principal, interest, taxes, ground rents, assessments, insurance premiums and other costs, fees and expenses. Fannie Mae shall be responsible for making any such advances based upon a detailed report in a form reasonably acceptable to Fannie Mae, and upon request loan boarding information. Subservicer shall be responsible for reconciliation of all Advances with the Prior Servicer as provided in Section 4.3(c).

     (f) Form 571. Notwithstanding as otherwise provided by Applicable Requirements and the Fannie Mae Form 571 Reference Guide, Subservicer shall submit to Fannie Mae a Form 571 when a Mortgage Loan has been liquidated and again, if applicable, upon disposition of an REO Property. All Form 571 claims must be submitted to Fannie Mae within thirty (30) days of the Mortgage Loan liquidation and/or REO Property sale date and must use Subservicer’s Fannie Mae seller/servicer number associated with the applicable Asset. Supplemental Form 571 claims may be filed for a period of ninety (90) days of the applicable liquidation or disposition date on any claim which has been rejected or curtailed by Fannie Mae. Notwithstanding the foregoing, in the event there is good faith dispute with regard to any Form 571 claim, the parties will work together to resolve the dispute. Subservicer will post Form 571 claim payments to its system as non-cash transactions and provide the itemized detail in the Data Dictionary. Advances for which Fannie Mae has reimbursed Subservicer will be re-paid to Fannie Mae by Subservicer within ninety (90) days of the liquidation or disposition date, as applicable. Advances on curtailed Form 571 claims for which Fannie Mae has reimbursed Subservicer will be re-paid by Subservicer to Fannie Mae within ninety (90) days of notice of curtailment, unless otherwise agreed to by Fannie Mae. Advances on rejected Form 571 claims for which Fannie Mae has reimbursed Subservicer will be re-paid by Subservicer to Fannie Mae within ninety (90) days of notice of rejection. The failure by Subservicer to use proper Form 571 codes shall be cause for rejection of the applicable claim.

     (g) Excess Servicing. Subservicer understands that certain of the Mortgage loans may constitute SMBS Mortgage Loans as defined herein. Subservicer will deposit as soon as practicable, but not later than the second Business Day after receipt by the Subservicer, that portion of each borrower’s monthly payment on the SMBS Mortgage Loans that represents

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Excess Yield in a custodial account to be established for the benefit of certificateholders in compliance with the requirements set forth in Fannie Mae Forms 1013 and 1072 or as otherwise directed by Fannie Mae (the “Excess Yield Custodial Account”). At least one (1) day prior to drafting (a “Fee Drafting Date”) any Excess Yield from the Excess Yield Custodial Account, Fannie Mae will notify Subservicer of the monthly aggregate Excess Yield amount (the “Excess Yield Remittance Amount”) which will be drafted from the Excess Yield Custodial Account, and Subservicer has the obligation to make advances to ensure that the Excess Yield Custodial Account contains the Excess Yield Remittance Amount, even if such amounts have not been actually collected by Subservicer. The reported Excess Yield Remittance Amount will be calculated on a 30/360 basis and will equal 30 days’ interest at the applicable Excess Yield rate on the scheduled principal balance of each SMBS Mortgage Loan after giving effect to (i) scheduled principal payments due on such SMBS Mortgage Loan during the one-month due period ending on the first day of the calendar month immediately preceding the month in which the Fee Drafting Date occurs and (ii) any unscheduled principal payments collected on such SMBS Mortgage Loan during or prior to the calendar month second preceding the month in which the Fee Drafting Date occurs. In addition, if a principal prepayment in full of a SMBS Mortgage Loan that is received on the first day of a calendar month is treated by Fannie Mae for MBS purposes as if received on the last day of the preceding month, it will be treated in the same fashion for purposes of the preceding sentence. As provided in Section 2.13 (b), Subservicer shall be entitled to reimbursement of all Excess Yield deposits made pursuant to this subsection which have not been actually collected by Subservicer. In addition, Subservicer agrees to produce such other reports and perform such functions as may be required to allow Purchaser and Subservicer to service such SMBS Mortgage Loans in compliance with the documents governing such SMBS Mortgage Loans.

          Section 2.14 Loan Performance Advisor

     Subservicer shall cooperate with Fannie Mae’s loan performance advisor or other third-party surveillance consultant, if any. As applicable, immediately following the Transfer Date, Subservicer shall provide such advisor or consultant with the final transfer tape, including all information necessary to interpret or define the transfer tape data provided, as received from the Prior Servicer.

          Section 2.15 Power of Attorney

     Fannie Mae may elect to furnish Subservicer with such powers of attorney as are necessary or appropriate and with such other documents as are necessary or appropriate to enable Subservicer to carry out its servicing and administrative duties under this Agreement.

ARTICLE III
COMPENSATION; AMOUNTS DUE SUBSERVICER AND FANNIE MAE

          Section 3.1 Subservicing Fees.

     As compensation for its services hereunder, Subservicer shall be paid the fees set forth and as calculated on the applicable Subservicing Appendix. The Subservicing Fees shall be

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payable to Subservicer in accordance with Section 3.3. Subservicer shall not pledge, assign, transfer, or encumber its rights to any interest in the Subservicing Fees.

          Section 3.2 Other Payments to Subservicer.

     (a) Subservicer may assess, collect and retain Ancillary Fees that comply with Applicable Requirements and are otherwise acceptable to Fannie Mae. Attached hereto as Exhibit E is a list of the maximum amount, if any, Subservicer may assess with respect to any Ancillary Fees. Fannie Mae, upon written request, will consider in good faith any changes to Exhibit E proposed by Subservicer.

     (b) In addition to Subservicing Fees set forth on the applicable Subservicing Appendix, Subservicer will be eligible to receive from Fannie Mae any other incentives paid to servicers for Mortgage Loan workouts as provided in the Guide for work that is performed by the Subservicer or its agents. These servicing incentives and the process by which such incentives are paid are published in the Guide and amended from time to time in Lender Announcements or Lender Letters, but may be subject to reduction by Fannie Mae following procedures customarily used by Fannie Mae in connection with its purchase of Servicing Rights from servicers and placement of servicing with subservicers, to reasonable allocate such amounts to a Prior Servicer based on its activities prior to the subservicing Transfer Date;

     (c) Subservicer shall be entitled to retain all Float Benefit, subject to Subservicer’s obligation to pay interest on Escrow Funds to the extent interest with respect thereto is required to be paid under the Applicable Requirements for the benefit of Borrowers under the Mortgage Loans.

          Section 3.3 Payments.

     (a) Unless otherwise agreed in writing, Fannie Mae shall pay the Subservicing Fees to Subservicer within thirty five (35) days following receipt of an invoice therefor, accompanied by a report detailing the calculation of the Subservicing Fees, in a form mutually agreed to by the Parties, on or before the seventh (7th) Business Day of each month, for the current calendar month for which such fees are being earned, and Subservicer shall not have any right of offset or netting regarding such amounts.

     (b) Subservicer may retain or withdraw from the Custodial Accounts or Escrow Accounts, as applicable, Float Benefit and Ancillary Fees as permitted for a servicer pursuant to Applicable Requirements, and with respect to the Float Benefit related to the Escrow Account, subject to Subservicer’s obligation to pay interest on escrowed funds to the extent interest with respect thereto is required to be paid under the Applicable Requirements for the benefit of Borrowers under the Mortgage Loans.

     (c) At Fannie Mae’s discretion, either (i) Fannie Mae will withdraw the Servicing Fees from the Custodian Account via ACH or (ii) Subservicer shall withdraw the Servicing Fees from the Custodial Account and remit them to Fannie Mae by wire transfer of immediately available funds. Subservicer shall deliver a report detailing the calculation of the Servicing Fees, on or before the seventh (7th) Business Day of each month, for the preceding calendar month, and Subservicer shall not have any right of offset or netting regarding such amounts.

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     (d) Unless otherwise agreed in writing, Fannie Mae shall pay certain expenses and other amounts advanced by Subservicer which are subject to reimbursement pursuant to this Agreement within thirty five (35) days following receipt of an invoice therefor, accompanied by a report detailing the amounts due, in a form mutually agreed to by the Parties, on or before the seventh (7th) Business Day of each month, for the preceding calendar month, and Subservicer shall not have any right of offset or netting regarding such amounts.

ARTICLE IV
TRANSITIONAL RESPONSIBILITIES OF SUBSERVICER

          Section 4.1 Possession of Servicing Files and Records.

     In coordination with Fannie Mae, Subservicer shall take possession of all Servicing Files and loan records for all Assets to enable Subservicer to service the Assets on behalf of Fannie Mae in compliance with the Servicing Agreement.

          Section 4.2 Custodial Accounts.

     Prior to the Transfer Date, Subservicer shall establish new Custodial Accounts and Escrow Accounts in accordance with Applicable Requirements and as required by Fannie Mae. Subservicer shall execute new 1013, 1014 and 1072 forms, reflecting its role as subservicer. Subservicer shall use its best efforts to obtain from the Prior Servicer all funds that were held by the Prior Servicer in existing P&I and T&I custodial accounts, as well as all interest due to the Borrowers on such accounts from the Prior Servicer through the Transfer Date, and deposit such funds into the appropriate newly established custodial accounts. Subservicer will advise Fannie Mae if the Prior Servicer does not send the funds from the existing Custodial Accounts and Escrow Accounts within three (3) Business Days following the Transfer Date. Subservicer shall reconcile such accounts in accordance with Section 4.3(d) (iii).

          Section 4.3 Subservicer’s Review of Certain Items.

     (a) On or prior to the Transfer Date and at its own cost, Subservicer shall, in accordance with Subservicer’s policies and procedures as supplemented by direction from Fannie Mae, conduct a pre-boarding review based on the Pre-Boarding File (a “Pre-Boarding Review”). Also, Fannie Mae shall cause the Prior Servicer to transfer to Subservicer the Servicing Files and/or servicing records necessary with respect to each of the Assets.

     (b) Subservicer shall assist Fannie Mae with any specific pre-transfer or post-transfer due diligence on the Assets including a review and report of information needed by Fannie Mae, which information may include a review to confirm Subservicer’s receipt of (x) loan data tapes sufficient to allow Subservicer to service such Mortgage Loans pursuant to the Applicable Requirements, Escrow Funds and Custodial Funds; (y) the trailing Custody Documents, Mortgages, Assignments of Mortgage (if applicable), final title policies, and completion of designated changes in the eNote registry; and (z) all electronic and paper records containing (i) data customarily required by mortgage servicers that is reasonably available to Subservicer, (ii) accounting books and records related to the Assets, including invoices to support all Advances,

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and (iii) workout files, Servicing Files, bankruptcy and foreclosure documentation and collection notes;

     (c) Within eight (8) Business Days from receipt of the information contained in the Transfer Instructions necessary to accomplish the following, the Subservicer, by working closely with the Prior Servicer will reconcile with the Prior Servicer and then will report to Fannie Mae all items necessary to (i) bring all Custodial Accounts into full compliance with the Guide, (ii) pay to the Prior Servicer for all recoverable legacy Advances, and (iii) determine the amount Fannie Mae will fund the Prior Servicer for the remittance due for month following the Transfer Date. Subservicer shall provide Fannie Mae with a detailed reconciliation of all Advance balances as of the Transfer Date in a format reasonably acceptable to Fannie Mae.

     (d) Within twenty (20) days from receipt or such earlier time as Fannie Mae may request, Subservicer shall conduct a review to (i) ensure that a Servicing File exists on every Asset; (ii) confirm its receipt of all items scheduled to be delivered pursuant to the Transfer Instructions including but not limited to, all of the hard copies or images of the Custody Documents that were in Seller’s possession, loan data tapes, Escrow Funds, and Custodial Funds; and (iii) confirm its receipt of substantially all electronic and paper files containing (A) other data customarily required by Subservicer, (B) accounting books and records related to the Mortgage Loans, and (C) workout files, Servicing Files, bankruptcy and other Foreclosure documentation, and collection notes.

     (e) Except as otherwise specified below or otherwise agreed in writing, within sixty (60) days of the Transfer Date, Subservicer shall exercise reasonable diligence to:

     (i) Subservicer shall (i) review the Pre-Boarding File and identify any inaccurate, incomplete, or missing data, information, or documents; (ii) review no less than a one percent (1.0%) sample of the Servicing Files to ensure that each such Servicing File contains industry standard information and related documents (i.e., loan histories, collection notes, origination documents, and the like) and (ii) notify Fannie Mae and Prior Servicer promptly, in writing, of any information or documents that Subservicer did not receive or which were inaccurate or incomplete Servicing Files, or missing documents or data from such Servicing Files or Pre-Boarding Files.

     (ii) Subservicer and Prior Servicer shall discuss the location of the Custody Documents. Subservicer shall note whether Custody Documents are (i) missing, (ii) present and an original documents, and (iii) present and copies Custody Documents. If requested, Subservicer shall provide Fannie Mae with an estimate of cost to obtain, on a project basis, any missing information or documents. Subject to Fannie Mae’s prior written approval, Subservicer shall be permitted to hire a third-party vendor at Fannie Mae’s expense to perform the duties and fulfill the obligations described in this subsection. Fannie Mae may, in its discretion, authorize or waive the project or any portion thereof, or instruct Subservicer to obtain the missing required document only when it is deemed necessary to perform a servicing function. Subservicer will cooperate with Fannie Mae regarding its need to know about any documentation or information contained in the Servicing Files including copies of Custody Documents;

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     (iii) as required by Applicable Requirements, perform an escrow analysis on each Mortgage Loan for which escrow deposits are required and adjust such escrow deposits as required by such analysis in accordance with Applicable Requirements;

     (iv) receive additional documents and information from the Prior Servicer based on exceptions reported to Fannie Mae by Subservicer or the Document Custodian. Upon Subservicer’s receipt of those items, Subservicer shall use its best efforts to validate the soundness and accuracy of such items and, if necessary, send further instructions to the Prior Servicer and inform Fannie Mae of such continued exceptions. Subservicer shall report the resolution of any outstanding exceptions to Fannie Mae. Subservicer shall expeditiously review, copy, and then send to the Document Custodian, any Custody Documents delivered to it post transfer that needs to be retained in its original form.

     (f) If and to the extent that Subservicer actually knows or, at any time hereafter, discovers or determines that any past practices of a Prior Servicer are or were, or result in Subservicer being, not in compliance with the Applicable Requirements, Subservicer will, as promptly as practicable under the circumstances, provide written notice to Fannie Mae of such noncompliance and take appropriate corrective action intended to eliminate or minimize the risk of such noncompliance. Fannie Mae will reimburse Subservicer for out-of-pocket costs necessary for such corrective action. Subservicer shall work with the Prior Servicer to resolve those material issues.

          Section 4.4 Mortgagor Notices.

     Subservicer shall notify Borrowers of the transfer of servicing from the Prior Servicer to Subservicer, which notice shall meet the notice and timing requirements for transfers of servicing imposed by the Real Estate Settlement and Procedures Act (“RESPA”), 12 U.S.C.A. § 2605, as amended, and all regulations promulgated thereunder. The transfer of servicing shall also comply with Applicable Requirements.

          Section 4.5 Third-Party Notices.

     Fannie Mae and Subservicer acknowledge that it is the duty of the Prior Servicer to notify the third parties listed in Part I, Section 205.05 of the Guide of the transfer of servicing of the Mortgage Loans. Subservicer shall monitor Prior Servicer’s compliance with this duty and, to the extent Subservicer learns that Prior Servicer has failed to deliver such notices, Subservicer shall, as soon as practicably possible, notify Fannie Mae of such failure and provide any such third-party notices at Fannie Mae’s expense.

          Section 4.6 Assignments.

     Upon the request of Fannie Mae, Subservicer shall promptly prepare and deliver to the appropriate assignor, for execution, recordable assignments to MERS. If there are intervening assignments between the originating lender and the Prior Servicer that have not been recorded, upon the request of Fannie Mae Subservicer will exercise diligence in an attempt to obtain and record all such intervening assignments from the appropriate assignor. Subservicer must record

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executed assignments within 30 days of receipt. Fannie Mae will be responsible for all reasonable out of pocket costs and expenses associated with obtaining such assignments.

          Section 4.7 MERS.

     Upon request of Fannie Mae, for each Mortgage Loan registered with MERS, Subservicer shall work with Prior Subservicer to notify MERS of Subservicer’s status as subservicer and Fannie Mae’s status as Servicer and otherwise comply with all requirements of MERS to be properly identified as the subservicer of each Mortgage Loan at Fannie Mae’s expense.

          Section 4.8 Forced Place Insurance.

     Subservicer shall maintain hazard insurance for each Mortgage Property. On the Transfer Date, if Subservicer cannot determine whether hazard insurance is in place with respect to a Mortgage Property, Subservicer shall secure lender-placed hazard insurance for the benefit of the Borrower and Fannie Mae, until such time as Subservicer confirms that permanent hazard insurance is in place for each such Mortgage Property.

          Section 4.9 Transfer-Related Costs and Expenses.

     Fannie Mae shall reimburse Subservicer for reasonable, necessary and agreed upon costs, on a prior approval basis, in connection with the initial set up and transfer of the Assets to Subservicer’s servicing systems. Such costs and expenses include but are not limited to:

     (a) Advances paid to the Prior Servicer to reimburse the Prior Servicer for amounts outstanding as of the Transfer Date.

     (b) Recording fees relating to the recordation of assignments, including intervening assignments as needed.

     (c) Fees assessed by MERS for the registration or transfer of any Mortgage Loans which are on MERS system, including any transfer-related MERS fees if not completed by the Prior Servicer.

     (d) Any extraordinary expenses reasonably and necessarily incurred in the fulfillment of this Agreement, provided that Subservicer obtains Fannie Mae’s written approval before incurring such expenses.

          Section 4.10 Transfer Instructions.

     In connection with the transfer of the Servicing functions from Prior Servicer to Subservicer pursuant to this Agreement, Subservicer shall provide reasonable servicing transfer instructions to Prior Servicer, take all steps necessary and appropriate to effectuate and evidence the transfer of the servicing for the related Assets, and generally cooperate with Prior Servicer in connection with such transfer. Subservicer shall timely notify Fannie Mae of any issues or concerns in working directly with the Prior Servicer.

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          Section 4.11 Private Mortgage Insurance.

     Subservicer shall provide each private mortgage Insurer, for which Subservicer is notified that private mortgage insurance exists with respect to any loan, with the following notice promptly after the Transfer Date, unless otherwise handled by the Prior Servicer, noting the transfer to Subservicer: “Please be advised that the servicing for the loans insured by <insert name of insurer> and listed on attached Exhibit A has been transferred. Notwithstanding such transfer, <insert name of Subservicer> will be responsible for performing the servicing functions for these loans, including all remittances and communications required to be provided to you, and all communications regarding the loans and related insurance should be directed to <insert name of Subservicer>. Please amend your records to reflect that Fannie Mae, as the owner of these loans, is the Insured under the Policy.”

ARTICLE V
REPRESENTATIONS AND WARRANTIES

          Section 5.1 Representations and Warranties of Subservicer.

     Subservicer hereby makes the following representations and warranties as of the date of this Agreement:

     (a) Due Organization and Good Standing. Subservicer is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Subservicer meets all of the eligibility requirements under the Servicing Agreement and is a Fannie Mae-approved “Seller/Servicer;”

     (b) Authority and Capacity. Subservicer has all requisite organizational power, authority and capacity to carry on its business as it is now being conducted, to execute and deliver this Agreement, and to perform all of its obligations hereunder. Subservicer does not believe, nor does it have any cause or reason to believe, that it cannot perform each and every covenant contained in this Agreement;

     (c) Effective Agreement. The execution, delivery and performance of this Agreement by Subservicer and consummation of the transactions contemplated hereunder have been or will be duly and validly authorized by all necessary organizational or other action; this Agreement is a valid and legally binding agreement of Subservicer enforceable against Subservicer in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting generally the enforcement of creditors’ rights and the discretion of a court to grant specific performance;

     (d) No Conflict. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance with its terms and conditions, shall (a) violate, conflict with, result in the breach of, constitute a default under, be prohibited by, or require any additional approval under any of the terms, conditions or provisions of the articles of incorporation, by-laws or other organizational documents of Subservicer, as

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applicable, or of any mortgage, indenture, deed of trust, loan or credit agreement or other agreement or instrument to which Subservicer is a party or by which Subservicer is bound, or of any law, ordinance, rule or regulation of any governmental authority applicable to Subservicer, or of any order, judgment or decree of any court or governmental authority applicable to Subservicer, or (b) result in the creation or imposition of any lien, charge or encumbrance of any nature upon the Servicing Rights or the properties or assets of Subservicer;

     (e) Consents, Approvals and Compliance. Subservicer has in full force and effect (without notice of possible suspension, revocation or impairment) all licenses, approvals, permits, and other authorizations required under Applicable Requirements to service the Assets. Any requisite consents or approvals of other Persons to the execution and delivery of this Agreement, or the performance of the transactions contemplated hereby by Subservicer, have been or will be obtained prior to the Transfer Date or such other earlier or later date as expressly provided herein. Subservicer is approved and in good standing with Fannie Mae and each applicable Insurer. Subservicer has complied with, and is not in default under, any law, ordinance, requirement, regulation, rule, or order applicable to its business or properties, the violation of which might materially and adversely affect the operations or financial condition of Subservicer or its ability to perform its obligations hereunder;

     (f) Ordinary Course of Business. The transactions contemplated by this Agreement are in the ordinary course of business of Subservicer.

     (g) Litigation. There is no Action existing or pending, or to the best of Subservicer’s knowledge, threatened, or any order, injunction or decree outstanding, against or relating to Subservicer that could have a material adverse effect upon: (i) the Servicing Rights or Assets to be subserviced by Subservicer hereunder; (ii) the performance by Subservicer of its obligations under the Servicing Agreement; or (iii) the performance by Subservicer of its obligations under this Agreement.

     (h) Authority of Subservicer. Subservicer’s execution (and the delivery) of this Agreement has been (i) specifically approved by the Board of Directors of Subservicer, and such approval is reflected in the minutes of the meetings of such Board of Directors, or (ii) approved by an officer of Subservicer, who was duly authorized by the Board of Directors to enter into such types of transactions and such authorization is reflected in the minutes of the meetings of the Board of Directors. This Agreement constitutes a “written agreement” of Subservicer, and Subservicer shall continuously maintain such “written agreement” as an official record of Subservicer (or any successor thereto).

     (i) Insurance. Subservicer has in full force and effect all insurance required of a servicer pursuant to Applicable Requirements, and as necessary to perform its obligations hereunder and in accordance with Applicable Requirements.

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ARTICLE VI
COVENANTS

          Section 6.1 Subservicer’s General Covenants.

     (a) Compliance with Applicable Requirements. Subservicer shall comply with all terms, covenants and obligations and satisfy all eligibility criteria applicable to a Fannie Mae-approved Seller/Servicer pursuant to the Servicing Agreement and Applicable Requirements. Subservicer shall at all times conduct its general business and servicing activities in accordance with Applicable Requirements.

     (b) Notification of Certain Events. Subservicer shall promptly notify Fannie Mae by sending an e-mail to [specialservicernonroutine_litigation@fanniemae.com] or by such other means as may be reasonably requested by Fannie Mae, but no less than within ten (10) days of its receipt or knowledge thereof, provided that if it is necessary to answer or respond to any event or matter or take any other action within a shorter timeframe in order to properly defend the claim or Action or reduce the amount or likelihood of Losses Subservicer shall provide earlier notice thereof, of any (i) notice Subservicer receives by or on behalf of any Borrower of a possible lawsuit or actual lawsuit directly or indirectly related to the Assets or Servicing Rights; (ii) denial of any insurance claim involving the Assets or Servicing Rights; (iii) deficiency in the prior origination or servicing of the Mortgage Loans discovered by Subservicer, including, but not limited to, violations of Applicable Requirements; (iv) other action, event or condition of any nature that may lead to or result in a material adverse effect upon the Assets or Servicing Rights, or the performance by Subservicer of any of its obligations under this Agreement; and (v) other action, event or condition of any nature that requires notice to Fannie Mae according to the Applicable Requirements.

     (c) Compliance Certificates. Subservicer shall deliver to Fannie Mae, on or before March 31 of each calendar year, beginning March 31, 2011, an officer’s certificate stating that:

     (i) a review of Subservicer’s activities during the preceding calendar year and of Subservicer’s performance under this Agreement has been made under such officer’s supervision; and

     (ii) to the best of such officer’s knowledge, based upon such review, Subservicer has fulfilled all its obligations under this Agreement throughout such calendar year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof and the action Subservicer has taken and/or will take to cure such default.

     (d) Accountant’s Attestation. On or before March 31 of each year, beginning March 32, 2011, Subservicer at its expense shall cause a nationally recognized independent public accounting firm to furnish a statement to Fannie Mae to the effect that such firm has, with respect to Subservicer’s overall servicing operations, performed applicable tests in accordance with the Uniform Single Audit Program for Mortgage Bankers, and stating such firm’s conclusions relating thereto.

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     (e) Payment of Indebtedness. Subservicer shall pay and discharge all of Subservicer’s debts and obligations timely and in accordance with their respective terms, unless the payment or discharge thereof is disputed in good faith by Subservicer.

     (f) Notice of Breach. Subservicer shall immediately notify Fannie Mae of any material failure or, to the best of Subservicer’s knowledge, any anticipated material failure on its part to observe and perform any representation, warranty, covenant or agreement required to be observed or performed by it hereunder.

     (g) Cooperation. Recognizing that Fannie Mae is the owner of the Servicing Rights and Fannie Mae is the owner of the Assets, and subject to the other obligations of Fannie Mae hereunder and under the Servicing Agreement, Subservicer will during the term of this Agreement cooperate fully with the employees, agents and representatives of Fannie Mae and ensure that Subservicer’s employees, agents and representatives also cooperate with such persons.

     (h) Disaster Recovery. Subservicer shall provide business continuity, disaster recovery, and backup capabilities and facilities, through which Subservicer will be able to perform its obligations hereunder with minimal disruptions or delays and meet all Applicable Requirements. Upon request, Subservicer shall provide to Fannie Mae copies of its written business continuity, disaster recovery, and backup plan(s). Subservicer will have, at a minimum, a secured backup site containing all hardware, software, communications equipment, and current copies of data and files necessary to perform Subservicer’s obligations hereunder. Transfer to the backup site shall occur within 24 hour(s) after system failure or other event that prevents Subservicer from operating as usual at its primary site. Subservicer shall test said plan(s) at commercially reasonable intervals, not less frequently than every 12 months or less frequently than required by Applicable Requirements or the requirements of Subservicer’s principal regulators, and shall provide Fannie Mae the results of said testing promptly thereafter. Subservicer may utilize third parties contracted by Subservicer to provide the foregoing.

     (i) Staff and Facilities. Subservicer will provide and supervise such well-trained and qualified personnel as are reasonably necessary to carry out Subservicer’s obligations under this Agreement.

          Section 6.2 Location of Subservicing.

     Subservicer shall not, without Fannie Mae’s prior written consent or as otherwise permitted under the SRA, perform any of its servicing obligations under this Agreement outside the United States, or delegate or outsource any of such obligations to any Person that performs such obligations outside the United States, or permit the books, data or records of Subservicer (including any NPI) to be located outside the United States.

          Section 6.3 Pilot Programs.

     Upon Fannie Mae’s reasonable request, Subservicer will participate in pilot programs designed or implemented by Fannie Mae with respect to a selection of Mortgage Loans (for example, a credit coaching pilot or a foreclosure prevention initiative). If any such pilot

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programs impose additional costs or expenses upon Subservicer, Fannie Mae and Subservicer shall discuss appropriate reimbursement of such costs and expenses on a per-pilot basis.

ARTICLE VII
CONFIDENTIALITY AND PROTECTION OF RECORDS

          Section 7.1 Confidential Information

     (a) If a Party (the “Receiving Party”) obtains access to Confidential Information (as defined below) of the other Party (the “Disclosing Party”) in connection with the negotiation of or performance under this Agreement, the Receiving Party agrees: (i) not to directly or indirectly disclose the Confidential Information to any third party without the Disclosing Party’s prior written consent, except (x) as specifically contemplated by this Agreement or (y) to third parties who have a need to know such Confidential Information in connection with the performance of services under this Agreement, and who are under an obligation to keep the disclosed information confidential, and provided that the Disclosing Party is responsible for the acts of the third parties in relation to the Confidential Information; and (ii) to use the Confidential Information only as reasonably necessary to perform its obligations under this Agreement.

     (b) “Confidential Information” means: (i) all information about or belonging to the Disclosing Party or a third party that is disclosed or otherwise becomes known to the Receiving Party in connection with this Agreement that is marked with a restrictive legend or otherwise identified as confidential at the time of initial disclosure, or, if not marked or otherwise identified, that a person in the mortgage servicing industry would reasonably understand to be confidential; (ii) all trade secrets, customer information and intellectual property owned or licensed by the Disclosing Party; and (iii) all personal information about individuals contained in the Disclosing Party’s records, or that is disclosed to or otherwise becomes known to the Receiving Party in connection with this Agreement (including, by way of example and without limitation, names, addresses, telephone numbers, social security numbers, drivers’ license numbers, credit card, debit card and other financial account numbers, payroll and other financial information, employee identification numbers and health information) (collectively, “NPI”).

     (c) As between Subservicer and Fannie Mae, all Confidential Information belonging or relating to any Borrower or Fannie Mae, including NPI obtained from Fannie Mae or in Fannie Mae’s possession, and information regarding Fannie Mae’s business, processes, policies, procedures, practices, personnel or customers, provided or made available to Subservicer by Fannie Mae will be deemed to be Fannie Mae Confidential Information for purposes of this Agreement.

     (d) The Receiving Party will use at least the same degree of care to protect the Confidential Information of the Disclosing Party from unauthorized disclosure or access that the Receiving Party uses to protect its own Confidential Information, but not less than due care as practiced in the mortgage servicing industry. The Receiving Party will immediately notify the Disclosing Party of any actual or suspected loss or unauthorized use, disclosure of or access to the Disclosing Party’s Confidential Information of which it becomes aware and take all steps reasonably requested by the Disclosing Party to limit, stop or otherwise prevent such loss or unauthorized use, disclosure or access.

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     (e) Information of the Disclosing Party will not be considered Confidential Information if it: (i) was previously rightfully known by the Receiving Party free of any obligation to keep it confidential; (ii) is or becomes publicly known through no wrongful act of the Receiving Party; (iii) is independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party; or (iv) is subject to disclosure pursuant to a subpoena, judicial or governmental requirement or order, provided that the Receiving Party has given the Disclosing Party sufficient prior notice of such subpoena, requirement or order to permit the Disclosing Party a reasonable opportunity to object to the subpoena, requirement or order and to allow the Disclosing Party the opportunity to seek a protective order or other appropriate remedy, if possible. Notwithstanding the foregoing, NPI shall be considered Confidential Information at all times for all purposes.

     (f) To the extent that Subservicer has access to Fannie Mae’s records (including records containing Confidential Information), Subservicer agrees to maintain, and to ensure that all of its subcontractors and agents maintain, appropriate measures to protect the security, confidentiality and integrity of such records as provided in this Article VII, including measures to protect against the unauthorized use, access, destruction, loss or alteration of such records.

     (g) Fannie Mae and Subservicer will obtain the other’s prior written consent before publicly using any advertising, written sales promotion, press releases, references to this Agreement, or other publicity matters relating to this Agreement or in which the other’s name is used or may reasonably be inferred. Notwithstanding the foregoing, Fannie Mae and Subservicer may include the other’s name and a factual description of the work performed under this Agreement in internal business planning documents and whenever necessary to comply with GAAP or applicable laws. The specific terms of this Agreement will be treated as the Confidential Information of both Parties, which may be disclosed by a Party only to the extent reasonably necessary, (i) to Governmental Authorities with authority over such Party, and such Party’s legal, accounting and financial advisors, and (ii) to subcontractors or other third parties that will be providing services in connection with this Agreement and who are under an obligation to protect the confidentiality of the Confidential Information.

     (h) In furtherance, and not in limitation, of the foregoing, the Parties agree to the specific obligations and restrictions set forth in Sections 7.2 — 7.4 below.

          Section 7.2 Risk Review Process; Information Security

     (a) Risk Review Process. Fannie Mae from time to time may perform risk assessments relating to Subservicer in connection with this Agreement and Applicable Requirements.

     (b) Information Security Standards and Procedures.

     (i) Subservicer will transfer to Fannie Mae and any third party performing or receiving services that are incidental to this Agreement only that NPI which it is necessary to transfer in order to fully perform such services, and such transfers will be in accordance with the applicable provisions of Section 7.3.

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     (ii) Subservicer will implement and maintain policies, procedures and programs to manage system, privacy, network and data security, to include vulnerability/patch management, antivirus scanning, management of physical computing assets and configuration of network security hardware (collectively, “IT Security Risk Management Policies”). Subservicer’s IT Security Risk Management Policies will meet or exceed industry standards and Fannie Mae may review Subservicer’s IT Security Risk Management Policies. It is not contemplated that Subservicer will store, transmit, or process payment card account numbers or authentication data in connection with the services provided pursuant to this Agreement, but if Subservicer does so in the future, Subservicer will comply with applicable Payment Card Industry Data Security Standards (PCI DSS), or such other standards as the Parties may mutually agree to at the time. Subservicer may utilize third parties contracted by Subservicer to assist in its implementation and compliance with the foregoing.

     (iii) The effectiveness of Subservicer’s IT Security Risk Management Policies will be validated by Subservicer by means of independent assessment in a form common in the industry (an “Independent Security Assessment”), at least once during each calendar year during the term of this Agreement, starting with the first calendar year in which Subservicer has performed servicing for at least six months. All Independent Security Assessments will include network perimeter penetration testing. In the event that an application is hosted by Subservicer and made available to any party on the Internet in connection with this Agreement, the Independent Security Assessment will also include application security testing. Subservicer will provide Fannie Mae with a copy or summary of its Independent Security Assessment within 45 days of its receipt of the Independent Security Assessment. Subservicer will promptly remedy or implement compensating controls for any adverse findings or vulnerabilities noted in an Independent Security Assessment to Fannie Mae’s reasonable satisfaction.

     (iv) Subservicer will provide such information and reports regarding the operational risks relating to Subservicer’s use of technology in connection with this Agreement, and periodic reports regarding Subservicer’s compliance with this Section 7.2, as may be reasonably requested from time to time by Fannie Mae.

     (c) Breach. Without limiting the applicability of any other remedies for breach of this Agreement as provided herein, Subservicer specifically acknowledges and agrees that any of the following will constitute a breach of this Agreement in respect of which Fannie Mae may exercise its termination and other rights and remedies as provided in Section 10.3: (i) Subservicer fails to participate in the Risk Review Process; or (ii) any adverse findings or vulnerabilities identified during the Risk Review Process or noted in an Independent Security Assessment are not remedied within a commercially reasonable time period.

          Section 7.3 Privacy

     (a) The Parties acknowledges that Fannie Mae and Subservicer are or may be subject to U.S. and/or international laws governing the privacy, confidentiality, processing and movement of NPI provided or made accessible to them in connection with this Agreement (collectively, the “Privacy Laws”).

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     (b) Each Party will perform its obligations under this Agreement in a manner that complies with all applicable Privacy Laws relating to the collection, use, processing, storage, protection, disclosure, and destruction of NPI and with all Fannie Mae data protection and privacy policies provided by Fannie Mae to Subservicer from time to time. In addition, Subservicer will perform its obligations under this Agreement in a manner that complies with all Subservicer data protection and privacy policies in place, as the same may be updated from time to time.

     (c) Neither Party will knowingly take any action that puts the other Party in breach of its obligations under the Privacy Laws and nothing in this Agreement will be deemed to prevent a Party from taking the steps it reasonably deems necessary to comply with the Privacy Laws.

     (d) Subservicer is prohibited from disclosing, directly or indirectly, intentionally or negligently, to any affiliate or third party, any NPI, unless: (i) Fannie Mae gives specific consent prior to the disclosure of the information; (ii) the disclosure is specifically contemplated by this Agreement; or (iii) the disclosure is required in order to fully perform any services under this Agreement.

     (e) Subservicer represents that it has and covenants that it will continue to have administrative, technical, and physical safeguards reasonably designed: (i) to ensure the security and confidentiality of NPI; (ii) to protect against any anticipated threats or hazards to the security or integrity of NPI; and (iii) to protect against unauthorized acquisition of, access to or use of NPI which could result in a “breach” (as that term is defined under applicable Privacy Laws) or substantial harm to Fannie Mae, any Fannie Mae employee or customer, or any individual about whom Fannie Mae has or collects financial and other information, including, but not limited to, any Borrower. As necessary for Fannie Mae to meet its own reporting and compliance requirements, Fannie Mae will have the right to request and receive annual certifications from Subservicer regarding Subservicer’s compliance with the Privacy Laws and Fannie Mae policies.

     (f) If Fannie Mae reasonably believes that the provisions of this Section 7.3 may have been breached, then, subject to Subservicer’s reasonable security restrictions and upon reasonable notice, Fannie Mae and its representatives will have access to Subservicer personnel, books, files and affairs relating to this Agreement and the services performed by Subservicer hereunder during normal business hours at Subservicer’s offices as is reasonably necessary for Fannie Mae to obtain all information concerning compliance by Subservicer with this Section 7.3.

          Section 7.4 Duties and Responsibilities in the Case of a Breach

     (a) In the event that either Party becomes aware of an intrusion or other security breach that results in the loss, or unauthorized use, disclosure, or acquisition of, or access to the other Party’s Confidential Information (each, an “Incident”), such Party will notify the other promptly upon discovering the Incident. Notice will be in writing and sent to each of the individuals identified for notice purposes in this Agreement and, in the case of an Incident involving Fannie Mae Confidential Information, via email to privacy_working_group@fanniemae.com and to technology_risk_management@fanniemae.com.

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     (b) The notifying Party will cooperate with all requests for information and access to such Party’s premises by the other Party with respect to such other Party’s Confidential Information, including all applicable technology, wherever located. The notifying Party will also cooperate with government agencies and law enforcement entities as may be required. In the case of an Incident involving Fannie Mae Confidential Information or any other NPI, Fannie Mae will have the sole right to decide whether it will conduct its own investigation, investigate the Incident together with Subservicer, or allow Subservicer to lead the investigation.

     (c) If a Party reasonably determines that affected individuals must be notified of the Incident, and the Incident was due to the other Party’s breach of its obligations under this Agreement, the Party in breach will pay for all reasonable expenses related to the investigation of the Incident, the cost of the notifications, the cost of credit monitoring services, and other customary remediation costs, including the other Party’s reasonable legal expenses, and any fines imposed by any Governmental Authority.

     (d) The Parties will reasonably cooperate to limit, stop, prevent or remediate any such loss or misuse of Confidential Information, including NPI.

ARTICLE VIII
AUDITS AND RECORDS

     Subservicer will provide Fannie Mae with commercially reasonable assistance in meeting its Audit requirements as set forth in this Article. This Article specifically supersedes any audit provisions to the contrary in the Servicing Agreement.

          Section 8.1 Audit Rights

     (a) Subject to Section 8.1(b), Fannie Mae and its agents, auditors (internal and external), other representatives and Governmental Authorities as Fannie Mae may designate in writing (collectively, “Auditors”) will have the right to inspect, examine and audit the systems, records, data, practices and procedures of Subservicer (and any of its affiliates or subcontractors) that are used in performing Subservicer’s obligations under this Agreement or pertain to the performance of such obligations (collectively, “Audits”) for any of the following purposes: (i) to verify the accuracy of Subservicer’s financial statements, invoices and billing statements; (ii) to verify the integrity of Fannie Mae Confidential Information and NPI and compliance with the data privacy, data protection, confidentiality and security requirements of this Agreement; and (iii) to verify the audited party’s compliance with any other provisions of this Agreement and Applicable Requirements.

     (b) Audits will be conducted with reasonable notice during normal business hours. Subservicer (and its affiliates and subcontractors) will cooperate fully with Fannie Mae and its Auditors in conducting Audits and provide such assistance as the Auditors reasonably require to carry out the Audits, including assisting with the installation and operation of audit software, which software shall be subject to the reasonable review and approval of Subservicer’s IT Department. Fannie Mae will use commercially reasonable efforts to have Governmental Authorities comply with the foregoing, but a Governmental Authority’s failure to do so will not constitute a breach of this Agreement by Fannie Mae.

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     (c) Audits will be conducted at Fannie Mae’s expense.

     (d) If any Audit of Subservicer’s charges determines that Subservicer has incorrectly invoiced or otherwise charged any amounts to Fannie Mae, and Fannie Mae and Subservicer agree with such Audit, Subservicer will issue, on the next invoice submitted to Fannie Mae, a credit or debit, as appropriate, to correct the inaccuracy.

          Section 8.2 Audit Follow-up

     Following an Audit, Fannie Mae may provide Subservicer with a written report summarizing the Audit’s findings as to any actual or potential errors or problems affecting the performance of services under this Agreement or Fannie Mae Confidential Information or any other NPI, violations of this Agreement or other issues pertaining to Subservicer (or any of its affiliates or subcontractors involved in providing services under this Agreement) (each, an “Audit Finding”). Within 30 days after receiving a report from Fannie Mae containing Audit Findings, Subservicer will meet with Fannie Mae to discuss such Audit Finding and to mutually agree upon the appropriate manner, if any, in which to respond to the changes suggested by the Audit report.

          Section 8.3 Records

     (a) In support of Fannie Mae’s Audit rights, Subservicer will keep and maintain (i) financial records relating to this Agreement in accordance with GAAP applied on a basis consistent with Applicable Requirements; (ii) records substantiating Subservicer’s invoices and billing statements; (iii) records pertaining to Subservicer’s compliance with Applicable Requirements; (iv) records of security incidents and customer complaints; and (v) such other operational records pertaining to performance of Subservicer’s obligations under this Agreement as Subservicer keeps in the ordinary course of its business. Subservicer will retain such records for the longer of two years after the termination of this Agreement or as required by Applicable Requirements. Subservicer will make copies of such records available to Auditors for examination and copying upon request subject to the provisions of this Article VIII. For the avoidance of doubt, Subservicer’s obligations under this paragraph are in addition to, and without any derogation of, its obligations under other provisions of this Agreement to provide operational reports and records to Fannie Mae.

     (b) Upon request by Fannie Mae, Subservicer will, within a reasonable period of time, electronically deliver (unless mutually agreed otherwise) all, or a portion of, the Asset records and documents that Subservicer has responsibility for to Fannie Mae or its designee in the manner provided in the Servicing Agreement.

          Section 8.4 Subservicer Audits

     (a) Without derogating in any way from Fannie Mae’s Audit rights, Subservicer will conduct its own quality control and internal audit reviews pertaining to its performance of services under this Agreement of its general servicing operations consistent with the quality control and audit practices of well managed companies that perform similar services and in accordance with Applicable Requirements. At a minimum, Subservicer will perform an annual Independent Security Assessment as required by Section 7.2.

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     (b) Subservicer shall report all results of quality control and internal audit reviews to Fannie Mae as they are produced, and in any event not later than thirty (30) days after completion, specifically including, but not limited to (i) results that pertain to the Mortgage Loans or systems, processes, protocols or procedures that are the same as, or substantially similar to, systems, processes, protocols or procedures used by Subservicer with respect to the Mortgage Loans, and (ii) [summary results solely pertaining to mortgage loans other than the Mortgage Loans], provided, however, that in no event shall Subservicer be required to divulge loan-level information or NPI in connection with the summary results described in this clause for any Mortgage Loans which are not subserviced by Subservicer for Fannie Mae. To the extent the resulting report reveals an actual or potential material adverse effect on Fannie Mae or Borrowers, Subservicer will provide such report to Fannie Mae as soon as reasonably practicable and will include with such report Subservicer’s proposed plan to correct any errors or problems identified in the audit report as soon as reasonably possible. Fannie Mae reserves the right to contract with independent contractors to ensure Subservicer’s compliance with all applicable quality control requirements at Fannie Mae’s cost and subject to reasonable privacy, security and confidentiality requirements.

          Section 8.5 Reports Concerning Governmental Reviews

     Subservicer shall report all results of quality control, audit reviews and examinations, evaluations and reviews performed by Governmental Authorities and Insurers to Fannie Mae in accordance with Applicable Requirements, unless prohibited by law or regulation.

          Section 8.6 Further Agreements

     Subservicer is responsible for having in place with its affiliates and subcontractors that are used in performance of services under this Agreement such agreements as are necessary to give effect to Fannie Mae’s Audit rights under this Article VIII.

ARTICLE IX
DEFAULT AND INDEMNIFICATION

          Section 9.1 Event of Default.

     (a) The occurrence of any of the following shall constitute an Event of Default hereunder by Subservicer:

     (i) Subservicer commits a material breach of this Agreement, which is not cured within fifteen (15) calendar days;

     (ii) Subservicer commits a breach of the MSSC or Guide;

     (iii) Subservicer fails to maintain its status as an approved Fannie Mae seller/servicer; or

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     (iv) Subservicer’s failure to comply with this Agreement causes or results in a breach of security with respect to any of the services provided hereunder by Subservicer that results in the unauthorized use or disclosure of any NPI.

          Section 9.2 Indemnification.

     (a) Indemnification by Subservicer. Subservicer shall indemnify and hold Fannie Mae, its directors, officers and employees, harmless from, and shall reimburse Fannie Mae, its directors, officers and employees, for, any and all Losses incurred to the extent that such Losses arise out of, relate to, or result from:

     (i) Any breach of any representation or warranty of Subservicer hereunder or the non-fulfillment of any term, covenant, condition, agreement or obligation of Subservicer set forth in this Agreement, or in any schedule, exhibit or certificate furnished pursuant hereto, or any default or failure to perform by Subservicer hereunder; or

     (ii) Any failure of Subservicer, on or after the Transfer Date, to comply with Applicable Requirements with respect to the Servicing Rights or any of the Assets.

Notwithstanding any provision to the contrary in this Section 9.2(a), Subservicer shall have no obligation to indemnify or hold Fannie Mae harmless from and against that portion of any claim for indemnification that arises from any fact or circumstance for which Subservicer is entitled to indemnification by Fannie Mae pursuant to Section 9.2(b). Further, Fannie Mae will not enforce against Subservicer (i) claims or Losses relating to any representations and warranties made by a third party and related to the sale or origination of the Mortgage Loans, whether contained in the Servicing Agreement or otherwise; nor for (ii) any servicing deficiencies, to the extent any servicing deficiency is caused solely by any action or failure of Prior Servicer. Notwithstanding the foregoing, Subservicer shall be liable for any damage or loss to Fannie Mae that is caused by Subservicer’s failure to notify Fannie Mae of such claims or Losses, take any corrective action reasonably requested by Fannie Mae, to the extent any such corrective action is reasonably able to be taken by Subservicer, or any other failure in Subservicer’s performance of its responsibilities on or after the Transfer Date.

     (b) Indemnification by Fannie Mae. Fannie Mae shall indemnify and hold Subservicer harmless from, and shall reimburse Subservicer for, all Losses incurred to the extent that such Losses arise out of, relate to, or result from the following: (i) any material breach of any representation and warranty of Fannie Mae hereunder; (ii) the non-fulfillment of any term, covenant, condition, agreement or obligation of Fannie Mae set forth in this Agreement or in any schedule, exhibit or certificate furnished pursuant hereto; (iii) any acts or omissions of the Prior Servicer; (iv) a claim by a Borrower under a Mortgage Loan to the extent that such claim arises out of alleged acts or omissions of the Prior Servicer or originator concerning such Borrower’s Mortgage Loan; or (v) a claim arising from the data integrity and availability of information regarding the Mortgage Loans where such data and information was not within Subservicer’s control or possession and the claim could not have been avoided with the exercise of reasonable diligence by Subservicer.

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     (c) Subservicer shall not be liable for any (i) denied reimbursements due to inability to provide supporting documentation for advances made during the tenure of any Prior Servicer, (ii) losses resulting from improper foreclosures due to an inability to provide supporting documentation which should have been provided to Subservicer by any Prior Servicer and (iii) any liability or penalties arising from an MHA-C audit, or the like, related to modifications which do not have supporting documentation which should have been provided to Subservicer by any Prior Servicer.

     (d) Notice and Settlement of Claims. Subservicer will be responsible for the management and administration of all loan level Actions relating to the Mortgage Loans, as set forth in the Servicing Agreement. Without limiting the applicability of any other notice provisions in this Agreement, Subservicer shall provide notice of any non-routine litigation or other indemnifiable matter involving Fannie Mae, an Asset or the Servicing Rights by sending an e-mail to [specialservicernonroutine_litigation@fanniemae.com], or by such other means as may be reasonably requested by Fannie Mae, within ten (10) days of its receipt or knowledge thereof. provided, that if it is necessary to answer or respond to any such claim or take any other action within a shorter timeframe in order reduce the likelihood of success of such claim or the Losses that may result, Subservicer shall provide earlier notice thereof, and Fannie Mae shall have no liability for any Losses resulting from a delay in delivery of such notice by Subservicer. Such notice shall include all available information relevant to the Action or claim, as well as to the question whether a third party (such as a Prior Servicer) should be notified of and/or assume control of responding to or defending the Claim, to the extent known by Subservicer.

     Fannie Mae shall have the right to assume some or all of the control or defense of any subservicing claim or Action, including by transfer of some or all of the control or defense of such subservicing claim to a Prior Servicer or other third party. In connection therewith, Subservicer shall make available such information and assistance as Fannie Mae or such Prior Servicer or other third party may reasonably request, including any witnesses, pertinent records, materials and information in Subservicer’s possession or under Subservicer’s control, at Fannie Mae’s, Prior Servicer’s or other third party’s expense.

     If Subservicer retains control over the defense of a subservicing claim or Action as permitted herein, Subservicer and Fannie Mae (and to the extent requested by Fannie Mae, the applicable Prior Servicer or other third party) shall confer in good faith, and Subservicer shall reasonably consider suggestions from Fannie Mae and its counsel regarding the control or defense of the subservicing claim or Action. The parties may jointly agree upon counsel reasonably acceptable to such parties to represent them to defend the subservicing claim, and when appropriate, shall enter into joint defense agreements for retaining joint counsel. Subservicer shall follow any directions from Fannie Mae to bill all or any portion of the Losses or any cost or expenses of the defense of such subservicing claim to a third party, provided that Fannie Mae shall remain liable for such amounts to the extent provided in this Agreement.

     Each Party to this Agreement shall promptly (but in all cases within ten (10) days and in accordance with Section 6.1(b)) notify the other Party in writing of the existence of any matter known to it giving rise to any obligation of the other Party under this Section 9.2 and, in the case of any Claim brought by a third party which may give rise to any such obligation, each Party shall promptly (but in all cases within ten (10) days and in accordance with Section 6.1(b)) notify

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the other Party of the making of such Claim or the commencement of such action by a third party as and when same becomes known to it. Subject to Applicable Requirements and to Section 9.2(d), the indemnifying Party (the “Indemnifying Party”) may, at its own cost and expense, assume and control the defense of any third-party claim, including, without limitation, the right to designate counsel and to control all negotiations, litigation, settlements, compromises and appeals of any such claim or potential claim; provided, however, that the counsel is reasonably satisfactory to the indemnified Party (“Indemnified Party”) in the exercise of its reasonable discretion. The Party not controlling the defense or prosecution of any such third-party claim may participate at its own cost and expense. Following the full discharge of the Indemnifying Party’s obligations, the Indemnified Party shall, subject to Applicable Requirements or other requirements of Fannie Mae, assign to the Indemnifying Party any and all related claims against third parties. Subject to Applicable Requirements, promptly after receipt, the Indemnified Party shall refund to the Indemnifying Party the amounts of all recoveries received by the Indemnified Party with respect to any claim with respect to which it was also reimbursed for Losses by the Indemnifying Party.

     Subject to Applicable Requirements, following the receipt of written notice from the Indemnified Party of a demand for indemnification, the Indemnifying Party shall seek to cure the problem giving rise to the demand, if possible, and pay the amount for which it is liable, or otherwise take the actions which it is required to take within thirty (30) days or such other time as may be required by Fannie Mae, the Insurer or other third-party claimant. Subject to Applicable Requirements, as to any claim for indemnity for which notice is given as hereinbefore provided, the corresponding obligation of indemnity shall continue to survive until whichever of the following events first occurs: (i) the Indemnifying Party shall have discharged its obligation of indemnity to the Indemnified Party with respect to such claim, as required hereunder; (ii) a court of competent jurisdiction shall have finally determined that the Indemnifying Party is not liable to the Indemnified Party with respect to such claim; or (iii) the Indemnified Party shall have released in writing (or be held by a court of competent jurisdiction to have released) the Indemnifying Party from any liability with respect to such claim.

     (e) Mitigation of Losses. An Indemnified Party shall, to the extent practicable and reasonably within its control, make good faith efforts to mitigate any Losses of which it has adequate notice, provided that an Indemnified Party shall not be obligated to act in a manner which it reasonably believes is adverse to its own best interests. Subject to Applicable Requirements, nothing in this Section 9.2 shall be construed as obligating either Party to sue any third party.

     (f) Subservicer Rights and Obligations with Respect to Fannie Mae. With respect to Fannie Mae as the owner of the Mortgage Loans, Subservicer shall have all the rights and obligations of a Servicer of the Mortgage Loans under the Servicing Agreement regarding responsibility and liability for losses, costs, expenses, damages or claims (including attorneys’ fees) incurred by Fannie Mae in connection with the default or foreclosure of Mortgage Loans, other than those that occur as a result of the enumerated liabilities set forth in 9.2(b) and (c) for which Subservicer shall have no obligation.

     (g) Repurchase Claims. Notwithstanding anything in this Agreement or the Servicing Agreement to the contrary, in no event shall Subservicer be obligated to purchase Fannie Mae’s

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interest in any Mortgage Loan, unless the repurchase obligation arises from a servicing violation by Subservicer that occurs on or after the Transfer Date.

ARTICLE X
TERM AND TERMINATION

          Section 10.1 Term of the Agreement

     This Agreement shall continue and remain in effect until terminated as provided in this Article X.

          Section 10.2 Termination For Convenience

     Fannie Mae may terminate this Agreement for convenience (i.e., for any reason or no reason) by giving Subservicer written notice to that effect (i) specifying termination of this Agreement in whole or in part as to a portion of the Servicing Rights, as the case may be and (ii) designating the termination date, which shall be not less than 60 days from the date of such notice. In the event of a termination by Fannie Mae for convenience, Fannie Mae shall pay any termination fees specified on Exhibit D unless modified in the applicable Subservicing Appendix following the termination date.

          Section 10.3 Termination For Default

     (a) By giving Subservicer written notice and designating the termination date, which may be simultaneous with the date of such written notice, Fannie Mae may terminate this Agreement for an Event of Default by Subservicer.

     (b) Termination for default by Fannie Mae will be without prejudice to and with full reservation of any other rights and remedies available to it.

     (c) No termination fees shall be payable in connection with any such termination.

          Section 10.4 Termination For Regulatory Event

     Either Party may terminate this Agreement in whole or in part by giving the other Party at least 30 days prior written notice and designating the termination date if there is a Regulatory Event or changes are made to applicable law that would prohibit, prevent, or materially impair such Party’s continuing this Agreement with the other Party with respect to all or specific Assets, which termination will not be considered to be a termination for convenience or a termination for default. No termination fees shall be payable in connection with any such termination.

          Section 10.5 Termination For Other Circumstances

     Fannie Mae may terminate this Agreement by notice to Subservicer in the event of a breach of any covenant under the SRA for which the SRA could be terminated by Fannie Mae. No termination fees shall be payable in connection with any such termination.

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          Section 10.6 Other Termination Provisions

     In the event a Mortgage Loan is purchased, or repurchased as the case may be, by Subservicer, Prior Servicer, or any other third party, this Agreement shall automatically terminate with respect to such Mortgage Loan, and such termination will not be considered to be a termination for convenience or a termination for default. No termination fees shall be payable in connection with any such termination.

          Section 10.7 Duties Upon Termination; Transfer of Books, Records and Accounts

     (a) Regardless of the basis for termination or expiration of this Agreement (in whole or in part), commencing upon a notice of the termination of this Agreement, and continuing after the effective date of expiration or, if applicable, termination of this Agreement (as such effective date may be extended pursuant to Section 10. 8 ), Subservicer will provide reasonable assistance with the transfer of the terminated servicing to another Person in accordance with Applicable Requirements. Subservicer will use commercially reasonable efforts to minimize Fannie Mae’s costs and management time resulting from the cessation of the terminated servicing and to minimize the implementation time for the transfer of the terminated servicing to Fannie Mae and/or its successor servicer or subservicer.

     (b) Without limiting the generality of the forgoing, subject to and in accordance with Applicable Requirements and Fannie Mae’s and any successor servicer’s or subservicer’s reasonable instructions, Subservicer shall timely deliver to the successor servicer or subservicer (or at Fannie Mae’s direction, to Fannie Mae or Fannie Mae’s other designee) (i) all funds received with respect to the Assets which have not yet been remitted to Fannie Mae and an accounting for and reconciliation of all funds and accounts, (ii) all books, records, documents, files, data tapes and other information and data related to the Assets and their servicing, in an orderly manner, and (iii) confirmation that the identity of the servicer or subservicer of the Mortgage Loans registered with MERS has been changed to the successor servicer or subservicer. Such transfers and actions shall be at Subservicer’s expense, unless this Agreement is terminated by Fannie Mae in accordance with Section 10.2(a).

          Section 10.8 Extension of Expiration or Termination Date

     Subservicer acknowledges that the services provided under this Agreement are vital to Fannie Mae and must continue without interruption during any transition period (except as otherwise directed by Fannie Mae) if Fannie Mae decides to perform such services itself or engage a successor servicer or subservicer to perform them, or to provide an orderly wind-down of servicing in the event of a partial or complete cessation or termination of servicing with respect to any or all Assets. To provide for the orderly completion of any such transition, Fannie Mae will have the right to extend the effective date of termination or expiration one or more times as it elects, in its discretion, provided that the total of all such extensions shall not exceed 90 days following the effective date of termination or expiration in place immediately prior to the initial extension under this Section. Fannie Mae will use commercially reasonable efforts to exercise this option by so notifying Subservicer at least 30[, but in no event less than twenty (20),] days before the impending expiration or termination date.

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ARTICLE XI
MISCELLANEOUS PROVISIONS

          Section 11.1 Supplementary Information.

     From time to time, Subservicer shall furnish to Fannie Mae such information supplementary to the information contained in the documents and schedules delivered pursuant hereto which is reasonably available to Subservicer, as Fannie Mae may reasonably request including information that may be necessary to enable Fannie Mae to file any reports due to any Insurer in connection with the Mortgage Loans or Servicing Rights.

          Section 11.2 Further Acts.

     Fannie Mae and Subservicer each agree to execute and deliver to the other such additional documents, instruments or agreements as may be necessary to effectuate the purposes of this Agreement. Fannie Mae and Subservicer shall cooperate in good faith to consummate the transactions contemplated by this Agreement.

          Section 11.3 Survival.

     Sections 2.5, 2.11, 6.1(c), 7.1, 7.3, 7.4, 9.2, 10. 7, 11.3, 11.9, 11.12, 11.13 and 11.14 of this Agreement, and any other provision of this Agreement that contemplates or governs performance or observance subsequent to its termination or expiration, will survive the expiration or termination of this Agreement for any reason, including, without limitation, any indemnification obligations or representations and warranties hereunder.

          Section 11.4 Assignment.

     Subservicer shall not assign, sublicense, charge or otherwise encumber any of its rights or obligations under this Agreement without the prior written consent of Fannie Mae.

          Section 11.5 Subcontracting

     (a) Subservicer may not delegate or otherwise subcontract any of its obligations under this Agreement, except in accordance with the Servicing Agreement, SRA or with Fannie Mae’s prior written approval. If Subservicer does delegate or subcontract any of its obligations, it will flow down applicable terms and conditions of this Agreement, including provisions regarding audits on the same terms as set forth herein.

     (b) Subservicer will require and cause its affiliates and subcontractors to comply with all relevant and applicable provisions of this Agreement, the Servicing Agreement, and the SRA, but Fannie Mae will not be deemed a party to any agreement or arrangement with an affiliate or a subcontractor. Subservicer is responsible for supervising and managing all affiliates and subcontractors and for paying all amounts owed to them. Subservicer will be fully accountable for the acts and omissions of all affiliates and subcontractors, as if such acts and omissions were its own.

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     (c) Subservicer may also engage individual independent contractors to supplement its employee workforce. Subservicer will be fully responsible to Fannie Mae for its independent contractors, as if they were employees of Subservicer.

          Section 11.6 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, facsimile, national overnight mail service, or first class United States mail, postage prepaid and certified with return receipt requested, to the following addresses or facsimile numbers, as applicable (which addresses and facsimile numbers may be revised by notice):

if to Fannie Mae to:

Fannie Mae
3900 Wisconsin Avenue, N.W.
Washington, D.C. 20016
Attention: Deputy Chief Financial Officer
Fax: (202) 752-2868

With a copy to:

Fannie Mae
3900 Wisconsin Avenue, N.W.
Washington, D.C. 20016
Attention: General Counsel
Fax: (202) 752-6952

And:

National Servicing Organization
14221 Dallas Parkway
Suite 1000
Dallas, Texas 75254
Attention: Vice President — Servicing Portfolio Management
Fax: (240) 699-2486

If to Subservicer, to:

Nationstar Mortgage LLC
350 Highland Drive
Lewisville, TX 75067
Attention: Attn: General Counsel
Fax: 469-549-2085

     All notices and statements shall be deemed effective upon receipt.

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          Section 11.7 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 11.8 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 and their successors and permitted assigns, any rights, obligations, remedies or liabilities.

          Section 11.9 Applicable Laws.

     This Agreement shall be construed in accordance with federal law and the laws of the State of New York, without reference to the choice of law or conflicts of law provisions thereof.

          Section 11.10 Counterparts.

     This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

          Section 11.11 Time of Essence.

     Time is of the essence in the performance of the obligations stated in this Agreement.

          Section 11.12 No Remedy Exclusive.

     Except as otherwise set forth in this Agreement, no remedy under this Agreement is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to any remedies given under this Agreement and the Servicing Agreement or existing at law or in equity. Fannie Mae reserves all rights, remedies and powers available to it under any contracts or agreements with Subservicer, at law or in equity.

          Section 11.13 Construction.

     This Agreement shall be construed and interpreted fairly as to both Parties and not in favor or against either Party, regardless of which Party prepared this Agreement.

          Section 11.14 Attorneys’ Fees and Expenses.

     If either Party brings 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 attorneys’ fees incurred in connection with such action and all costs of suit at both trial and appellate levels.

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          Section 11.15 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. Fannie Mae does not waive and has not waived any defaults or breaches of Subservicer under the Servicing Agreement, any document custody agreement, or any other contact or agreement of Subservicer.

          Section 11.16 Relationship of Parties.

     Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the Parties. The duties and responsibilities of Subservicer shall be rendered by Subservicer as an independent contractor and not as an agent of Fannie Mae. Subservicer shall have full control of all of its acts and proceedings relating to or in connection with the discharge of its duties and responsibilities under this Agreement.

          Section 11.17 Interpretive Principles.

     For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

     (a) Terms used in this Agreement have the meanings assigned to them in this Agreement (as defined herein), and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender.

     (b) Accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP.

     (c) References herein to a “Section,” shall be to the specified section(s) of this Agreement and shall include all subsections of such section(s).

     (d) The words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provisions.

     (e) Section headings and other similar headings are not to be considered part of this Agreement, are solely for convenience of reference, and shall not affect the meaning or interpretation of this Agreement or any of its provisions.

     (f) Each reference to any federal, state or local statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder.

          Section 11.18. Conflicting Provisions.

     Notwithstanding anything contained herein or in the SRA to the contrary, the Parties expressly agree that to the extent that any conflicts result between the terms of this Agreement and the SRA, the terms of this Agreement shall control, unless as to any specific matter this Agreement expressly states the SRA shall control.

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(Signatures to Follow)

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     IN WITNESS WHEREOF, each of the undersigned Parties to this Agreement has caused this Agreement to be duly executed in its name by one of its duly authorized officers, all as of the date first above written.

FANNIE MAE		NATIONSTAR MORTGAGE LLC
By:	/s/ Leslie Peeler	By:	/s/ Jay Bray
	Name: Leslie Peeler		Name: Jay Bray
	Title: VP, Special Assets		Title: CFO

EXHIBIT A

DEFINITIONS

     “Accepted Servicing Practices” means, with respect to any Asset, those mortgage servicing practices of prudent mortgage lending institutions which service mortgage loans of the same type as such Asset in the jurisdiction where the related Mortgage Property is located, but in no event less than the servicing practices required by the Servicing Agreement.

     “Action” means any litigation, claim, action, suit, arbitration, inquiry, proceeding, investigation or similar proceeding by or before any Governmental Authority or arbitrator.

     “Advances” means amounts advanced by Subservicer in connection with an Asset and in accordance with Applicable Requirements, including, without limitation, principal, interest, taxes, ground rents, assessments, insurance premiums and other costs, fees and expenses pertaining to the acquisition of title to, preservation, repair and conveyance of the Assets, together with all rights of reimbursement from Borrowers, Insurers, or otherwise. The term “Advances” shall not include any amount advanced by Subservicer as a result of Subservicer’s failure to comply with or otherwise perform its obligations under this Agreement or the Servicing Agreement.

     “Agreement” means this Subservicing Agreement, including all amendments, supplements (including, but not limited to, any supplemental agreement setting forth certain “high touch” servicing protocols, support of a loan performance advisor or other third-party surveillance consultant, and certain additional compensation available to Subservicer), exhibits and schedules hereto.

     “Ancillary Fees” means all fees derived from the Mortgage Loans and retained by Subservicer, excluding Servicing Fees and Subservicing Fees attributable to the Mortgage Loans, including but not limited to late charges, fees received with respect to checks or bank drafts returned by the related bank for non-sufficient funds, assumption fees, optional insurance administrative fees and all other incidental fees and charges collected from or assessed against any Borrower, other than those charges payable to an Insurer or Fannie Mae under the terms of the Servicing Agreement.

     “Applicable Requirements” means, as of the time of reference, (i) all contractual obligations of a Servicer with respect to the applicable Servicing Rights, including, without limitation, those contractual obligations contained herein, in the Servicing Agreement, in any agreement with any Insurer or Fannie Mae or in the Servicing Agreement or in any document which is part of the Mortgage File for which a Servicer is responsible; (ii) all applicable federal, state and local laws, statutes, rules, regulations and ordinances applicable to a Servicer, or to the applicable Servicing Rights or the origination, purchase, sale, enforcement and insuring or guaranty of, or filing of claims in connection with, the related Assets, including, without limitation, the applicable requirements and guidelines of Fannie Mae or any Insurer, or any governmental agency, board, commission, instrumentality or other governmental or quasi-governmental body or office; (iii) all other judicial and administrative judgments, orders,

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stipulations, awards, writs and injunctions applicable to a Servicer that have been disclosed to Fannie Mae, the applicable Servicing Rights or the related Asset; (iv) the requirements of MERS; and (v) Accepted Servicing Practices.

     “Asset” (and, collectively, “Assets”) means each Mortgage Loan and REO Property set forth on the applicable Subservicing Appendix.

     “Asset List” has the meaning provided in Section 2.2(b).

     “Audit” has the meaning provided in Section 8.1(a).

     “Auditors” has the meaning provided in Section 8.1(a).

     “Audit Finding” has the meaning provided in Section 8.2.

     “Borrower” means any obligor under a Mortgage Note or a Mortgage.

     “Business Day” means Monday through Friday, excluding any days on which banks in New York City are closed for business.

     “Change of Control” .means the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of outstanding shares of voting stock or ownership interests of an entity at any time if after giving effect to such acquisition such Person or Persons owns the lesser of (i) fifty percent (50%) or more of such outstanding voting stock or ownership interests on a fully diluted basis or (ii) such amount of outstanding voting stock or ownership interest to provide such Person or Persons with effective control.

     “Confidential Information” has the meaning provided in Section 7.1(b).

     “Custodial Accounts” means the accounts in which Custodial Funds are deposited and held by Subservicer on behalf of Fannie Mae.

     “Custodial Funds” means all funds held by Subservicer with respect to the related Mortgage Loans including, but not limited to, all principal and interest funds, Escrow Funds and any other funds due Fannie Mae or held on behalf of a Borrower, maintained by Subservicer relating to the Mortgage Loans.

     “Custody Documents” means the original Mortgage Note, an original unrecorded assignment to Fannie Mae (or a copy of the original recorded assignment), and, in some cases, the original mortgage insurance or loan guaranty certificate and such other original documents related to a Mortgage Loan and held by the Document Custodian pursuant to Applicable Requirements. If the mortgage has been modified, the modification agreement is also a Custody Document.

     “Disclosing Party” has the meaning provided in Section 7.1(a).

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     “Document Custodian” means the Person contractually obligated to hold the Custody Documents for Fannie Mae.

     “Draft Date” means the date upon which Fannie Mae drafts the applicable Custodial Account for principal and interest amounts for a particular type of remittance in accordance with the Guide.

     “Eligible Corporate Advances” means Eligible Servicing Advances other than Eligible Escrow Advances, Guaranty Fee Advances, LPMI Advance, Excess Yield Advances, or Advances of principal and interest on Mortgage Loans.

     “Eligible Escrow Advances” means Eligible Servicing Advances for the payment of taxes, assessments, insurance premiums, ground rents, and other similar items and charges.

     “Eligible Servicing Advances” means Eligible Corporate Advances, Guaranty Fee, Advances, LPMI Advances, Excess Yield Advances, and Eligible Escrow Advances.

     “Escrow Accounts” means the accounts in which Escrow Funds are deposited and held by a Servicer.

     “Escrow Funds” means funds held by a Servicer with respect to the related Mortgage Loans for the payment of taxes, assessments, insurance premiums, ground rents, funds from hazard insurance loss drafts, other mortgage escrow and impound items and similar charges (including interest accrued thereon for the benefit of the Borrowers under the Mortgage Loans, if applicable).

     “Event of Default” means an event of default listed in Section 9.1(a) or Section 9.1(b), as applicable to a Party.

     “Excess Servicing Fee” with respect to any SMBS Mortgage Loan is the excess of the note rate of such loan over the sum of

(i)	the pass-through rate on the MBS backed by such loan,
(ii)	the annual guaranty fee rate applied to such loan in connection with the related MBS, and
(iii)	25 basis points.

     “Excess Yield” means the Excess Servicing Fee less the minimum amount required to pay lender paid mortgage insurance renewal premiums, if any, for such loan.

     “Excess Yield Advances” mean the Advances for Excess Yield drafted from Subservicer’s designated drafting account by Fannie Mae pursuant to Section [2.14(b)] of this Agreement.

     “Fannie Mae” means the Federal National Mortgage Association, a corporation organized and existing under the laws of the United States, commonly known as Fannie Mae, any successor or assign, and any affiliate designated to perform any of the functions ascribed to Fannie Mae hereunder.

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     “Float Benefit” means the net economic benefit resulting from Escrow Funds and Custodial Funds held in the Escrow Accounts and Custodial Accounts relating to the Servicing Rights. The Float Benefit includes, without limitation, any compensating balance earnings credits and interest and other earnings on and in respect of such deposits.

     “Foreclosure” means the procedure pursuant to which a lienholder acquires title to a Mortgage Property in a foreclosure sale, or a sale under power of sale, or the acceptance of a deed in lieu of foreclosure, or other acquisition of title to the Mortgage Property based upon a default by the Borrower under the Mortgage Note and Mortgage, under the law of the state wherein the Mortgage Property is located.

     “GAAP” means United States generally accepted accounting principles, consistently applied.

     “Governmental Authority” means any federal, state, municipal, national or local or other governmental department, court, commission, board, bureau, agency, intermediary, carrier or instrumentality or political subdivision thereof, or any entity or officer exercising executive, legislative or judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case, whether of the United States or a state, territory or possession thereof, a foreign sovereign entity or country or jurisdiction or the District of Columbia.

     “Guide” means any and all applicable rules, regulations, requirements and guidelines of Fannie Mae, as the same may be amended from time to time, including, without limitation, the Fannie Mae Selling and Servicing Guides and the Guide to Delivering eMortgage Loans to Fannie Mae.

     “Guaranty Fee Advances” means Advances for Guaranty Fees drafted from Subservicer’s designated Custodial Account by Fannie Mae pursuant to the Guide that have not been collected by Subservicer.

     “Incident” has the meaning provided in Section 7.4(a).

     “Indemnified Party” has the meaning provided in Section 9.2(c).

     “Indemnifying Party” has the meaning provided in Section 9.2(c).

     “Independent Security Assessment” has the meaning provided in Section 7.2(b)(iii).

     “Insurer” or “Insurers” means any Person providing any standard hazard insurance policy, any federal flood insurance policy, any title insurance policy, any earthquake insurance policy, or any other insurance policy applicable to an Asset or Pool and any successor thereto, including, without limitation, as applicable, private mortgage insurer or other insurer or guarantor under such policies.

     “IT Security Risk Management Policies” has the meaning provided in Section 7.2(b)(ii).

     “LPMI Advances” means Advances for lender paid mortgage insurance drafted paid by Subservicer that have not been collected by Subservicer.

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     “Losses” mean any and all losses, damages, liabilities, fines, claims, demands, deficiencies, judgments, assessments, settlements, penalties, injuries, actions, suits, costs and expenses of any nature whatsoever including, without limitation, reasonable attorneys fees and court costs.

     “MERS” is the company Mortgage Electronic Registration Systems, Inc. and the mortgage registration system operated by such company.

     “Mortgage” means any deed of trust, security deed, mortgage, security agreement or any other instrument which constitutes a first lien on residential real estate securing payment by a Borrower of a Mortgage Note.

     “Mortgage File” means the file pertaining to a particular Asset including (a) the original Mortgage Note and such other documents as are required to be retained by the Document Custodian pursuant to Applicable Requirements; (b) the original Mortgage or copy of the Mortgage, with evidence of recording thereon; (c) the original assignments of Mortgage, if any, or copy of the assignment of Mortgage, with evidence of recording thereon; (d) the originals or certified true copies of any document sent for recordation of all modification agreements, with evidence of recording thereon; (e) the original or copy of the mortgage title insurance policy or alternative title product or other evidence of title acceptable to Fannie Mae and (f) with respect to REO Property, any materials relating to the applicable Foreclosure, any owner’s title insurance policy and any other records relating to the ownership of such REO Property.

     “Mortgage Loan” means the residential mortgage loans secured by Mortgaged Property as to which Fannie Mae is the owner of the Servicing Rights, as to which the related subservicing functions are transferred pursuant to this Agreement.

     “Mortgage Note” means the promissory note executed by a Borrower and secured by a Mortgage evidencing the indebtedness of the Borrower under a Mortgage Loan.

     “Mortgage Property” means the fully constructed one-to-four family residential real property that is encumbered by a Mortgage (or that is now or becomes REO Property), including all buildings and fixtures thereon and all accessions thereto, including installations of mechanical, electrical, plumbing, heating and air conditioning systems located in or affixed to such buildings, and all alterations, additions and replacements.

     “MSSC” means the Mortgage Selling and Servicing Contract between Fannie Mae and Subservicer.

     “NPI” has the meaning provided in Section 7.1(b).

     “Parties” means Subservicer and Fannie Mae.

     “Pre-Boarding File” means the data requested by Subservicer in connection with the servicing transfer to Subservicer hereunder of any Asset.

     “Primary Servicer” means Fannie Mae.

     “Privacy Laws” has the meaning provided in Section 7.3(a).

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     “Receiving Party” has the meaning provided in Section 7.1(a).

     “Regulatory Event” means a situation in which (i) either Fannie Mae or Subservicer becomes subject to any Regulatory Order or an Action initiated by a Governmental Authority, and (ii) such Regulatory Order or Action prevents or materially impairs such Party’s ability to discharge its material obligations hereunder in any material respect, or the continuance of the arrangements contemplated by this Agreement by such Party.

     “Regulatory Order” means any injunction, order, judgment, decree, memorandum of understanding, consent decree, directive or regulatory restriction, or any change in or interpretation of any law, rule or regulation, issued or imposed by a Governmental Authority and such event is not removed or stayed within 30 days, or such shorter period as necessitated by such Governmental Authority, after reasonable efforts to so remove or stay such event are instituted the Party or Parties made subject to thereto.

     “REO Property” means any Mortgage Property acquired by Fannie Mae, or Subservicer on behalf of Fannie Mae, as a result of a Foreclosure of or a deed-in-lieu of Foreclosure on a Mortgage Loan.

     “Risk Review Process” has the meaning provided in Section 7.2(a).

     “Servicer” means the party contractually obligated to administer Servicing Rights under the Servicing Agreement.

     “Servicing Agreement” means the MSSC, the Guide, and the Applicable Requirements and/or any other agreement between Servicer or Subservicer and Fannie Mae, including, without limitation, the SRA, with respect to the servicing of the Assets to which the Servicing Rights pertain.

     “Servicing Fees” means those fees payable to a Servicer for servicing the Mortgage Loan. Subservicer acknowledges and agrees with respect to the Mortgage Loans subject to this Agreement that the Servicing Fees are the sole property and interest of Fannie Mae.

     “Servicing File” means with respect to each Asset, the file typically retained by a servicer consisting of the related credit and closing packages, disclosures, copies or originals of Custody Documents, and all other files, books, records and documents typically retained by a servicer in accordance with Applicable Requirements and evidence that the Asset has been serviced in accordance with Applicable Requirements, and comply with Applicable Requirements regarding the Mortgage Files to be maintained by the Servicer of the Assets. The Servicing File shall consist of originals of all documents in the Mortgage File which are not delivered to the Document Custodian and copies of those Mortgage File documents which are delivered to the Document Custodian and are necessary to service the Assets.

     “Servicing Rights” means the rights and obligations of Servicer to Fannie Mae under the Servicing Agreement with respect to the Assets.

A-6

     “SMBS Mortgage Loan” means any Mortgage Loan where an Excess Servicing Fee has been securitized as identified by Fannie Mae.

     “Strategic Relationship Agreement (“SRA”)” means the strategic relationship agreement between Nationstar Mortgage LLC and Fannie Mae, dated as of December 16, 2009.

     “Standard Remittances” means those remittances relating to Mortgage Loans accounted under the “standard” remittance cycle, as referenced in the Guide, to the extent the same represent “actual” principal or interest collected with respect to a Mortgage Loan.

     “Subservicer” has the meaning provided in the introductory paragraph of this Agreement.

     “Subservicing Appendix” has the meaning provided Section 2.2(b).

     “Subservicing Fees” means the fees set forth on the applicable Subservicing Appendix, which includes base fees, incentive fees, boarding fees, due diligence fees and termination fees.

     “Transfer Date” means with respect to the Assets listed on the Asset List for a Subservicing Appendix, the date identified in such Subservicing Appendix.

A-7

EXHIBIT B

[FORM OF SUBSERVICING APPENDIX]

               This SUBSERVICING APPENDIX (this “Subservicing Appendix”), dated as of [______], 20[__], accompanies and supplements a certain Subservicing Agreement (the “Agreement”), dated as of [______], 2010, by and between Nationstar Mortgage, LLC (the “Subservicer”), and Fannie Mae.

1.	Pursuant to Section 2.2(b) of the Agreement and this Subservicing Appendix, on and after the Transfer Date identified below, the Subservicer agrees to subservice the Mortgage Loans listed on Schedule I in accordance with the provisions of the Agreement and for the fees set forth herein.
2.	Immediately prior to the Transfer Date the Mortgage Loans listed on Schedule I have been serviced by the Prior Servicer identified below.

a.	Prior Servicer: ____________________________
b.	Transfer Date: ____________________________
c.	The monthly Base Subservicing Fees shall vary based on the status of the Mortgage Loans, as of the last day of the calendar month preceding the month of subservicing, as follows:

Status	Fees
Current	$	_____
30 to 60 days delinquent	$	_____
61 or more days delinquent	$	_____
In bankruptcy or foreclosure (in lieu of, and not in addition to, fees which would apply above)	$	_____

d. The Base Subservicing Fees for a month shall be paid monthly based on the count of active Mortgage Loans as of the end of the calendar month preceding the month of servicing. A Mortgage Loan shall be deemed to no longer be active on the date on which any of the following events occur: (a) the Mortgage Loan is paid in full; (b) an agreed upon short payoff has been received; (c) a deed in lieu of foreclosure has been received; or (d) a Foreclosure sale occurs and court confirmation thereof is received. Subservicer acknowledges that its obligations under this Agreement with respect to an Asset may continue after the date on which such Asset ceases to be active, as provided above, and is no longer counted in the calculation of the Subservicing Fees.

B-1

3.	The Agreement is intended to and does serve as a master or base agreement for the subservicing of the Mortgage Loans listed on Schedule I. This Subservicing Appendix shall be incorporated into the Agreement and deemed a part of the Agreement.
4.	This Subservicing Appendix may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

                   IN WITNESS WHEREOF, the Subservicer and Fannie Mae have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the date first above written.

NATIONSTAR MORTGAGE, LLC Subservicer
By:
	Name:
	Title:
FANNIE MAE
By:
	Name:
	Title:

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SCHEDULE I
To Subservicing Appendix

LIST OF MORTGAGE LOANS

B-3

EXHIBIT C

REPORTS

Without limiting the requirements for reporting as provided in any sections of the Agreement, whether or not listed in this Exhibit, Subservicer will provide the following reports in accordance with the timing specified in the Agreement or, absent such specification, within five (5) Business Days following each calendar month-end:

1.	Written customer complaint report described in Section 2.5.
2.	Subservicing Fees reports described in Section 3.3(a).
3.	Such reports to support the due diligence functions in Section 4.3.
4.	Mortgage Loan Schedule of all unscheduled and ad hoc reports required under the terms of the Agreement

C-1

EXHIBIT C-1

DATA DICTIONARY

(See Attached).

C-1-1

EXHIBIT D

TERMINATION FEES

	Bulk	Terminated
Termination for Convenience Fee	Transfers	Portfolio Transfers
Within 1 Year of Transfer	[***]	[***]
> 1 Year but less or equal to 2 years of Transfer	[***]	[***]
> 2 Year but less or equal to 3 years of Transfer	[***]	[***]
Greater than 3 years from Transfer	[***]	[***]

Fee Schedule is applicable to pools in excess of $250 million. Pools less than $250 million
shall only incur a [***] per account fee regardless of length of time since transfer.

Termination Fee for Convenience will be waived if transferred pool is substantially replaced
within six (6) months of the respective transfer date.

^*** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission.

D-1

EXHIBIT E

MAXIMUM ANCILLARY FEES

E-1

This is a list of maximum fees that may be assessed or collected. Actual fee amounts that can be charged may be subject to local, state and federal Law and the Fannie Mae Guides.

	Maximum
Fee or Item Description	Fee
Payment Related fees
Check by phone		[***]
ACH		[***]
IVR Payment		[***]
Web Payment		[***]
Others		[***]
Amortization Schedule Fee		[***]
Assumption Fee		[***]
Copy of Loan Documents		[***]
Copy of Year End Statement (1098)		[***]
Credit Report		[***]
Dishonored or NSF Check		[***]
Duplicate Monthly Billing/Coupon		[***]
Fax Fee		[***]
Flood Research		[***]
Late Fee on loans current on repayment plans (Y/N)		[***]
Name Change		[***]
Overnight Mail		[***]
Partial Release of Lien		[***]
Payment History		[***]
Payoff Quotes		[***]
Recording Fee		[***]
Subordination		[***]
Tax Verification Letter		[***]
Verification of Mortgage		[***]

^*** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission.

E-2

Special Assets Advance Solutions Data Dictionary

Table of Contents

					Required
Priority	Owner	Description:	Frequency:	Required Naming Convention:	Elements
1	NSO/SFO	Daily Collections Detail	Daily	DailyCollection_Daily_<Servicer   Name_<MMDDYYYY>.csv	30
2	NSO	Corporate and Escrow Advance	Depending on Settlement	CorpTIAdv_Daily_<Servicer Name_<MMDDYYM.csv	20
3	NSO	Corporate and Escrow Recoveries	Depending on Settlement	CorpTIRecovery_Daily_servicer Name>_<MMDDYYYY>.csv	20
4	NSO	Trial Balance	Monthly	TrialBalWeekly<Servicer Name><MMDDYYYY>.csv	18
5	NSO	571 Claims File	Daily	ClaimsFile_Daily_<Servicer Name>_<MMDDYYYY>.csv	13
6	NSO	Loan Population / Boarding File	At Transfer	BoardingFile_Daily_Servicer Name><MMDDYYYY>.csv	19
7	NSO/SFO	P&I Advance Detail - S/S	2 Business Days Prior to Draft	AdvDetail_Daily_<Servicer Name><MMDDYYYY>.csv	21
8	NSO/SFO	P&I Recoveries Detail - S/S	Depending on Settlement	Recovery_Daily_<Servicer Name>_<MMDDYYYY>.csv	19
9	SFO	Remittance Detail	2 Business Days Prior to Draft	RemitDetail_Daily_<Servicer Name>_<MMDDYYYY>.csv	37
10	SFO	Delinquency Detail	Bi-Monthly	DeliDetailWeekly_Servicer Name>_<MMDDYYYY>.csv	22
11	SFO	Interest Shortfall	Monthly	IntShortfall_Monthly_<Servicer Name>_<MMDDYYYY>.csv	17
12	SFO	P&I Draft Summary	2 Business Days Prior to Draft	DraftSummary_Weekly_<Servicer Name>_<MMDDYYYY>.csv	13
13	SFO	P&I Loans Brought Current -S/S	Monthly	LoanCurrent_Monthly_<Servicer Name>_MMDDYYYY>.csv	18
					267

-Files must be tab delimited.csv format
- -Header rows are not case sensitive

2

Program:	EAF and Sub-Servicer	Escrow: One record per transaction
Description:	Corporate and Escrow Advance	Corp: One record per 571 code per transaction
Frequency:	5 business days prior to settlement date
File Type:	Tab delimited csv file
File Name:	CorpTIAdv_Daily_<Servicer Name>_<MMDDYYYY>.csv
Business Owner:	NSO

20
Required	Business Name	Allowable Values	Description
X	Master Servicer Number	<TEXT>	9 digit number assigned by FNMA
X	Sub-servicer Number	<TEXT>	9 digit number assigned by FNMA
X	Previous Servicer Number	<TEXT>	Legacy servicer’s FNMA seller/servicer ID
X	Program Type	<TEXT>	EAF or SUB
X	Branch ID	<TEXT>	FNMA Branch ID identifier
X	Investor Number	<TEXT>	Number associated with the pool of loans
X	FNMA Loan Number	<TEXT>	Unique 10 digit loan number assigned by FNMA
X	Servicer Loan Number	<TEXT>	Loan number assigned by servicer
X	Effective Date	<MM/DD/YYYY>	Effective date of the data
X	Next Payment Due Date	<MM/DD/YYYY>	Due date of loan after last payment received
X	Current UPB	<Number as Decimal> <#########.##	UPB after transaction
X	Advance Date Incurred	<MM/DD/YYYY>	Date servicer required advance
X	FNMA Advance Date	<MM/DD/YYYY>	Date FNMA advances funds to servicer
X	Advance Type	<TEXT>	LEGC, LEGE, CORP, ESCR, CMOD, EMOD, SCRA, LCLM, 571C, 571E, GFEE, LPMI, ESFEE, PROV
X	FNMA Trans Code	<TEXT>	571 Code assigned to identify transaction
X	Servicer Trans Code	<TEXT>	Servicer code assigned to identify transaction
X	Servicer Advance Amount	<Number as Decimal> <#########.##>	Total amount of advance
X	Transaction Amount Advanced	<Number as Decimal> ####.####>	Servicer advance amount itemized by 571 code
X	FNMA Advance Rate	<Number as Decimal> <#####.#####	FNMA advance rate
X	FNMA Advance Amount	<Number as Decimal> <#########.##	Transaction amount advanced x FNMA advance rate

3

Program:	EAF and Sub-Servicer	Escrow: One record per transaction
Description:	Corporate and Escrow Recovery	Corp: One record per 571 code per transaction
Frequency:	5 business days prior to settlement date
File Type:	Tab delimited csv file
File Name:	CorpTlRecovery_Daily_<Servicer Name>_<MMDDYYYY>.csv
Business Owner:	NSO

20
Required	Business Name	Allowable Values	Description
X	Master Servicer Number	<TEXT>	9 digit number assigned by FNMA
X	Sub-servicer Number	<TEXT>	9 digit number assigned by FNMA
X	Previous Servicer Number	<TEXT>	Legacy servicer’s FNMA seller/servicer ID
X	Program Type	<TEXT>	EAF or SUB
X	Branch ID	<TEXT>	FNMA Branch ID identifier
X	Investor Number	<TEXT>	Number associated with the pool of loans
X	FNMA Loan Number	<TEXT>	Unique 10 digit loan number assigned by FNMA
X	Servicer Loan Number	<TEXT>	Loan number assigned by servicer
X	Effective Date	<MM/DD/YYYY>	Effective date of the data
X	Next Payment Due Date	<MM/DD/YYYY>	Due date of loan after last payment received
X	Current UPB	<Number as Decimal> <#########.##>	UPB after transaction
X	Date Received Payment	<MM/DD/YYYY>	Date servicer received payment
X	FNMA Recovery Date	<MM/DD/YYYY>	Date the recovery is deposited into FNMA bank account
X	Recovery Type	<TEXT>	LEGC, LEGE, CORP, ESCR, CMOD, EMOD, SCRA, LCLM, 571C, 571E, GFEE, LPMI, ESFEE, PROV
X	FNMA Trans Code	<TEXT>	571 Code assigned to identify transaction
X	Servicer Trans Code	<TEXT>	Servicer code assigned to identify transaction
X	Total Recovery Amount	<Number as Decimal> <#########.##>	Total amount of recovery
X	Servicer Amount Recovered	<Number as Decimal> <########.##>	Corp: Total recovery amount itemized by 571 code - Escrow: Total
X	FNMA Advance Rate	<Number as Decimal> <#####.#####>	FNMA advance rate
X	FNMA Amount Recovered	<Number as Decimal> <########.##>	Servicer amount recovered x FNMA advance rate

4

Program:	EAF and Sub-Servicer	One record per advance type
Description:	P&I Advance Detail
Frequency:	Depending on Settlement
File Type:	Tab delimited csv file
File Name:	AdvDetail_Daily_<Servicer Name>_<MMDDYYTY>.csv
Business Owner:	EAF: NSO/SF Ops SUB: SF Ops

18
Required	Business Name	Allowable Values	Description
X	Master Servicer Number	<TEXT>	9 digit number assigned by FNMA
X	Sub-servicer Number	<TEXT>	9 digit number assigned by FNMA
X	Previous Servicer Number	<TEXT>	Legacy servicer’s FNMA seller/servicer ID
X	Program Type	<TEXT>	EAF or SUB
X	Advance Type	<TEXT>	SSPI (scheduled/scheduled)
X	FNMA Status Code	<TEXT>	See legend for examples
X	Branch ID	<TEXT>	FNMA Branch ID identifier
X	Investor Number	<TEXT>	Number associated with the pool of loans
X	Effective Date	<MM/DD/YYYY>	Effective date of the data
X	FNMA Loan Number	<TEXT>	Unique 10 digit loan number assigned by FNMA
X	Servicer Loan Number	<TEXT>	Loan number assigned by servicer
X	FNMA Remittance Type	<TEXT>	SS, SA, MBS, MRS, RPM, EXP
X	Current UPB	<Number as Decimal> <#########.##>	UPB after transaction
X	Next Payment Due Date	<MM/DD/YYYY>	Due date of loan after last payment received
X	Last Paid Installment Date	<MM/DD/YYYY>	The last installment paid
X	FNMA Advance Date	<MM/DD/YYYY>	Date Trust account is funded for shortages prior to FNMA draft date
X	Advance Amount	<Number as Decimal> <#########.##>	SSPI: Scheduled P&I pmt due on a delinquent (S/S) loan multiplied by FNMA advance rate (net interest)
X	Scheduled P&I Payment	<Number as Decimal> <#######.##>	Scheduled amount of P&I due at remit (net interest)
	Interest Type	<TEXT>	Amortization Type of Loan
	Interest Only in Reporting Month	<TEXT>	Interest only identifier
	Current Interest Rate	<Number as Decimal> <#####.#####>	Current interest rate on the loan
	Loan Term	<Number>	Term of the loan

5

Program:	EAF and Sub-Servicer	One record for each transaction posted
Description:	P&I Recoveries Detail
Frequency:	Depending on Settlement
File Type:	Tab delimited csv file
File Name:	AdvDetail_Daily_<Servicer Name>_<MMDDYYYY>.csv
Business Owner:	EAF: NSO / SF Ops SUB: SF Ops

19
Required	Business Name	Allowable Values	Description
X	Master Servicer Number	<TEXT>	9 digit number assigned by FNMA
X	Sub-servicer Number	<TEXT>	9 digit number assigned by FNMA
X	Previous Servicer Number	<TEXT>	Legacy servicer’s FNMA seller/servicer ID
X	Program Type	<TEXT>	EAF or SUB
X	FNMA Status Code	<TEXT>	See legend for examples
X	Branch ID	<TEXT>	FNMA Branch ID identifier
X	Investor Number	<TEXT>	Number associated with the pool of loans
X	Effective Date	<MM/DD/YYYY>	Effective date of the data
X	FNMA Loan Number	<TEXT>	Unique 10 digit loan number assigned by FNMA
X	Servicer Loan Number	<TEXT>	Loan number assigned by servicer
X	FNMA Remittance Type	<TEXT>	SS, SA, MBS, MRS, RPM, EXP
X	Current UPB	<Number as Decimal> <#########.## >	UPB after transaction
X	Next Payment Due Date	<MM/DD/YYYY>	Due date of loan after last payment received
X	Last Paid Installment Date	<MM/DD/YYYY>	The last installment paid
X	Date Payment Received	<MM/DD/YYYY>	Date payment was received by servicer
X	Total Payment Received	<Number as Decimal> <#########.##>	Total transaction amount posted to the loan (ties to clearing account)
	Total P&I Collections	<Number as Decimal> <#########.##>	Per transaction, pays down advance (net interest)
X	FNMA Recovery Date	<MM/DD/YYYY>	Date the recovery is deposited into FNMA bank account
X	Recovery Type	<TEXT>	SSPI
X	Amount FNMA Recovered	<Number as Decimal> <########.## >	Total P&I Collections x advance rate (net interest)

6

Program	EAF and Sub-Servicer	One record per loan
Description:	P&I Loans Brought Current
Frequency:	Monthly
File Type:	Tab delimited csv file
File Name:	LoanCurrent_Monthly<Servicer Name>_<MMDDYYTY>.csv
Business Owner:	SF Ops

18
Required	Business Name	Allowable Values	Description
X	Master Servicer Number	<TEXT>	9 digit number assigned by FNMA
X	Sub-servicer Number	<TEXT>	9 digit number assigned by FNMA
X	Previous Servicer Number	<TEXT>	Legacy servicer’s FNMA seller/servicer ID
X	Program Type	<TEXT>	EAF or SUB
X	FNMA Status Code	<TEXT>	See legend for examples
X	Branch ID	<TEXT>	FNMA Branch ID identifier
X	Investor Number	<TEXT>	Number associated with the pool of loans
X	Effective Date	<MM/DD/YYYY>	Effective date of the data
X	FNMA Loan Number	<TEXT>	Unique 10 digit loan number assigned by FNMA
	Servicer Loan Number	<TEXT>	Loan number assigned by servicer
X	FNMA Remittance Type	<TEXT>	AA, SS, SA, MBS, MRS, RPM, EXP
X	Current UPB	<Number as Decimal> <#########.##>	UPB after transaction
X	Next Payment Due Date	<MM/DD/YYYY>	Due date of loan after last payment received
X	Last Paid Installment Date	<MM/DD/YYYY>	The last installment paid
X	Date Payment Received	<MM/DD/YYYY>	Date payment was received by servicer
X	P&I Recovered	<Number as Decimal> <#########.##>	Total amount of P&I recovered within reporting cycle
X	Principal Recovered	<Number as Decimal> <#########.##>	Total amount of principal recovered within reporting cycle
X	Interest Recovered	<Number as Decimal> <#########.##>	Total amount of interest recovered within reporting cycle

7

Program:	EAF and Sub-Servicer	One record per loan
Description:	Trial Balance
Frequency:	Monthly
File Type:	Tab delimited csv file
File Name:	TrialBal_Weekly_<Servicer Name>_<MMDDYYYY>.csv
Business Owner:	NSO

18
Required	Business Name	Allowable Values	Description
X	Master Servicer Number	<TEXT>	9 digit number assigned by FNMA
X	Sub-servicer Number	<TEXT>	9 digit number assigned by FNMA
X	Previous Servicer Number	<TEXT>	Legacy servicer’s FNMA seller/servicer ID
X	Program Type	<TEXT>	EAF or SUB
X	FNMA Status Code	<TEXT>	See legend for examples
X	Branch ID	<TEXT>	FNMA Branch ID identifier
X	Investor Number	<TEXT>	Number associated with the pool of loans
X	Effective Date	<MM/DD/YYYY>	Effective date of the data
X	FNMA Loan Number	<TEXT>	Unique 10 digit loan number assigned by FNMA
X	Servicer Loan Number	<TEXT>	Loan number assigned by servicer
X	FNMA Remittance Type	<TEXT>	AA, SS, SA, MBS, MRS, RPM, EXP
X	Current UPB	<Number as Decimal> <#########.##>	UPB after transaction
X	Next Payment Due Date	<MM/DD/YYYY>	Due date of loan after last payment received
X	Last Paid Installment Date	<MM/DD/YYYY>	The last installment paid
X	P&I Advance Balance	<Number as Decimal> <#########.##>	Total outstanding P&I advance balance (net Interest)
X	Corp Advance Balance	<Number as Decimal> <#########.##>	Total outstanding Corp advance balance
X	Escrow Advance Balance	<Number as Decimal> <#########.##>	Total outstanding Escrow advance balance
X	Total Advance Balance	<Number as Decimal> ##########.##>	Total outstanding advance balance (P&I + Escrow Corp)

8

Program:	Sub-Servicer	One record per claim filed
Description:	571 Claims
Frequency:	Daily
File Type:	Tab delimited csv file
File Name:	ClaimsFile_Daily<Servicer Name>_<MMDDYYYY>.csv
Business Owner:	NSO

11
Required.	Business Name	Allowable Values	Description
X	Master Servicer Number	<TEXT>	9 digit number assigned by FNMA
X	Sub-servicer Number	<TEXT>	9 digit number assigned by FNMA
X	Previous Servicer Number	<TEXT>	Legacy servicer’s FNMA seller/servicer ID
X	Program Type	<TEXT>	EAF or SUB
X	FNMA Status Code	<TEXT>	See legend for examples
X	Branch ID	<TEXT>	FNMA Branch ID identifier
X	Investor Number	<TEXT>	Number associated with the pool of loans
X	Effective Date	<MM/DD/YYYY>	Effective date of the data
X	FNMA Loan Number	<TEXT>	Unique 10 digit loan number assigned by FNMA
X	Servicer Loan Number	<TEXT>	Loan number assigned by servicer
	FNMA Remittance Type	<TEXT>	AA, SS, SA, MBS, MRS, RPM, EXP
X	Claim Amount	<Number as Decimal> <#########.##	Total Amount of the claim submitted to AMN

9

Program:	Sub-Servicer	One record for each transaction posted, reversals are negative
Description:	Daily Collections Detail	*Report balances to bank statements (Clearing, P&I, T&I)
Frequency:	Daily
File Type:	Tab delimited csv file
File Name:	DailyCollection_Daily_<Servicer Name>_MMDDYYYY.csv
Business Owner:	NSO / SF Ops

30
Required	Business Name	Allowable Values	Description
X	Master Servicer Number	<TEXT>	9 digit number assigned by FNMA
X	Sub-servicer Number	<TEXT>	9 digit number assigned by FNMA
X	Previous Servicer Number	<TEXT>	Legacy servicer’s FNMA seller/servicer ID
X	Program Type	<TEXT>	EAF or SUB
X	FNMA Status Code	<TEXT>	See legend for examples
X	Branch ID	<TEXT>	FNMA Branch ID identifier
X	Investor Number	<TEXT>	Number associated with the pool of loans
X	Effective Date	<MM/DD/YYYY>	Effective date of the data
X	FNMA Loan Number	<TEXT>	Unique 10 digit loan number assigned by FNMA
X	Servicer Loan Number	<TEXT>	Loan number assigned by servicer
X	FNMA Remittance Type	<TEXT>	AA, SS, SA, MBS, MRS, RPM, EXP
X	Current UPB	<Number as Decimal> <#########.##>	UPB after transaction
X	Next Payment Due Date	<MM/DD/YYYY>	Due date of loan after last payment received
X	Last Paid Installment Date	<MM/DD/YYYY>	The last installment paid
X	Date Payment Received	<MM/DD/YYYY>	Date payment was received by servicer
X	Payment Total Received	<Number as Decimal> <#########.##>	Transaction amount posted (ties to clearing account)
X	Total P&I Collections	<Number as Decimal> <#########.##>	Principal and Net Interest for transaction(ties to custodial account)
X	Total T&I Collections	<Number as Decimal> <#########.##	Escrow amount posted for transaction (ties to T&I custodial account)
X	Suspense Amount	<Number as Decimal> <##########.##>	Amount not applied to loan for transaction
X	Late Charges	<Number as Decimal> <#########.##>	Late charges applied to loan for transaction
X	Gross Interest	<Number as Decimal> <#########.##>	Gross interest amount collected for transaction
X	Net Interest	<Number as Decimal> <#########.##>	Net interest amount collected for transaction
X	Service Fee Rate	<Number as Decimal> <#####.#####>	Rate at which SF is calculated
X	Service Fee Amount	<Number as Decimal> <#########.##>	Service Fee amount collected for transaction
X	Pre-Paid Principal	<Number as Decimal> <#########.##>	Pre-paid principal collected for transaction
X	Pre-Paid Interest	<Number as Decimal> <#########.##>	Pre-paid interest collected for transaction
X	Pre-Paid Service Fee	<Number as Decimal> <#########.##>	Pre-paid service fee collected for transaction
X	Paid In Full Principal	<Number as Decimal> <#########.##>	Principal applied on paid-in-full loan for transaction

10

30
Required	Business Name	Allowable Values	Description
X	Paid In Full Interest	<Number as Decimal> <#########.##>	Interest applied on paid-in-full loan for transaction
X	Curtailment	<Number as Decimal> <#########.##>	Unscheduled prin applied to reduce UPB for transaction
	Excess Service Fee Rate	<Number as Decimal> <#####.#####>
	Excess Service Fee Amount	<Number as Decimal> <##########.##>
	IO Strip	<Number as Decimal> <#########.##>

11

Program:	Sub-Servicer	One record for each delinquent payment
Description:	Delinquency Detail
Frequency:	Daily AdHoc (select remittance type)
File Type:	Tab delimited csv file
File Name:	DeliDetail_Weekly<Servicer Name><MMDDYYTY>.csv
Business Owner:	SF Ops

23
Required	Business Name	Allowable Values	Description
X	Master Servicer Number.	<TEXT>	9 digit number assigned by FNMA
X	Sub-servicer Number	<TEXT>	9 digit number assigned by FNMA
X	Previous Servicer Number	<TEXT>	Legacy servicer’s FNMA seller/servicer ID
X	Program Type	<TEXT>	EAF or SUB
X	FNMA Status Code	<TEXT>	See legend for examples
X	Branch ID	<TEXT>	FNMA Branch ID identifier
X	Investor Number	<TEXT>	Number associated with the pool of loans
X	Effective Date	<MM/DD/YYYY>	Effective date of the data
X	FNMA loan Number	<TEXT>	Unique 10 digit loan number assigned by FNMA
X	Servicer Loan Number	<TEXT>	Loan number assigned by servicer
X	FNMA Remittance Type	<TEXT>	AA, SS, SA, MBS, MRS, RPM, EXP
X	Current UPB	<Number as Decimal> <#########.##>	UPB after last transaction posted
X	Next Payment Due Date	<MM/DD/YYYY>	Due date of loan after last payment received
X	Last Paid Installment Date	<MM/DD/YYYY>	The last installment paid
X	Delinquent P&1	<Number as Decimal> <##########.##>	Principal and net interest due per payment
X	Delinquent Principal	<Number as Decimal> <#########.##>	Principal due per payment
X	Delinquent Interest	<Number as Decimal> <#########.##>	Net Interest due per payment
X	Delinquent Service Fee	<Number as Decimal> <#########.##>	Service fee due per payment
X	Delinquent Months	<Number>	Number of months of delinquent
X	Interest Type	<TEXT>	Amortization Type of Loan
X	Interest Only in Reporting Month	<TEXT>	Interest only identifier Y or N
X	Current Interest Rate	<Number as Decimal> <#####.#####>	Current interest rate on the loan
X	Loan Term	<Number>	Term of the loan
	Excess Service Fee Rate	<Number as Decimal> #########.##>
	Excess Service Fee Amount	<Number as Decimal> <#########.##>
	IO Strip	<Number as Decimal> <#########.##>

12

Program:	Sub-Servicer	One record per loan
Description:	Interest Shortfall
Frequency:	Monthly
File Type:	Tab delimited csv file
File Name:	IntShortfall_Monthly_<Servicer Name>_<MMDDYYYY>.csv
Business Owner:	SF Ops

18
Required	Business Name	Allowable Values	Description
X	Master Servicer Number	<TEXT>	9 digit number assigned by FNMA
X	Sub-servicer Number	<TEXT>	9 digit number assigned by FNMA
X	Previous Servicer Number	<TEXT>	Legacy servicer’s FNMA seller/servicer ID
X	Program Type	<TEXT>	EAF or SUB
X	FNMA Status Code	<TEXT>	See legend for examples
X	Branch ID	<TEXT>	FNMA Branch ID identifier
X	Investor Number	<TEXT>	Number associated with the pool of loans
X	Effective Date	<MM/DD/YYYY>	Effective date of the data
X	FNMA Loan Number	<TEXT>	Unique 10 digit loan number assigned by FNMA
X	Servicer Loan Number	<TEXT>	Loan number assigned by servicer
X	FNMA Remittance Type	<TEXT>	AA, SS, SA, MBS, MRS, RPM, EXP
X	Curtailment Adjustment	<Number as Decimal> <#########.##>	Interest shortfall caused from scheduled vs. actual interest collected
X	Curtailment	<Number as Decimal> <#########.##>	Unscheduled prin applied to reduce UPB for transaction
X	Scheduled P&I Payment	<Number as Decimal> <#########.##>	Scheduled amount of P&I due at remit
X	Scheduled Principal	<Number as Decimal> <#########.##>	Scheduled amount of principal due at remit
X	Scheduled Interest	<Number as Decimal> <#########.##>	Scheduled amount of interest due at remit
X	Interest Type	<TEXT>	Amortization Type of Loan
X	Current Interest Rate	<Number as Decimal> <#########.##>	Current interest rate on the loan

13

Program:	Sub-Servicer	One record per loan
Description:	Loan Population / Boarding File
Frequency:	At Transfer
File Type:	Tab delimited csv file
File Name:	BoardingFile_Daily<Servicer Name>_<MMDDYYYY>.csv
Business Owner:	NSO

16
Required	Business Name	Allowable Values	Description
X	Master Servicer Number	<TEXT>	9 digit number assigned by FNMA
X	Sub-servicer Number	<TEXT>	9 digit number assigned by FNMA
X	Previous Servicer Number	<TEXT>	Legacy servicer’s FNMA seller/servicer ID
X	Program Type	<TEXT>	EAF or SUB
X	Branch ID	<TEXT>	FNMA Branch ID identifier
X	Investor Number	<TEXT>	Number associated with the pool of loans
X	FNMA Loan Number	<TEXT>	Unique 10 digit loan number assigned by FNMA
X	Servicer Loan Number	<TEXT>	Loan number assigned by servicer
X	FNMA Remittance Type	<TEXT>	AA, SS, SA, MBS, MRS, RPM, EXP
X	Current UPB	<Number as Decimal> <#########.##>	UPB boarded at transfer
X	Next Payment Due Date	<MM/DD/YYYY>	Due date of loan after last payment received
	Delinquent Principal	<Number as Decimal> <#########.##>	Principal due on loan at transfer
	Delinquent Interest	<Number as Decimal> <#########.##>	Interest due on loan at transfer
	Delinquent Service Fee	<Number as Decimal> <##########.##>	Service fee due on loan at transfer
X	Last Paid Installment Date	<Number>	The last installment paid
	P&I Advance Balance	<Number as Decimal> <#########.##>	Legacy P&I advance balance at transfer
X	Corp Advance Balance	<Number as Decimal> <#########.##>	LegacyCorp advance balance at transfer
X	Escrow Advance Balance	<Number as Decimal> <#########.##>	Legacy Escrow advance balance at transfer
X	Total Advance Balance	<Number as Decimal> <#########.##>	Total outstanding advance balance (P&I + Escrow Corp)
X	Gfee Rate	<Number as Decimal> <#########.##>	Rate at which Gfee is calculated

14

Program:	Sub-Servicer
Description:	P&I Draft Summary
Frequency:	Bi-Monthly
File Type:	Tab delimited csv file
File Name:	DraftSummary_Weekly_<Servicer Name>_<MMDDYYYY>.csv
Business Owner:	SF Ops

14
Required	Business Name	Allowable Values	Description
X	Master Servicer Number	<TEXT>	9 digit number assigned by FNMA
X	Sub-servicer Number	<TEXT>	9 digit number assigned by FNMA
X	Previous Servicer Number	<TEXT>	Legacy servicer’s FNMA seller/servicer ID
X	Program Type	<TEXT>	EAF or SUB
X	Branch ID	<TEXT>	FNMA Branch ID identifier
X	Investor Number	<TEXT>	Number associated with the pool of loans
X	Draft Date	<MM/DD/YYYY>	Date FNMA drafts remittance amount
X	Reclass DLRS Credits	<TEXT>
X	MBS P&I Draft Amount	<Number as Decimal> <#########.##>	Total MBS Draft Amount
X	MRS P&I Draft Amount	<Number as Decimal> <#########.##>	Total MRS Draft Amount
X	MBS P&I Advance Amount	<Number as Decimal> <#########.##>	Total MBS Advance Amount
X	MRS P&I Advance Amount	<Number as Decimal> <#########.##>	Total MRS Advance Amount
X	MBS Collections	<Number as Decimal> <#########.##>	Total MBS Collections
X	MRS Collections	<Number as Decimal> <#########.##>	Total MRS Collections

15

Program:	Sub-Servicer	One record per loan as of FNMA reporting cycle cut off
Description:	Remittance Detail
Frequency:	2 Business Days Prior to Draft
File Type:	Tab delimited csv file
File Name:	RemitDetail_Daily_<Servicer Name>_<MMDDYYYY>.csv
Business Owner:	SF Ops

36
Required	Business Name	Allowable Values	Description
X	Master Servicer Number	<TEXT>	9 digit number assigned by FNMA
X	Sub-servicer Number	<TEXT>	9 digit number assigned by FNMA
X	Previous Servicer Number	<TEXT>	Legacy servicer’s FNMA seller/servicer ID
X	Program Type	<TEXT>	EAF or SUB
X	FNMA Status Code	<TEXT>	See legend for examples
X	Branch ID	<TEXT>	FNMA Branch ID identifier
X	Investor Number	<TEXT>	Number associated with the pool of loans
X	Effective Date	<MM/DD/YYYY>	Effective date of the data
X	FNMA Loan Number	<TEXT>	Unique 10 digit loan number assigned by FNMA
X	Servicer Loan Number	<TEXT>	Loan number assigned by servicer
X	FNMA Remittance Type	<TEXT>	SS, SA, MBS, MRS, RPM, EXP ,
X	FNMA Remittance Amount	<Number as Decimal> <#########.##>	Amount remitted to FNMA
X	Beginning UPB	<Number as Decimal> <#########.##>	UPB prior to transaction
X	Current UPB	<Number as Decimal> <#########.##>	UPB at reporting cycle close
X	Next Payment Due Date	<MM/DD/YYYY>	Due date of loan after last payment received
X	Last Paid Installment Date	<MM/DD/YYYY>	The last installment paid
X	P&I Constant	<Number as Decimal> <#########.##>	Principal and Gross Interest
X	Principal	<Number as Decimal> <#########.##>	Principal remitted or due
X	Net Interest	<Number as Decimal> <#########.##>	Net interest remitted or due
X	Service Fee Rate	<Number as Decimal> <######.#####>	Rate at which SF is calculated
X	Service Fee Amount	<Number as Decimal> <#########.##>	Service Fee due to FNMA
X	Gfee Rate	<Number as Decimal> <#####.#####>	Rate at which Gfee is calculated
X	Gfee Amount	<Number as Decimal> <#########.##>	Gfee remitted or due
X	LPMI	<Number as Decimal> <#########.##>	Lender paid mortgage insurance premium due
X	Interest on Curtailment Adj	<Number as Decimal> <#########.##>	Adjustment applied to curtailment
X	Paid in full Principal	<Number as Decimal> <#########.##>	Paid-in-full principal remitted or due
X	Paid in full Interest	<Number as Decimal> <#########.##>	Paid-in-full interest remitted or due
X	Paid in Full Interest Adjustment	<Number as Decimal> <#########.##>	Interest adjustment from interest shortfall on paid-in-full loan

16

36
Required	Business Name	Allowable Values	Description
X	Curtailment	<Number as Decimal> <#########.##>	Unscheduled prin applied to reduce UPS
X	FNMA Remittance Date	<MM/DD/YYYY>	Date funds drafted by FNMA
X	Current Scheduled UPB	<Number as Decimal> <#########.##>	Scheduled UPB after transaction
X	Scheduled P&I Payment	<Number as Decimal> <#########.##>	Scheduled amount of P&I due at remit
X	Interest Type	<TEXT>	Amortization Type of Loan
X	Interest Only In Reporting Month	<TEXT>	Interest only identifier Y or N
X	Current Interest Rate	<Number as Decimal> <#########.##>	Current interest rate on the loan
X	Loan Term	<Number>	Term of the loan
	Excess Service Fee Rate	<Number as Decimal> <##########.##>
	Excess Service Fee Amount	<Number as Decimal> <#########.##>
	IO Strip	<Number as Decimal> <#########.##>

17

Data Dictionary Legend

FNMA Status Codes
Code	Description
0	Current/Active/Standard Default
12	Relief provisions
15	Bankruptcy/litigation
20	Referred for deed-in-lieu or assignment
30	Referred for foreclosure
59	Out of Portfolio (OOPs) repurchases
60	Liquidated — Payoff
65	Liquidated — Repurchase
66	Liquidated — MBS substitution
70	Liquidated — Held for sale
71	Liquidated — 3rd party sale/condemnation
72	Liquidated — Pending conveyance
74	Assigned to Federal Housing Administration (FHA)/ Veterans Administration (VA)
80	Liquidated — Sold to Private Label Security
90	Loan liquidated in error and read to book of business source system. Not represent an actual loan liquidation.
91	Dissolution. Loan erroneously entered on source system and required to be liquidated to remove from source systems.
99	Other/error

Advances/Recoveries Type
Code	Description
LEGC	Legacy Servicer Corporate Advances/Recoveries
LEGE	Legacy Servicer Escrow Advances/Recoveries
CORP	On-going Corporate Advances/Recoveries
ESCR	On-going Escrow Advances/Recoveries
CMOD	Capitalized Corporate Advances/Recoveries as a result of modification
EMOD	Capitalized Escrow Advances/Recoveries as a result of modification
SCRA	Soldiers and Sailors Buydown expenses
LCLM	Legacy Corporate Advances/Recoveries which a claim will be requested from the legacy servicer
571C	Corporate Recoveries paid thru 571 process
571E	Escrow Recoveries paid thru 571 process

FNMA Remittance Type
Code	Description
AA	Actual/Actual
SS	Scheduled/Scheduled
SA	Scheduled/Actual
MBS	Mortgage Backed Security
MRS	Mortgage Remittance System
RPM	Rapid Payment Method
EXP	Express

18

571 Codes
Code	Description,	Category
20	Foreclosure Fee (20)	Attorney
21	Bankruptcy Fee (21)	Attorney
22	Deed In Lieu Fee (22)	Attorney
23	Possessory/Eviction Fee (23)	Attorney
24	Summary Judgment Fee (24)	Attorney
25	Proceeding Subsequent Fee (25)	Attorney
26	Fannie Mae-Approved Additional Fees (26)	Attorney
29	Unclassified Attorney Fees (29)	Attorney
39	Unclassified Additional Fees (39)	Attorney
40	Certified Mail Costs (40)	Foreclosure Costs
41	Eviction Costs (41)	Foreclosure Costs
42	Posting Costs (42)	Foreclosure Costs
43	Costs of Announcing Postponement (43)	Foreclosure Costs
44	Publication Notice Costs (44)	Foreclosure Costs
45	Recordation Costs: Notice of Default (45)	Foreclosure Costs
46	Recordation Costs: Substitution Trustee (46)	Foreclosure Costs
47	Recordation Costs: Sheriffs Deed (47)	Foreclosure Costs
48	Sheriffs Fees & Costs (48)	Foreclosure Costs
49	Trustee Sale (49)	Attorney
50	Cost of Title Examination/Abstract (50)	Foreclosure Costs
51	Cash for Keys/Relocation Expense (51)	Foreclosure Costs
52	Moving and Storage (52)	Foreclosure Costs
59	Unclassified Foreclosure Cost & Expense (59)	Foreclosure Costs
60	Hazard Premium (60)	Insurance
61	MI Premium (61)	Insurance
62	Flood Premium (62)	Insurance
63	Title Insurance (63)	Insurance
64	Dues (64)	Owners Association
69	Unclassified Dues (69)	Owners Association
80	Appraisal (80)	Appraisal
89	Unclassified Appraisal Fees (89)	Appraisal
100	Broker’s Price Opinion (100)	Appraisal
120	Property Inspection Fees (120)	Appraisal
140	Electricity (140)	Utility
141	Gas (141)	Utility
142	Water (142)	Utility
149	Unclassified Utility (149)	Utility
200	Boarding Up (200)	Property Preservation
201	Cleaning — Periodic (201)	Property Preservation
202	Landscaping — Periodic (202)	Property Preservation
203	Locksmith (203)	Property Preservation
204	Maintenance/Yard Work (204)	Property Preservation
205	Repairs — Miscellaneous (205)	Property Preservation
206	Termite Treatment/Inspection (206)	Property Preservation
207	Trash Removal (207)	Property Preservation
209	Unclassified Property Preservation Fees (209)	Property Preservation
220	Closing Costs (220)	Miscellaneous
240	Workout Fee (240)	Miscellaneous
250	Participation (250)	Miscellaneous

19

571 Codes
Code	Description,	Category
260	Other (260)	Miscellaneous
280	Escrow Balance (280)	Deductible
281	Hazard Refund (281)	Deductible
282	Rental Proceeds (282)	Deductible
283	Other Credits (283)	Deductible
290	Cleaning — Initial (290)	Property Preservation
291	Landscaping — Initial (291)	Property Preservation
292	Trash Dumping Fees (292)	Property Preservation
293	Winterization/De-winterization (293)	Property Preservation
294	Snow Removal (294)	Property Preservation
295	Swimming Pool — Initial Service (295)	Property Preservation
296	Swimming Pool — Periodic Service (296)	Property Preservation
297	Minor Repairs — Swimming Pool (297)	Property Preservation
298	Minor Repairs — Sprinkler Service (298)	Property Preservation
299	Minor Repairs — HVAC Service (299)	Property Preservation
301	Service Fee (301)	Property Preservation
502	Unclassified Taxes (502)	Taxes
504	State Tax (504)	Taxes
505	County Tax (505)	Taxes
506	City Tax (506)	Taxes
507	Property Tax (507)	Taxes
508	Ground Rent Tax (508)	Taxes
509	School Tax (509)	Taxes
510	Sewer Tax (510)	Taxes
511	Other Tax (511)	Taxes

20

EX-10.4

Exhibit 10.4

CONFIDENTIAL TREATMENT REQUESTED

STRATEGIC RELATIONSHIP AGREEMENT

between

FANNIE MAE

and

NATIONSTAR MORTGAGE LLC

Dated December 16, 2009

TABLE OF CONTENTS

1. Strategic Relationship		2
1.1	Recitals	2
1.2	Servicing Transfers	2
1.3	Establishment of Division	2
1.4	Transfer of Division into Servicing Subsidiary	3
1.5	Call Option	8
1.6	Relationship Manager	10
1.7	Advisory Committee	10
2. Servicing Standards		12
2.1	Subservicing	13
2.2	Servicing.	13
2.3	Compensation and Fees	13
2.4	Advance Facility.	14
2.5	Representations, Warranties and Indemnifications	15
2.6	Monthly Report	16
2.7	Separate Identification Number	16
2.8	Ownership	16
3. Responsibilities of Nationstar		17
3.1	Possession of Mortgage Loan Files	17
3.2	Review of Past Servicing Activities	17
3.3	Third Party Notices	18
3.4	Assignments	18
3.5	Hazard Insurance	19
3.6	Establishment and Maintenance of Custodial Accounts for Subservicing	19
3.7	Modifications	19
3.8	Recourse	20
3.9	Document Custodian	20
3.10	Non-Solicitation	20
3.11	Litigation	20
4. Loan Performance Advisor		21
4.1	Access to Data	21
4.2	Cooperation	22
5. Representations and Warranties and Covenants of Nationstar		22
5.1	Representations	22
5.2	Affirmative Covenants of Nationstar	26
5.3	Negative Covenants of Nationstar	30
5.4	Notice of Certain Occurrences	32
6. Confidential Information		33
7. Consumer Personal Information		33
8. Information Security Standards and Reviews		34
9. Electronic Incident Reporting		34
10. Use of Name		35
11. Business Continuity		35

12. Staff and Facilities		35
13. Customer Complaints		35
13.1	Provision of Complaints	35
13.2	Tracking Complaints	35
14. Events Of Default		36
14.1	Events of Default. The following events shall be “Events of Default”:	36
15. Indemnifications		37
15.1	Servicer Indemnification	37
15.2	Fannie Mae Indemnification	37
15.3	Control of Defense	37
16. Term and Termination		37
16.1	Term	37
16.2	Automatic Termination	38
16.3	Termination of Agreement by Fannie Mae With Cause	38
16.4	Termination of Agreement by Fannie Mae Without Cause	38
16.5	Termination of Agreement for Regulatory Event	39
16.6	Termination and Purchase of Fannie Mae Servicing Rights	39
16.7	Termination of Agreement by Nationstar	39
16.8	Termination of Subservicing Agreements	40
16.9	Termination of Servicing of REO Properties	40
16.10	Impact on MSSC	40
16.11	Survival	40
16.12	Disengagement Assistance	40
16.13	Recapture of MSR Subsidy	40
17. Access to Records		41
18. Waivers		41
19. Entire Agreement; Amendment		42
20. Applicable Law		42
21. Relationship of Parties		42
22. Severability of Provisions		42
23. Waiver of Trial by Jury		42
24. Assignability		42
25. Signatures/Counterparts		43
26. Notices		43
27. Informal Dispute Resolution		44
27.1	Relationship Executives	44
27.2	Advisory Committee	44
27.3	Lead Executives	44
28. Conflict with Fannie Mae Guides		45
29. Definitions		45

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Exhibit A     High Touch Servicing Protocols

Exhibit B     Loan Performance Advisor — Data Fields

Exhibit C     Form of Guaranty

Exhibit D     List of Ancillary Fees

Exhibit E     List of Bank Charges

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Seller/Servicer #24147

Strategic Relationship Agreement

This Strategic Relationship Agreement is made by and between Fannie Mae, a corporation organized and existing under the laws of the United States (“Fannie Mae”), and Nationstar Mortgage LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Nationstar”), as of the 16^th day of December, 2009 (the “Effective Date”).

RECITALS

WHEREAS, Fannie Mae and Nationstar have entered into a certain Mortgage Selling and Servicing Contract dated as of August 6, 1997, as supplemented by a certain Nationstar Supplemental Servicing Agreement dated as of November 14, 2008 and a certain Supplemental Servicing Agreement dated as of September 30, 2009, along with certain variances thereto (the “MSSC”);

WHEREAS, Fannie Mae and Nationstar have entered into a certain Senior Secured Credit Agreement dated as of October 1, 2009 and a certain Amended and Restated Servicer Advance Early Reimbursement Mechanics Addendum dated as of September 30, 2009;

WHEREAS, Fannie Mae and Nationstar desire to establish a strategic relationship pursuant to which Fannie Mae from time to time may designate Nationstar as a “high touch” servicer or subservicer that is eligible to acquire servicing rights or enter into subservicing agreements with respect to mortgage loans owned by Fannie Mae or by securitization trusts formed by Fannie Mae, in each case pursuant to a transfer facilitated by Fannie Mae;

WHEREAS, Fannie Mae and Nationstar desire to enter into this Agreement for the purpose of setting forth the terms and conditions of this strategic relationship and, where applicable, providing for the amendment or supplement of the MSSC with respect to Fannie Mae Rights (as hereinafter defined) that Nationstar acquires on or after the Effective Date and Fannie Mae Subservicing Appointments (as hereafter defined) that Nationstar accepts on or after such date; and

WHEREAS, this Agreement shall be effective as of the Effective Date and shall apply to all Fannie Mae Rights that are transferred to and accepted by Nationstar on or after the Effective Date.

NOW THEREFORE, in consideration of the mutual covenants and undertakings set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Fannie Mae and Nationstar hereby agree as follows.

AGREEMENTS

1. Strategic Relationship.

     1.1 Recitals. The Recitals are incorporated into this Agreement.

     1.2 Servicing Transfers. From time to time, Fannie Mae may (a) work with one or more approved servicers to sell, transfer, convey, and assign Servicing Rights for certain Mortgage Loans to Nationstar; (b) work with one or more approved servicers to appoint Nationstar to provide Subservicing for certain Mortgage Loans for such servicers, or (c) appoint Nationstar to provide Subservicing for certain Mortgage Loans for which Fannie Mae is the Servicer. If a Prior Servicer hires Servicer as a subservicer and retains its ownership of the Servicing Rights, such Prior Servicer will be relieved of its related day-to-day Servicing obligations but will have continued liability for certain of its obligations as further described in the applicable Subservicing Agreement. This Agreement shall apply to all such Servicing or Subservicing (whether the direct Servicer is Fannie Mae or a Prior Servicer), as applicable. Fannie Mae shall consider and consult in good faith with Nationstar about providing financing for subsequent purchases of Fannie Mae Servicing Rights.

     1.3 Establishment of Division. Within six (6) months after the Effective Date, Nationstar shall establish a newly created operating division of Nationstar that shall be responsible for conducting the Servicing or Subservicing, as the case may be, of the Mortgage Loans pursuant to this Agreement and the Ancillary Documents (the “Division”).

               1.3.1 Baseline Servicing Functions. The Division shall immediately hold sufficient properties, assets, employees and rights to perform the Baseline Servicing Functions. All other Servicing Functions shall be performed by Nationstar on behalf of the Division. Nationstar may assess the costs of providing such other Servicing Functions to the Division in an amount equal to Nationstar’s direct costs plus a reasonable allocation under an allocation methodology based on changing circumstances, modified from time to time, by Nationstar and reasonably acceptable to Fannie Mae of Nationstar’s overhead or general corporate costs.

               1.3.2 Separation of Operations. The Division, which shall not be a separate legal entity, shall be operated in a manner that is, to the extent practicable or otherwise required hereunder, internally separate and distinct from the general servicing and subservicing business of Nationstar, it being understood that, unless otherwise provided herein, Nationstar will provide the Corporate Services and Subsidiary Servicing Functions. The Division shall be staffed with Dedicated Employees to perform the functions detailed in Section 1.3.1 and maintain separate financial records so as to enable Nationstar to comply with its obligations under this Agreement.

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               1.3.3 External References. Notwithstanding the foregoing, Nationstar shall not externally distinguish the Division from its general servicing and subservicing operations, the Division shall not use a separate trade or fictitious name and the Division shall not separately identify itself from Nationstar in its dealings with Mortgagors, Investors, Insurers, Governmental Authorities, counterparties under Contractual Obligations, or other third parties. Nationstar shall cause the Division to perform under this Agreement and the Ancillary Documents, and Nationstar shall remain contractually responsible for all Contractual Obligations under this Agreement and the Ancillary Documents.

               1.3.4 Assumption of Servicing Functions. Within the time frames established in the Annual Business Plans, increasing amounts of the Servicing Functions will be performed by Dedicated Employees of the Division when Nationstar and Fannie Mae jointly determine it is economically and administratively feasible to do so based on, among other factors, the volume of Fannie Mae Rights being administered by the Division.

               1.3.5 Transition Period. Between the Effective Date and the date that the Division commences operation, Nationstar and Fannie Mae shall continue to operate under this Agreement and the Ancillary Documents without interruption.

     1.4 Transfer of Division into Servicing Subsidiary. At any time during the term of this Agreement following the transfer, or written binding and non-terminable commitment to transfer within thirty (30) days to, Nationstar of Fannie Mae Rights (excluding the Excluded Assets) with an aggregate outstanding principal balance of $15 billion or more but in no event earlier than nine (9) months after the Effective Date, Fannie Mae may elect to require Nationstar to transfer the business of the Division (other than the Excluded Assets) to a newly formed subsidiary (which shall be a Delaware limited liability company unless otherwise agreed to by the Parties) wholly-owned by Nationstar (the “Servicing Subsidiary”). The Servicing Subsidiary shall be created and operating within six (6) months of such notice (or as soon as reasonably practicable thereafter, including taking into account the time needed to obtain necessary governmental and other approvals required in connection with such transfer). Unless and until Fannie Mae makes such election and the transfer to the Servicing Subsidiary is completed, the Fannie Mae Rights will remain within the Division.

               1.4.1 Effecting the Transfer. The Servicing Subsidiary shall enter into a separate Mortgage Selling and Servicing Contract with Fannie Mae, which shall constitute a Contract, and the Servicing Subsidiary shall assume all of Nationstar’s obligations under this Agreement and the related Ancillary Documents. At the point of such assumption, the Servicing Subsidiary shall assume all rights, responsibilities and obligations relating to the Servicing and Subservicing hereunder (other than any Mortgage Loans relating to the Excluded Assets) pertaining to the period on and after such assumption, and it shall be deemed to have made all of the representations and warranties of Nationstar set forth in Section 5.1.1 as of the date it assumes this Agreement; references in this Agreement to Nationstar (but not to Nationstar Mortgage LLC) or the Division shall mean the Servicing Subsidiary, and

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Nationstar Mortgage LLC shall have no further rights, responsibilities or obligations under this Agreement and the related Servicing Agreements and Subservicing Agreements pertaining to the Fannie Mae Rights except as explicitly set forth in this Agreement. The transfer shall include, but not be limited to, formation of the new business entity; obtaining licenses or approvals from all applicable licensing entities necessary to conduct the business in the same manner as conducted by the Division at the time of such transfer; the execution of a new, NDA by and between Fannie Mae and the Servicing Subsidiary (substantially similar to the NDA); the transfer to the Servicing Subsidiary of substantially all of the properties, assets, employees and rights of the Division (including the Fannie Mae Rights that are not Excluded Assets and excluding all properties, assets, employees and rights of the Division principally related to the Excluded Assets) that principally are used to conduct the business of Servicing and Subservicing the Fannie Mae Rights; and liabilities and obligations of Nationstar and the Division principally related to the assets, properties, employees and rights being transferred to the Servicing Subsidiary pertaining to the period on and after such transfer.

               1.4.2 Servicing Functions. Nationstar Mortgage LLC shall ensure that, effective as of the commencement of the Servicing Subsidiary’s operations, the Servicing Subsidiary is capable of and is performing all of the Baseline Servicing Functions, and Subsidiary Servicing Functions. Until such time as the call option (described in paragraph 1.5 below) is exercised, Nationstar Mortgage LLC may continue to perform the Corporate Services on behalf of the Servicing Subsidiary pursuant to a Shared Services Agreement. Nationstar Mortgage LLC may assess the costs of providing the Corporate Services to the Servicing Subsidiary in an amount equal to Nationstar’s direct costs plus a reasonable allocation under an allocation methodology based on changing circumstances, modified from time to time, by Nationstar Mortgage LLC and reasonably acceptable to Fannie Mae of Nationstar’s overhead or general corporate costs.

               1.4.3 Technology Agreements. Pursuant to one or more mutually agreeable, commercially reasonable, industry standard agreements, Nationstar Mortgage LLC shall (i) if permissible, sub-license to the Servicing Subsidiary, or obtain at Fannie Mae’s cost a new mutually agreeable, commercially reasonable industry standard license to, all third-party technology and (ii) grant to the Servicing Subsidiary a perpetual, nontransferable, nonexclusive, paid up, royalty free license to use the proprietary application software programs (including all related documentation) and other technology of Nationstar Mortgage LLC (provided that the right to all future updates, modifications and enhancements shall cease at the expiration of Nationstar or Nationstar Mortgage LLC’s obligation to provide Shared Services under this Agreement), in each case that is necessary or appropriate to operate the Servicing Subsidiary in the manner in which the Division operated prior to the transfer (taking into account the retention of the Excluded Assets by Nationstar Mortgage LLC and the assumption by the Servicing Subsidiary of all of the Shared Services pertaining to the Servicing and Subservicing functions). On or before the effective date of transfer of the assets to

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the Servicing Subsidiary, Nationstar Mortgage LLC shall place the proprietary software programs in escrow with an escrow agent approved by the Servicing Subsidiary (such approval not to be unreasonably withheld) and shall thereafter ensure that such escrow contains a then-current copy of the proprietary software programs and any updates, upgrades, maintenance releases, patches, bug fixes and other changes to such programs in both object code and source code formats for the time period specified in this Section 1.4.3. Such escrow shall also include (a) a then-current copy of all documentation associated with the proprietary software programs, (b) all codes, passwords, encryption keys and other information necessary for the Servicing Subsidiary to access the escrowed materials, (c) all proprietary tools, compilers, editors and other programs necessary for the Servicing Subsidiary to access the escrowed materials, and (d) then-current contact information (e.g., name, address, phone number) for the primary developers of the proprietary software programs. The Servicing Subsidiary will be designated as a beneficiary in the escrow agreement and may access the escrowed materials upon notice by the Servicing Subsidiary to the escrow agent that Nationstar Mortgage LLC is no longer maintaining the proprietary software programs in a reasonable manner.

               1.4.4 Refinance Agreement. The Servicing Subsidiary will enter into a separate mutually agreeable, commercially reasonable joint marketing agreement with Nationstar Mortgage LLC pursuant to which Nationstar Mortgage LLC will refinance Mortgage Loans serviced or subserviced by the Servicing Subsidiary subject to direction from the Advisory Committee and otherwise in accordance with Servicing Standards, including, without limitation, evaluating the eligibility of a Mortgagor whose Mortgage Loan is delinquent or as to which a delinquency is imminent for an FHA-insured refinancing under FHA’s Hope for Homeowners Program.

               1.4.5 Expenses. In connection with any such transfer, Fannie Mae shall pay, against reasonable documentation, all reasonable, out-of-pocket costs and expenses of Nationstar, including reasonable, third-party costs and expenses of Nationstar and its representatives that are associated with the formation of the Servicing Subsidiary and obtaining the required licenses or other approvals from any Governmental Authority or third party and transferring the assets and liabilities of the Division (other than the Excluded Assets) to the Servicing Subsidiary.

               1.4.6 Transition Period. Between the date that Fannie Mae elects to require the transfer of the business into the Servicing Subsidiary and the date that the transfer to the Servicing Subsidiary is complete (such period, the “Servicing Subsidiary Transition Period”), Nationstar and Fannie Mae shall continue to operate under this Agreement and the related Servicing Agreements and Subservicing Agreements without interruption.

               1.4.7 Obligations of Nationstar Mortgage LLC Following Assumption by the Servicing Subsidiary. Notwithstanding the assumption of this

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Agreement by the Servicing Subsidiary following the transfer of the Division to the Servicing Subsidiary, Nationstar Mortgage LLC independently shall remain (a) responsible under this Agreement to perform the following representations, warranties and covenants with respect to it for the period following such transfer and assumption and (b) otherwise be subject to the following provisions:

• Section 1 Strategic Relationship

• 1.4 Transfer of Business into the Servicing Subsidiary

• 1.5 Call Option

• Section 3 Responsibilities of Nationstar

• 3.10 Non-Solicitation

• Section 5 Representations, Warranties and Covenants of Servicer

• 5.1.1.13 Delivery of Financial Statements

• 5.2 Affirmative Covenants

• 5.2.9 Delivery of Financial Statements

• 5.2.10 Provisions of Audits and Examinations by Governmental Authorities

• 5.2.14 Annual Officer’s Certificate, but only for the calendar year in which the transfer of Fannie Mae Rights to the Servicing Subsidiary occurs and only for the stub portion of that year prior to the date on which the transfer occurs

• 5.2.15 Reg AB Certificate, but only for the calendar year in which the transfer of Fannie Mae Rights to the Servicing Subsidiary occurs and only for the stub portion of that year prior to the date on which the transfer occurs

• 5.2.16 Maintenance of Servicer Participation Agreement

• 5.3 Negative Covenants

• 5.3.1 Lien on Fannie Mae Rights

• 5.3.2 Settlement of Actions Affecting Fannie Mae Rights

• 5.3.8 Appointment of Subservicers

• 5.4 Notice of Certain Occurrences

• 5.4.1 Notice of Default

• 5.4.2 Notice of Legal Proceedings

• 5.4.3 Notice of Material Adverse Event

• 5.4.4 Notice of Proposed Change of Control

• 5.4.5 Notice of Change in Directors and Responsible Officers

• 5.4.6 Notice of Termination from Investor

• 5.4.7 Notice of Repurchase or Indemnification Demand

• 5.4.8 Notice in Response to Fannie Mae Request

• Section 6 Confidential Information

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• Section 7 Consumer Personal Information

• Section 8 Information Security Standards and Reviews

• Section 9 Electronic Incident Reporting

• Section 10 Use of Name

• Section 11 Business Continuity

• Section 12 Staff and Facilities

• Section 13 Customer Complaints

• Section 14 Events of Default

• Section 15 Indemnification

• Section 16 Term and Termination

• 16.1 Term

• 16.2 Automatic Termination

• 16.3 Termination of Agreement With Cause

• 16.4 Termination of Agreement Without Cause

• 16.5 Termination of Agreement for Regulatory Event

• 16.6 Termination of Agreement by Nationstar

• 16.10 Impact on MSSC

• Section 17 Access to Records

• Section 18 Waivers

• Section 19 Entire Agreement

• Section 20 Applicable Law

• Section 21 Relationship of Parties

• Section 22 Severability of Provisions

• Section 23 Waiver of Trial by Jury

• Section 24 Assignability

• Section 25 Signatures/Counterparts

• Section 26 Notices

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• Section 27 Definitions

     1.5 Call Option.

               1.5.1 Right to Acquire. At any time (i) thirty (30) months after Fannie Mae transfers $15 billion of Fannie Mae Servicing Rights (excluding the Excluded Assets) to Nationstar or (ii) after Fannie Mae terminates this Agreement pursuant to Section 16.3 of this Agreement, and, in either case, upon at least nine (9) months prior written notice (which written notice, in the case of clause (i) above, may be delivered during the aforementioned thirty (30) month period) to Nationstar, Fannie Mae shall have the right to require Nationstar Mortgage LLC or Nationstar, respectively, to sell, transfer, convey, and assign to Fannie Mae or its designee (the “Designee”), either (x) all of the issued and outstanding stock or membership interests of the Servicing Subsidiary or (y) all or substantially all of the properties, assets, employees, rights, third party sub-licenses, perpetual proprietary technology licenses, and the business of the Servicing Subsidiary (including without limitation the Fannie Mae Rights acquired after December 31, 2009), that principally are used in the Servicing Subsidiary and, subject to the next sentence, all of the liabilities and obligations of the Servicing Subsidiary. In the case of an asset acquisition under clause (y) above, Fannie Mae or its Designee shall assume only those liabilities related to the acquired assets that pertain to the period after the acquisition and expressly shall exclude the related liabilities of the Servicing Subsidiary that pertain to the period prior to the acquisition. Neither form of acquisition shall include the Excluded Assets. The Servicing Subsidiary shall not retain, and Nationstar shall be entitled to distribute to itself or otherwise transfer to itself or its designee, the Excluded Assets and any other assets that are not principally used in connection with the Servicing Subsidiary relating to the Fannie Mae Rights (including the retention of assets principally used in the origination and sale of mortgage loans).

               1.5.2 Designee. If Fannie Mae assigns its call rights to a Designee, the Designee must be an Affiliate of Fannie Mae that Fannie Mae has no present intention or plans to divest, sell, assign or otherwise dispose of, and Fannie Mae will not divest, sell, assign or otherwise dispose of such Affiliate for one year after its acquisition of the Servicing Subsidiary unless directed pursuant to a Regulatory Event.

               1.5.3 Documenting the Purchase. Any such purchase by Fannie Mae shall be made pursuant to the terms of a mutually agreeable, commercially reasonable, industry-standard purchase and sale agreement. Among other provisions, the purchase and sale agreement shall protect Fannie Mae or its Designee against the acts, errors or omissions of Nationstar and, if applicable, the Servicing Subsidiary prior to such acquisition by Fannie Mae. The purchase and sale agreement shall provide for customary closing conditions, including the receipt of all necessary third party and governmental consents. The assignment of any license of proprietary technology shall provide that such license shall be solely for use by Fannie Mae or its Designee in connection with the servicing or subservicing

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of mortgage loans for Fannie Mae, including, without limitation, with respect to the Fannie Mae Rights.

               1.5.4 Provision of Services. Nationstar Mortgage LLC shall ensure that, prior to the closing of the call transaction, the Servicing Subsidiary is capable of and is performing all of the Baseline Servicing Functions, Subsidiary Servicing Functions and the “real estate,” “IT services,” and “Legal(pertaining to regulatory compliance and state and local licensing)” components of the Corporate Services. Nationstar Mortgage LLC shall provide to Fannie Mae or its Designee any of the Corporate Services (other than “legal and compliance,” “finance,” “corporate insurance” and “employee benefits”)or Refinance Services that Fannie Mae or its Designee may reasonably request pursuant to a mutually agreeable, commercially reasonable, industry standard transition services agreement for a term of up to eighteen (18) months (however, if Fannie Mae assigns its call rights to a non-Affiliate or disposes of the Servicing Subsidiary or its assets to a non-Affiliate, Nationstar Mortgage LLC’s obligation to provide such services shall in no event extend for a period of more than twelve (12) months) and at a price in no event higher than the price charged by Nationstar under the Shared Services Agreement (for the avoidance of doubt, if the price in question is based upon cost, Nationstar and Nationstar Mortgage LLC may continue to charge their costs consistent with the terms of Section 1.4.2 even if such costs increase), in each case to ensure that, following the consummation of the acquisition, Fannie Mae or its Designee has sufficient properties, assets, employees, rights, and services (other than the Excluded Assets) as are reasonably necessary to enable Fannie Mae or its Designee to operate the acquired business in substantially the same manner that the Division or the Servicing Subsidiary operated the business and administered the Fannie Mae Rights prior to such sale; provided, however, that Fannie Mae shall agree in good faith to modifications to the pricing of the Corporate Services or Refinance Services proposed by Nationstar in order to take into account the changed nature of the relationships of the Parties and the costs to perform such Services, as long as such modified pricing does not exceed the fair market value for such a service.

               1.5.5 Purchase Price. The methodology for the calculation of the purchase price shall differ depending on whether the Fannie Mae Rights are Fannie Mae Servicing Rights or Fannie Mae Subservicing Appointments. Such methodology shall be the same regardless of whether the transaction is structured as an asset or stock/membership interest sale.

                    1.5.5.1 The first component of the purchase price is the Capital Basis in the Servicing Subsidiary plus a ten percent (10%) compounded and annualized return on such Capital Basis.

                    1.5.5.2 The second component of the purchase price applies only to the purchase of the Fannie Mae Servicing Rights owned by Nationstar. Fannie Mae shall pay an amount equal to the product of (i) a fraction, the numerator of which is Nationstar’s costs based on the economic value it contributed to acquire such Fannie Mae Servicing Rights and the denominator of

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which is the unpaid principal balance of the loans underlying such Fannie Mae Servicing Rights at the time of such acquisition by Nationstar, excluding any subsidy paid by Fannie Mae in connection therewith, and (ii) the unpaid principal balance of such Fannie Mae Servicing Rights at the time Fannie Mae purchases such Fannie Mae Servicing Rights pursuant to this Section 1.5, less the amount of indebtedness in respect of such Fannie Mae Servicing Rights due to be repaid to Fannie Mae, which shall then be deemed repaid. The purchase price for the second component shall be paid by Fannie Mae in three installments: 20% on the sale date, 70% on the payment date, which generally is five (5) days after the Servicing Transfer Date, and a 10% document holdback, all as to be more fully described in the purchase and sale agreement.

               1.5.6 Partial Purchase. In lieu of Fannie Mae acquiring all of the ownership interest or assets in or of the Servicing Subsidiary, at the election of Fannie Mae, the Parties shall negotiate in good faith to seek to reach agreement on an alternative structure that would enable Fannie Mae to acquire a partial economic interest in the revenues or profitability of the Servicing Subsidiary, which may include non-voting ownership interests or contract rights.

     1.6 Relationship Manager. Nationstar shall dedicate a knowledgeable and skilled relationship manager responsible for managing Nationstar’s and Division’s relationship with Fannie Mae, provided that such relationship manager shall be dedicated to Fannie Mae on a full time basis when the aggregate outstanding principal balance of the Fannie Mae Rights serviced or subserviced by Nationstar (and the Servicing Subsidiary) pursuant to this Agreement exceeds $15 billion of non-Excluded Assets. Nationstar shall dedicate sufficient additional knowledgeable and skilled staff to evaluate the feasibility of suggestions by Fannie Mae and respond to issues and concerns raised by Fannie Mae. In the event that Fannie Mae is reasonably dissatisfied with the relationship manager, Nationstar shall be required to change the relationship manager at Fannie Mae’s written request within sixty (60) days of notice of such election by Fannie Mae.

     1.7 Advisory Committee.

               1.7.1 Formation and Purpose. Nationstar Mortgage LLC and Fannie Mae shall appoint an advisory committee (“Advisory Committee”). Senior management of Nationstar will provide information to the Advisory Committee regarding the business operations of Nationstar pertaining to the Fannie Mae Rights, and the Advisory Committee will advise and make recommendations to Nationstar Mortgage LLC’s senior management regarding the business operations of Nationstar (and later the Servicing Subsidiary) pertaining to the Fannie Mae Rights and will exercise any approval rights of Fannie Mae as provided in this Agreement; provided, that nothing in this Section 1.7 shall create any additional approval rights for Fannie Mae that are not expressly set forth in this Agreement. Topics for the Advisory Committee include:

(a) Servicing strategies (to improve credit performance), including:

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(1)	results provided by the Loan Performance Advisor as provided in Section 4 hereof;
(2)	High Touch Servicing Protocols;
(3)	staffing levels; and
(4)	the cost of implementing such strategies;

(b)	The Annual Business Plan, including any updates or changes thereto;
(c)	Refinance and retention strategies;
(d)	The creation of the Division;
(e)	The transfer of responsibility for Servicing Functions from Nationstar Mortgage LLC to the Division over time;
(f)	The creation of the Servicing Subsidiary and transition from Division to the Servicing Subsidiary;
(g)	The transfer of responsibility for Servicing Functions from Nationstar Mortgage LLC to the Servicing Subsidiary over time; and
(h)	The calculation of the Expense Recapture Amount in respect of a termination by Fannie Mae pursuant to Sections 16.4 and 16.5 of this Agreement

     Within 90 days following the Effective Date, the Advisory Committee will agree upon a governance process to reflect Nationstar’s and Fannie Mae’s roles and responsibilities, the relationship management structure and decision-making process. If the Advisory Committee cannot so agree on a governance process, the dispute shall be submitted to the Lead Executives pursuant to, and in accordance with the provisions of, Section 1.7.4. Neither Nationstar nor Fannie Mae shall be in breach of this Agreement if the Advisory Committee or the Lead Executives fail to agree as to such governance process.

               1.7.2 Composition and Meetings. Each of Fannie Mae and Nationstar Mortgage LLC shall have the right to appoint two (2) representatives to serve on the Advisory Committee. The Advisory Committee shall meet on a monthly basis for the first year after the Effective Date and thereafter on a quarterly basis or such other periodic basis as may be mutually agreed to by Nationstar Mortgage LLC and Fannie Mae. Special meetings of the Advisory Committee may also be called at any time by Nationstar Mortgage LLC or Fannie Mae provided that notice of such special meeting shall be provided at least five (5) Business Days prior to the intended meeting date. All meetings of the Advisory Committee may

11

be conducted in person or via telephone conference. At any meeting of the Advisory Committee, the presence of at least one representative of each of Nationstar Mortgage LLC and Fannie Mae shall constitute a quorum. Any meeting may be adjourned from time to time by the representatives present at the meeting, whether or not a quorum is present, and the meeting may be held as adjourned upon at least three (3) Business Days’ written notice to all the representatives, unless such notice is waived. A majority vote of those representatives present at a meeting in which a quorum is present shall be sufficient for voting on recommendations to Nationstar Mortgage LLC’s senior management on behalf of Fannie Mae or Nationstar Mortgage LLC or exercising any approval rights of Fannie Mae or Nationstar Mortgage LLC as provided in this Agreement.

               1.7.3 Voting. Any recommendations of the Advisory Committee shall be binding on Nationstar and Nationstar Mortgage LLC, if the recommendations pertain to the method of Servicing or Subservicing the Fannie Mae Rights and administration of the Fannie Mae Rights (including the Excluded Assets), but shall not be binding on Nationstar or Nationstar Mortgage LLC if the recommendations pertain to the affairs of Nationstar or Nationstar Mortgage LLC as a limited liability company or its loan origination business or its servicing of non-Fannie Mae Rights or other lines of business unrelated to Servicing and Subservicing of Fannie Mae Rights (except with respect to the provisions of Sections 1.4 and 1.5). The Advisory Committee shall have no authority to exercise any rights of Fannie Mae under the MSSC or other Contracts and the Fannie Mae Guides with respect to the approval of the transfer or the termination of the Fannie Mae Rights or to otherwise impair Fannie Mae’s rights under the MSSC or other Contracts and Fannie Mae Guides. Any exercise of the prior approval rights of Fannie Mae otherwise provided in this Agreement by the members of the Advisory Committee representing Fannie Mae shall be binding on Nationstar Mortgage LLC and Nationstar Mortgage LLC shall be entitled to conclusively rely on the exercise of such approval rights. The two members of the Advisory Committee designated by Fannie Mae will not be entitled to any compensation from Nationstar Mortgage LLC or the Servicing Subsidiary for their time of service.

               1.7.4 Deadlock. If the representatives of the Advisory Committee are unable to reach agreement on any material issue that comes before it, any representative may cause the issue to be resolved pursuant to Section 27.3 hereof.

               1.7.5 Effect on Approval Rights. Notwithstanding the right of Fannie Mae and Nationstar to form an Advisory Committee or the existence of an Advisory Committee, Nationstar and Fannie Mae may exercise any rights and approvals afforded them under this Agreement at any time and as otherwise provided in this Agreement, and shall not be required to exercise such rights and approvals exclusively or solely through the Advisory Committee.

2. Servicing Standards. Except as otherwise set forth in this Agreement or the applicable Subservicing Agreement, Nationstar shall carry out all of the responsibilities

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required of a servicer as set forth in the Contracts and the Fannie Mae Guides. Nationstar will service or subservice, as applicable, the Mortgage Loans in accordance with the Servicing Standards. Fannie Mae expressly reserves the right to manage all REO Property dispositions in accordance with the Fannie Mae Guides.

     2.1 Subservicing. Nationstar, Fannie Mae and, if applicable, Prior Servicer will enter into a separate Subservicing Agreement on commercially reasonable terms and conditions with respect to each transfer of Fannie Mae Subservicing Appointments facilitated by Fannie Mae pursuant to two mutually agreeable forms, one with respect to tri-party Subservicing Agreements among Nationstar, Fannie Mae and Prior Servicer and the other with respect to Subservicing Agreements between Nationstar and Fannie Mae. Each Subservicing Agreement, when duly executed by the Parties, will become part of this Agreement as if fully set out in the text hereof and will be subject to all of the terms and conditions of this Agreement.

     2.2 Servicing.

               2.2.1 Supplemental Servicing Agreement. When Nationstar acquires new portfolios of Fannie Mae Servicing Rights, Nationstar and Fannie Mae may enter into separate supplemental servicing agreements providing for the provision and recapture of any subsidies paid by Fannie Mae to facilitate the purchase by Nationstar of such Fannie Mae Servicing Rights, the payment by Fannie Mae of additional compensation for Servicing and such other provisions as the Parties may then agree (each a “Supplemental Servicing Agreement”). Each Supplemental Servicing Agreement, when duly executed by the Parties, will become part of this Agreement as if fully set out in the text hereof and will be subject to all of the terms and conditions of this Agreement. Nationstar and Fannie Mae shall negotiate the terms and conditions of each Supplemental Servicing Agreement in good faith.

               2.2.2 Purchase of Subservicing Appointments. Except in the case that Fannie Mae elects to terminate the applicable Subservicing Agreements with or without cause, Fannie Mae shall grant Nationstar the opportunity to bid on any Fannie Mae Subservicing Appointments subject to this Agreement that Fannie Mae subsequently elects to sell by providing Nationstar with thirty (30) days advance notice of Fannie Mae’s intention to market such Subservicing Appointments and the advance opportunity to negotiate and enter into an executed term sheet with Fannie Mae for the exclusive right to purchase such Subservicing Appointments from Fannie Mae subject to the terms and conditions specified therein. Notwithstanding the foregoing, nothing herein shall be construed to require Fannie Mae to sell such Fannie Mae Subservicing Appointments to Nationstar.

     2.3 Compensation and Fees. Fannie Mae shall compensate Nationstar for the Servicing and Subservicing functions that it performs in accordance with the provisions of this Agreement, the applicable Subservicing Agreement and any Supplemental Servicing Agreement.

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               2.3.1 Stated Servicing Fee. With respect to Fannie Mae Servicing Rights, Nationstar has the right to collect and retain the Stated Servicing Fee on each Mortgage Loan earned and calculated in accordance with the Guides.

               2.3.2 Base Subservicing Fee. The base subservicing fees shall be set in each Subservicing Agreement and shall be competitive for the type of Fannie Mae Subservicing Appointments that are subject to such Subservicing Agreement. Fannie Mae and Nationstar may collaborate on the production of a quarterly market survey of subservicing fees and compensation to inform the determination of the base subservicing fee for each Subservicing Agreement.

               2.3.3 Ancillary Fees. Nationstar will be permitted to assess and collect various types of fees or income ancillary to the performance of the Servicing functions on the Mortgage Loans (“Ancillary Fees”), in reliance on Nationstar’s assurance that such Ancillary Fees comply with Servicing Standards. Attached as Exhibit D is a list of maximum Ancillary Fees assessed by Subservicer for additional services required by Mortgagors. In addition, Nationstar may assess and collect late fees as authorized by the Mortgage Note signed by the Mortgagor. With respect to the Mortgage Loans, Nationstar will not exceed any of these fees during the term of this Agreement without the prior written consent of Fannie Mae. Nationstar may not assess or collect any Ancillary Fee that would violate any Servicing Standards.

               2.3.4 Mortgage Loan Servicing Incentives. Nationstar will be eligible to receive certain incentive fees from Fannie Mae if Nationstar meets certain performance standards and otherwise complies with its obligations under the applicable Subservicing Agreements, any Supplemental Servicing Agreements and the Contracts. Unless otherwise negotiated in a Subservicing Agreement or Supplemental Servicing Agreement, in addition to any incentive payments due to Nationstar, Nationstar will be eligible to receive from Fannie Mae the standard cash incentives paid to servicers for Mortgage Loan workouts. These servicing incentives are published in the Fannie Mae Servicing Guide and amended from time to time in Lender Announcements.

               2.3.5 Termination of Base Subservicing Fee and Incentive Fees. Nationstar’s right to the base subservicing fee or any incentive fees under any Subservicing Agreement, Supplemental Servicing Agreement or Servicing Guide shall cease upon the earlier to occur of (i) the date on which the Mortgage Loan is paid in full; (ii) the date on which the Mortgaged Property has been foreclosed (or a deed-in-lieu has been executed or a short sale completed), any court confirmation received, and title transferred to Fannie Mae with the expiration of any applicable redemption period; or (iii) the date on which Fannie Mae writes off the remaining balance on the loan and directs Nationstar to halt further collection efforts.

     2.4 Advance Facility.

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               2.4.1 Fannie Mae from time to time upon the request of Nationstar will authorize Nationstar to enter into a facility (an “Advance Facility”) with an agreed upon financial institution (“the Advancing Person”), which Advance Facility will provide that such Advancing Person will agree to fund some or all of the advances required to be made on Fannie Mae Rights subject to this Agreement in accordance with Servicing Standards, including, without limitation, servicing advances, delinquency advances and advances required to be made by Nationstar in connection with the reclassification of a delinquent mortgage or the removal of a delinquent mortgage from Fannie Mae’s active accounting records or an MBS pool (each an “Advance” and collectively “Advances”), provided that the terms and conditions of any agreements documenting such Advance Facility are on terms and conditions that are consistent with Advance Facilities that Fannie Mae has approved in the past or on such other reasonable terms and conditions to which Fannie Mae agrees. Nationstar may pledge or assign its rights to be reimbursed for Advances, directly or indirectly, to the Advancing Person, although no such Advance Facility shall reduce or otherwise affect Fannie Mae’s and Nationstar’s obligation to fund such Advances. An Advancing Person who merely funds Advances, or who merely receives an assignment or pledge of Nationstar’s rights to be reimbursed for Advances, shall not be required to meet the qualifications of a Servicer under the Servicing Guide.

               2.4.2 If Fannie Mae agrees to a third party Advance Facility, (i) Fannie Mae may agree that Nationstar will be responsible for remitting to the Advancing Person the applicable amounts collected by Nationstar as reimbursement for Advances funded by the Advancing Person; (ii) Fannie Mae shall have no responsibility to track or monitor the administration of the financing arrangement between the Nationstar and any Advancing Person; and (iii) Fannie Mae may agree that Fannie Mae will not set off or net any claims it might have against Nationstar or any affiliate of Nationstar, or payments due to Fannie Mae from Nationstar or any affiliate of Nationstar, from reimbursements Fannie Mae owes to Nationstar or any affiliate of Nationstar, on account of Advances made by Nationstar on the Mortgage Loans in the case of an Advance Facility with an Advancing Person.

     2.5 Representations, Warranties and Indemnifications.

               2.5.1 Nationstar shall not be liable to Fannie Mae for (i) the selling representations and warranties contained in Section IV-A of the MSSC and in the Fannie Mae Guides with respect to Fannie Mae Rights transferred to Nationstar pursuant to this Agreement; or (ii) any claims or losses, including, but not limited to, third-party claims, arising out of or related to any servicing deficiency or error, to the extent any servicing deficiency or error is caused by any action, error, omission or failure of any prior servicer, including the Prior Servicer. In acquiring Fannie Mae Servicing Rights from a Prior Servicer, Nationstar shall use commercially reasonable efforts to negotiate industry standard repurchase and indemnification obligations for past origination, sale and servicing defects. Notwithstanding the foregoing, Nationstar shall be liable for any damage or loss to Fannie Mae that is caused by Nationstar’s failure to take any corrective action

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reasonably requested by Fannie Mae in accordance with the Servicing Standards, or any other failure in Nationstar’s responsibilities after the Servicing Transfer Date and shall cooperate with Fannie Mae to resolve defects with respect to the Mortgage Loans acquired from a prior servicer.

               2.5.2 On and after the Servicing Transfer Date and until the sale of the Servicing Subsidiary pursuant to Section 1.5, Nationstar shall be liable in accordance with Section 15 hereof for the performance of all servicing covenants, representations and warranties contained in the applicable Contract and the Fannie Mae Guides for the Mortgage Loans as to which Nationstar is providing Servicing or Subservicing.

               2.5.3 With respect to Fannie Mae Subservicing Appointments, the applicable Subservicing Agreement shall provide that Prior Servicer, in the case of a tri-party Subservicing Agreement, or Fannie Mae, in the case of a two party Subservicing Agreement, shall indemnify Nationstar against claims made against Nationstar by any third party to the extent such claim arises from the origination, sale, and/or servicing of the Mortgage Loans prior to the applicable Servicing Transfer Date. Nationstar agrees to give Fannie Mae prompt written notice of any such claim within ten (10) days of Nationstar’s receipt of notice of such claim. Fannie Mae shall have the option to defend or settle any such claim, and Nationstar agrees to cooperate with and assist Fannie Mae in such manner as Fannie Mae deems necessary in its reasonable discretion in such defense or settlement. It is understood that Nationstar shall not be entitled to indemnification for any claim, or such portion of any claim, that arises out of Nationstar’s own action or inaction when Servicing or Subservicing any Mortgage Loan on or after the applicable Servicing Transfer Date.

     2.6 Monthly Report. If requested by Fannie Mae, Nationstar shall provide Fannie Mae with a monthly report of the following, as identified by Nationstar through normal monthly servicing operations, and as otherwise instructed by Fannie Mae: (i) Mortgage Loans or REO Properties with unpaid real estate taxes, inadequate hazard insurance or cancelled mortgage insurance; (ii) identifiable foreclosure delays that may jeopardize mortgage insurance claims (whether private or FHA/VA insurance claims); (iii) reports showing the number and success/failure rates of any permitted modifications, repayment plans, or other loss mitigation strategies; and (iv) any other reasonable requests for data associated with the Servicing or Subservicing of the Mortgage Loans.

     2.7 Separate Identification Number. If Fannie Mae in its sole discretion shall require, Nationstar shall use a separate branch or other identification number to track the Servicing and Subservicing of Mortgage Loans transferred to Nationstar by Fannie Mae pursuant to this Agreement on or after the Effective Date.

     2.8 Ownership. Nationstar acknowledges and agrees that (a) it has no property rights in and to the High Touch Servicing Protocols and that Fannie Mae may share such High Touch Servicing Protocols with other approved servicers and subservicers for their own use and (b) Fannie Mae has the non-exclusive right under the

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Fannie Mae Guides and the MSSC to obtain and use loan level data regarding each of the Mortgage Loans covered by the Fannie Mae Rights and Nationstar shall provide such data to Fannie Mae promptly upon Fannie Mae’s request.

3. Responsibilities of Nationstar. In addition to any applicable requirements set forth in the Servicing Standards with respect to the transfer of Subservicing and Servicing, Nationstar shall undertake the following:

     3.1 Possession of Mortgage Loan Files. Upon request by Fannie Mae, Nationstar shall travel to the site(s) where the Mortgage Loan Files related to the applicable Mortgage Loans are stored, and shall take possession of all such Mortgage Loan Files. In addition, Nationstar shall exercise due diligence in obtaining the information specified in the Fannie Mae Guides and such other information as is necessary for Nationstar (i) to perform accounting, reporting and remitting functions; and (ii) to establish and set up necessary document files to service each Mortgage Loan in accordance with the Servicing Standards. Nationstar shall, within thirty (30) days of the Servicing Transfer Date review such Mortgage Loan Files and identify and notify promptly Fannie Mae, in writing, of any information or documents (including title insurance policies, hazard insurance policies, copies of mortgages, and assignments of mortgages) required to be obtained by Nationstar pursuant to this paragraph that Nationstar was not able to obtain. Nationstar shall make all reasonable efforts to obtain any such missing information or documents, and Fannie Mae shall reimburse Nationstar for any actual out-of-pocket expense reasonably incurred by Nationstar in conducting its review of such Mortgage Loans Files and when obtaining such missing information or documents, including all travel and related costs for each employee who travels to the site(s) where the Mortgage Loan Files are stored.

     3.2 Review of Past Servicing Activities. If and to the extent that Nationstar actually knows or, at any time hereafter, discovers or determines that any past practices of Prior Servicer perpetuated by Nationstar with respect to the Mortgage Loans are, or result in the Servicing or Subservicing thereof by Nationstar being, not in compliance with all Servicing Standards, Nationstar shall, as promptly as practicable under the circumstances, provide written notice to Fannie Mae of such violation and take appropriate and reasonable corrective action intended to eliminate or minimize the risk of such noncompliance. For purposes of the prior sentence, the meaning of the clause “as promptly as practicable under the circumstances” shall be determined mutually by Fannie Mae and Nationstar, taking into account such factors and judgments as: the nature, root cause and materiality of the problem; the liability incurred to date and the likelihood and severity of future liability; the cost, timeline and availability of resources to fix or reduce the problem; and the available options for corrective action. Unless Fannie Mae instructs Nationstar in writing to the contrary, within ninety (90) days of the applicable Servicing Transfer Date:

               3.2.1 Nationstar shall identify and notify Fannie Mae, in writing, of any data discrepancies between Prior Servicer’s monthly accounting records and Fannie Mae’s monthly accounting records for all fixed-rate Mortgage Loans. Nationstar shall report any data discrepancies for each adjustable rate Mortgage

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(“ARM”) to Fannie Mae on a monthly basis, or as otherwise instructed by Fannie Mae;

               3.2.2 Nationstar shall perform an escrow analysis on each Mortgage Loan for which escrow deposits are required and shall adjust such escrow deposits as required by such analysis;

               3.2.3 Within thirty (30) days after the applicable Servicing Transfer Date, Nationstar shall: (i) balance and reconcile all Investor accounts and Custodial Accounts against cash requirements under Servicing Standards; (ii) make available for Fannie Mae’s inspection documentation to verify the accuracy of the reconciling and balancing activities required under this Section 3.2.3, and to explain any discrepancies identified in connection with such reconciling and balancing activities; and (iii) request that the applicable Servicer, which may be Fannie Mae, fund any shortages to Custodial Accounts and custodial clearing accounts and pay any shortage due to any third party directly to such third party; and

               3.2.4 If not already in place, Nationstar shall ensure that each Mortgage Loan is covered by a contract between Nationstar and a real estate tax reporting service. Fannie Mae shall reimburse Nationstar for its reasonable costs incurred in accordance with the Fannie Mae Guides.

     3.3 Third Party Notices. Nationstar must notify the third parties as required in the Fannie Mae Guides of the transfer of Servicing and Subservicing of the Mortgage Loans. Such notification shall not be at Fannie Mae’s expense.

     3.4 Assignments. Nationstar shall follow the requirements of the Fannie Mae Guides with respect to assignments of Mortgages in connection with its acquisition of Fannie Mae Servicing Rights. Upon request by Fannie Mae with respect to Fannie Mae Subservicing Rights, Nationstar agrees to record, or cause to be recorded, an assignment of the related Mortgage to Fannie Mae or its designee for each Mortgage Loan which has not already been assigned of record to Fannie Mae. Nationstar acknowledges that Fannie Mae may designate assignments be made to Mortgage Electronic Registration Systems, Inc. (“MERS”), and Nationstar acknowledges that it is, or will become, a member of MERS in order to effect assignments under this Agreement. If the last assignment in the chain required to perfect good record title to a Mortgage Loan into Fannie Mae or its designee is available to Nationstar, Nationstar will record it within sixty (60) days of obtaining possession of such assignment. For each Mortgage Loan for which no such assignment is available, Nationstar shall act promptly to prepare and deliver to the appropriate assignor, for execution, recordable assignments to Fannie Mae or its designee. If intervening mortgage assignments from the originating lender to each successive servicer or holder, as applicable, have not been recorded, Nationstar shall obtain and record all intervening assignments and shall be reimbursed by Fannie Mae for reasonable costs and expenses incurred by Nationstar when obtaining, preparing and recording such intervening assignments. Nationstar will be diligent in its efforts to obtain the return of the executed assignments from the appropriate assignor. Nationstar must

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record, or cause a third party acting on its behalf to record, such executed assignments within thirty (30) days of receipt.

     3.5 Hazard Insurance. If, after Nationstar has obtained the Mortgage Loan Files and other information pursuant to paragraph 3.1 above, Nationstar is not able to determine whether hazard insurance exists with respect to certain Mortgaged Properties, Nationstar shall obtain and maintain interim hazard insurance for each such Mortgaged Property, for the benefit of the Mortgagor and Nationstar, until such time as Nationstar confirms that permanent hazard insurance is in place for each such property.

     3.6 Establishment and Maintenance of Custodial Accounts for Subservicing. Unless otherwise provided in the applicable Subservicing Agreement:

               3.6.1 Nature of Account. The Depository Accounts, the Payment Clearing Account, the Custodial Accounts, and the Advances Reserve Account for Subservicing will be in the name of and under the control of Servicer in the case of tri-party Subservicing Agreements or Nationstar in the case of two-party Subservicing Agreements, each of which will have the responsibility to establish and maintain such accounts in accordance with Servicing Standards.

               3.6.2 Bank Charges. From and after the applicable Effective Date, Servicer in the case of tri-party Subservicing Agreements or Nationstar in the case of two-party Subservicing Agreements will pay all applicable Servicer Bank Service Charges related to the Depository Accounts and the Custodial Accounts for Subservicing.

               3.6.3 Float Benefit. From and after the applicable Effective Date, the Float Benefit shall be for the benefit of, and paid to or retained by, Servicer in the case of tri-party Subservicing Agreements or Nationstar in the case of two-party Subservicing Agreements.

               3.6.4 Location of Accounts. From and after the applicable Effective Date, Servicer in the case of tri-party Subservicing Agreements or Nationstar in the case of two-party Subservicing Agreements may change, replace or transfer Depository Accounts, Payment Clearing Account or Custodial Accounts to another institution(s) eligible for such purposes in accordance with the Servicing Standards, or establish or eliminate such accounts as Servicer in the case of tri-party Subservicing Agreements or Nationstar in the case of two-party Subservicing Agreements determines in its discretion to be appropriate with Fannie Mae approval, in all such cases subject to the applicable provisions of this Agreement, upon thirty (30) days written notice to Nationstar and Fannie Mae.

     3.7 Modifications. Nationstar may modify the terms of any Mortgage Loan only in compliance with the terms of the Servicing Standards and Nationstar’s prior written delegated loss mitigation authority provided to Nationstar by Fannie Mae, if any. If applicable, such terms require that any Mortgage Loan that Nationstar wishes to modify for loss mitigation purposes must be purchased out of the relevant MBS pool and

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redelivered to Fannie Mae as an Actual/Actual remittance type, in accordance with the Fannie Mae Guides.

     3.8 Recourse. If any Mortgage Loan transferred to Nationstar is being serviced prior to such transfer as an MBS Regular Servicing option loan (or a lender-recourse loan for cash), Nationstar shall subservice such Mortgage Loans in the same way.

     3.9 Document Custodian. In connection with each Subservicing Agreement, Fannie Mae, as Servicer, or Prior Servicer shall contract with the applicable document custodian and cause such document custodian to provide Nationstar with access to custodial files in accordance with Servicing Standards.

     3.10 Non-Solicitation. In connection with each Subservicing Agreement, from and after the Effective Date and except as authorized by the Advisory Committee pursuant to Section 1.7 hereof or pursuant to the joint marketing agreement contemplated hereby, neither Nationstar nor any of its Affiliates shall solicit, on a targeted basis, by either using information that they obtained as a result of Nationstar’s assumption of Fannie Mae Subservicing Appointments or conducting a targeted search for such information, Mortgagors for any purposes, including, but not limited to, financial services or products, insurance related products or services or residential mortgage loans. Without the prior written consent of Fannie Mae, Nationstar shall not sell or distribute any customer list incorporating the names of such Mortgagors. The foregoing restrictions shall not apply to (a) any general advertising or marketing campaign by or on behalf of Nationstar or any of its Affiliates offering financial services or products, mortgage loans or insurance-related products and services directed to the general public or any segment thereof provided such segment does not target such Mortgagors; and (b) a response to an inquiry from a Mortgagor seeking a mortgage loan, financial service or product or insurance. Notwithstanding the foregoing, a Subservicing Agreement may contain provisions regarding the matters addressed in this Section 3.10. In the event of any conflict between the provisions of this Section 3.10 and the provisions contained in any such Subservicing Agreement, the provisions contained in the Subservicing Agreement shall control.

     3.11 Litigation. Except as otherwise provided herein, Nationstar shall be responsible for management and administration of all loan level Actions relating to the Mortgage Loans subject to Servicing and Subservicing, including, but not limited to, Actions related to Foreclosure, eviction, quiet title and bankruptcy filings, all costs of which shall be at Nationstar’s expense (but may be subject to Fannie Mae’s indemnification obligation in Section 15). Nationstar shall not, without the prior written consent of Fannie Mae, settle or compromise any claim or any such Action against Fannie Mae or Prior Servicer arising out of or relating to any such Action, other than any such settlement involving solely the payment of money damages not to exceed ten thousand dollars ($10,000) in any one (1) instance or one hundred thousand dollars ($100,000) in the aggregate for all such settlements, during any calendar quarter. Notwithstanding the foregoing, each Party shall be responsible for management and administration of its defense of any class action in which such Party or any of its

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Affiliates is a defendant. Nationstar shall cooperate in obtaining or making available information or documents respecting Mortgage Loans involved in any Action as may be reasonably requested or required by Fannie Mae or its counsel. Notwithstanding the foregoing, a Subservicing Agreement may contain provisions regarding the matters addressed in this Section 3.11. In the event of any conflict between the provisions of this Section 3.11 and the provisions contained in any such Subservicing Agreement, the provisions contained in the Subservicing Agreement shall control.

4. Loan Performance Advisor. Nationstar acknowledges that after the transfer of Servicing or Subservicing to Nationstar, Fannie Mae may engage, at Fannie Mae’s sole cost and expense, a third-party surveillance advisor (a “Loan Performance Advisor”) to consult with and provide advice to Fannie Mae with respect to the performance of the Mortgage Loans, report any performance related issues including providing various reports and recommendations concerning certain delinquent and defaulted Mortgage Loans, and perform certain analytical processes and comparisons.

     4.1 Access to Data. Nationstar acknowledges that the Loan Performance Advisor must have access to and receive timely and accurate loan level servicing data and reports from Nationstar in order to satisfactorily perform its advisory function on behalf of Fannie Mae. The Loan Performance Advisor shall look solely to Nationstar for all information and data (including loss and delinquency information and data) and loan level information and data relating to the Servicing and Subservicing of the Mortgage Loans and Nationstar agrees to use its commercially reasonable efforts to provide the Loan Performance Advisor with all information and data set forth below. Nationstar agrees to submit such information and data to the Loan Performance Advisor in an electronic format whenever possible unless otherwise specified in this Agreement or consented to by the Loan Performance Advisor in writing.

               4.1.1 On or before the fifth (5th) Business Day of each month for each Mortgage Loan being serviced by Nationstar, Nationstar shall provide all fields of information, as of the close of business of the last day of the prior calendar month, from time to time reasonably requested by Fannie Mae, an illustrative list of which is set forth in Exhibit B.

               4.1.2 Nationstar shall provide an electronic file of the available Mortgage Loan origination data and a related data dictionary.

               4.1.3 On or before each Remittance Date, Nationstar shall provide a copy of the loan level remittance file and any other monthly reports submitted by Nationstar in connection with the on-going servicing and administration of the Mortgage Loans.

               4.1.4 On or before the fifth Business Day of each month, a delinquency report or electronic file reflecting the status of all delinquent Mortgage Loans, as well as any Mortgage Loans in foreclosure, bankruptcy or REO status, as of the close of business of the last day of the prior calendar month.

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               4.1.5 Any periodic report prepared by Nationstar in the ordinary course of servicing the Mortgage Loans to the extent such report is reasonably related to the Loan Performance Advisor’s oversight function and requested by the Loan Performance Advisor.

     4.2 Cooperation. Nationstar agrees to cooperate with the Loan Performance Advisor in connection with its role as Loan Performance Advisor to Fannie Mae, and Nationstar agrees to negotiate in good faith any agreements with the Loan Performance Advisor that are necessary or advisable in order to facilitate the intent of this Section 4.

5. Representations and Warranties and Covenants of Nationstar.

     5.1 Representations.

               5.1.1 Nationstar hereby represents, warrants and covenants to and with Fannie Mae as of the Effective Date (or, as to the Servicing Subsidiary, on the date it assumes this Agreement) and as of each Servicing Transfer Date that:

                         5.1.1.1 Nationstar is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and is and will remain in compliance with the laws of each state and locality in which any Mortgaged Property is located to the extent necessary to enforce and service each Mortgage Loan in the jurisdictions where the Mortgaged Properties are located in accordance with the terms of this Agreement. Nationstar has all permits, registrations, qualifications, and licenses necessary to carry out its business as now being conducted, and is licensed and qualified to transact business in and is in good standing under the laws of each state and locality in which any Mortgaged Property is located or is otherwise exempt under applicable law from such licensing or qualification or is otherwise not required under applicable law to effect such licensing or qualification, and no demand for such licensing or qualification has been made upon Nationstar by any such state and locality, and in any event Nationstar is in compliance with the laws of any such state and locality to the extent necessary to ensure the enforceability of each Mortgage Loan and the conduct of Servicing and Subservicing in accordance with the terms of this Agreement.

                         5.1.1.2 Nationstar has the full power and authority and legal right to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement and any Transaction Ancillary Documents, and to conduct its business as presently conducted. The execution, delivery and performance of this Agreement and any Transaction Ancillary Documents and any agreements contemplated hereby or thereby by Nationstar have been duly authorized and Nationstar has duly executed and delivered this Agreement and any Transaction Ancillary Documents, and any agreements contemplated hereby and thereby. This Agreement and any Transaction Ancillary Documents, assuming due authorization, execution and delivery by Fannie Mae, constitute legal, valid and binding obligations of Nationstar, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, moratorium and

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similar laws affecting creditors’ rights and remedies generally and all requisite organizational action has been taken by Nationstar to make this Agreement and any Transaction Ancillary Documents and all agreements contemplated hereby and thereby valid and binding upon Nationstar in accordance with their terms.

                         5.1.1.3 This Agreement constitutes the “written agreement” of Nationstar and Nationstar shall continuously maintain all components of such “written agreement” as an official record of Nationstar or of any successor thereto.

                         5.1.1.4 Neither the execution and delivery of this Agreement or any of the Transaction Ancillary Documents by Nationstar, nor the consummation of the transactions contemplated hereby or thereby, or the performance of or compliance with the terms and conditions of this Agreement or any of the Transaction Ancillary Documents, will conflict with any of the terms, conditions or provisions of Nationstar’s organizational documents, or constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument (i) to which Nationstar is a party or which is applicable to Nationstar or its assets, or result in the violation of any law, rule, regulation, order, judgment or decree to which Nationstar or its properties are subject, or (ii) which adversely affects the Mortgage Loans.

                         5.1.1.5 Nationstar is not in violation of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over Nationstar or its assets, which violation might cause a Material Adverse Effect.

                         5.1.1.6 Nationstar does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant applicable to Nationstar contained in this Agreement and any Transaction Ancillary Document.

                         5.1.1.7 Nationstar is Solvent.

                         5.1.1.8 There are no actions or proceedings against, or investigations of, Nationstar before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement, (C) that might prohibit or adversely affect the performance by Nationstar of its obligations under, or the validity or enforceability of, this Agreement and any Transaction Ancillary Documents, or (D) that is reasonably likely to have a Material Adverse Effect on Nationstar.

                         5.1.1.9 No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Nationstar of, or compliance by Nationstar with, this Agreement or any Transaction Ancillary Document or the consummation of the transactions contemplated by this Agreement or any Transaction Ancillary Document, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Effective Date.

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                         5.1.1.10 Except with respect to statements, tapes, diskettes, forms, reports or other documents furnished by Prior Servicer, no statement, tape, diskette, form, report or other document furnished by Nationstar pursuant to this Agreement and any Transaction Ancillary Documents or in connection with the transactions contemplated hereby or thereby contains any statement that is inaccurate or misleading in any material respect or omits to state a material fact required to be stated therein or necessary to make the information and statements therein not misleading.

                         5.1.1.11 Nationstar has an internal quality control program that is designed to verify the accurate and prudent servicing decisions and practices of Nationstar with respect to the Mortgage Loans.

                         5.1.1.12 No Default has occurred and is continuing.

                         5.1.1.13 Each of (i) the audited consolidated financial statements of Nationstar Mortgage LLC and its consolidated Subsidiaries and the unaudited consolidated financial statements of FIF HE for the most recent completed fiscal year comprised of the consolidated statements of income or operations, balance sheet and cash flows for the preceding 12 month period; (ii) the unaudited consolidated financial statements of Nationstar Mortgage LLC and its consolidated Subsidiaries and FIF HE for its most recently completed fiscal quarter comprised of the consolidated statements of income or operations, balance sheet and cash flows for the preceding quarterly period; and (iii) the unaudited balance sheet of the Servicing Subsidiary as of the effective date of the transfer, was prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, subject to ordinary, good faith year end audit adjustments and, in the case of any such unaudited financial statements, to the lack of a footnote; and fairly present in all material respects, the financial condition of Nationstar Mortgage LLC and its consolidated Subsidiaries and FIF HE as of the date thereof and results of operations for the period covered thereby. The audited consolidated financial statement shall include unaudited consolidating schedules which distinguish the balance sheet and statement of income or operations for Nationstar Mortgage LLC and the Servicing Subsidiary independent of any other entity included in the consolidated statements. The unaudited consolidated quarterly financial statements shall include unaudited consolidating schedules which distinguish the balance sheet and statement of income or operations for Nationstar Mortgage LLC and the Servicing Subsidiary independent of any other entity included in the consolidated statements. Since the date or the most recent consolidated statement, there has been no change in such financial condition or results of operation that is reasonably likely to have a Material Adverse Effect. Except as discussed in the financial statements, and, as applicable, each of Nationstar Mortgage LLC, the Servicing Subsidiary, and FIF HE is not subject to any contingent liabilities or commitments that, individually or in the aggregate, has or may reasonably likely have a Material Adverse Effect on Nationstar Mortgage LLC, the Servicing Subsidiary or FIF HE.

                         5.1.1.14 Nationstar is in compliance with all applicable Requirements of Law.

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                         5.1.1.15 FIF HE has committed to cause the investment of sufficient capital into Nationstar to provide the capacity to enable Nationstar to service Mortgage Loans for Fannie Mae by the end of 2010 with an aggregate outstanding principal balance of at least $50 billion.

               5.1.2 Fannie Mae hereby represents, warrants and covenants to and with Nationstar as of the Effective Date and as of each Servicing Transfer Date:

                         5.1.2.1 Fannie Mae is a corporation duly organized, validly existing and in good standing under the laws of the United States.

                         5.1.2.2 Fannie Mae has the full power and authority and legal right to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement and any Transaction Ancillary Documents, and to conduct its business as presently conducted. The execution, delivery and performance of this Agreement and any Transaction Ancillary Documents and any agreements contemplated hereby or thereby by Fannie Mae have been duly authorized and Fannie Mae has duly executed and delivered this Agreement and any Transaction Ancillary Documents, and any agreements contemplated hereby and thereby. This Agreement and any Transaction Ancillary Documents, assuming due authorization, execution and delivery by Fannie Mae, constitute legal, valid and binding obligations of Fannie Mae, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, moratorium and similar laws affecting creditors’ rights and remedies generally and all requisite organizational action has been taken by Fannie Mae to make this Agreement and any Transaction Ancillary Documents and all agreements contemplated hereby and thereby valid and binding upon Fannie Mae in accordance with their terms.

                         5.1.2.3 This Agreement constitutes the “written agreement” of Fannie Mae and Fannie Mae shall continuously maintain all components of such “written agreement” as an official record of Fannie Mae or of any successor thereto.

                         5.1.2.4 Neither the execution and delivery of this Agreement or any of the Transaction Ancillary Documents by Fannie Mae, nor the consummation of the transactions contemplated hereby or thereby, or the performance of or compliance with the terms and conditions of this Agreement or any of the Transaction Ancillary Documents, will conflict with any of the terms, conditions or provisions of Fannie Mae’s organizational documents, or constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which Fannie Mae is a party or which is applicable to Fannie Mae or its assets, or result in the violation of any law, rule, regulation, order, judgment or decree to which Fannie Mae or its properties are subject.

                         5.1.2.5 No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Fannie Mae of, or compliance by Fannie Mae with, this Agreement or

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any Transaction Ancillary Document or the consummation of the transactions contemplated by this Agreement or any Transaction Ancillary Document, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Effective Date.

     5.2 Affirmative Covenants of Nationstar. Nationstar covenants and agrees with Fannie Mae that Nationstar shall:

               5.2.1 Comply in all material respects with all applicable Requirements of Law and notify Fannie Mae if Nationstar believes that any Servicing Standard (including, without limitation, any provision of the High Touch Servicing Protocols) may violate any Requirement of Law.

               5.2.2 Comply with all provisions, covenants and other promises required to be observed by it under each of the Contractual Obligations to which it is a party, including, without limitation, this Agreement and all Ancillary Documents.

               5.2.3 Not less than forty-five (45) days prior to the end of each fiscal year, submit, or cause the Division to submit, to Fannie Mae the draft business plan of operations for the Division for the upcoming fiscal year, which shall contain a reasonably detailed budget, planning, projection and profitability information, including without limitation, if applicable, the transition of the performance of the Shared Services to the Division, and the transition of the Division to the Servicing Subsidiary (the “Annual Business Plan”) and give due consideration to the comments of Fannie Mae before finalizing such Annual Business Plan.

               5.2.4 Submit, or cause the Division to submit, to Fannie Mae during the course of each fiscal year any proposed material changes to or deviations from the Annual Business Plan and give due consideration to the comments of Fannie Mae before finalizing any such material changes or deviations.

               5.2.5 Submit to Fannie Mae the proposed appointments of any new or replacement member of the Board of Directors or Responsible Officer with management authority over corporate or servicing functions, including without limitation, the three most senior officers of the Division and, with respect to Nationstar only, give due consideration to the comments of Fannie Mae before finalizing any such appointments.

               5.2.6 Make available senior officers to meet with Fannie Mae on a monthly basis to discuss the operations of the Division and the Servicing Subsidiary, including without limitation, the performance of the Mortgage Loans, the conduct of the Servicing and Subservicing, the evaluation of personnel, the effectiveness of the provision of Servicing Functions, the status of the Annual Business Plan, and such other topics of discussion as Fannie Mae may reasonably request.

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               5.2.7 Permit Fannie Mae and its authorized representatives during normal business hours, and upon reasonable prior notice to Nationstar, to examine, inspect, make copies of, and make extracts of, and have reasonable access to, any and all personnel, documents, records, agreements, instruments or information relating to the Fannie Mae Rights, and the operations of Nationstar and the Division, and to provide electronic access thereto.

               5.2.8 (i) Preserve and maintain its legal existence and all of its material rights, privileges, and franchises, including without limitation all federal, state, and local permits, registrations, approvals and licenses reasonably required to enable Nationstar to engage in a mortgage origination and mortgage servicing business for Freddie Mac and Fannie Mae; (ii) preserve and maintain the Division as an independent operating unit and use commercially reasonable efforts to follow the Annual Business Plan except for deviations approved by the Advisory Committee; and (iii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied.

               5.2.9 Deliver, each of the following to Fannie Mae:

                         5.2.9.1 as soon as available, but not later than sixty (60) days after the end of each month that is not the end of a fiscal quarter, a copy of the unaudited consolidated balance sheet of each of Nationstar Mortgage LLC and its consolidated Subsidiaries and FIF HE as at the end of such month and the related unaudited consolidated statements of income and cash flows for the period commencing and consolidating on the first day and ending on the last day of such month and the portion of the fiscal year through the end of such month, and certified by a Responsible Officer of Nationstar Mortgage LLC and FIF HE as fairly presenting, in accordance with GAAP, consistently applied, as at the end of, and for such period (subject to (i) in the case of FIF HE, ordinary good faith year-end adjustments and (ii) in the case of Nationstar, ordinary good faith year-end audit adjustments), the financial position and the results of Nationstar Mortgage LLC and its consolidated Subsidiaries and FIF HE. The unaudited consolidated monthly financial statements shall include unaudited consolidating schedules which distinguish the balance sheet and statement of income or operations for Nationstar Mortgage LLC and the Servicing Subsidiary independent of any other entity included in the consolidated statements;

                         5.2.9.2 as soon as available, but not later than sixty (60) calendar days after the fiscal quarter the unaudited consolidated balance sheet of Nationstar Mortgage LLC and its respective consolidated Subsidiaries and FIF HE as at the end of such fiscal quarter and the related consolidated statements of income or operations and cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarters of the previous year, and certified by a Responsible Officer as fairly presenting, in all material respects, in accordance with GAAP, consistently applied, as at the end of, and for such period, the financial position and the results of operations of Nationstar Mortgage LLC and its respective consolidated Subsidiaries and FIF HE. The unaudited consolidated quarterly financial statements shall include unaudited

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consolidating schedules which distinguish the balance sheet and statement of income or operations for Nationstar Mortgage LLC and the Servicing Subsidiary independent of any other entity included in the consolidated statements;

                         5.2.9.3 as soon as available, but not later than ninety-five (95) days (or in the case of FIF HE, one hundred fifty (150) days) after the end of each fiscal year (including fiscal 2009) the audited consolidated balance sheet of Nationstar Mortgage LLC and its respective consolidated Subsidiaries and the unaudited consolidated balance sheet of FIF HE as at the end of such fiscal year and the related consolidated statements of income and cash flows for Nationstar Mortgage LLC and its consolidated Subsidiaries and FIF HE for such fiscal year, in the case of FIF HE, certified by a responsible officer of FIF HE as fairly presenting, in accordance with GAAP, consistently applied, as at the end of, and for such period, the financial position and the results of FIF HE and, in the case of Nationstar, accompanied by the opinion of an independent certified public accountants of recognized national standing, which report shall state that such consolidated financial statements present fairly the financial position for Nationstar Mortgage LLC and its respective consolidated Subsidiaries for the periods indicated in conformity with GAAP applied on a basis consistent with prior years. The consolidated audited financial statement shall include audited consolidating schedules which distinguish the balance sheet and statement of income or operations for Nationstar Mortgage LLC and the Servicing Subsidiary independent of any other entity included in the consolidated statements. Such opinion in respect of Nationstar Mortgage LLC shall not be qualified or limited because of a restricted or limited examination by the independent auditor of any material portion of Nationstar Mortgage LLC and shall have no “going concern” qualification.

                         5.2.9.4 no later than the tenth (10th) Business Day following the end of each calendar month, such forward-looking financial information about the Division and the Division’s operations as Fannie Mae may reasonably request (i.e., that is capable of being obtained, produced, or generated without undue effort by Nationstar within such period of time) from time to time and in such format as Fannie Mae may reasonably request (the “Monthly Forecasts”).

                         5.2.9.5 promptly such additional information regarding the business, financial, or corporate affairs of Nationstar and FIF HE as Fannie Mae may, from time to time reasonably request and in a format reasonably acceptable to Fannie Mae.

               5.2.10 Except where prohibited by Requirements of Law, promptly furnish to Fannie Mae all notices of all draft and final written audits, examinations, evaluations, reviews and reports of Nationstar’s origination and servicing operations by any Governmental Authority in which there are material adverse findings, including without limitation notices of termination or impairment of approved status, and notices of probation, suspension, or non-renewals.

               5.2.11 Maintain copies of relevant portions of all draft and final written Investor and Insurer audits, examinations, evaluations, monitoring reviews

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and reports of its origination and servicing operations in which there are material adverse findings with respect to Nationstar, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, and all necessary approvals from such Investors and Insurers.

               5.2.12 Conduct quality control reviews of Nationstar’s servicing operations in accordance with industry standards and Investor and Insurer requirements. Nationstar shall report to Fannie Mae quality control findings as such reports are produced and upon reasonable request by Fannie Mae with respect to Nationstar. Fannie Mae reserves the right, and in its sole reasonable discretion, to contract with independent contractors at Fannie Mae’s expense to ensure Nationstar’s compliance with quality control guidelines.

               5.2.13 Maintain errors and omissions insurance and fidelity bond coverage in accordance with Servicing Standards, and shall also maintain such other insurance with financially sound and reputable insurance companies, and with respect to property and risks of a character usually maintained by entities engaged in the same or similar business similarly situated, against loss, damage and liability of the kinds and in the amounts customarily maintained by such entities.

               5.2.14 Deliver to Fannie Mae, on or before April 15th each year beginning April 15, 2010, an Officer’s Certificate signed by a Responsible Officer, stating that (i) a review of the activities of Nationstar during the preceding calendar year and of performance under this Agreement and the Transaction Ancillary Documents has been made under such officer’s supervision, and (ii) Nationstar has complied with the provisions of this Agreement in all material respects, and (iii) to the best of such officer’s knowledge, based on such review, Nationstar has fulfilled all its obligations under this Agreement throughout such year in all material respects, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof and the action being taken by Nationstar to cure such default;

               5.2.15 On or before April 15th of each year beginning April 15, 2010, cause a firm of independent public accountants which is a member of the American Institute of Certified Public Accountants to furnish a report to Fannie Mae stating that (i) it has obtained a letter of representation regarding certain matters from the management of Nationstar which includes an assertion that Nationstar has complied with either the servicing criteria as set forth in Item 1122 of Regulation AB (17 C.F.R. §§229.1100-229.1123) (“Reg AB”) or certain minimum residential mortgage loan servicing standards identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of residential loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly

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stated in all material respects, subject to such exceptions and other qualifications that may be appropriate.

               5.2.16 Execute and maintain the Servicer Participation Agreement with Fannie Mae, as agent on behalf of the United States Department of Treasury, in order to participate in the Home Affordable Modification Program and otherwise participate in all loss mitigation efforts headed by Fannie Mae on its own behalf (or on behalf of the U.S. Government), with respect to all Mortgage Loans.

               5.2.17 Cause FIF HE to deliver to Fannie Mae and maintain an executed guaranty in the form of Exhibit C hereto.

     5.3 Negative Covenants of Nationstar. Nationstar covenants and agrees with Fannie Mae that, except as otherwise permitted or contemplated by this Agreement or the Ancillary Documents or with the prior written approval of Fannie Mae:

               (a) It will not take any of the following actions:

               5.3.1 Create, incur or permit to exist, any lien, encumbrance or security interest in or on the Fannie Mae Rights, or assign any right to receive income in respect thereof, except in connection with any financing of any Fannie Mae Rights that is made in accordance with (and not in contravention of) the Guide or any financing in which such lien, encumbrance or security interest is in favor of Fannie Mae;

               5.3.2 Settle any Action filed or otherwise instituted against it if such settlement would lead to or result in a material modification to the manner in which the Servicing or Subservicing provided by Nationstar hereunder is conducted or would contain any relief against the Fannie Mae Rights other than monetary damages payable by Nationstar;

               5.3.3 Permit a Change of Control of Nationstar to occur; provided, however, that if following a Change of Control, either of the following conditions are satisfied, such Change of Control shall not be deemed a Change of Control prohibited by this subsection: (i) the Persons acquiring (50%) or more of the outstanding voting stock or ownership interests on a fully diluted basis are all Fannie Mae approved servicers or are entities that otherwise control an approved Fannie Mae servicer or (ii) Nationstar’s financial condition, on a consolidated basis, as a result of such Change of Control is not negatively and materially impacted and, as a result of such acquisition, (x) Nationstar’s (or the entity surviving such transaction) ability to meet its servicing obligations hereunder is not negatively impacted and (y) the quality of Nationstar’s (or the entity surviving such transaction) servicing under this Agreement is consistent with practice prior to such Change of Control.

               5.3.4 Liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) except as called for by this Agreement with respect to the Servicing Subsidiary;

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               5.3.5 Enter into any commercial transaction (including any purchase, sale, lease or exchange of property or the rendering of any service) with any Affiliate that is not upon fair and reasonable terms no less favorable to the Nationstar than it would obtain in a comparable arm’s-length transaction with a Person which is not an Affiliate and that is reasonably likely to impair Nationstar’s ability to perform its obligations under this Agreement or create a Material Adverse Effect;

               5.3.6 Assume the obligation to provide Servicing or Subservicing to an Investor other than Fannie Mae that is reasonably likely to impair Nationstar’s ability to perform its obligations to perform under this Agreement or create a Material Adverse Effect;

               5.3.7 Except in connection with any financing of any Fannie Mae Rights that is made in accordance with (and not in contravention of) the Guide, or sell, transfer, convey, or assign any Fannie Mae Servicing Right provided that, as a condition to Fannie Mae’s approval of any such sale, transfer, conveyance, or assignment, Nationstar must use the proceeds of such sale, transfer or assigned according to the priority set forth in Section 16.13; or

               5.3.8 Appoint any subservicers with respect to any Fannie Mae Rights, provided that, in the event that Nationstar retains a subservicer to subservice the Mortgage Loans on its behalf with Fannie Mae’s prior approval, Nationstar agrees to include provisions in its subservicing agreement with subservicer that require subservicer to provide the Loan Performance Advisor with the Servicing information and data set forth in Section 4, above, on the same terms as set forth herein.

               5.3.9 Perform any direct borrower contact under this Agreement with personnel outside of the United States.

(b) It will not take any of the following actions if and to the extent that any such action would, or would reasonably be expected to, directly or indirectly materially impair or materially adversely affect (i) Fannie Mae’s right, title, or interest in and to, or the value of, the Fannie Mae Rights or (ii) the ability of Nationstar to meet its servicing obligations hereunder:

               5.3.10 Enter into any Servicing Agreement that involves Mortgage Loans with aggregate outstanding principal balances at any time in excess of $10 million that constitute “high-cost loan” or “covered loan” under either the Home Ownership Equity Protection Act or a similar state or local anti-predatory lending Law;

               5.3.11 Permit any payment of Indebtedness of Nationstar in excess of $500,000, individually or in the aggregate, (i) not to be paid when due or within any applicable cure period set forth in any agreement or instrument relating to such indebtedness or (ii) to be declared due and payable, before its normal or agreed maturity by reason of default (however described);

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               5.3.12 Acquire all or substantially all of the assets or capital stock of, or otherwise acquire, any Person; provided, however, that, except as otherwise provided in this Agreement, this Section shall not prohibit Nationstar Mortgage LLC from acquiring whole loans, non-recourse servicing or other financial assets from third parties;

               5.3.13 Except as otherwise may be mandated by GAAP, (a) change any of the accounting principles or practices used by Nationstar or (b) change the independent auditors of Nationstar;

               5.3.14 Engage in any line or lines of business activity other than the origination, purchase, sale, and servicing of residential loans secured by 1-4 unit properties, consumer loans and unsecured loans;

               5.3.15 Be liable for or create, assume, incur, guarantee, or in any way be liable, contingently or otherwise, in respect of any Indebtedness or lease obligations, in each case of any third party (and for the avoidance of doubt not of an Affiliate) in excess of $500,000;

               5.3.16 Amend, modify or waive any organizational document of Nationstar or any other agreement or document to which Nationstar is a party containing covenants or other restrictive provisions relating to the separateness of Nationstar as an entity; or

               5.3.17 Enter into any joint venture, joint operating or similar arrangement.

     5.4 Notice of Certain Occurrences. Nationstar covenants and agrees with Fannie Mae that Nationstar shall notify Fannie Mae of:

               5.4.1 As soon as reasonably practicable, but in any event within five (5) Business Days after Nationstar’s Knowledge of, any Default;

               5.4.2 As soon as reasonably practicable, but in any event within seven (7) Business Days after Nationstar’s Knowledge thereof, any legal proceeding or other Action instituted or threatened by or against Nationstar or any of its Subsidiaries in any federal or state court or before or by any commission, regulatory body or Governmental Authority, including, without limitations, the filing of putative class action law suits and threats by state mortgage banking licensing authorities to terminate or impair Nationstar’s licenses or registrations to perform Servicing or Subservicing, in each case that could reasonable be expected to directly or indirectly materially impair or materially adversely affect either (i) Fannie Mae’s right, title, or interest in and to, or the value of, the Fannie Mae Rights or (ii) the ability of Nationstar to meet its obligations hereunder;

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               5.4.3 Within five (5) Business Days of Nationstar becoming aware of any Material Adverse Effect or any event or change in circumstances, which should reasonably be expected to have a Material Adverse Effect or cause an Unmatured Event of Default;

               5.4.4 After entry into a binding letter of intent or definitive documentation related thereto, any proposed Change of Control (without giving effect to the proviso to such definition) of Nationstar;

               5.4.5 As soon as reasonably practicable after any change in the following positions of Nationstar or the responsibilities of the Persons holding such positions on the date hereof, or the disability continuing for more than thirty (30) days, or death, of any of the Persons occupying the following positions on the date hereof: any member of the Board of Directors or any Responsible Officer with management authority over corporate or servicing functions;

               5.4.6 As soon as reasonably practicable after any sale of non-Fannie Mae Servicing Rights by Nationstar in excess of $5,000,000,000;

               5.4.7 Written notice from any Investor regarding an adverse fact or circumstance in respect of Nationstar which adverse fact or circumstance entitles such Investor to terminate a Servicing Agreement with Nationstar with cause pursuant to the applicable Servicing Agreement, provided that, for Investors other than Freddie Mac, Ginnie Mae, any Federal Home Loan Bank, VA or any other Governmental Authority, the aggregate outstanding principal balance of the loans covered by such Servicing Agreement exceeds $25 million;

               5.4.8 Any agreement or non-appealable order to repurchase from an Investor or Insurer, or indemnify an Investor or Insurer with respect to, one or more Serviced Loans with an aggregate outstanding principal balance in excess of $5,000,000 and the reason for such repurchase or indemnification, as documented on a monthly report; and

               5.4.9 Such other information, documents, records or reports with respect to the Fannie Mae Rights or the conditions or operations, financial or otherwise, of Nationstar as Fannie Mae may from time to time reasonably request.

6. Confidential Information. Nationstar and Fannie Mae agree that information concerning the other party’s business (including that of all corporate affiliates and subcontractors) governed by the terms of that certain Mutual Non-Disclosure Agreement dated as of March 13, 2009 (the “NDA”). The NDA is incorporated herein by this reference and will survive any termination or expiration of this Agreement. The Servicing Subsidiary and Fannie Mae will enter into a new NDA in accordance with Section 1.4.1, which also will survive any termination or expiration of this Agreement.

7. Consumer Personal Information. Nationstar (i) shall comply with all applicable laws and regulations regarding the privacy or security of Consumer Personal Information; (ii) shall not collect, create, use, store, access, disclose or otherwise handle Consumer

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Personal Information in any manner inconsistent with any applicable laws or regulations regarding the privacy or security of Consumer Personal Information; (iii) shall not disclose Consumer Personal Information to any affiliated or non-affiliated third party except to enforce or preserve its rights, as otherwise permitted or required by applicable law (or by regulatory authorities having jurisdiction in the premises) or, in the case of Nationstar, at the specific written direction of the Fannie Mae; (iv) shall maintain appropriate administrative, technical and physical safeguards to protect the security, confidentiality and integrity of Consumer Personal Information; and (v) shall promptly notify Fannie Mae in writing upon becoming aware of any actual breach and of any suspected breach of this section. Nationstar and Fannie Mae acknowledge and agree that Consumer Personal Information provided by either party to the other is Proprietary Information of the providing party.

8. Information Security Standards and Reviews. Nationstar shall, with respect to all systems, applications, networks, or sites, used by Nationstar in accessing, processing, or storing Proprietary Information, comply with Fannie Mae’s and Nationstar’s Information Security Standards. Fannie Mae and Nationstar shall disclose its Information Security Standards to each other. Fannie Mae may perform reasonable information security reviews on any systems, applications, networks, or sites, used by Nationstar in accessing, processing, or storing Proprietary Information (“Reviews”). The Reviews shall include, but not be limited to, physical inspection, external scan, internal scan, code review, process reviews, and reviews of system configurations. The Reviews shall be conducted in Fannie Mae’s discretion, by Fannie Mae or its designee (who will be a nationally known security firm), and at Fannie Mae’s expense. Nationstar hereby grants permission to Fannie Mae or its designee to perform one Review each calendar year. Should any Review result in the discovery of material security risks to the systems, applications, networks, or sites, used by Nationstar in accessing, processing, or storing Proprietary Information, Fannie Mae shall immediately notify Nationstar of such risks, and Nationstar shall respond to Fannie Mae in writing within five (5) Business Days with Nationstar’s plan to take reasonable measures to promptly correct, repair, or modify the applicable system, application, network, or site to effectively eliminate the risk.

9. Electronic Incident Reporting. For purposes hereof, “Electronic Incident” shall mean any unauthorized action by a known or unknown person which, if successfully completed, should reasonably be considered one of the following: an attack, penetration, denial of service, disclosure of Proprietary Information, misuse of system access, unauthorized access or intrusion (hacking), virus intrusion, scan of Fannie Mae or Nationstar’s systems or networks, or any other activity that could adversely affect Proprietary Information. For purposes hereof, “Nationstar’s systems and networks” shall include the systems, networks, technology, content or web sites of third-party vendors used by Nationstar hereunder. Nationstar shall report to Fannie Mae all known or suspected Electronic Incidents. If an Electronic Incident occurs, Nationstar shall promptly notify Fannie Mae’s Incident Management Center and provide the following information: nature and impact of the Electronic Incident; actions already taken by Nationstar and Nationstar’s assessment of immediate risk; and corrective measures to be taken, evaluation of alternatives, and next steps. Nationstar shall continue providing appropriate status reports to Fannie Mae regarding the resolution of the Electronic

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Incident and prevention of future such Electronic Incidents. Fannie Mae and Nationstar may require that Nationstar’s accessing, processing, or storing of Consumer Personal Information be suspended, or connectivity with be terminated, or other appropriate action be taken, pending such resolution.

10. Use of Name. No Party shall advertise, market or otherwise make known to others any information relating to the subject matter of this Agreement, including mentioning or implying the name of the other Party, without the prior written approval of the other Party.

11. Business Continuity. Nationstar shall provide business continuity, disaster recovery, and backup capabilities and facilities, through which Nationstar will be able to perform its obligations hereunder with minimal disruptions or delays. Upon request, Nationstar shall provide to Fannie Mae copies of its written business continuity, disaster recovery, and backup plan(s). Nationstar will have, at a minimum, a secured backup site containing all hardware, software, communications equipment, and current copies of data and files necessary to perform Nationstar’s obligations hereunder. Transfer to the backup site shall occur within 24 hour(s) after system failure or other event that prevents Nationstar from operating as usual at its primary site. Nationstar shall test said plan(s) at intervals not to exceed one (1) year, and shall, at Fannie Mae’s request, provide Fannie Mae the results of said testing. Nationstar shall permit Fannie Mae to participate annually in the testing of Nationstar’s business continuity, disaster recovery, and backup plan(s). Fannie Mae may require Nationstar, at no cost to Fannie Mae, to participate annually in the testing of Fannie Mae’s own business continuity, disaster recovery, and backup plan(s), insofar as they are applicable to Nationstar.

12. Staff and Facilities. Nationstar will provide and supervise such well-trained and qualified personnel as are reasonably necessary to carry out Nationstar’s obligations under this Agreement.

13. Customer Complaints.

     13.1 Provision of Complaints. On a monthly basis, Nationstar shall provide Fannie Mae with a summary of all Executive Complaints related to Mortgage Loans, including a summary of the issue and resolution along with date received and resolved. Upon request by Fannie Mae, Nationstar shall provide Fannie Mae with a scanned copy of any such Executive Complaints.

     13.2 Tracking Complaints. Nationstar shall track Executive Complaints in a database. At Fannie Mae’s request, Nationstar will provide Fannie Mae with a database report of such Executive Complaints containing such data as Fannie Mae may reasonably request. Nationstar shall maintain an internal procedure to ensure that written complaints received by Nationstar are properly delivered to its legal department and/or Office of the President (or such other departments or offices of Nationstar that are designated to fill the roles thereof with respect to complaints in the future), as applicable, and provide Fannie Mae with evidence thereof upon request.

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14. Events Of Default

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

               14.1.1 Any representation or warranty made by Nationstar (or any of Nationstar’s officers), including, without limitation, any representation or warranty made by the Servicing Subsidiary upon its assumption of this Agreement, under or pursuant to the terms of this Agreement, or any other Ancillary Document or any information, certificate, or report delivered pursuant hereto, shall prove to have been false or incorrect in any material respect when made, and, if capable of being cured, such breach is not remedied within thirty (30) days after the earlier of (i) actual Knowledge of Nationstar thereof or (ii) written notice of such default from Fannie Mae;

               14.1.2 Nationstar shall fail to perform or observe in any material respect any term, covenant or agreement contained in this Agreement or in any other Ancillary Document on its part to be performed or observed, or Nationstar commits multiple breaches of this Agreement, none of which is necessarily a material breach, but which have had an aggregate or cumulative effect comparable to that of a material breach, and any such failure shall remain unremedied for five (5) days in the event of monetary breaches, including, without limitation, the failure to credit payments to, or remit funds from, the applicable Custodial Accounts and twenty (20) days in all other cases where the breach by its nature is susceptible of cure after the earlier of (i) actual Knowledge by Nationstar or (ii) written notice of such default from Fannie Mae, in the case of a term, covenant or agreement contained in this Agreement, or beyond the applicable cure period, if any, specified in the relevant Ancillary Document in the case of a term, covenant or agreement contained in any other Ancillary Document; provided, however, that if the default cannot by its nature be cured within the applicable time period or cannot after diligent attempts by Nationstar be cured within such applicable time period, and such default is likely to be cured within a reasonable time, then Nationstar shall have an additional reasonable period (which shall not in any case exceed 30 days) to attempt to cure such default; provided, further, that, notwithstanding the foregoing, Fannie Mae may elect to shorten or eliminate the applicable initial or extension cure period to avoid any material prejudice to its interests, including, without limitation, where the material failure to comply with this Agreement causes or results in the breach of the security of the Servicing or Subservicing that results in the unauthorized use or disclosure of Consumer Personal Information if Fannie Mae reasonably determines that such act materially and adversely affects the reputation or interests of Fannie Mae;

               14.1.3 An Event of Bankruptcy shall have occurred with respect to Nationstar;

               14.1.4 The failure of Nationstar to be an approved servicer under the guidelines of Fannie Mae or Nationstar is terminated for cause by Fannie Mae as servicer with respect to any Fannie Mae Servicing Rights;

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               14.1.5 The occurrence of a Material Adverse Effect;

               14.1.6 Any other action, event or condition of any nature which is reasonably likely to lead to or result in a material default under an Indebtedness of Nationstar or which, with or without notice or lapse of time or both, would constitute a default under any other agreement, instrument or indenture to which Nationstar or any of their Subsidiaries is a party or to which Nationstar or any of their Subsidiaries or any of its or their properties or assets may be subject that could reasonably be expected to cause a default under an Indebtedness of Nationstar; and

               14.1.7 Nationstar shall receive notice of breach, default or non-compliance by an Investor (other than Fannie Mae) with respect to a material portion of its Servicing Rights, which entitles an Investor to terminate the related Servicing Agreement, which notice has not been rescinded or otherwise nullified within three (3) Business Days.

15. Indemnifications.

     15.1 Servicer Indemnification. Nationstar shall indemnify, defend and hold Fannie Mae, its Affiliates and their respective officers, directors and employees (collectively, the “Fannie Mae Indemnified Parties”) harmless from any liability, claim, loss or damage (including, without limitation, any reasonable legal fees, judgments or expenses relating to such liability, claim, loss or damage) to Fannie Mae Indemnified Parties arising out of, in connection with, or resulting from Nationstar’s failure to observe and perform any or all of Nationstar’s duties, obligations, covenants, agreements, warranties or representations contained in this Agreement or in any Transaction Ancillary Document.

     15.2 Fannie Mae Indemnification. Fannie Mae shall indemnify, defend and hold Nationstar, its Affiliates and their respective officers, directors and employees (collectively, the “Nationstar Indemnified Parties”) harmless from any liability, claim, loss or damage (including without limitation, any reasonable legal fees, judgments or expenses relating to such liability, claim, loss or damage) to Nationstar Indemnified Parties arising out of, in connection with, or resulting from Fannie Mae’s failure to observe and perform or a breach of any or all of Fannie Mae’s duties, obligations, covenants, agreements, warranties or representations contained in this Agreement or in any Transaction Ancillary Document.

     15.3 Control of Defense. An indemnifying party shall conduct the defense in a third-party action arising as described herein with counsel reasonably acceptable to the indemnified party, who shall cooperate with such defense.

16. Term and Termination.

     16.1 Term. This Agreement shall continue in full force and effect until the third anniversary of the Effective Date, unless terminated earlier as provided in this Agreement. This Agreement shall automatically renew for three additional one (1) year terms unless Fannie Mae notifies Nationstar at least nine (9) months prior to the

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expiration of the initial term or an extension term of Fannie Mae’s election not to renew this Agreement. Notwithstanding the foregoing, or any pending termination of this Agreement with or without cause or for a Regulatory Event, if Fannie Mae exercises its “call” right under Section 1.5, this Agreement automatically shall be extended until the closing of the acquisition by Fannie Mae or its Designee.

     16.2 Automatic Termination. This Agreement shall automatically terminate upon termination of the MSSC or the closing of the acquisition by Fannie Mae or its Designee if Fannie Mae exercises its “call” right under Section 1.5.

     16.3 Termination of Agreement by Fannie Mae With Cause. Fannie Mae may terminate this Agreement and the Ancillary Documents, including the MSSC, the Subservicing Agreements, the Supplemental Servicing Agreements, and other Contracts with respect to all or any portion of the Fannie Mae Rights, with cause and without payment of a termination fee at any time upon the occurrence of an Event of Default.

     16.4 Termination of Agreement by Fannie Mae Without Cause.

               16.4.1 Fannie Mae may terminate this Agreement at any time, without cause, upon ninety (90) days’ prior notice to Nationstar. If Fannie Mae terminates this Agreement pursuant to this Section 16.4, Fannie Mae shall pay Nationstar an Expense Recapture Amount in respect of such termination.

               16.4.2 Unless otherwise provided in the applicable Transaction Ancillary Document with respect to Fannie Mae Servicing Rights, Fannie Mae shall not terminate any Transaction Ancillary Documents, or terminate or purchase any Fannie Mae Servicing Rights under any Transaction Ancillary Document, under this Section 16.4, with respect to any Fannie Mae Servicing Rights, prior to thirty (30) months after the date on which $15 billion or more of Fannie Mae Servicing Rights (excluding the Excluded Assets) have been transferred to Nationstar by Fannie Mae. In the event of any termination of any such Transaction Ancillary Document with respect to any Fannie Mae Servicing Rights, or termination or purchase of any Fannie Mae Servicing Rights, pursuant to this Section 16.4 (or related to a termination of this Agreement pursuant to this Section 16.4), the termination fee and/or repurchase price shall be determined in accordance with the terms of such Transaction Ancillary Document, which may provide for the payment by Fannie Mae of a Wind Down Fee, and shall not necessarily be affected by the termination of this Agreement. In the absence of terms in the Transaction Ancillary Document regarding termination fee or a Wind Down Fee, Fannie Mae shall pay Nationstar a termination fee calculated in accordance with Part I, Section 201.08 of the Fannie Mae Servicing Guide as in effect on the Effective Date.

               16.4.3 Any payment by Fannie Mae to Nationstar pursuant to this Section 16.4 shall be paid in accordance with the payment application provisions of Section 16.13 hereof.

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     16.5 Termination of Agreement for Regulatory Event.

               16.5.1 Either Party may terminate this Agreement upon sixty (60) prior days’ notice to the other Party if a Regulatory Event occurs and is continuing with respect to Fannie Mae or Nationstar, as applicable. If Fannie Mae terminates this Agreement pursuant to this Section 16.5, Fannie Mae shall pay Nationstar an Expense Recapture Amount in respect of such termination.

               16.5.2 In the event of any termination of any Transaction Ancillary Document with respect to any Fannie Mae Servicing Rights, or termination or purchase of any Fannie Mae Servicing Rights, pursuant to this Section 16.5 (or related to a termination of this Agreement pursuant to this Section 16.5), the termination fee and/or repurchase price shall be determined in accordance with the terms of such Transaction Ancillary Document, which may provide for the payment by Fannie Mae of a Wind Down Fee, and shall not necessarily be affected by the termination of this Agreement. In the absence of terms in the Transaction Ancillary Document regarding termination fee or a Wind Down Fee, Fannie Mae shall pay Nationstar a termination fee calculated in accordance with Part I, Section 201.08 of the Fannie Mae Servicing Guide as in effect on the Effective Date.

               16.5.3 Any payment by Fannie Mae to Nationstar pursuant to this Section 16.5 shall be paid in accordance with the payment application provisions of Section 16.13 hereof.

     16.6 Termination and Purchase of Fannie Mae Servicing Rights. Separate and apart from Fannie Mae’s right to exercise its “call” pursuant to Section 1.5 hereof, at any time thirty (30) months after the date on which $15 billion or more of Fannie Mae Servicing Rights (excluding the Excluded Assets) have been transferred to Nationstar by Fannie Mae, Fannie Mae may elect to purchase all or any portion of the Fannie Mae Servicing Rights for an amount equal to (a) the termination fee and/or repurchase price under Part I, Section 201.08 of the Fannie Mae Servicing Guide as in effect on the Effective Date; (b) less any recapture of purchase subsidy amounts as set forth in paragraph 16.13, below; and (c) plus, if the purchase does not provide for Nationstar to provide Subservicing for such purchased Fannie Mae Servicing Rights, the Expense Recapture Amount pro rated for the portion of the total Fannie Mae Servicing Rights purchased by Fannie Mae. Except as otherwise provided in this Agreement, any termination of any Transaction Ancillary Document shall be governed by terms of such Transaction Ancillary Document, which may provide for the payment by Fannie Mae of a Wind Down Fee, and shall not be affected by the termination of this Agreement.

     16.7 Termination of Agreement by Nationstar. Nationstar may terminate this Agreement if Fannie Mae breaches its representations, warranties or covenants in this Agreement in any material respect and such breaches are not cured within ninety (90) days after Nationstar’s notice thereof provided that any termination of any Transactional Ancillary Document shall be governed by terms of such Transactional Ancillary Document and shall not be affected by the termination of this Agreement. If Nationstar

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terminates this Agreement pursuant to this Section 16.7, Fannie Mae shall pay Nationstar an Expense Recapture Amount in respect of such termination.

     16.8 Termination of Subservicing Agreements. Termination of any Subservicing Agreement and the right to Subservice the related Fannie Mae Subservicing Appointments is governed by the applicable Subservicing Agreement.

     16.9 Termination of Servicing of REO Properties. Without terminating this Agreement or any Subservicing Agreement, Fannie Mae at any time may transfer the Servicing or Subservicing of all or any REO Properties then serviced or subserviced by Nationstar in which case no termination fee shall be payable by Fannie Mae.

     16.10 Impact on MSSC. In the event that this Agreement is terminated, the MSSC, as amended by this Agreement with respect to the relative rights and obligations of Fannie Mae and Nationstar pertaining to any Fannie Mae Rights, shall remain in full force and effect unless specifically terminated with respect to all or any portion of the Fannie Mae Rights.

     16.11 Survival. Termination of this Agreement shall not relieve Nationstar Mortgage, LLC, Nationstar or Fannie Mae of any liability it may have under this Agreement pertaining to the period prior to such termination, including without limitation any indemnification obligation. Notwithstanding the foregoing, Nationstar and Fannie Mae hereby agree that the provisions of Sections 2.2, 2.3, 6, 15, 16, 20, and 23 shall survive the termination or expiration of this Agreement. If any Subservicing Agreement is not terminated in whole, then the provisions of this Agreement that apply to the Servicing or Subservicing of Mortgage Loans shall survive with respect to the MSSC or the Subservicing Agreement, notwithstanding the termination of this Agreement.

     16.12 Disengagement Assistance. Regardless of the basis for termination or expiration of this Agreement (in whole or in part) or the Party invoking the termination, commencing six months prior to the expiration of the Agreement or commencing upon a notice of the termination or of non-renewal of the Agreement, and continuing through the effective date of expiration or, if applicable, termination of the Agreement, Nationstar will in all cases provide reasonable disengagement assistance to facilitate the transfer of the Servicing or Subservicing to another entity. Fannie Mae shall pay Nationstar any reasonable costs and expenses incurred by Nationstar in connection with such disengagement assistance. Nationstar will use commercially reasonable efforts to minimize Fannie Mae’s costs and management time resulting from the cessation of the terminated services and to minimize the implementation time for the transfer of the terminated Servicing or Subservicing to Fannie Mae and/or its successor servicer(s) or servicer(s). If this Agreement or any services are being terminated by Nationstar pursuant to Section 16.7, then Fannie Mae will be required to pay Nationstar’s reasonable costs and expenses for disengagement assistance monthly in advance.

     16.13 Recapture of MSR Subsidy. In the event Fannie Mae subsidizes (the “Subsidy”) Nationstar’s acquisition of Fannie Mae Rights from a Prior Servicer, Nationstar must seek approval from Fannie Mae prior to executing a subsequent sale of

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such Fannie Mae Servicing Rights to any third party. In the event Nationstar sells the subsidized Fannie Mae Rights, Fannie Mae shall be entitled to recapture the subsidy paid to the Prior Servicer according to the following priority:

               (a) Fannie Mae, as lender, shall be paid first from the proceeds of any sale of the Fannie Mae Rights, in an amount necessary to satisfy any outstanding loans made by Fannie Mae to Nationstar to finance the purchase of Fannie Mae Rights or the making of servicing advances pursuant to any outstanding Contracts;

               (b) Fannie Mae and Nationstar shall be paid second from the proceeds of any sale of Fannie Mae Rights, in an amount pro rata based on the economic value provided by each Party to acquire such Fannie Mae Rights (excluding, for example, the amount paid by Nationstar based on any subsidy provided by Fannie Mae in connection therewith) until the subsidy has been repaid in full to Fannie Mae. The foregoing allocations shall be calculated using the aggregate unpaid principal balance of the Mortgage Loans (i) for which the related Fannie Mae Rights are being sold or otherwise transferred, and (ii) as of the applicable sale date set forth in the applicable Fannie Mae Rights purchase agreement or transfer documentation;

               (c) Nationstar shall be paid any remaining proceeds of any sale of Fannie Mae Rights.

     For the avoidance of doubt, the following example is intended to illustrate the application of the formula set forth in this Section 16.13: assume a transaction in which Fannie Mae Servicing Rights subject to this Agreement are purchased for ninety (90) basis points (0.90%), with Nationstar paying thirty (30) basis points (0.30%) (of which twenty five (25) basis points (0.25%) are financed by Fannie Mae) and Fannie Mae subsidized sixty (60) basis points (0.60%) of the purchase price. Then, at a later date such Fannie Mae Servicing Rights are sold for seventy (70) basis points (0.70%). The money paid by the buyer of the Fannie Mae Servicing Rights would first go to pay off the balance on the financing obligation, with the remainder being divided between Nationstar and Fannie Mae on a ratio of 1/3rd and 2/3rds, respectively.

17. Access to Records. Upon written request by Fannie Mae, Nationstar shall deliver all, or a portion of, the Mortgage Loan records and documents to Fannie Mae or its designee in the manner provided in the MSSC and the Guides.

18. Waivers.The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other subsequent breach.

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19. Entire Agreement; Amendment. The NDA, the MSSC and other Contracts, the Ancillary Documents and this Agreement, including all documents and exhibits incorporated by reference therein and herein, constitute the entire agreement between the parties with respect to Servicing and Subservicing of the Mortgage Loans for Fannie Mae. This Agreement may be amended and any provision hereof waived, but, only, in the case of a waiver, in writing signed by the party against whom such enforcement is sought or, in the case of an amendment, in a writing signed by Nationstar and Fannie Mae.

20. Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES), EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW.

21. Relationship of Parties. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the Parties. The duties and responsibilities of Nationstar shall be rendered by it as an independent contractor and not as an agent of the Fannie Mae.

22. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be held invalid for any reason whatsoever, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and be restated to reflect as nearly as possible the original intentions of the Parties and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

23. Waiver of Trial by Jury. NATIONSTAR AND FANNIE MAE EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

24. Assignability. Except as otherwise set forth herein, neither Nationstar nor Fannie Mae shall sell, transfer, convey, assign or pledge this Agreement or any of their respective rights under this Agreement, the NDA, the Ancillary Documents, the MSSC and other Contracts (including the Subservicing Agreements) without the prior express written approval of the other Party, which approval may be granted in the sole and absolute discretion of the other Party.

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25. Signatures/Counterparts. This Agreement may be executed by each Party (i) in one or more fully executed copies, each of which shall constitute a fully executed original Agreement, and/or (ii) in counterparts having one or more original signatures, and all such counterparts containing the original signatures of all of the parties hereto taken together shall constitute a fully executed original Agreement, as applicable, and/or (iii) by delivery of one or more original signed signature pages to the other parties hereto (x) by mail or courier, and/or (y) by electronic transmission, including without limitation by telecopy, facsimile or email of a scanned image (“Electronic Transmission”), each of which as received shall constitute for all purposes an executed original signature page of such Party. Each Party may deliver a copy of this Agreement, fully executed as provided herein, to Fannie Mae by mail and/or courier and/or Electronic Transmission, and such copy as so delivered shall constitute a fully executed original Agreement, superseding any prior form of the Agreement that differs therefrom in any respect.

26. Notices. Any notices or requests required under this Agreement shall be sent via U.S. Postal Service or reliable overnight delivery service, to Fannie Mae and Nationstar at the addresses set forth below:

Fannie Mae:	3900 Wisconsin Avenue, NW
	Washington, DC 20016
	Attention: David Hisey
	Deputy Chief Financial Officer
	With copies to
	3900 Wisconsin Avenue, NW
	Washington, DC 20016
	Attention: Tim Mayopoulos, Esq.
	General Counsel
	And
	National Servicing Organization
	14221 Dallas Parkway
	Suite 1000
	Dallas, Texas 75254
	Attention: Leslie Peeler
	Vice President — Servicer Management
Nationstar:	Nationstar Mortgage LLC
	350 Highland Drive
	Lewisville, TX 75067
	Attn: Anne Sutherland,
	General Counsel
	With copies to:

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Nationstar Mortgage LLC

350 Highland Drive

Lewisville, TX 75067

Attn: Anthony H. Barone

President and Chief Executive Officer

Nationstar Mortgage LLC

350 Highland Drive

Lewisville, TX 75067

Attn: Jay Bray

Chief Financial Officer

27. Informal Dispute Resolution. Prior to the initiation of formal dispute resolution procedures, the Parties will first attempt to resolve their dispute informally in accordance with the escalation procedures set out in the following protocols:

     27.1 Relationship Executives. A dispute under this Agreement initially will be referred in writing to Nationstar’s relationship manager pursuant to Section 1.6 hereof and his or her primary contact at Fannie Mae (the “Relationship Executives”)

     27.2 Advisory Committee. If the Relationship Executives are unable to resolve the dispute within 15 days of their receipt of the written referral to the Relationship Executives, the dispute will be referred in writing to the Advisory Committee.

     27.3 Lead Executives. If the Advisory Committee is unable to resolve the dispute within 30 days of its receipt of the written referral to the Advisory Committee:

               27.3.1 the dispute will be referred in writing to a senior representative of each Party who does not devote substantially all of his time to performance under the Agreement (together the “Lead Executives”).

               27.3.2 Within seven days after receipt of a written referral of a dispute from the Advisory Committee, the Lead Executives will meet promptly to discuss the dispute and attempt to resolve it without the necessity of any formal proceeding. They will meet as often as they deem necessary in order that each Party may be fully advised of the other’s position. During the course of discussion, all reasonable requests made by one Party to the other for non-privileged information reasonably related to the matters in dispute will be honored promptly.

               27.3.3 All discussions and negotiations (and information exchanged) by the Parties pursuant to this Section 27.3 will be Confidential Information and will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence; provided however, that this provision will not be construed to exclude the discoverability or admissibility of evidence otherwise discoverable or admissible under applicable laws or rules of evidence merely because it was presented in the course of such compromise negotiations.

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               27.3.4 The specific format for the discussions will be left to the discretion of the Lead Executives.

               27.3.5 If the dispute has not been resolved within 60 days after its initial referral to the Relationship Executives, either Party may initiate formal proceedings for the resolution of the dispute.

28. Conflict with Fannie Mae Guides. In the event of any conflict or inconsistency between this Agreement and the Fannie Mae Guides, the terms of this Agreement shall control.

29. Definitions. All terms in this Agreement shall have the same meaning as used in the MSSC and Fannie Mae Guides unless otherwise specified in this definitional section of the Agreement or in the body hereof.

          Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing practices (including collection procedures) of prudent mortgage banking institutions that service loans of the same product type, loan features and terms, payment status, and borrower characteristics, as the Mortgage Loans in the jurisdiction where the Mortgaged Property is located.

          Action: Any claim, action, suit, arbitration, inquiry, proceeding or investigation in a civil action or by or before any Governmental Authority.

          Affiliate: With respect to any Person, any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” (together with the correlative meanings of “controlled by” and “under common control with”) means possession, directly or indirectly, of the power (a) to vote ten percent (10%) or more of the securities (on a fully diluted basis) having ordinary voting power for the directors or managing general partners (or their equivalent) of such Person, or (b) to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.

          Agreement: This Strategic Relationship Agreement and all amendments hereof, Exhibits and supplements hereto.

          Ancillary Documents: The Contracts, the Fannie Mae Guides and all notices, certificates, and other documents to be executed and delivered by Nationstar in connection with the transactions contemplated by this Agreement.

          Annual Business Plan: The annual business plan provided for in Section 5.2.3 hereof.

          Baseline Servicing Functions: All collection activities relating to the Servicing and Subservicing functions, including communicating with Mortgagors to collect payments and avoid and cure delinquencies and defaults; maintaining low

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delinquency rates; engaging in loss mitigation activities; and providing reports to Governmental Authorities and Investors.

          Business Day: Any day other than (i) a Saturday or Sunday, (ii) a day on which the main offices of Fannie Mae in the District of Columbia are scheduled to be closed or (iii) a day on which banking institutions in the State of Texas are authorized or obligated by law or executive order to be closed.

          Capital Basis: Any and all incremental or additional, reasonable costs and expenses incurred or to be incurred by Nationstar pursuant to binding obligations in connection with or as a result of the establishment and/or winding down of the Division or the Servicing Subsidiary, including: severance costs, lease obligations, capital expenditures made or committed to be made, costs of providing employee benefits or other Corporate Services, fees and expenses of counsel, permitting and licensing costs; provided, however, that the portion, if any, of such costs and expenses that are not reasonably allocable to the Division or the Servicing Subsidiary shall not be included in the definition of “Capital Basis,” but not including any such costs or expenses that have already been paid to Nationstar hereunder, including pursuant to Section 1.4.5.

          Change of Control: means the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of outstanding shares of voting stock or ownership interests of an entity at any time if after giving effect to such acquisition such Person or Persons owns the lesser of (i) fifty percent (50%) or more of such outstanding voting stock or ownership interests on a fully diluted basis or (ii) such amount of outstanding voting stock or ownership interest to provide such Person or Persons with effective control.

          Consumer Personal Information: Any information, including, but not limited to, all personal information, about a Mortgagor that is disclosed to either Nationstar or Fannie Mae by or on behalf of a Mortgagor.

          Contracts: Any Contractual Obligation between Nationstar and Fannie Mae, including, without limitation, the MSSC, that certain Nationstar Supplemental Servicing Agreement dated as of November 14, 2008, Nationstar Supplemental Servicing Agreement dated as of September 30, 2009, Senior Secured Credit Agreement dated as of October 1, 2009, Amended and Restated Servicer Advance Early Reimbursement Mechanics Addendum dated as of September 30, 2009, any Supplemental Servicing Agreements, and the Subservicing Agreements.

          Contractual Obligation: With respect to any Person, any provision of any security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject, including, without limitation, this Agreement, the Ancillary Documents and Servicing Agreements with other Investors.

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          Corporate Services: Corporate Services shall consist of general corporate and administrative services necessary for the operation of Nationstar, the Division and the Subsidiary. Such general corporate and administrative shared services shall consist of:

          (i) Human Resources: including recruiting, retention, payroll, compensation, training, employee development, and HR compliance.

          (ii) Employee Benefits: including 401k administration, medical and other insurance inquiries.

          (iii) Accounting: including budgeting, servicing and loan valuations, accounts receivables, accounts payable.

          (iv) Legal and Compliance Services: including litigation management, regulatory, finance transactions, vendor agreements, document review and other general support functions, state exams, state reporting, licensing, fee engine administration, and broker and closing agent approvals.

          (v) Real Estate and Facilities Services: including maintenance and management services, security, janitorial, HVAC, cafeteria, vending, mail and loading docks.

          (vi) Information Technology Services: including computer, software, telecommunications, photocopy and fax equipment, maintenance and services, and support products and services, data entry not principally used in performance of Servicing or Subservicing.

          (vii) Telecommunications Technology: including a PBX/Switch, IVR, Call Recording, & Predictive Dialer technology along with appropriate network circuitry.

          (viii) Finance: including profit planning and analysis, budget preparation, staffing models, cost accounting, revenue analysis and expense analysis, HAMP/Treasury reporting.

          (ix) Corporate Insurance: including D&O, E&O, Fidelity, Fiduciary, General Liability, Umbrella, Auto and Property insurance coverage’s and Surety Bonds.

          (x) Treasury: including advance funding, debt facility management, cash management, investor reporting wire activity, bank account management, and advance recovery wire activity.

          Custodial Accounts: Those accounts used for depositing and/or disbursing all principal, interest, tax, and insurance payments and other custodial and escrow funds related to the Mortgage Loans, including any separate escrow disbursement accounts.

          Dedicated Employee: An employee of Nationstar who Nationstar anticipates will spend all of his working hours dedicated to the activities of the Division;

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provided, however, that such employee may have other obligations and perform other services during such working hours for Nationstar (in addition to those obligations and services for the Division) when it is economically and administratively reasonable to do so based on, among other factors, the volume of Fannie Mae Rights being administered by the Division.

          Default: An Event of Default or an Unmatured Event of Default.

          Depository Accounts: The accounts used for depositing and clearing all amounts received with respect to the Mortgage Loans, including, without limitation, Mortgagor payments, wire transfers, ACH or other electronic transfers, and claim payments, and for processing “NSF” checks.

          Division: Has the meaning specified in Section 1.3.

          Effective Date: The meaning set forth in the introductory paragraph of this Agreement.

          Event of Bankruptcy: Shall be deemed to have occurred with respect to a Person if either:

          (a) a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or substantially all of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or an order for relief in respect of such Person shall be entered in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect;

          (b) such Person shall commence a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for, such Person or for any substantial part of its property, or shall make any general assignment for the benefit of creditors, or shall fail to, or admit in writing its inability to, pay its debts generally as they become due; or

          (c) the board of directors, trustee or other similar governing body of such Person (if such Person is a corporation, business trust, or similar entity) shall vote to implement any of the actions set forth in clause (b) above.

          Event of Default: The meaning set forth in Section 14.

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          Excluded Assets: Means (i) the Fannie Mae Rights transferred to Nationstar on or before September 30, 2009, including the Fannie Mae Rights formerly serviced by Flagstar Capital Markets Corporation; (ii) any servicing rights (other than Fannie Mae Rights) held by Nationstar, including those resulting from new originations; (iii) any other assets, properties, employees, rights, contracts or licenses not primarily related to the Servicing or Subservicing of the Fannie Mae Rights (other than Fannie Mae Rights that are otherwise within this definition of Excluded Assets), including all of Nationstar’s originations; and (iv) all other assets, properties, employees, rights, contracts or licenses primarily related to “Excluded Assets” set forth in clauses (i)-(iii) above.

          Executive Complaint: Any written complaint received or handled by the Legal Department or office of the President of Nationstar (or such other departments or offices of Nationstar that are designated to fill the roles thereof with respect to complaints in the future) related to Mortgage Loans, or otherwise escalated to senior management of Nationstar for resolution.

          Expense Recapture Amount. The product of (i) the Capital Basis and (ii) a fraction, the numerator of which is thirty (30) minus the number of months that have elapsed since the Servicing Subsidiary has commenced operations, if any, (but not less than 0) and the denominator of which is 30; provided, that if the Expense Recapture Amount is being determined prior to the commencement of operations of the Servicing Subsidiary, such fraction shall be “1.”

          Fannie Mae: Has the meaning set forth in the introductory paragraph of this Agreement.

          Fannie Mae Guides: The Fannie Mae Selling Guide and the Fannie Mae Servicing Guide, as they exist on the date hereof, and as they may be amended, modified, restated or supplemented in writing from time to time, including, without limitation, by Announcements and Lender Letters.

          Fannie Mae Indemnified Parties: The meaning set forth in Section 15.1.

          Fannie Mae Rights: The Fannie Mae Servicing Rights and Fannie Mae Subservicing Appointments.

          Fannie Mae Servicing Rights: The Servicing Rights governed by this Agreement and as to which the Investor is Fannie Mae.

          Fannie Mae Single Family Trust Agreement: That certain Single-Family MBS Master Trust Agreement issued by Fannie Mae, as Trustee, Issuer and Guarantor, and effective as of June 1, 2007, as the same may be modified or amended from time to time.

          Fannie Mae Subservicing Appointments: The Subservicing Appointments governed by this Agreement and as to which the Investor is Fannie Mae and the direct Servicer is either the Prior Servicer or Fannie Mae.

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          FHA: The Federal Housing Administration or any successor thereto.

          Float Benefit: The net economic benefit resulting from escrow and custodial deposits held for the account of Servicer relating to the Subservicing. The Float Benefit is based on Servicer’s selection of the investment facility or interest rate swap or other arrangement offered from time to time by the financial institution holding custodial deposits, and includes, without limitation, any compensating balance earnings credits and interest and other earnings on and in respect of such deposits.

          Foreclosure: The process culminating in the acquisition of title to a mortgaged property in a foreclosure sale or by a deed in lieu of foreclosure or pursuant to any other comparable procedure allowed under applicable Legal Requirements.

          FIF HE: FIF HE Holdings, LLC.

          GAAP: Generally accepted accounting principles in the United States of America.

          Governmental Authority: Any federal, any state, local or other governmental or political subdivision thereof, any municipality and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

          High Touch Servicing Protocols. The “high touch servicing protocols” attached hereto as Exhibit A, as the same may be amended or supplemented from time to time in Fannie Mae’s sole discretion, with reasonable advance notice to Nationstar, with reasonable adjustments to compensation to reflect any material increase in Nationstar’s responsibilities.

          Indebtedness: As to any Person, (a) all indebtedness of such Person for borrowed money, (b) the deferred purchase price of assets or services which in accordance with GAAP would be shown on the liability side of the balance sheet of such Person, but not including trade and other accounts payable arising in the ordinary course of business, (c) the face amount of all letters of credit issued for the account of such Person and, without duplication, all drafts drawn thereunder, (d) all indebtedness of a second Person secured by any lien on any property owned by such first Person, whether or not such indebtedness has been assumed, (e) all capitalized lease obligations of such Person, (f) all obligations of such Person to pay a specified purchase price for goods or services whether or not delivered or accepted, (e.g., take-or-pay and similar obligations), but not including trade and other accounts payable arising in the ordinary course of business, and (g) all obligations of such Person under derivatives.

          Insurer: (a) A Person who insures or guarantees all or any portion of the risk of loss on any Mortgage Loan or pool of Mortgage Loans, FHA, VA and any provider of private mortgage insurance, standard hazard insurance, flood insurance, earthquake insurance or title insurance with respect to any Loan or related Mortgaged Property, or (b) a Person who provides, with respect to a Servicing Agreement, any

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fidelity bond, direct surety bond, letter of credit, other credit enhancement instrument or errors and omissions policy.

          Investor: Any Person, including, without limitation, Fannie Mae, who owns or holds Mortgage Loans or any interest therein, serviced or subserviced by Nationstar pursuant to a Servicing Agreement or Subservicing Agreement, as applicable.

          Knowledge: The actual knowledge of Nationstar’s Chief Executive Officer, Chief Financial Officer, General Counsel and Executive Vice President — Servicing.

          LIBOR: The rate for U.S. dollar deposits for a period equal to one month appearing on Reuters Screen LIBOR01 Page or if such rate ceases to appear on Reuters Screen LIBOR01 Page, on any other service providing comparable rate quotations at approximately 11:00 a.m., London time on the date of determination. The LIBOR Rate applicable to each accrual period shall be determined on the second business proceeding the first day of such accrual period.

          Master Servicing: The master servicing services in respect of Mortgage Pools or Mortgage Loans, consisting principally of the following functions (or a portion thereof): (i) the supervision and oversight of the performance by servicers of their obligations under servicing agreements, but not otherwise having the contractual responsibility to Fannie Mae to collect payments from or enforce the Loan documents against individual Mortgagors, except perhaps in the event the servicer is terminated; (ii) causing Mortgage Loans to be serviced in the event a servicer is terminated until a replacement servicer is retained; (iii) the calculation of payments due to owners of mortgage-backed securities, asset-backed securities, participation certificates or other similar securities or Mortgage Loans; (iv) the transmittal of payments related to Mortgage Loans or related securities to the Investor; (v) the transmittal or payment of servicer advances; (vi) the preparation of reports to Investors, tax authorities and the Securities and Exchange Commission; and (vii) if applicable, the compliance with REMIC or other relevant tax requirements.

          Material Adverse Effect: With respect to Nationstar Mortgage LLC, Nationstar or FIF HE, (i) any change, event or effect that has resulted in or is reasonably likely to result in or have, a material adverse change in, or a material adverse effect upon, the business, results of operations or the financial condition of Nationstar Mortgage LLC, Nationstar or, as applicable, the Division, or FIF HE or the value or performance of the Fannie Mae Rights, excluding any change, event or effect attributable to or resulting from (1) adverse changes in the economy or the financial markets in general; (2) adverse changes in economic, business or financial conditions, including interest rate conditions, affecting companies engaged in the mortgage banking business; (3) changes in laws, regulations, GAAP, interpretations of laws, regulations, GAAP, or regulatory accounting requirements applicable generally or to mortgage banking companies; (4) this Agreement or the transactions contemplated hereby or the announcement thereof; (5) actions or omissions, or effects of actions or omissions, taken with the prior written consent, or at the direction, of Fannie Mae; or (6) any action not taken or omission made because the

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consent of Fannie Mae thereto reasonably requested by Nationstar Mortgage LLC, Nationstar or FIF HE and required by this Agreement was denied or not acted upon in a timely manner by Fannie Mae, to the extent, in the case of clauses (2) and (3), such changes have not had a materially adverse disproportionate effect on Nationstar Mortgage LLC, Nationstar, FIF HE, or the Fannie Mae Rights relative to other similarly situated entities operating in the mortgage banking business; or (ii) a material impairment of Nationstar Mortgage LLC’s, Nationstar’s or the Division’s ability to perform any of its material obligations under this Agreement and other Contracts, or FIF HE’s ability to perform under the Guaranty, or to consummate the transactions contemplated hereby in accordance with the terms of this Agreement.

          Monthly Forecasts: Has the meaning set forth in Section 5.2.9.4.

          Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note, which creates a first or second lien on an unsubordinated estate in fee simple in real property securing the Mortgage Note.

          Mortgage Loan: An individual mortgage loan that is serviced or subserviced by Nationstar, pursuant to the terms of this Agreement and the Ancillary Documents. The Mortgage Loans shall consist of those mortgage loans with respect to which the Servicing or Subservicing thereof is transferred to Nationstar in accordance with Section 1.2 hereof, including all monthly mortgage payments, principal prepayments, and all other rights, benefits, proceeds and obligations arising from or in connection with such Mortgage Loan.

          Mortgage Loan File: The custodial file and all other documents, instruments, agreements and records relating to the Mortgage Loans reasonably necessary to provide Servicing for the Mortgage Loans in accordance with the Servicing Standards.

          Mortgage Note: The promissory note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.

          Mortgaged Property: The real property improved by a 1- to 4-family dwelling that is the collateral for repayment of the Mortgage Note and is considered to be real property in the state in which the Mortgaged Property is located. For purposes of this Agreement, real property satisfying the requirements to qualify as a co-operative or a condominium under applicable state law is also deemed to be a Mortgaged Property.

          Mortgagor: The obligor on a Mortgage Note, who may also be the owner of the Mortgaged Property and the grantor or mortgagor named in the related Mortgage.

          MSSC: Has the meaning set forth in the introductory paragraph of this Agreement.

          Nationstar: Nationstar Mortgage LLC, or the Servicing Subsidiary after it assumes this Agreement, or any successor thereto.

          Nationstar Indemnified Parties: The meaning set forth in Section 15.2.

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          NDA: Has the meaning set forth in Section 6.

          Party: Fannie Mae, Nationstar Mortgage LLC or Nationstar.

          Payment Clearing Account: The account used for daily concentration of all deposits made to the Depository Accounts and for funding all Custodial Accounts.

          Person: An individual, partnership, corporation, limited liability company, business trust, joint stock obligors, trust, unincorporated association, joint venture or governmental authority.

          Prior Servicer: The Mortgage Loan servicer which serviced the Mortgage Loans immediately prior in time to the Servicing Transfer Date for any given portfolio of Mortgage Loans.

          Proprietary Information: The meaning set forth in the NDA.

          Recourse: With respect to any mortgage loan, any liability of Nationstar (a) for losses incurred in connection with the Foreclosure or other disposition of, or other realization or attempt to realize upon the collateral securing, such mortgage loan (including losses relating to loss mitigation or obtaining deeds in lieu of foreclosure), which losses are not reimbursable from the applicable mortgagor or pursuant to the mortgage loan documents (other than through the pursuit of deficiency judgment) or under the Servicing Agreement; (b) to repurchase such mortgage loan in the event that the mortgagor of such mortgage loan is in bankruptcy, in Foreclosure or in litigation; or (c) to repurchase such mortgage loan in the event of a delinquency or other payment default thereunder by the mortgagor, except (i) insofar as such risk of loss is based upon a breach by Nationstar of any of its contractual representations, warranties or covenants or (ii) expenses, such as legal fees, in excess of the reimbursement limits, if any, set forth in the applicable Requirements of Law or Contractual Obligation.

          Refinance Services: The loan origination Services provided by Nationstar Mortgage LLC pursuant to Section 1.4.4.

          Reg AB: Has the meaning set forth in Section 5.2.15.

          Regulatory Event: A situation in which (i) either Fannie Mae or Nationstar becomes subject to any Regulatory Order or an Action initiated by a Governmental Authority, and (ii) such Regulatory Order or Action prevents or materially impairs such Party’s ability to discharge its material obligations hereunder in any material respect.

          Regulatory Order: Any injunction, order, judgment, decree, memorandum of understanding, consent decree, directive or regulatory restriction, or any change in or interpretation of any law, rule or regulation, issued or imposed by a Governmental Authority and such event is not removed or stayed within thirty (30) days after reasonable efforts to so remove or stay such event are instituted.

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          Requirements of Law: With respect to any Person or any of its property, the certificate of incorporation or articles of association and by-laws, certificate of limited partnership, limited partnership agreement or other organizational or governing documents of such Person, and any law, treaty, rule or regulation, order, judgment, decree, injunction, or determination of any arbitrator or Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject, whether Federal, state or local.

          Responsible Officer: The chief executive officer, president, chief financial officer, treasurer, or senior vice president of Nationstar Mortgage LLC or the Servicing Subsidiary, as appropriate, or any other officer having substantially the same authority and responsibility.

          Serviced Loan: Any residential mortgage loan (other than the Mortgage Loans) subject to a Servicing Agreement with an Investor other than Fannie Mae.

          Servicer: The person that has the contractual responsibility to the Investor to administer the Servicing Rights, which may be the Prior Servicer or Fannie Mae.

          Servicer Bank Service Charges: With respect to the Payment Clearing Account, Depository Accounts, Custodial Accounts, and the Advances Reserve Account, any and all charges, fees and expenses assessed by the financial institution where such accounts presently are or in the future may be maintained, an illustrative list of which is set forth on Exhibit E: Definitions — Servicer Bank Charges. In the event Subservicer is using the above referenced accounts for any purpose other than exclusively for the Subservicing, then Servicer Bank Service Charges shall be limited to those of the type set forth on Exhibit E: Definitions — Servicer Bank Charges directly related to, or the pro-rata portion thereof allocable to, the Subservicing.

          Servicing: The mortgage loan master servicing and servicing rights and obligations, including one or more of the following functions (or a portion thereof): (a) the administration and collection of payments for the reduction of principal and/or the application of interest on a Mortgage Loan; (b) the collection of payments on account of taxes and insurance; (c) the remittance of appropriate portions of collected payments; (d) the provision of escrow administration; (e) the pursuit of foreclosure and alternate remedies against a related mortgaged property; (f) the administration and liquidation of real estate owned properties; and (g) the performance of Master Servicing, and, in each case, all rights, powers and privileges incident to any of the foregoing.

          Servicing Agreements: This Agreement and any other Contractual Obligation governing the rights, duties and obligations of Nationstar with respect to the provision of Servicing and the retention of the Servicing Rights, including with respect to the provision of Servicing for Investors other than Fannie Mae.

          Servicing Fees: All compensation payable to Nationstar under the Servicing Agreements, including each servicing fee payable based on a percentage of the

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outstanding principal balance of the Mortgage Loans and any other amounts payable to Nationstar, under the Servicing Agreements.

          Servicing Functions: All functions necessary to conduct the Servicing or Subservicing of the Mortgage Loans and operating as a servicing business, including all functions defined in this Agreement as Baseline Servicing Functions, Corporate Services and Subsidiary Servicing Functions.

          Servicing Rights: All right, title and interest of Nationstar and all obligations of Nationstar under the Servicing Agreements to provide Servicing, including the right: (a) to receive the Servicing Fees and any ancillary fees and any other compensation arising from or payable to Nationstar under the Mortgage Loans or under the Servicing Agreements, earnings and other benefits of the related custodial accounts and any other related accounts maintained by Nationstar pursuant to the Servicing Agreement; (b) to any and all accounts established for the Servicing of the Mortgage Loans or pursuant to the applicable Servicing Agreements, including, to the extent provided therein, any right or power to direct the disposition, disbursement, distribution or investment of amounts deposited therein; (c) in and to the related escrow accounts and custodial accounts; and (d) the related Mortgage Loan Files, in each case, subject to the terms, restrictions and conditions applicable thereto pursuant to the applicable Servicing Agreement.

          Servicing Standards: The servicing standards and requirements set by (and in the following priority, to the extent that there are inconsistencies among them): (i) Requirements of Law, (ii) the applicable Mortgage Loan documents; (iii) the Fannie Mae Single Family Trust Agreement, (iv) any applicable primary policy of mortgage insurance issued by a qualified Insurer that relates to a Mortgage Loan; (v) this Agreement, including the High Touch Servicing Protocols; (vi) the MSSC; (vii) the applicable Subservicing Agreement; (viii) the Fannie Mae Guides; and (ix) Accepted Servicing Practices.

          Servicing Subsidiary: The stand-alone entity formed by Nationstar pursuant to Section 1.4.

          Servicing Transfer Date: The date on which the Servicing or Subservicing functions associated with any Mortgage Loans are transferred to Nationstar.

          Shared Services Agreement: An agreement between Nationstar Mortgage LLC and the Servicing Subsidiary pursuant to which Nationstar Mortgage LLC provides the Corporate Services at its direct cost, with a reasonable allocation under an allocation methodology based on changing circumstances, modified from time to time, by Nationstar Mortgage LLC and reasonably acceptable to Fannie Mae of Nationstar Mortgage LLC’s overhead or general corporate costs.

          Solvent: With respect to any Person at any time, a condition under which:

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          (i) the fair value and present fair saleable value of such Person’s total assets is, on the date of determination, greater than such Person’s total liabilities (including contingent and unliquidated liabilities) at such time;

          (ii) the fair value and present fair saleable value of such Person’s assets is greater than the amount that will be required to pay such Person’s probable liability on its existing debts as they become absolute and matured (“debts”, for this purpose, includes all legal liabilities, whether matured or unmatured, liquidated or unliquidated, absolute, fixed, or contingent);

          (iii) such Person is and shall continue to be able to pay all of its liabilities as such liabilities mature; and

          (iv) such Person does not have unreasonably small capital with which to engage in its current and in its anticipated business.

          For purposes of this definition:

          (A) the amount of a Person’s contingent or unliquidated liabilities at any time shall be that amount which, in light of all the facts and circumstances then existing, represents the amount which can reasonably be expected to become an actual or matured liability;

          (B) the “fair value” of an asset shall be the amount which may be realized within a reasonable time either through collection or sale of such asset at its regular market value;

          (C) the “regular market value” of an asset shall be the amount which a capable and diligent business person could obtain for such asset from an interested buyer who is willing to purchase such asset under ordinary selling conditions; and

          (D) the “present fair saleable value” of an asset means the amount which can be obtained if such asset is sold with reasonable promptness in an arms-length transaction in an existing and not theoretical market.

          Stated Servicing Fee: The servicing fee as reported in Fannie Mae’s LASER reporting system.

          Subservicing: Nationstar’s obligation to provide all Servicing with respect to the Servicing Rights, except as otherwise provided in this Agreement or the applicable Subservicing Agreement with respect to (i) the management of REO Properties, (ii) the repurchase or indemnification with respect to Mortgage Loans pertaining to the period prior to the Servicing Transfer Date, and (iii) any contract with a document custodian.

          Subservicing Agreements: This Agreement and any other Contractual Obligation governing the rights, duties and obligations of Servicer with respect to the Subservicing pursuant to the terms and conditions of one or more mutually agreeable subservicing agreements.

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          Subservicing Appointments: The appointment of Nationstar to provide Subservicing under a Subservicing Agreement with respect to a pool of residential mortgage loans, together with all related rights and obligations. Subservicing Appointments do not include ownership of the related Servicing Rights.

          Subsidiary: A corporation of which a Person and/or its other Subsidiaries own, directly or indirectly, such number of outstanding shares as have more than 50% of the ordinary voting power for the election of directors.

          Subsidiary Servicing Functions: The following activities relating to the Servicing and Subservicing functions:

          (v) Customer Service: including customer inquiry, assumptions and payoffs (inquiries and quotes).

          (vi) Escrow Administration & Taxes: including analyzing the borrower’s escrow account to ensure that the payment is sufficient to pay all escrow items and handling escrow funds.

          (vii) Foreclosures/Bankruptcy: including the foreclosure and bankruptcy process of following state law and procedures dictated by the type of loan as well as protecting the loan asset, ensuring compliance with federal bankruptcy code and ensuring property preservation.

          (viii) Real Estate-Owned: including all post-foreclosure sale activities, claims, conveyance, property preservation and the disposal of acquired properties owned by the Servicing entity.

          (ix) Insurance: including hazard insurance, mortgage insurance, optional insurance, flood insurance, blanket fire insurance, insurance claims, mail processing and research.

          (x) Cashiering: including receiving and posting payments, ensuring accurate application of the payments to the customers’ accounts, the end investors’ accounts and the Nationstar’s corporate accounts.

          (xi) Special Mortgage Loans: including all maintenance required for special loans such as ARM administration, rate analysis and research; modifications; partial releases; and HUD 235s.

          (xii) New Loan Setup: including accurate and timely setup of all new loans entering the servicing system.

          (xiii) Business Intelligence. including all automated standardized reporting necessary to support the business operation.

          (xiv) Risk Management: including portfolio analytics.

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          Supplemental Servicing Agreement: has the meaning set forth in Section 2.2

          Transaction Ancillary Documents: Any Subservicing Agreement, Supplemental Servicing Agreement, credit agreement, advance facility and any other contract executed of even date herewith or during the term of this Agreement with respect to a specific portfolio of Fannie Mae Rights made subject to this Agreement.

          Unmatured Event of Default: Any event which, with the giving of notice or lapse of time, or both, would become an Event of Default.

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

          Wind Down Fee: A fee to be paid by the terminating party in connection with a termination of the ability of Nationstar to servicer or subservice Mortgage Loans, which fee may vary according to the amount of time that Nationstar was servicing the portfolio, the size of the portfolio, and the delinquency rate of the portfolio, all as specified in the relevant Transaction Ancillary Document.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Agreement has been executed on behalf of each of the parties hereto by an authorized representative.

NATIONSTAR MORTGAGE LLC

By:	/s/ Jay Bray
	Type Name:	Jay Bray
	Title:	CFO
FANNIE MAE
By:	/s/ Eric J. Schuppenhauer
	Type Name:	Eric J. Schuppenhauer
	Title:	SVP, NSO

EXHIBIT A

HIGH TOUCH SERVICING PROTOCOLS

     1) Staffing Levels for High Risk Accounts

Unless otherwise approved by Fannie Mae, staff should be allocated to servicing loans included in this portfolio transfer as follows:

• Maintain a trailing three month average of not more than 275 loans which are 30+ days delinquent loans per collector at mid-month measurement. Loans which are in bankruptcy shall not be included in the calculation of the number of loans per collector. Increases to this standard will be considered by Fannie Mae based on Nationstar’s technology, expertise, and performance. “Days delinquent” will be calculated based on the MBA method. Collections staff should be able to perform repayment plans and HomeSaver Advances without referring the loan to the Loss Mitigation group.

• Loans that are 60+ days delinquent will not be assigned to the general pool of collectors within Nationstar’s facility. Instead, once a loan is 60+ days delinquent, responsibility for collection and loss mitigation efforts will be assigned to one of Nationstar’s experienced staff members who are well versed in counseling and loss mitigation techniques.

• Loss Mitigation caseload not to exceed 150 active high risk loans per loss mitigation employee. Caseload is defined as active, workable loss mitigation negotiations in process.

     2) Welcome Call Requirement

Within five days of the receipt of servicing transfer file from prior servicer, Nationstar shall initiate welcome calls to contact homeowners to confirm loan terms, contact information and set payment expectations.

     3) Collection Strategy — Minimum Requirements

Perform at least the following actions during delinquency, unless instructed otherwise in writing by Fannie Mae or prohibited by law:

Exhibit A-1

	Days After
Ref	Due Date	Action
1)	4-16	Based on an agreed-to behavior scoring model or approach and subject to requirements of applicable laws, begin every-third-day calling attempts by telephone until both a 1) right party contact has been made and 2) promise to pay or payment is received. Nationstar agrees to exert commercially reasonable efforts to maintain accurate contact information for each homeowner.
2)	10-16	Payment reminder notices or late charge assessment notices sent by the 16th day after a scheduled payment remains unpaid.
3)	17 — ongoing	For cases involving no contact with the borrower by the 17th day of delinquency, continue calling attempts on all loans until both a 1) right party contact has been made and 2) a promise to pay or payment is received or reasonable resolution has been negotiated, subject to requirements of applicable laws.
4)	17 — ongoing	For loans with no valid or working phone numbers, conduct skip trace research for contact numbers and alternative mailing addresses (in addition to the property address).
5)	31-35	Mail First Loss Mitigation solicitation. (See section below).
6)	31-35	Where no contact has been established with the homeowner since the start of the prior month, conduct skip trace research for additional contact numbers and mailing addresses (in addition to the primary residence address and phone number).
7)	45	In the absence of a pending resolution to the default, attempt hand delivery of a loss mitigation solicitation similar in content to the First Loss Mitigation Solicitation to be completed by Day 60. (This activity may be combined with the property inspection).
8)	45	Order a property inspection in the event no contact or payment has been achieved. Property inspections shall continue every 30 days so long as the loan remains 45 days or more delinquent and no resolution to the default has been reached.
9)	45	Mail acceleration or breach letter and any additional required notification with an expiration date no later than 35 days from issuance.

Exhibit A-2

	Days After
Ref	Due Date	Action
10)	50	In the absence of a pending resolution to the default, attempt hand delivery of a loss mitigation solicitation offering HAMP (where financial information is available) or solicitating financial information for HAMP where this information is unavailable. If the homeowner is known to be ineligible for HAMP, attempt hand delivery offering a potential forbearance or other loss mitigation solution to the homeowner and detailing other alternatives. (See section below).
11)	65	Mail Third Loss Mitigation Solicitation that offers a possible home retention strategy (forebearance, modification or HomeSaver Advance), based on the then-current loss mitigation workout hierarchy.
12)	Within 5 days of Expiration of Breach (EOB)	If no payment arrangements or workouts are pending, order an exterior Broker’s Price Opinion and obtain pre-approved short-sale price from Fannie Mae (if available). Nationstar shall have protocols describing a recurring ordering process should the default persist. Such protocols must be reviewed by Fannie Mae.
13)	EOB -110	Prior to referral to foreclosure, review account to confirm contact attempts have been made in accordance with directions given above and no payment or workout arrangements are pending.
14)	Within 5 days after EOB	For Investment and Vacant Properties, refer the loan to foreclosure based on the expiration of the breach letter. Individual referral models will be considered. Nationstar should notify Fannie Mae with a charge off recommendation if Nationstar’s equity analysis based on the obtained valuation or condition of the property warrant such action.
15)	EOB-110	For all other Properties, refer loans to foreclosure based on the expiration of the breach letter. Individual referral models and approaches to the referral process will be considered. Nationstar should notify Fannie Mae with a charge off recommendation if Nationstar’s equity analysis based on the obtained valuation or condition of the property warrant such action.

Exhibit A-3

	Days After
Ref	Due Date	Action
16)	Within 10 days after referral	If available, mail Pre-approved Solicitation (see below) via overnight or 2nd day delivery to borrower and make follow-up call within 72 hours of borrower expected receipt. If pre-approved workout is not available, mail an alternative version of Third Loss Mitigation Solicitation with standard delivery.
17)	Within 30 days after referral	If no payment arrangements or workout are pending, perform face-to-face (door knock) and deliver same document as mailed in prior step.
18)	On-going	Attempts to contact borrower and loss mitigation solicitations must continue throughout the foreclosure process and up until the foreclosure sale date. Skip trace efforts should continue until all reasonble sources have been attempted or contact numbers and addresses have been verified.

Collection calls to borrowers must be conducted each weekday from 8 a.m. - 9 p.m. local time for the borrower (in all continental U.S. time zones, subject to compliance with applicable laws), Monday through Thursday, Friday 8 a.m. - 3 p.m. and a minimum of three or more week-end days each month. Call frequency must continue at least every third day on all loans for which no contact, no promise to pay, or no payment arrangement has been made, or until the case is removed from the calling queue due to justifiable reasons based on a response from the borrower. Each attempt to contact must include all available phone numbers. Nationstar should actively continue all efforts to cure the delinquency, including the every third day calling and loss mitigation solicitations throughout the foreclosure process. Nationstar should vary call days and times based on a best time to call algorithm.

The loss mitigation department should be open each weekday from 8 a.m. - 9 p.m., in all continental U.S. time zones, Monday through Thursday, Friday 8 a.m. - 3 p.m. and when collection calls are being made on the week-end days.

     4) Minimum Loss Mitigation Solicitations as Noted Above

Nationstar agrees to develop and apply an appropriately aggressive and dynamic communication strategy establishing a desire to partner with the homeowner to preserve homeownership wherever possible. Written communications should be varied in style and presentation.

          (a) First Loss Mitigation Solicitation (Step 5) — First loss mitigation solicitation should advise of options available based on the then-current hierarchy of workout solutions. The solicitations should provide the customer with the documents and steps necessary to submit updated income and expense information as well as an explanation of hardship. Customers should be able to communicate information with Nationstar via email, fax or mail.

Exhibit A-4

          (b) Second Loss Mitigation Solicitation (Step 10) — Separate mailing which again offers information promoting homeownership retention (as a preferred outcome) and also solicits sale (or short sale). Sale solicitation should offer the customer assistance in marketing the property, and presents the information provided in first loss mitigation solution in an alternate format.

          (c) Third Loss Mitigation Solicitation (Step 11) — HSA or Modification Solicitation (Step 10) —Separate mailing that references the possibility of a home retention solution (modification, forbearance or repayment plan, or HomeSaver Advance). This solicitation will require the homeowner to communicate with Nationstar and submit the necessary information to determine the most appropriate loss mitigation strategy.

          (d) Preapproved Solicitation (Step 16) — Solicitation provides a pre-approved modification, HSA, or short-sale, as specified by Fannie Mae.

          (e) Door Knock (Step 17) — Using a third party, Preapproved Solicitation specified by Fannie Mae or alternative version of Third Loss Mitigation Solicitation is delivered by hand to the borrower’s home. At least three attempts are made (one on the weekend) to personally deliver the loss mitigation option. Nationstar shall bear responsibility for managing the vendor relationship and activity. Fannie Mae will bear responsibility for cost of all unsuccessful delivery attempts and Nationstar shall bear cost for all successful delivery attempts.

     5) Specialized Loss Mitigation Campaigns

Nationstar acknowledges that Fannie Mae may from time to time propose specialized loss mitigation campaigns, and agrees to take commercially reasonable steps to accommodate such efforts. In order to measure success and enhance future campaigns, Nationstar agrees to make reasonable efforts to track and share such results with Fannie Mae.

     6) Once Contact is Established

          (a) Determine Mortgage Loans Status — In each borrower contact Nationstar will confirm and document a customer’s Capacity to continue paying and Desire to retain property. Capacity and Desire are defined as follows:

i. Capacity — A borrower has capacity if, after an analysis of current income and expenses, it can be deemed that the borrower has sufficient funds to remit the normal monthly PITI payment (including any upcoming adjustments to the interest rate, if applicable).

ii. Desire — A borrower has desire if Nationstar is able to make a qualitative judgment based on occupancy status and the borrower’s eagerness to remedy the situation and perform on solutions provided.

          (b) Protocols — Nationstar agrees to apply all available Fannie Mae Loss Mitigation tools in an appropriately aggressive manner. Nationstar should also recommend new Loss Mitigation strategies to Fannie Mae.

Exhibit A-5

     Having found a homeowner to have both Capacity and Desire (as defined above), Nationstar must execute a protocol aimed at successfully preserving homeownership using all approved Fannie Mae loss mitigation tools.

i. When the borrower is found to have desire, but either has or will have temporarily impaired Capacity, Nationstar should execute a routine recommended by Nationstar. Such routine should first aim to preserve homeownership and must be described in Nationstars Collections and Loss Mitigation Policies and Procedures and reviewed by Fannie Mae.

ii. When the borrower is found to have desire, but permanently impaired Capacity, Nationstar should execute the routine as prescribed by the then-current Fannie Mae workout hierarchy.

iii. For customers with capacity, but impaired desire, the following should be pursued as appropriate:

1. Negotiated full payoff

2. Short-sale (with promissory note if capacity allows)

3. Deed in lieu

     (7) Post-Modification. After a loan has been modified, Nationstar must call the homeowner prior to the first modified payment due date to discuss modification loan terms. Absent an automated or scheduled payment draft, Nationstar must begin calling the homeowner by not later than the third day of delinquency in a specialized post-modification campaign. These loans should be separate from the general collections pool for a period of not less than 12 months. All other protocols must be followed. At the first sign of borrower stress, Nationstar shall promptly seek another appropriate loss mitigation alternative.

     (8) Loan Performance Advisor. Fannie Mae will engage a third-party Loan Performance Advisor to provide advice to Fannie Mae with respect to the performance of the loans, report any performance-related issues, and perform analytics. Nationstar will provide the Loan Performance Advisor loan level servicing and origination data and reports in an electronic format.

     (9) Use of Investor Reporting Vendor. Nationstar agrees to retain and employ the services of a vendor recognized in the mortgage banking industry as experienced and qualified to provide investor accounting and reporting services. For a period of at least six months, Nationstar will work with such vendor to establish appropriate controls for investor accounting and reporting and to perform investor accounting and reporting functions on the Mortgage Loans.

Exhibit A-6

EXHIBIT B

LOAN PERFORMANCE ADVISOR — DATA FIELDS

File
Name	Name	Long Name	Desc	Type	Length
LS	AbandonDate	ABANDONDATE	The date a property was reported	smalldatetime		8
LS	ActFirstLegal	Actual First Legal Date for Foreclosure	abandoned/unoccupied. The date the first legal action is filed/performed by the foreclosure attorney.	smalldatetime		16
LS	ActRepayStart Date	The Starting Date of a Repayment Plan	The first payment due/contribution date of a repayment plan.	smalldatetime		16
LS	ArmFlag	Arm Flag	Flag (Y/N) denoting whether a loan is an ARM or FIXED — Critical field	varchar		1
LS	AsOfDate	AsOfDate	The last day of the Reporting Month. Format ‘09/30/2006’. Note LEADING Zeros.	smalldatetime		16
LS	AtrnDateRefer	Attorney date refer	Date on which the case is referred to the back to the servicer,	smalldatetime		16
LS	AtrnReferDate	Attorney refer date	The date on which this case is referred to the attorney. Change only with multiple BK	smalldatetime		16
LS	Attempts	Call attempts	Number of times the servicer attemted to call this borrower during the month.	tinyint		1
LS	Attorney	Attorney name	Attorney to whom the account is assigned. Changes only with multiple BK	varchar		60
LS	BKNoteDate	BK Note Date	Bankruptcy comment date.	smalldatetime		16
LS	BKNoteText	BK Note	Bankruptcy comments or notes.	varchar		2000
LS	BKStatus	Status	The status code that is assigned during bankruptcy activity. (Active, Discharged, etc.)	varchar		40
LS	BKStatusDate	Status date	The date the status was changed. Monthly change when borrower is in BK.	smalldatetime		16
LS	BPOAsIs	BPO as is value	The as is BPO value. Will change if moves in and out of foreclosure, and through the FC or default process.	numeric		18
LS	BPODate	BPO date	Most recent BPO date.	smalldatetime		16
LS	BPONotes	BPO notes	BPO notes or comments.	varchar		800
LS	BPORepair	BPO repair value	The BPO repaired value.	numeric		18
LS	CarryOverFlag	Carry over	If checked (or 1), indicates that the ARM has a carry over feature.	varchar		40
LS	CarryOverPct	Carry over percent	The maximum carry over percentage.	real		4
LS	CaseNumber	Case number	The Bankruptcy Case Number. Changes with multiple bankruptcies.	varchar		40
LS	ChapterFiled	Chapter filed	Indicates which Chapter was filed. 7,11, 12 or 13.	varchar		40
LS	ClaimFiled	MI claim filed date	Date on which the mortgage insurance claim is filed.	smalldatetime		16
LS	ClaimRcvd1st	First MI claim rcvd date	Date on which the first part of the mortgage insurance claim is received.	smalldatetime		16
LS	ClaimRcvd2nd	Second MI clain rcvd date	Date on which the second part of the mortgage insurance claim is received, if applicable.	smalldatetime		16
LS	ComplaintFiled	Complaint filed	Date on which the complaint is filed (in a judicial foreclosure/legal action)	smalldatetime		16
LS	ConfirmHearing	Confirm hearing	The date of the confirmation hearing. Can change with multiple bankruptcies.	smalldatetime		16
LS	ContactDate	Contactdate	Date of first borrower contact in the current reporting period.	smalldatetime		16
LS	ContestedDate	Contested date	The date on which a foreclosure was contested.	smalldatetime		16

Exhibit B-1

File
Name	Name	Long Name	Desc	Type	Length
LS	ConvertibleFlag	Convertible	ValRule ConvertibleFlag must = one of the Tristate values	varchar		40
LS	ConveyedInterest	Conveyed Interest	Yes/No value indicating if interest is conveyed.	varchar		40
LS	CreditorMeeting	Creditor Meeting	The date of the creditor’s meeting. Changes only with multiple filings.	smalldatetime		16
LS	CurApprAsIs	Current appraisal as-is value	Most recent appraisal as- is valuation.	numeric		18
LS	CurApprDate	Current appraisal date	Date of current appraisal completion.	smalldatetime		16
LS	CurApprNotes	Current appraisal notes	Most recent appraisal notes or comments.	varchar		800
LS	CurApprQuick	Current Appraisail Quick Sale Value	The quick sale value from the most recent appraisal.	numeric		18
LS	CurApprRepair	Current appraisal repair value	Most recent appraisal repaired valuation.	numeric		18
LS	CurBal	Cur Balance	Current loan balance/UPB.	numeric		18
LS	CurrCoupon	Current interest rate	Current interest rate. Will change for ARM loans.	real		4
LS	CurrPIPmt	Avg Cur PI PMT	Current principal and interest payment.	numeric		18
LS	CurrStatus	Current Loan status	Current legal status of loan, LM, BK, REO,.	varchar		40
LS	CurrTIPmt	Current T&I Payment Amount	Current tax and insurance payment amount.	numeric		18
LS	DateSecured	Date secured	Date on which the property is secured	smalldatetime		16
LS	DateWinterized	Date winterized	Date on which the property is winterized	smalldatetime		16
LS	DischargeDate	Discharge date	The date on which the bankruptcy case is discharged.	smalldatetime		16
LS	DismissedDate	Dismissed date	The date on which the bankruptcy case is dismissed.	smalldatetime		16
LS	DismissedType	Dismissed type	Indicates the type of discharge: D=dismissed, R=released	varchar		40
LS	EndDate	End date	Date on which the foreclosure process is completed.	smalldatetime		16
LS	FCNoteDate	FC Note Date	Foreclosure comment/note date.	smalldatetime		16
LS	FCNoteText	FC Note Text	Foreclosure comment/note text	varchar		5000
LS	FCStartDate	FC Start Date	Date on which foreclosure processing begins/loan is referred to foreclosure attorney.	smalldatetime		16
LS	FCStatus	Fcstatus	Status of foreclosure. Active, On Hold, etc.	varchar		40
LS	FCStatusDate	Fcstatusdate	Date of the current foreclosure status	smalldatetime		16
LS	FCType	Fctype	Identifier of the foreclosure type. Judicial, non-judicial.	varchar		40
LS	FileDate	File date	Date the borrower filed for Bankruptcy. Changes with multiple BK filings.	smalldatetime		16
LS	FirstPostPmtDueDate	First post pmt due date	Due Date of first post petition payment.	smalldatetime		16
LS	FloorRate	Floor Rate	This is the lowest allowable interest rate.	real		4
LS	FrstChgPeriodDec	First Chg Period Decrease	(First Change Period Decrease) This is the cap for payment decrease on the first change date.	real		4
LS	FrstChgPeriodInc	First Chg Period Increase	(First Change Period Increase) This is the cap for for the payment increase on the first change date.	real		4
LS	FrstPIChgDate	First PI PMT Chg Date	The first date a P&I payment change occurs.	smalldatetime		16
LS	FrstRateChgDate	First Rate Chg Date	The first date an interest rate change occurs.	smalldatetime		16
LS	HazExpDate	Hazard exp. date	Date in which hazard insurance expires	smalldatetime		16
LS	HAZInsClaimAmt	Hazard Insurance Claim Amount Filed	The amount of the hazard claim filed by the servicer, if applicable.	numeric		18
LS	HAZInsFileDate	Date Hazard InsuranceClaim Filed	The date a hazard insurance claim is filed by the servicer, if applicable.	smalldatetime		16

Exhibit B-2

File
Name	Name	Long Name	Desc	Type	Length
LS	IndexRate	Index rate	The index rate used to calculate the new interest rate.	real		4
LS	IndexType	Index Type	Type of index used for the reset calculation	varchar		50
LS	InspDate	Inspection date	Inspection completion date.	smalldatetime		16
LS	InspNotes	Inspection notes	Inspection notes or comments.	varchar		800
LS	InspOrderDate	Inspection order date	Inspection order date.	smalldatetime		16
LS	InspVendor	Inspection vendor	Inspection vendor name.	varchar		50
LS	JudgEntered	Judgment entered	Date on which the judgment is entered into the court.	smalldatetime		16
LS	LastRcvdDate	Last PMT date	Last payment received date.	smalldatetime		16
LS	LetterheadDays	Letterhead Days	Number of days before the Next Rate Change date.	tinyint		1
LS	LifeRateDecrease	Life Rate Decrease	This amount subtracted from the Original Interest - - maximum life decrease.	real		4
LS	LifeRateIncrease	Life Rate Increase	This amount added to the Original Interest Rate - maximum life increase	real		4
LS	LiquBal	Liqu Bal	Outstanding loan balance liquidated. Excludes Prepayments (full payoffs). Includes UPB for short sale, charge off, REO liquidations.	numeric		18
LS	LMNoteDate	Lmnotedate	Date of loss mitigation notes.	smalldatetime		16
LS	LMNoteText	Lmnotetext	Loss mitigation notes/comments.	varchar		5000
LS	LMStatus	LM Status	Workout plan current status. Active, declined, etc.	varchar		40
LS	LMStatusDate	LM Status Date	Workout plan status date	smalldatetime		16
LS	LookbackPeriod	Lookback	Represents the number of “lookback” days for ARM rate calculation	varchar		255
LS	LossPropPreserv	Property Preservation Costs	Property Preservations Costs that cannot be charged to the borrower.	numeric		18
LS	LPIDate	Interest Paid Through Date	Crucial field for daily simple interest loans.	smalldatetime		16
LS	Margin	Margin	Used in ARM calculations. A percentage amount added to the index amount.	real		4
LS	MfdFiledDate	MFD filed date	The date a Motion to Dismiss is filed.	smalldatetime		16
LS	MfdHearingDate	MFD hearing date	The date the Motion to Dismiss is set for a hearing.	smalldatetime		16
LS	MfrFiledDate	MFR filed date	The date on which the motion for relief from stay if filed.	smalldatetime		16
LS	MfrHearingDate	MFR hearing date	The date of the motion for relief hearing.	smalldatetime		16
LS	MfrObtainDate	MFR obtain date	The date on which the motion for relief is obtained/granted.	smalldatetime		16
LS	MfrObtained	MFR obtained	Indicates whether the motion for relief was granted.	varchar		40
LS	MfrReqDate	MFR req date	The date on which the motion for relief from stay was requested.	smalldatetime		16
LS	MICertNo	MI Certificate #	The mortgage insurance certificate number, if applicable.
LS	MinRateChg	Min Rate Chg	The minimum percentage of interest rate change required.	real		4
LS	NegAmCap	Negative amort cap	If a Negative Amortization cap feature exists, the cap amount.	numeric		18
LS	NegAmCapFlag	Negative amort flag	If checked (or 1), indicates that the ARM has a negative amortization feature.	varchar		40
LS	NewRate	PMT plan new interest rate	New interest rate as a result of the loan workout/modification.	real		4
LS	NextDueDate	Next due date	Next PMT due date. Will change monthly.	smalldatetime		16

Exhibit B-3

File
Name	Name	Long Name	Desc	Type	Length
LS	NextPIChgDate	PI PMT chg date	The date the next principal and interest payment will change.	smalldatetime		16
LS	NextRateChgDate	Next Rate chg date	The date the next interest rate change will occur.	smalldatetime		16
LS	NoiDate	NOI date	Date on which the Notice of Intent to Foreclose is completed.	smalldatetime		16
LS	NonComplianceDate	Non-compliance date	The date the borrower fails to comply with the terms of the mortgage or litigation requirements.	smalldatetime		16
LS	NoOfRepayMonths	No. of repay months	The number of months a borrower has on a repay plan.	tinyint		1
LS	ObjectionFiledDate	Objection filed date	The date an objection to the discharge is filed.	smalldatetime		16
LS	OriginalIndex	Original Index	The original index rate used in calculating the Original interest rate.	real		4
LS	OrigLoanCode	Original Loan Code	Original Loan Number	varchar		50
LS	PeriodRateDec	Period Rate Dec	(Period Rate Decrease) This is the cap for the per period rate decrease.	real		4
LS	PeriodRateInc	Period Rate Inc	(Period Rate Increase) This is the cap for the per period rate increase.	real		4
LS	PIChgFrequency	PI PMT chg frequency	The frequency of P&I payment changes on ARM loans.	smallint		2
LS	PIFDate	PIF date	Date in which the loan was paid in full.	smalldatetime		16
LS	PIPmtCapFlag	PI PMT cap flag	If checked (or 1), indicates that the ARM has a pmt cap feature.	varchar		40
LS	PIPmtCapPct	PI PMT cap	If a PI Pmt Cap exists, this field indicates the the cap amount	real		4
LS	PlanAgreementType	PMT plan agreement type	Workout plan type. In set (Forbearance,Deferrment, Modification, Short Sale, DIL)	varchar		40
LS	PlanApprovalDate	PMT plan approval date	Workout plan approval date	smalldatetime		16
LS	PlanCompletedDate	Plan completed date	Date that plan was completed. Change only with multiple plans.	smalldatetime		16
LS	PlanDemandExpiresDate	PMT plan demand exp. date	Workout expiration date. Few and infrequent changes	smalldatetime		16
LS	PlanDemandSentDate	PMT plan demand sent date	Workout demand sent date. Few and infrequent changes	smalldatetime		16
LS	PlanFreq	PMT plan frequency	Workout plan payment frequency. Few and infrequent changes	smallint		2
LS	PlanPmtAmt	PMT plan amt	Workout plan payment amount. Few and infrequent changes	numeric		18
LS	PlanStatus	Plan Status	Staus of the workout plan. Active, broken, etc.	varchar		40
LS	PlanStatusDate	Plan Status Date	Date of the most recent plan status change.	smalldatetime		16
LS	PlanStipFlag	PMT plan flag	Workout plan flag. Few and infrequent changes.	varchar		40
LS	PostPetitionBalance	Post petition balance	The amount of the post petition claim balance.	numeric		18
LS	PostPlanFlag	Post plan	Indicator if post petition payments are paid.	varchar		40
LS	PPPColl	PPP collected	Prepayment penalty amount collected	numeric		18
LS	PrepayBal	Prepay Bal	Prepaid loan balance / UPB at full payoff.	numeric		18
LS	PrepayDate	Prepayment/Paid in Full Date	Paid-in-full date.	smalldatetime		16
LS	Promise	Promise to pay	Flag indicating a promise to pay from this borrower	varchar		40
LS	PromiseComp	Promise to pay complete	Flag indicating a borrower completed their promise to pay.	varchar		40
LS	ProofClaim	Proof claim	The date on which the proof of claim is filed by the lender	smalldatetime		16
LS	PropertyVacant	Property vacant	Date on which the property is vacated	smalldatetime		16

Exhibit B-4

File
Name	Name	Long Name	Desc	Type	Length
LS	PropTaxPdAmt	The Most Recent Property Tax Amount Paid	The total amount of the most recent property/real estate tax paid.	numeric		18
LS	RateChgFrequency	Rate chg frequency	The frequency of interest rate changes.	smallint		2
LS	ReaffirmDate	Reaffirm date	Date the debtor confirms their debt with a creditor.	smalldatetime		16
LS	RecScore	SRE — Recent Credit Score	Recent Credit/FICO Score	smallint		2
LS	RecScoreDate	Rec Score Date	Recent Credit/FICO Score Date	smalldatetime		16
LS	ReleasedDate	Released date	The date the bankruptcy case is released.	smalldatetime		16
LS	ReliefDate	Relief date	Date of the bankruptcy relief date. Change only with multiple BK	smalldatetime		16
LS	RepeatFiler	Repeat filer	Yes / No value indicating if borrower has filed for bankruptcy more than 1 time.	varchar		40
LS	ReportCode	Report code	The SFMDS report code that is associated with a loan.	varchar		10
LS	ResolvedDate	Resolved date	The date on which the contested foreclosure was resolved.	smalldatetime		16
LS	ResumedDate	Resumed date	First legal action date which resumes the foreclosure afte a hold is removed.	smalldatetime		16
LS	ReviewDate	Nationstar value review date	Date of the servicer value review date	smalldatetime		16
LS	ReviewValue	Nationstar review value	Review value of the servicer	numeric		18
LS	RFD	Reason for Default	The most recent reason for the default.	varchar
LS	RPC	Right party contact	Number of times the right party was contacted.	tinyint		1
LS	SaleAmount	Sale amount	Dollar amount that is paid for a property at foreclosure	numeric		18
LS	SaleConfirmDate	Sale confirm date	Date the foreclosure sale is confirmed	smalldatetime		16
LS	SaleDate	Sale date	Date of the foreclosure sale	smalldatetime		16
LS	SaleNotes	Sale notes	Additional information about the sale, as provided in foreclosure sale notes/comments.	varchar		5000
LS	SECURITYID	Client’s SECURITYID	Security ID or Name. Eg. ABC-2006-KS11	varchar
LS	ServFirstDueDate	First due date	First payment due date for the loan.	smalldatetime		16
LS	ServiceCompleteDate	Defendents “served” date	Date all the defendants of the foreclosure proceedings have been servered.	smalldatetime		16
LS	ServLoanCode	Serv Loan Code	Loan number provided by servicer.	varchar		50
LS	ServLoss	Liquidated Actual Loss	Loss reported by servicer	numeric		18
LS	ServOrigAmTerm	Serv Orig Amterm	Original amortization term as provided by the servicer.	smallint		2
LS	ServOrigBal	Serv Orig Bal	Original Loan Amount from servicer	numeric		18
LS	ServOrigCoupon	Orig Interest Rate	Original Interest Rate from servicer.	real		4
LS	ServOrigPIPmt	Nationstar’s Orig PIPmt	Original P&I payment amount.	numeric		18
LS	ServOrigTerm	Serv Orig Term	Origninal term of the loan as supplied by the servicer.	smallint		2
LS	ServPPPCode	PPP code	Prepayment Penalty Code from servicer	varchar		20
LS	ServPPPDescr	PPP description	Description of PPP details from servicer	varchar		800
LS	ServPPPMos	PPP months	Number of months for the prepayment code from servicer	smallint		2
LS	ServProduct	Nationstar’s Product	Loan product types, ie — interest only, 2/28 arm, etc.	varchar		40
LS	SetFclDate	Set FC date	Scheduled date of the foreclosure sale	smalldatetime		16
LS	SfmdsStatusDate	SFMDS status date	The first date on which a loan appears on HUD SFDM	smalldatetime		16

Exhibit B-5

File
Name	Name	Long Name	Desc	Type	Length
LS	SheriffDeedDate	Sheriff deed date	Date on which the sheriff/trustee deed was recorded.	smalldatetime		16
LS	SkipTrace	Call Skip trace	Flag indicating that a skip trace was completed for the borrower(s).	varchar		40
LS	StipConsentOrderDate	Stip. Consent order date	The most recent date of the stipulation or consent order.	smalldatetime		16
LS	TeaserRate	Teaser Rate	Indicates if the initial rate on the loan was a teaser rate.	varchar		40
LS	TotCarryOverPct	Total Carry Over Percent	If the ARM has a carry over feature, the amount of the carry over percentage.	real		4
LS	TransferBal	Trans Bal	Total of liquidated balance, prepaid balance, and UPB on service transfers.	numeric		18
LS	TrusteeDeed	Trustee deed	Date on which the trustees deed is recorded	smalldatetime		16
For Subordinate Lien Servicing:
LS	SrLienActSaleDate	Senior Lien Holder’s Actual Foreclosure Sale Date	The confirmed, actural foreclosure sale date of the senior lien.	smalldatetime		16
LS	SrLienBal	Senior Lien Holder Current UPB	The most received UPB obtained from the senior lien holder.	numeric		18
LS	SrLienEstFCDate	Senior Lien Holder’s Scheduled/Estimated Foreclosure Date	The scheduled/estimated foreclosure sale date provided by the senior lien holder or from public records.	smalldatetime		16
LS	SrLienFCFlag	Senior Lien FC Flag Indicator	A flag to indicate the senior lien is in active foreclosure	varchar
LS	SrLienHolder	Senior Lien Holder Name	The name of the servicer for the senior lien.	varchar
LS	SrLienSaleAmt	Senior Lien Holder’s Foreclosure Sale Amount	The foreclosure sale amount from the senior lien holder’s completed foreclosure sale.	numeric		18

SECURITIZED LOANS OR SCHEDULED/SCHEDULED LOANS:

Due the 25th of each month

File
Name	Name	Long Name	Desc	Type	Length
SR	BegBal	Remit Begin Actual Bal	*SRM* Beginning collateral principal balance.	numeric		18
SR	BegSchedPrin	Remit Begin sched Bal	*SRM* Beginning sheduled principal balance.	numeric		18
SR	CurtPrin	Remit Curtailment Principal	*SRM* Curtailed principal.	numeric		18
SR	CutoffDate	Reporting Cutoff Date	The cutoff date of the remittance reports	smalldatetime		16
SR	EndActualBal	Remit End Actual Bal	*SRM* Ending collateral principal balance.	numeric		18
SR	EndSchedBal	Remit End Sch Bal	*SRM* Ending scheduled principal balance.	numeric		18
SR	IntOnCurt	Remit Curtailment Interest	*SRM* Interest accrued on the curtailed principal.	numeric		18
SR	NetSchedInt	Remit Net Sch Interest	*SRM* Net scheduled interest remitted.	numeric		18
SR	NextDue	Next due date	Next PMT due date. Will change monthly.	smalldatetime		16
SR	NoteRate	Remit Int rate	*SRM* Current interest rate.	real		4
SR	OrigLoanCode	Original Loan Code	Original Loan Number	varchar		50
SR	PayOffDate	Remit PIF date	*SRM* Date of payoff.	smalldatetime		16
SR	PI	Remit PI PMT	*SRM* principal and interest remitted	numeric		18
SR	PPP	Remit PPP	*SRM* Prepayment penalties remitted.	numeric		18

Exhibit B-6

File
Name	Name	Long Name	Desc	Type	Length
SR	SchedInt	Remit Scheduled Interest	*SRM* Scheduled interest remitted.	numeric		18
SR	SchedLiqAmt	Remit Sch liqu Bal	*SRM* schedule balance of the liquidated balances.	numeric		18
SR	StatusCode	Remit Loan Status	*SRM* Nationstar supplied remittance status.	varchar		40

Exhibit B-7

EXHIBIT C

FORM OF GUARANTY

Exhibit C

GUARANTY

     THIS GUARANTY (the “Guaranty”) is made as of December 16, 2009, by FIF HE HOLDINGS LLC (“Guarantor”), in favor of FANNIE MAE, a corporation chartered under the laws of the United States (“Fannie Mae”).

BACKGROUND

     A. Guarantor is the parent of Nationstar Mortgage LLC (“Subsidiary”), a Delaware limited liability company. The intent of the Guarantor and Fannie Mae in entering into this Guaranty is to induce Fannie Mae to enter into a certain Strategic Relationship Agreement of even date herewith with Subsidiary (the “Strategic Agreement”).

     B. Fannie Mae and Subsidiary will enter into the Strategic Agreement pursuant to which Fannie Mae from time to time may designate Subsidiary as a “high touch” servicer or subservicer that is eligible to acquire Fannie Mae servicing rights or enter into subservicing agreements with Fannie Mae and third parties pursuant to transfers facilitated by Fannie Mae.

     C. Fannie Mae and Subsidiary have entered into a Mortgage Selling and Servicing Contract, effective as of August 6, 1997, establishing Subsidiary as an approved seller and servicer of mortgages and participation interests and providing the terms and conditions of the sale to and servicing of mortgages for Fannie Mae, as supplemented by a certain Nationstar Supplemental Servicing Agreement dated as of November 14, 2008 and a certain Supplemental Servicing Agreement dated as of September 30, 2009, along with certain variances thereto (collectively, “Subsidiary’s MSSC”).

     D. The Strategic Agreement obligates Subsidiary under certain circumstances to transfer to a newly established limited liability company that would be wholly-owned by Subsidiary (the “New Servicing Entity”) the business of the Subsidiary pertaining to the Fannie Mae servicing and subservicing rights, including the assumption of the Subsidiary’s rights and certain of its obligations under the Strategic Agreement and any related subservicing agreements and other agreements that may be executed pursuant to such Strategic Agreement.

     E. If the transfer to the New Servicing Entity were to occur, Fannie Mae and the New Servicing Entity would enter into a separate Mortgage Selling and Servicing Contract (the “New Servicing Entity’s MSSC”), effective as of the date of such transfer, establishing the New Servicing Entity as an approved seller and servicer of mortgages and participation interests and providing the terms and conditions of the sale to and servicing of mortgages for Fannie Mae.

     F. Guarantor owns an equity interest in Subsidiary, and as such Guarantor will receive a direct and material benefit from the mortgages that Subsidiary services and subservices, and that the New Servicing Entity may service or subservice, for Fannie Mae.

     G. As a condition precedent to, and inducement for, Fannie Mae to enter into the Strategic Agreement, Fannie Mae has required that Guarantor execute and deliver this Guaranty.

     NOW THEREFORE, in consideration of the mutual covenants and undertakings contained in this Guaranty, and other good and valuable consideration, the receipt and

Exhibit C

sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Guarantor and Fannie Mae agree to incorporate the recitals listed above into this Guaranty and further agree as follows:

AGREEMENTS

     1. Guarantor unconditionally, irrevocably, and absolutely guarantees to Fannie Mae (and its respective successors, endorsees and permitted transferees and assigns), as primary obligors and not merely as a sureties, the prompt performance of all actions required to be performed and punctual payment (whether at stated maturity, by acceleration or otherwise) of all obligations required to be paid by Subsidiary arising under Subsidiary’s Strategic Agreement and any related Transaction Ancillary Document as defined in and executed in connection with such Strategic Agreement and the Subsidiary’s MSSC but only with respect to such Strategic Agreement and Transaction Ancillary Documents (together, and as such agreements may be amended in accordance with their applicable terms, the “Fannie Mae Contract”), including, without limitation, interest, fees, costs and expenses, including reasonable attorneys’ fees, accruing on such obligations after the commencement, whether voluntary or involuntary, of a bankruptcy, reorganization, liquidation or other similar federal or state law proceeding by or against Subsidiary, without regard to whether or not such interest, fees, costs and expenses are allowed claims in such proceeding. Notwithstanding the foregoing, “Fannie Mae Contract” shall not include the Senior Secured Credit Agreement dated as of October 1, 2009 between Fannie and the Subsidiary and the Early Advancing Funding Agreement dated as of September 9, 2009 between Fannie Mae and the Subsidiary (collectively, and as such agreements may be amended, modified, restated or replaced by and between Fannie Mae and the Subsidiary, the “Excluded Agreements”). All references to Subsidiary under this Guaranty include any New Servicing Entity that assumes Subsidiary’s rights and certain of its obligations under the Fannie Mae Contract, and all references to the Fannie Mae Contract include such assumed agreements that Subsidiary originally executed with Fannie Mae, together with the New Servicing Entity’s MSSC, the related subservicing agreements executed by New Servicing Entity, or any other contractual agreement between Fannie Mae and New Servicing Entity with respect or relating to the mortgage loans the New Servicing Entity services or subservices, or has serviced or subserviced, for, or on behalf of, Fannie Mae that are subject to the Strategic Agreement as assumed by New Servicing Entity, but shall not include the Excluded Agreements. This is a guaranty of payment and performance and not of collection. Guarantor shall discharge forthwith on written demand by Fannie Mae, and at no cost to Fannie Mae, each and every loss, damage, penalty, fine, forfeiture, legal or other fee, judgment, cost, expense (including reasonable attorneys’ fees) debt, obligation or claim which shall be made or apportioned against Subsidiary under the Fannie Mae Contract absolutely, and without regard to any claim or other payment whatsoever, except for any indefeasible payment previously made to Fannie Mae by Subsidiary with respect to the Fannie Mae Contract. Except as otherwise stated herein, this obligation may not be revoked, modified or otherwise altered by Guarantor. As more fully provided in Paragraph 11 below, (i) no exercise, delay in exercise or non-exercise by Fannie Mae of any right hereby given it, (ii) no dealing by Fannie Mae with, or course of conduct between Fannie Mae and Subsidiary, Guarantor or any other person, and/or (iii) no waiver, change, impairment or suspension of any right or remedy of Fannie Mae, which, but for this provision, could or might act as a release, discharge, waiver, alteration or exoneration of the liabilities or obligations of Guarantor hereunder, shall in any way affect, decrease, diminish, alter or impair any of the

Exhibit C

liabilities or obligations of the Guarantor hereunder or give the Guarantor or any other person any rights, recourse or defense against Fannie Mae or its respective successors, endorsees, transferees and assigns.

     2. The obligations of Guarantor shall be promptly performed without demand of Subsidiary and shall be primary, absolute and unconditional and are not subject to any reduction, limitation, impairment, discharge or termination for any reason (other than the complete indefeasible payment or performance in full of the obligations) irrespective of, and unaffected by, (i) the genuineness, validity, regularity, or enforceability of, this Guaranty, any other Fannie Mae Contract or any other agreement, document or instrument to which Guarantor and/or Subsidiary are or may become a party, (ii) the insolvency or financial condition of Guarantor and/or Subsidiary, (iii) the existence, value or condition of, or failure to perfect any security interest or lien against, any collateral for the obligations guaranteed hereunder or any action, or the absence of any action, by Fannie Mae in respect thereof (including, without limitation, the release of any such security interest or lien), or (iv) any other action or circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or a guarantor. Guarantor hereby waives the benefit of all principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty. Without limiting the generality of the foregoing, the Guarantor hereby waive diligence, presentment, demand of payment, protest, all notices (whether for non-payment or protest or of acceptance, maturity, acceleration, extension of time, change in nature or form of the obligations guaranteed hereunder, acceptance of further security, release of further security, composition or agreement arrived at as to the amount of, or the terms of, the obligations guaranteed hereunder, notice of adverse change in Subsidiary’s financial condition or any other fact, circumstance or action which might increase the risk to Guarantor, or otherwise) with respect to all obligations under any Fannie Mae Contract, any defense of the statute of limitations in any action against the Guarantor, under this Guaranty, notice of acceptance of this Guaranty and of the incurring by Guarantor of any of the obligations hereinbefore mentioned, all demands whatsoever, and all rights and remedies to require Fannie Mae to (a) proceed against Subsidiary or any other person or entity, (b) proceed against or exhaust any collateral held by Fannie Mae to secure the payment of any indebtedness guaranteed hereby, or (c) pursue any other remedy, whether in law or equity, it may now or hereafter have against Subsidiary or any other person or entity, including any rights to an “election of remedies” or marshalling of assets by Fannie Mae. Guarantor represents, warrants and agrees that, as of the date of this Guaranty, its obligations under this Guaranty are not subject to any offsets or defenses against Fannie Mae of any kind. Except as set forth in Section 20, Guarantor further agrees that its obligations under this Guaranty shall not be subject to any counterclaims, offsets or defenses.

     3. Guarantor hereby acknowledges and agrees that, at any time or from time to time and any number of times, without notice to or consent from Guarantor and without affecting, impairing or releasing the liability of Guarantor hereunder, the Fannie Mae Contract may be modified or amended in any respect and Fannie Mae shall not incur any liability to Guarantor as a result thereof.

     4. A termination of the Strategic Agreement shall automatically result in a termination of the obligations and liabilities of Guarantor hereunder with respect to the Strategic Agreement, except that the obligations and liabilities of the Guarantor hereunder with respect to

Exhibit C

the Strategic Agreement shall remain in effect with respect to any obligations and liabilities of the Subsidiary that survive any termination of the Strategic Agreement for so long as any such obligations and liabilities survive. The Guarantor agrees and acknowledges that a termination of the Strategic Agreement does not result in a termination of the obligations and liabilities of the Guarantor hereunder with respect to the Transaction Ancilliary Documents with respect to those loans serviced as of the date the Strategic Agreement is terminated; provided, however, that if the Strategic Agreement is terminated by Fannie Mae without cause or by the Subsidiary upon, and during the continuance of, a breach of the Strategic Agreement by Fannie Mae, then Guarantor’s obligations hereunder with respect to the Transaction Ancillary Documents shall automatically terminate, except that the obligations and liabilities of the Guarantor hereunder that were incurred prior to such termination of the Strategic Agreement with respect to the Transaction Ancillary Documents shall survive until the underlying obligations and liabilities are satisfied or terminated.

     5. Guarantor hereby acknowledges and agrees that the withdrawal from, or termination or restructuring of, any ownership interest in Subsidiary (including the indirect ownership interest in the New Servicing Entity), shall not alter, affect, release or in any way limit the obligations of Guarantor hereunder, except that Guarantor shall not guaranty any obligations or liabilities of New Servicing Entity that pertain to the period after Fannie Mae acquires any of the outstanding stock or membership interests in the New Servicing Entity; provided, that, for the avoidance of doubt, the obligations of the Guarantor hereunder shall remain in effect with respect to any liabilities and obligations of the Subsidiary that that arise prior to the date on which Fannie Mae acquires any of the equity interests of the New Servicing Entity for so long as any such liabilities and obligations survive. Notwithstanding anything herein to the contrary, the obligations of the Guarantor hereunder shall automatically terminate upon (i) an initial public offering of the equity securities of the Subsidiary or any successor entity (or of any company (other than the Guarantor) that holds directly or indirectly the outstanding equity interests in the Subsidiary (an “Intermediate Company”); provided, that, upon such initial public offering the market capitalization of the Subsidiary, any successor entity or any Intermediate Company, as applicable, is not less than $350 million, the shares of such equity securities are listed on a U.S. national securities exchange, and the Guarantor no longer owns directly or indirectly more than 50% of the equity interests in the Subsidiary, any successor entity or any Intermediate Company and no longer has the right to appoint a majority of the members of the board (or similar governing body) of the Subsidiary, any successor entity or any Intermediate Company; provided, further, that upon an initial public offering of an Intermediate Company, such Intermediate Company assumes the obligations of the Guarantor hereunder; (ii) the assumption in writing of the obligations of the Guarantor by any other person or entity (a “New Guarantor”); provided, that, the New Guarantor (as of immediately following the assumption of the Guaranty) has a Lender Adjusted New Worth (as defined in the Fannie Mae Guides, as defined in the Strategic Agreement) no less than $350 million, taking into account the Lender Adjusted New Worth of the Subsidiary, as certified in writing to Fannie Mae; or (iii) any date upon which the Lender Adjusted New Worth of Subsidiary or any successor company is not less than $350 million calculated in accordance with generally accepted accounting principals consistently applied and in accordance with general Fannie Mae eligibility criteria, as certified in writing to Fannie Mae; provided, that, for the avoidance of doubt, the obligations of the Guarantor hereunder shall remain in effect with respect to any liabilities and obligations of the Subsidiary that that arise prior to the date on which either the events set forth in clauses (i), (ii), or (iii) occur for so long as

Exhibit C

any such liabilities and obligations survive unless the Subsidiary, in the case of clauses (i) or (iii) or the New Guarantor, the case of clause (ii), specifically assumes the obligations or the guaranty of obligations, as the case may be, arising prior to such date.

     6. Subject to the provisions of Section 5 of this Guaranty, Guarantor hereby acknowledges and agrees that, in the event of termination, reorganization, restructuring, liquidation, dissolution or change of entity form of Subsidiary, this Guaranty shall continue in full force and effect and such event or circumstance shall not alter, affect, release or in any way limit the obligations of Guarantor hereunder.

     7. Fannie Mae, in its discretion, may make demand under this Guaranty, at one or more times and from time to time, of all or any part of obligations guaranteed hereunder.

     8. This Guaranty shall be enforceable despite any exculpation from liability granted to Subsidiary.

     9. Guarantor hereby acknowledges and agrees that Fannie Mae, in its discretion, may (a) bring suit against Guarantor or Subsidiary, jointly or severally or against any one or more of them; (b) compromise or settle with any one or more of them; (c) release one or more of them from liability hereunder, and (d) otherwise deal with Guarantor and Subsidiary (or any other person or entity), in any manner whatsoever, and that no such action shall impair the rights of Fannie Mae to collect the indebtedness hereby guaranteed from Guarantor, or alter, affect, release or in any way limit the obligations of Guarantor hereunder. If for any reason at any time payment and/or performance of the obligations guaranteed hereunder, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by Fannie Mae, whether as a “voidable preference”, “fraudulent conveyance”, or otherwise, then (i) Guarantor shall not be released from liability hereunder with respect to such amounts, and Guarantor agrees to promptly pay such amounts and promptly perform such obligations to Fannie Mae on demand, and (ii) any prior release or discharge from the terms of this Guaranty given to Guarantor by Fannie Mae shall be without effect, and this Guaranty shall remain in full force and effect. No delay by Fannie Mae in exercising any rights and/or powers hereunder or in taking any action to enforce Subsidiary’s obligations under any Fannie Mae Contract shall operate as a waiver as to such rights or powers or in any manner prejudice any and all of Fannie Mae’s rights and powers hereunder against the Guarantor. It is the intention of Fannie Mae and Guarantor that Guarantor’s obligations hereunder shall not be discharged except by Guarantor’s full and complete performance and indefeasible payment of such obligations in cash and then only to the extent of such performance and payment.

     10. Guarantor agrees, at any time and from time to time, upon written request by Fannie Mae, to promptly take, or cause to be taken, any action and to execute and deliver any additional documents which, in the reasonable opinion of Fannie Mae, may be necessary in order to assure to Fannie Mae the full benefits of this Guaranty, in each case at the sole cost and expense of Guarantor.

     11. Neither this Guaranty nor any term or provision hereof may be amended, changed, waived, discharged or terminated except by an instrument in writing signed by Fannie Mae and the Guarantor expressly referring to this Guaranty and to the provision so changed or

Exhibit C

limited. No such waiver shall extend to or affect any obligation not expressly waived or impair any right consequent to such obligation. No course of dealing or delay or omission on the part of Fannie Mae in exercising any right or remedy under this Guaranty or under applicable law shall operate as a waiver thereof or otherwise be prejudicial thereto. The rights and remedies hereunder provided to Fannie Mae are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights and remedies provided by law. No failure to exercise nor any delay in exercising on the part of Fannie Mae, any right, power or privilege hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or future exercise thereof or the exercise of any other right, power or privilege.

     12. Any demand or notice required or permitted to be given by Fannie Mae to Guarantor under this Guaranty shall be in writing and shall be deemed to have been duly given if delivered personally or by overnight courier service or if sent by registered or certified mail, return receipt requested, first class postage prepaid, addressed to the Guarantor at its addresses for notices set forth below, or at any other address furnished in writing by the Guarantor to Fannie Mae at the address for notices set forth below. Any notice delivered to a Guarantor’s designated address by (a) personal delivery, (b) recognized overnight national courier service, or (c) registered or certified mail, return receipt requested, shall be deemed to have been received by the Guarantor at the time the notice is delivered to the designated address. Confirmation by the courier delivering any notice given pursuant to this Section shall be conclusive evidence of receipt of such notice. Guarantor agrees that it will not refuse or reject delivery of any notice given hereunder, that it will promptly acknowledge, in writing, receipt of the same upon request by Fannie Mae and that any notice rejected or refused by the Guarantor shall be deemed for all purposes of this Guaranty to have been received by the Guarantor on the date so refused or rejected, as conclusively established by the records of the U.S. Postal Service or the courier service.

FIF HE Holdings LLC:

FIF HE Holdings LLC
c/o Fortress Investment Group, L.L.C.
1345 Avenue of the Americas
New York, NY 10105
Attn: Randal Nardone

With copies to:

Nationstar Mortgage LLC
350 Highland Drive
Lewisville, TX 75067
Attn: Anne Sutherland,
General Counsel

and

Exhibit C

Sidley Austin LLP
One South Dearborn
Chicago, IL 60603
Attn: Chris Abbinante

Fannie Mae:

3900 Wisconsin Avenue, NW
Washington, DC 20016
Attention: David Hisey
Deputy Chief Financial Officer

With copies to

3900 Wisconsin Avenue, NW
Washington, DC 20016
Attention: Tim Mayopoulos, Esq.
General Counsel

     13. Any indebtedness of Subsidiary now or hereafter held by Guarantor is hereby subordinated, to the extent of the obligations guaranteed hereunder, to the complete indefeasible payment or performance in full of the obligations of Subsidiary to Fannie Mae guaranteed hereby. Notwithstanding the foregoing, so long as the Subsidiary is not in default of the obligations guaranteed hereunder, the Subsidiary may make payments pursuant to such indebtedness to the Guarantor; provided, however, that upon a default, and while such default is continuing, any and all such indebtedness of Subsidiary shall be collected, enforced and received by Guarantor in trust and as trustee for Fannie Mae, but without reducing, altering or otherwise affecting in any manner the liability of Guarantor hereunder, and shall be promptly delivered by Guarantor to Fannie Mae. Until the obligations of Subsidiary guaranteed hereby have been indefeasibly paid in full in cash to Fannie Mae, Guarantor expressly and irrevocably waives, on behalf of itself and its successors and assigns (including any surety), any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of any claim against any person, and which Guarantor may have or hereafter acquire against Subsidiary in connection with or as a result of Guarantor’s execution, delivery and/or performance of this Guaranty, or any other documents to which Guarantor is a party or otherwise.

     14. Guarantor agrees to promptly pay in cash to Fannie Mae all costs and out-of-pocket expenses, including, without limitation, court costs and expenses and the reasonable fees and disbursements of legal counsel, incurred by or on behalf of Fannie Mae arising from or in connection with the enforcement of the Guarantor’s obligations under this Guaranty or the protection, assertion or enforcement of Fannie Mae’s rights or remedies under this Guaranty.

Exhibit C

Without limiting the foregoing, if this Guaranty shall be placed in the hands of an attorney for enforcement or should it be enforced by legal proceedings or through any bankruptcy court, Guarantor agrees to promptly pay in cash to Fannie Mae the reasonable attorneys’ and collection fees incurred by Fannie Mae.

     15. This Guaranty shall be binding upon the Guarantor, as well as its successors and assigns (including a debtor-in-possession on behalf of Guarantor), and shall inure to the benefit of Fannie Mae and its successors and assigns; provided, however, that except as set forth in Section 5 hereof, Guarantor shall not assign this Guaranty or delegate any of its duties hereunder without Fannie Mae’s prior written consent. Except as set forth in Section 5, any assignment or delegation without the prior written consent of Fannie Mae shall be absolutely void. In the event of any assignment or other transfer of rights by Fannie Mae, the rights and benefits herein conferred upon Fannie Mae shall automatically extend to and be vested in such assignee or other transferee. Fannie Mae shall give the Guarantor prompt notice of any assignment or other transfer of rights by Fannie Mae.

     16. Fannie Mae is relying and is entitled to rely upon each and all of the provisions of this Guaranty. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be held invalid for any reason whatsoever, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and be restated to reflect as nearly as possible the original intentions of the Parties and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

     17. GOVERNING LAW. THE VALIDITY OF THIS GUARANTY, ITS CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT, AND THE RIGHTS OF GUARANTOR AND FANNIE MAE, SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT GIVING EFFECT TO NEW YORK’S PRINCIPLES OF CONFLICTS OF LAW. GUARANTOR AND FANNIE MAE HEREBY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS GUARANTY SHALL BE TRIED AND DETERMINED ONLY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. GUARANTOR AND FANNIE MAE HEREBY EXPRESSLY WAIVE ANY RIGHT THEY MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION.

     18. WAIVER OF JURY TRIAL. GUARANTOR AND FANNIE MAE HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY ACTION, CAUSE OF ACTION, CLAIM, DEMAND, OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS GUARANTY, OR IN ANY WAY CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE DEALINGS OF GUARANTOR AND FANNIE MAE WITH RESPECT TO THIS GUARANTY, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. GUARANTOR HEREBY AGREES

Exhibit C

THAT ANY SUCH ACTION, CAUSE OF ACTION, CLAIM, DEMAND, OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT FANNIE MAE MAY FILE AN ORIGINAL COUNTERPART OF THIS SECTION WITH ANY COURT OR OTHER TRIBUNAL AS WRITTEN EVIDENCE OF THE CONSENT OF GUARANTOR TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

     19. Guarantor hereby represents and warrants the following to Fannie Mae, each and all of which shall survive the execution and delivery of this Guaranty:

     (a) This Guaranty has been duly authorized, executed and delivered, and is a valid and legally binding instrument, enforceable against Guarantor in accordance with its terms. The execution, delivery and performance of this Guaranty does not and will not violate (i) any provision of any law or regulation applicable to Guarantor, (ii) any order of any court or governmental agency applicable to Guarantor, (iii) any contract, agreement, or guaranty of any kind to which Guarantor is a party, or by which Guarantor is bound, (iv) the Guarantor’s charters or by-laws or corporate documents, the breach or violation of which would affect or limit Guarantor’s performance under or compliance with any terms of this Guaranty, (v) conflict with or result in the breach of, or constitute a default under, or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Guarantor is a party or by which Guarantor or any of its property is bound and/or (vi) result in the creation or imposition of any security interest or lien upon any of the property or assets of Guarantor.

          (b) Each consent, approval or authorization of any kind required to be obtained by Guarantor in connection with the execution and delivery of this Guaranty or the performance of any obligations hereunder has been duly obtained and is in full force and effect on the effective date of this Guaranty.

          (c) There are no actions, suits, or proceedings pending, or to the knowledge of Guarantor, any investigation threatened against them in any court or before any federal, state, municipal or other governmental department or commission, board, bureau, agency or instrumentality, which, if adversely determined, will materially, adversely affect Guarantor’s businesses or its financial conditions or the validity and enforceability of this Guaranty or Guarantor’s ability to perform in accordance with this Guaranty.

     20. Notwithstanding anything in this Guaranty to the contrary, the Guarantor shall have the right to assert as a defense (including rights of offset and counterclaims) to any obligations or liabilities hereunder any defenses that would be available to it had it duly authorized and entered into the Fannie Mae Contract (or any other agreement guaranteed hereunder) directly. For the avoidance of doubt, Guarantor shall not have rights of offset or counterclaims that may arise under or be related to agreements other than the Fannie Mae Contract and the other agreements guaranteed hereunder.

     21. References to this “Guaranty” shall mean this Guaranty, including all amendments, modifications and supplements and any annexes, exhibits and schedules to any of the foregoing, and shall refer to this Guaranty as the same may be in effect at the time such reference becomes operative.

Exhibit C

     22. This Guaranty constitutes the entire agreement between the parties hereto with respect to the subject matter hereof superseding all other discussions, promises, representations, warranties, agreements and understandings, whether written or oral, relating to a guaranty by Guarantor of the obligations under the Fannie Mae Contract. In the event of any conflict or inconsistency between the Guaranty and the Fannie Mae Guides, the terms of this Guaranty shall control.

     23. This Guaranty has been reviewed by Guarantor, and its counsel, and shall be construed and interpreted neither against nor in favor of either Fannie Mae or Guarantor but rather in accordance with the fair meaning thereof.

     24. All payments to be made hereunder by Guarantor shall be made in lawful money of the United States of America at the time of payment, shall be made in immediately available funds, and shall be made without deduction (whether for taxes or otherwise) or offset.

     25. Limitation of Liability. Absent fraud, willful misconduct or bad faith, no recourse under any obligation, covenant or agreement of the Guarantor contained in this Guaranty shall be had against any incorporator, equity holder (including record holders and beneficial holders (i.e. direct and indirect equity holders)), officer, director, member, manager, employee, affiliate or agent of Guarantor or any officer, director, partner, member, manager, employee, affiliate or agent of any equity holder or affiliate of Guarantor (all of the foregoing parties collectively referred to herein as the “Related Parties”) by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Guaranty is solely an obligation of Guarantor, and that no personal liability whatever shall attach to or be incurred by any Related Party under or by reason of any of the obligations, covenants or agreements of the Guarantor contained in this Guaranty, or implied therefrom, and that any and all personal liability for breaches by the Guarantor of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such Related Party is hereby expressly waived as a condition of and in consideration for the execution of this Guaranty.

     26. Financial Statements. The Guarantor hereby covenants and agrees to deliver each of the following to Fannie Mae: (i) as soon as available but no later than sixty (60) days after the end of each fiscal quarter the unaudited financial statements certified by the responsible officer of the Guarantor, as fairly presenting, in accordance with GAAP, consistently applied, as at the end of, and for such period, the financial position and the results of the Guarantor, and (ii) as soon as available, but not later than one-hundred fifty (150) days after the end of each fiscal year, the unaudited financial statements of the Guarantor for such fiscal year certified by the responsible officer of the Guarantor, as fairly presenting, in accordance with GAAP, consistently applied, as at the end of, and for such period, the financial position and the results of the Guarantor.

Exhibit C

IN WITNESS WHEREOF, this Guaranty has been duly executed by the undersigned to be effective as of the date first above written.

By:	/s/ Pete Smith
	Name:	Pete Smith
	Title:	Manager, FIF HE Holdings LLC
By:	/s/ Eric J. Schuppenhauer
	Eric J. Schuppenhauer, SVP, NSO
	Fannie Mae

Exhibit C

EXHIBIT D

LIST OF ANCILLARY FEES

This is a list of maximum fees that may be assessed or collected. Actual fee amounts that can be charged may be subject to local, state and federal Law and the Fannie Mae Guides.

Fee or Item Description	Maximum Fee
Payment Related fees
Check by phone		[***]
ACH		[***]
IVR Payment		[***]
Web Payment		[***]
Others		[***]
Amortization Schedule Fee		[***]
Assumption Fee		[***]
Copy of Loan Documents		[***]
Copy of Year End Statement (1098)		[***]
Credit Report		[***]
Dishonored or NSF Check		[***]
Duplicate Monthly Billing/Coupon		[***]
Fax Fee		[***]
Flood Research		[***]
Late Fee on loans current on repayment plans (Y/N)		[***]
Name Change		[***]
Overnight Mail		[***]
Partial Release of Lien		[***]
Payment History		[***]
Payoff Quotes		[***]
Recording Fee		[***]
Subordination		[***]
Tax Verification Letter		[***]
Verification of Mortgage		[***]

*** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission.

Exhibit D

EXHIBIT E

LIST OF BANK CHARGES

Bank Service Charges — November 2009

Retail Lockbox / 650783	Unit Price
RLB MAINTENANCE		[***]
RLB PAYMENT		[***]
RLB MULTIPLES		[***]
RLB COURIER MAIL PREP		[***]
RLB CORRESPONDENCE		[***]
RLB SPECIAL PROCESSING		[***]
RLB CHECK IMAGE ITEM		[***]
RLB SCANNABLE DOC CAPTURE		[***]
RRLB LONG TERM CK STORAGE		[***]
RRLB LONG TERM DOC STORAGE		[***]
RLB CASH PROCESSING		[***]
RLB STOP FILE REJECT		[***]
RLB STOP FILE		[***]
RLB CUSTOMER LOOKUPS		[***]
RLB TRANSMISSION		[***]
RLB UNPROCESSABLE		[***]
RLB COURIER DEPOSIT		[***]

Depository Services	Unit Price
CREDITS POSTED		[***]
DEP CHECKS ON US		[***]
DEP CHECKS CLEARING HOUSE		[***]
DEP CHECKS LOCAL CITY		[***]
DEP CHECKS LOCAL RCPC		[***]
DEP CHECKS IN DISTRICT CITY		[***]
DEP CHECKS IN DISTRICT RCPC		[***]
DEP CHECKS NATIONAL FRB OTHER		[***]
DEP CHECKS HIGH DOLLAR GROUP		[***]
DEP CHECKS ENCODING		[***]
DEP CHECKS MICR REJECT REPAIR		[***]
DEP RETURN ITEMS RETURNED		[***]
IDD MONTHLY MAINTENANCE FEE		[***]
SOFTWARE MAINTENANCE FEE		[***]

Depository Services / 0000001001	Unit Price
CREDITS POSTED		[***]
CHECK IMAGE DEPOSITED		[***]
CQD DEPOSITORY CREDIT		[***]

^*** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission.

Exhibit E

Depository Services / 0000050783	Unit Price
DEP CHECKS ON US		[***]
DEP CHECKS CLEARING HOUSE		[***]
DEP CHECKS LOCAL CITY		[***]
DEP CHECKS LOCAL RCPC		[***]
DEP CHECKS IN DISTRICT CITY		[***]
DEP CHECKS IN DISTRICT RCPC		[***]
DEP CHECKS NATIONAL FRB OTHER		[***]

Disbursement Services	Unit Price
CHECKS/DEBITS POSTED		[***]
CHECK PHOTOCOPY RETRIEVAL		[***]
PWS EMAIL EXCEPT NOTIF		[***]

Reconciliation Services	Unit Price
POSITIVE PAY MAINTENANCE		[***]
IMAGE CAPTURE PER ITEM		[***]
FULL RECON MAINTENANCE		[***]

Funds Transfer Services	Unit Price
ELECTRONIC FED DEBIT S/T		[***]
ELECTRONIC BOOK DEBIT S/T		[***]
ELECTRONIC BOOK DEBIT REPAIR		[***]
FED CREDIT S/T		[***]
FED CREDIT REPAIR		[***]
CHIPS CREDIT S/T		[***]
BOOK CREDIT		[***]
FED TRANSFER FEE		[***]
CHIPS MESSAGE FEE		[***]
REPETITIVE LINESHEET STORAGE		[***]
JPMC TW WIRE POSITION DEBITS		[***]
JPMC TW WIRE POSITION CREDITS		[***]

Automated Clearing House	Unit Price
ACH RECEIVER SVCS-MAINTENANCE		[***]
ACH RECEIVER SVCS-TRANSACTION		[***]
ACH RECEIVER SVCS-REFORMAT		[***]
ACH RECEIVER SVCS-RETURN ITEM		[***]
ACH MAINTENANCE		[***]
ACH DEBITS/CREDITS ORIGINATED		[***]
ACH ADDENDA RECORDS		[***]
ACH DEBITS RECEIVED		[***]
ACH CREDITS RECEIVED		[***]
ACH RETURN		[***]

^*** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission.

Exhibit E

ACH RETURN-VIA ONLINE RPTNG	[***]
ACH NOC-VIA ONLINE RPTNG	[***]
ACH FILE PROCESSING	[***]
ACH NOTIFICATION OF CHANGE	[***]
ACH RECEIVER SVCS-DATA TRANS	[***]

International Services	Unit Price
FOREIGN CHECK DEPOSIT (CAD)	[***]

^*** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission.

Exhibit E

EX-10.5

Exhibit 10.5

EXECUTION COPY

NATIONSTAR MORTGAGE TLC
EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 29 day of January, 2008 by and between NATIONSTAR MORTGAGE LLC, a Delaware limited liability company (the “Company”) and ROBERT L. APPEL, an individual presently residing at 3416 Centenary, Dallas, Texas 75225 (“Executive”).

WITNESSETH:

     NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein contained, together with other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

     1. SERVICES AND DUTIES. The Company hereby employs Executive, and Executive hereby accepts employment by the Company in the capacity of its Executive Vice President—Servicing. Executive will report directly to the Company’s Chief Executive Officer (the “Manager”). The principal location of Executive’s employment shall be at the Company’s executive office located in Lewisville Texas or such other location determined by the Fortress entity identified in the organizational documents of FIF HE Holdings LLC (the “Managing Member”), in its sole discretion, that is within a fifty (50) mile radius of the Company’s current location at 350 Highland Drive, Lewisville, Texas 75067, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. Executive shall be a full-time employee of the Company and shall dedicate all of Executive’s working time to the Company and shall have no other employment and no other business ventures which are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive will have such duties, responsibilities and authority as are prescribed by the Manager from time to time, together with such additional duties as may be assigned to Executive from time to time by the Manager. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) engaging in personal investment activities for himself and his family that do not give rise to any conflict of interests with the Company or its affiliates, (ii) subject to prior approval of the Company and the Managing Member, acting as a director or in a similar role for an entity unrelated to the Company if such role does not give rise to any conflict of interests with the Company or its affiliates and (iii) engaging in charitable and civic activities, in each case provided that such activities do not interfere with the performance of his duties hereunder.

     2. TERM. Executive’s employment under the terms and conditions of this Agreement will commence on February 4, 2008 (the “Effective Date”). The term of this Agreement shall be for a period of two (2) years (the “Initial Term”) beginning on the Effective Date, subject to earlier termination pursuant to Section 5 herein. The Term of this Agreement will be automatically renewed and extended up to three (3) times, each time for a period of one year (each a “Renewal Term”) unless either party gives the other notice that this Agreement will not be renewed at least thirty (30) days prior to the end of the Initial Term or, in the case of the second Renewal Term, of the first Renewal Term. Each Renewal Term will continue to be

subject to the provisions for termination set forth herein. The initial Term and each Renewal term are hereinafter collectively referred to as the “Term.”

          Notwithstanding anything to the contrary herein, in the event of any termination of this Agreement, Executive shall nevertheless continue to be bound by the terms and conditions set forth in Sections 6 and 7 hereof, which provisions, along with Sections 8 and 9 hereof, shall survive any such termination of this Agreement and any termination of Executive’s employment with the Company. Notwithstanding anything to the contrary herein, Section 3(c) of this Agreement shall survive any termination of this Agreement and the lapsing of the Term.

          For a period of one year following any termination of Executive’s employment with the Company, Executive agrees to reasonably assist and cooperate with the Company and its affiliates and their respective agents, officers, directors and employees with respect to the operations of the Company (and its successors and assigns) (i) on matters relating to the tasks for which Executive was responsible, or about which Executive had knowledge, before cessation of employment or which may otherwise be within the knowledge of Executive and (ii) exclusively in connection with any existing or future disputes, litigation or investigations of any nature brought by, against, or otherwise involving the Company or its affiliates in which the Company deems Executive’s cooperation necessary, not to exceed 24 hours per month (or such other amount of time as agreed to by the parties). The Company will pay Executive a consulting fee of $300.00 per hour and will also reimburse Executive for reasonable out of pocket expenses incurred in connection therewith, in accordance with Company policy.

     3. COMPENSATION.

          (a) Base Salary. In consideration of Executive’s full and faithful satisfaction of Executive’s duties under this Agreement, the Company agrees to pay to Executive a base salary at the amount of $275,000 per annum (the “Base Salary”), payable in accordance with the Company’s then effective payroll practices and in such installments as the Company pays its similarly situated employees (but not less frequently than each calendar month), subject to usual and customary deductions for withholding taxes and similar charges, and customary employee contributions to health, welfare and retirement programs in which Executive is enrolled. The Base Salary shall be reviewed on an annual basis in accordance with Executive’s annual performance evaluation and adjusted at the Company’s sole discretion; provided, however, that in no event shall the Base Salary be reduced without Executive’s approval.

          (b) Bonus Compensation. In addition to the Base Salary payable pursuant to Section 3(a) above, Executive will also be eligible to receive in respect of each fiscal year of the Company a cash bonus as follows:

     (i) For the fiscal year ending on December 31, 2008, Executive will be entitled to a minimum bonus in an amount not less than $325,000.

     (ii) For the fiscal years ending after December 31, 2008, an amount determined by the senior management of the Company and by the

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Managing Member in their sole discretion and based upon individual and Company performance and targets determined by the senior management of the Company and by the Managing Member at the beginning of each such fiscal year. It is expected, but not guaranteed, that the Executive’s bonus range will be between $250,000 and $500,000 per year, with an anticipated target bonus of $350,000.

          Such bonus will be paid as soon as practicable after the Company’s financial results for such fiscal year have been determined, but in no event later than two (2) months after the end of such fiscal year, and shall be payable only if Executive is employed by the Company on the last day of the fiscal year in respect of which such bonus is awarded and has not notified the Company of his intent to resign.

          (c) Additional Bonus. Executive shall receive an Additional Bonus (as defined below) upon the earliest to occur of (i) the date Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason, and (ii) the fifth anniversary of the Effective Date, but only if Executive is an employee of the Company in good standing as of such fifth anniversary. If Executive’s employment with the Company terminates prior to the fifth anniversary of the Effective Date under any circumstances other than those described in clause (i) of the prior sentence or Executive is not an employee of the Company in good standing as of the fifth anniversary of the Effective Date, Executive shall not receive an Additional Bonus. “Additional Bonus” shall mean either (A) or (B) in the following sentence, whichever has the greatest value as of the date Executive becomes entitled to an Additional Bonus (i.e., termination of employment other than for Cause or for Good Reasons or the fifth anniversary of the Effective Date). For purposes of the preceding sentence (A) shall mean (x) $200,000 multiplied by the number of Executive’s complete years of employment with the Company (such years to be determined based on anniversaries of the Effective Date), less (y) any amounts received under the FIF HE Holdings LLC Senior Management Compensation Plan, and (B) shall mean continued participation in the FIF HE Holdings LLC Senior Management Compensation Plan. If Executive receives the bonus described in clause (A) of the preceding sentence, then (I) Executive shall cease to participate in the FIF HE Holdings LLC Senior Management Compensation Plan effective as of the fifth anniversary of the Effective Date or the date on which Executive’s employment is terminated by the Company other than for Cause or by Executive for Good Reason, as applicable, and (II) such amount will be paid to Executive as soon as practicable after Executive becomes entitled to such amount, but in no event later than two (2) months after the end of the fiscal year in which Executive becomes entitled to such amount. For purposes of determining whether clause (A) or clause (B) of the third sentence of this paragraph has a greater value, the value of clause (B) will be determined in good faith by the Managing Member as of the applicable date. For purposes of determining the value of clause (B), the Managing Member will assume that the Company is sold as of the applicable date for a price that takes into account the present value of future cash flows (considering appropriate discount rates and terminal values) of the Company as well as customary pricing metrics for comparable companies such as the book value of the assets of the Company. Managing Member will disclose to Executive the methodology, values and assumptions used to determine the value of clause (B).

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          (d) Withholding. All taxable compensation payable to Executive by the Company shall be subject to customary withholding taxes and such other employment taxes as are required under Federal law or the law of any state or by any governmental body to be collected with respect to compensation paid to an employee.

     4. BENEFITS AND PERQUISITES.

          (a) Retirement and Welfare Benefits. During the Term, Executive shall be entitled to all the usual benefits offered to the Company’s senior management, including vacation, sick time, and the ability to participate in the Company’s medical, dental, life insurance, disability and other welfare programs, and 401(k) retirement savings plan, subject to and in accordance with the applicable limitations and requirements imposed by the terms of the documents governing such benefits, as from time to time in effect. Nothing, however, shall require the Company to maintain any benefit, plan or arrangement or provide any type or level of benefits to the Company’s employees, including Executive. During the Term, Executive shall be entitled to not less than three (3) weeks paid vacation.

          (b) Reimbursement of Expenses. The Company shall reimburse Executive for any expenses reasonably incurred by Executive for business purposes in furtherance of Executive’s duties hereunder, including travel, meals and accommodations, upon submission by Executive of vouchers or receipts and in compliance with such rules and policies relating thereto as the Company may from time to time adopt. Such reimbursements shall be made promptly following submission, but in all cases no later than December 31 of the year following the year in which the expenses was incurred.

     5. TERMINATION. Executive’s employment pursuant to this Agreement shall be terminated on the earliest of (i) the expiration of the Term, (ii) the date on which the Manager, the Company or the Managing Member delivers written notice that Executive is being terminated for Disability, and (iii) the date of Executive’s death. In addition, Executive’s employment with the Company may be terminated (w) by the Company for Cause, effective on the date on which a written notice to such effect is delivered to Executive; (x) by the Company at any time without Cause, effective on the date on which a written notice to such effect is delivered to Executive; (y) by Executive for “Good Reason”, effective on the date on which a written notice to such effect is delivered to the Company; or (z) by Executive at any time, effective on the date on which a written notice to such effect is delivered to the Company.

          (a) For Cause Termination. If Executive’s employment with the Company is terminated by the Company for Cause, Executive shall not be entitled to any further compensation or benefits other than Accrued Benefits. If the definition of “Cause” set forth below conflicts with such definition in any incentive plan or equity plan or agreement of the Company or any of its affiliates, the definition set forth herein shall control.

          (b) Termination by Company without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company other than for Cause or is terminated by Executive for Good Reason prior to the end of the Term hereof, then Executive shall be entitled to, upon Executive’s providing the Company within forty-five (45) days of the date on which his employment with the Company terminates with a signed release of claims in a

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form, adopted by the Managing Member from time to time, which shall contain customary terms and conditions, and subject to Executive’s continued compliance with the provisions of Sections 6 and 7 hereof: (i) the Accrued Benefits, (ii) an amount equal to twelve (12) months Base Salary payable in the same manner as provided under Paragraph 3(a), (iii) an amount equal to 50% of the “target” bonus for the related fiscal year determined pursuant to Section 3(b), (iv) a prorated portion of the bonus described in Section 3(b)(ii) for the year in which the termination of employment occurs (such prorated bonus to be determined by the senior management of the Company and by the Managing Member in their sole discretion, with such determination based upon full months of employment and on performance through the end of the month prior to such termination) and (v) continuation of Executive’s coverage under the Company’s medical plan until the earlier of (A) the period of time it takes Executive to become eligible for the medical benefits program of a new employer (subject to section 6(a) hereof) or (B) twelve (12) months from the date of such termination. Notwithstanding the foregoing, Executive’s entitlement to the Accrued Benefits shall not be subject to Executive’s provision of the release hereunder.

          (c) Resignation, Death or Disability. If Executive’s employment with the Company terminates due to Executive’s resignation, then Executive shall be entitled to the Accrued Benefits. If Executive’s employment is terminated by reason of Executive’s death or Disability prior to the end of the Term, Executive shall not be entitled to receive any further compensation or benefits under this Agreement or otherwise other than the Accrued Benefits. During any period that Executive fails to perform his duties hereunder as a result of disability or incapacity, Executive shall continue to receive his Base Salary and all other benefits and all other compensation pursuant to this Agreement unless and until his employment is terminated pursuant to this Section 5.

          (d) Payments in Lieu of Other Severance Rights. The payments provided in subsections (a), (b) and (c) of this Section 5 shall be made in lieu of any other severance payments under any severance agreement, plan, program or arrangement of the Company.

          (e) Manner of Payment. Unless Executive breaches one of the restrictive covenants contained in Sections 6 and 7 of this Agreement, the payments described in clause (b) of this Section 5 shall be paid over a period of twelve (12) months commencing on the date on which the Executive provides the Company with the release described in such clause (b). Notwithstanding anything herein to the contrary, (1) the payment of any amounts hereunder (including benefits continuation) shall cease on the date on which Executive breaches any of the restrictive covenants contained in Sections 6 and 7 of this Agreement, and (2) in the event Executive’s employment terminates pursuant to Section 5(b) above within one year following a Change in Control, the amounts described in Section 5(b)(i), (ii) and (iii) shall be payable in a lump sum within 15 days of such termination of employment,

          (f) No Mitigation. Upon termination of his employment, Executive will be under no obligation to seek other employment or earn other income in order to remain eligible for the payments and benefits set forth in this Section 5. Not including the repayment of loans made to Executive by the Company or any affiliates thereof, amounts due to Executive under this Agreement will not be subject to offset by the Company for any claims the Company may have against Executive, unless otherwise specifically agreed to in writing by Executive.

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          (g) Section 280G. The Company shall take all reasonable action, including taking reasonable steps to obtain applicable approval if necessary, to cause any payments under this Agreement, to qualify for the exemption from the definition of “parachute payment” described in Section 280G(b)(5) of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable.

          (h) Definitions. For purposes of this Agreement:

     (i) “Accrued Benefits” means collectively the following: (i) any earned but unpaid salary through the last day of employment, (ii) any accrued but unpaid paid time off, (iii) any reimbursable business expenses through the last day of employment, (iv) any vested benefits in accordance with the terms of the Company’s employee benefit plans or programs and (v) any benefit continuation and/or conversion rights in accordance with the terms of the Company’s employee benefit plans or programs.

     (ii) “Cause” means (i) conviction of, guilty plea concerning or confession of any felony, (ii) any act of misappropriation or fraud committed by Executive in connection with the Company’s or its subsidiaries’ business, (iii) any material breach by Executive of this Agreement (iv) any material breach of any reasonable and lawful rule or directive of the Company, the Manager or the Managing Member, (v) the gross or willful neglect of duties or gross misconduct by Executive, or (vi) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Company’s or the Manager’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement.

     (iii) “Change in Control” means (i) any sale or other disposition of all or substantially all of the assets of the Company (including without limitation by way of a merger or consolidation or through the sale of all or substantially all of the stock or equity of its subsidiaries or sale of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole) to another person other than an affiliate of Fortress Investment Group LLC if, immediately after giving effect thereto, any person (or group of persons acting in concert) other than the persons owning a majority of the voting power of the Company prior to such sale (together with their affiliates) will have the power to elect a majority of the members of the board of directors (or other similar governing body) of the purchaser or surviving corporation; (ii) any change in the ownership of the capital stock or equity of the Company if, immediately after giving effect thereto, the persons owning a majority of the voting power of the company prior to such change (together with their affiliates) shall own, in the aggregate, less than 50% of the equity interests of the Company; or (iii) a liquidation of the Company that is a

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change in control event described in final regulations issued under Section 409A of the Code.

     (iv) “Good Reason” means any one or more of the following: (A) a reduction in Executive’s Base Salary, (B) any relocation of Executive more than fifty (50) miles from 350 Highland Drive, Lewisville, Texas 75067, (C) any material breach by the Company of this Agreement or any other material agreement to which the Company and Executive are parties, after written notice thereof from Executive is given in writing and such breach is not cured within 30 days after such notice, or (D) notice by the Company that the term of the Agreement shall not be renewed pursuant to Section 2.

     (v) “Disability” means, as determined by the Company or the Managing Member in good faith, Executive’s inability, due to disability or incapacity, to perform all of his duties hereunder on a full-time basis (i) for periods aggregating 90 days, whether or not continuous, in any continuous period of 365 days or, (ii) where Executive’s absence is adversely affecting the performance of the Company in a significant manner for periods greater than 30 days and Executive does not resume his duties on a full-time basis within 10 days of receipt of written notice of the Company’s or the Managing Member’s determination under this clause (ii).

          (i) Resignation as Officer or Director. Upon the termination of employment for any reason, Executive shall resign each position (if any) that he then holds as an officer or director of the Company and any of its subsidiaries.

     6. RESTRICTIVE COVENANTS. Executive acknowledges that during the period of his employment with the Company he shall have access to the Company’s Confidential Information (as defined below) and will meet and develop relationships with the Company’s potential and existing suppliers, financing sources, clients, customers and employees.

          (a) Noncompetition. Executive agrees that during the period of his employment with the Company and for the twelve (12) month period immediately following termination of such employment for any reason, Executive shall not directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, shareholder of a closely held corporation or shareholder in excess of five (5%) percent of a publicly traded corporation, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the mortgage lending business of the Company or its subsidiaries or of any other business in which the Company or its subsidiaries is engaged at the time of Executive’s termination of employment, or which is part of the Company’s Developing Business, within states in which the Company is engaged in such business or Developing Business. For purposes of the foregoing, “Developing Business” shall mean the new business concepts and services the Company has developed and is in the process of developing during Executive’s employment with the Company. Executive further covenants and agrees that this

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restrictive covenant is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company and its respective affiliates, imposes no undue hardship on Executive, is not injurious to the public, and that any violation of this restrictive covenant shall be specifically enforceable in any court with jurisdiction upon short notice.

          (b) Solicitation of Employees, Etc. Executive agrees that during the period of his employment with the Company and for the one (1) year period immediately following the date of termination of Executive’s employment with the Company for any reason, Executive shall not, directly or indirectly, (i) solicit or induce any officer, director, employee, agent or consultant of the Company or any of its successors, assigns, subsidiaries or affiliates to terminate his, her or its employment or other relationship with the Company or its successors, assigns, subsidiaries or affiliates, or otherwise encourage any such person or entity to leave or sever his, her or its employment or other relationship with the Company or its successors, assigns, subsidiaries or affiliates, for any other reason or (ii) hire any individual who left the employ of the Company or any of its affiliates during the immediately preceding one-year period.

          (c) Disparaging Comments. Executive agrees that during the period of his employment with the Company and thereafter, Executive shall not make any disparaging or defamatory comments regarding the Company or, after termination of his employment relationship with the Company, make any comments concerning any aspect of the termination of their relationship. The obligations of Executive under this subparagraph shall not apply to disclosures required by applicable law, regulation or order of any court or governmental agency. The Company agrees that during the period of Executive’s employment with the Company and thereafter, the Company shall not make any disparaging or defamatory comments regarding Executive or, after termination of his employment relationship with the Company, make any comments concerning any aspect of the termination of their relationship. The obligations of the Company under this subparagraph shall not apply to disclosures required by applicable law, regulation or order of any court or governmental agency.

          Nothing contained in this Section 6 shall limit any common law or statutory obligation that Executive may have to the Company or any of its affiliates. For purposes of this Section 6 and Section 7, the “Company” refers to the Company and any incorporated or unincorporated affiliates of the Company, including any entity which becomes Executive’s employer as a result of any reorganization or restructuring of the Company for any reason. The Company shall be entitled, in connection with its tax planning or other reasons, to terminate Executive’s employment (which termination shall not be considered a termination without Cause for purposes of this Agreement or otherwise) in connection with an invitation from another affiliate of the Company to accept employment with such affiliate in which case the terms and conditions hereof shall apply to Executive’s employment relationship with such entity mutatis mutandis.

     7. CONFIDENTIALITY. All books of account, records, systems, correspondence, documents, and any and all other data, in whatever form, concerning or containing any reference to the works and business of the Company or its affiliated companies shall belong to the Company and shall be given up to the Company whenever the Company requires Executive to do so. Executive agrees that Executive shall not at any time during the term of Executive’s

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employment or thereafter, without the Company’s prior written consent, disclose to any person (individual or entity) any information or any trade secrets, plans or other information or data, in whatever form, (including, without limitation, (i) any financing strategies and practices, pricing information and methods, training and operational procedures, advertising, marketing, and sales information or methodologies or financial information and (ii) any Proprietary Information (as defined below)), concerning the Company’s or any of its affiliated companies’ or customers’ practices, businesses, procedures, systems, plans or policies (collectively, “Confidential Information”), nor shall Executive utilize any such Confidential Information in any way or communicate with or contact any such customer other than in connection with Executive’s employment by the Company. Executive hereby confirms that all Confidential Information constitutes the Company’s exclusive property, and that all of the restrictions on Executive’s activities contained in this Agreement and such other nondisclosure policies of the Company are required for the Company’s reasonable protection. Confidential Information shall not include any information that has otherwise been disclosed to the public not in violation of this Agreement. This confidentiality provisions shall survive the termination of this Agreement and shall not be limited by any other confidentiality agreements entered into with the Company or any of its affiliates.

          Executive agrees that he shall promptly disclose to the Company in writing all information and inventions generated, conceived or first reduced to practice by him alone or in conjunction with others, during or after working hours, while in the employ of the Company (all of which is collectively referred to in this Agreement as “Proprietary Information”); provided, however, that such Proprietary Information shall not include (i) any information that has otherwise been disclosed to the public not in violation of this Agreement and (ii) general business knowledge and work skills of Executive, even if developed or improved by Executive while in the employ of the Company. All such Proprietary Information shall be the exclusive property of the Company and is hereby assigned by Executive to the Company executive’s obligation relative to the disclosure to the Company of such Proprietary Information anticipated in this Section 7 shall continue beyond Executive’s termination of employment and Executive shall, at the Company’s expense, give the Company all assistance it reasonably requires to perfect, protect and use its right to the Proprietary Information.

     8. ASSIGNMENT. This Agreement, and all of the terms and conditions hereof, shall bind the Company and its successors and assigns and shall bind Executive and Executive’s heirs, executors and administrators. No transfer or assignment of this Agreement shall release the Company from any obligation to Executive hereunder. Neither this Agreement, nor any of the Company’s rights or obligations hereunder, may be assigned or otherwise subject to hypothecation by Executive. The Company may assign the rights and obligations of the Company hereunder, in whole or in part, to any of the Company’s subsidiaries, affiliates or parent corporations, or to any other successor or assign in connection with the sale of all or substantially all of the Company’s assets or stock or in connection with any merger, acquisition and/or reorganization, provided the assignee assumes the obligations of the Company hereunder.

     9. GENERAL.

          (a) Notices. Any notices provided hereunder must be in writing and shall be deemed effective upon the earlier of one business day following personal delivery (including

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personal delivery by telecopy or telex), or the third business day after mailing by first class mail to the recipient at the address indicated below;

To the Company:

Nationstar Mortgage LLC
350 Highland Drive
Lewisville, Texas 75067
Attention: General Counsel

With a copy to:

FIF HE Holdings LLC
c/o Fortress Investment Group, L.L.C.
1345 Avenue of Americas
New York, New York 10105
Attention: Randal A. Nardone

To Executive:

Robert L. Appel
3416 Centenary
Dallas, Texas 75225

or to such other address or to the attention of such other person as the recipient party will have specified by prior written notice to the sending party.

          (b) Severability. Any provision of this Agreement which is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this paragraph be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provisions of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable because its scope is considered excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable.

          (c) Entire Agreement. This document constitutes the final, complete, and exclusive embodiment of the entire agreement and understanding between the parties related to the subject matter hereof and supersedes and preempts any prior or contemporaneous understandings, agreements, or representations by or between the parties, written or oral.

          (d) Counterparts. This Agreement may be executed on separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same agreement.

          (e) Amendments. No amendments or other modifications to this Agreement may be made except by a writing signed by all parties. No amendment or waiver of this

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Agreement requires the consent of any individual, partnership, corporation or other entity not a party to this Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any third person any rights or remedies under or by reason of this Agreement. This Agreement is intended to comply with the provisions of Section 409A of the Code to the extent applicable, including final regulations issued pursuant thereto, and the parties reserve the right to amend any provision of this Agreement to the extent necessary to comply with Section 409A of the Code.

          (f) Choice of Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws of the State of Texas without giving effect to principles of conflicts of law of such state.

          (g) Survivorship. The provisions of this Agreement necessary to carry out the intention of the parties as expressed herein shall survive the termination or expiration of this Agreement.

          (h) Waiver. The waiver by either party of the other party’s prompt and complete performance, or breach or violation, of any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation, and the failure by any party hereto to exercise any right or remedy which it may possess hereunder shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation. No waiver shall be deemed to have occurred unless set forth in a writing executed by or on behalf of the waiving party. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

          (i) Captions. The captions of this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision hereof.

          (j) Construction. The parties acknowledge that this Agreement is the result of arm’s-length negotiations between sophisticated parties each afforded representation by legal counsel. Each and every provision of this Agreement shall be construed as though both parties participated equally in the drafting of the same, and any rule of construction that a document shall be construed against the drafting party shall not be applicable to this Agreement.

          (k) Arbitration. Except as necessary for the Company and its subsidiaries, affiliates, successors or assigns or Executive to specifically enforce or enjoin a breach of this Agreement (to the extent such remedies are otherwise available), the parties agree that any and all disputes that may arise in connection with, arising out of or relating to this Agreement, or any dispute that relates in any way, in whole or in part, to Executive’s services on behalf of the Company or any subsidiary, the termination of such services or any other dispute by and between the parties or their subsidiaries, affiliates, successors or assigns, shall be submitted to binding arbitration in Dallas, Texas according to the National Employment Dispute Resolution Rules and procedures of the American Arbitration Association. The parties agree that the

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prevailing party in any such dispute shall be entitled to reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which he or it may be entitled. This arbitration obligation extends to any and all claims that may arise by and between the parties or their subsidiaries, affiliates, successors or assigns, and expressly extends to, without limitation, claims or causes of action for wrongful termination, impairment of ability to compete in the open labor market, breach of an express or implied contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and claims under the United States Constitution, and applicable state and federal fair employment laws, federal and state equal employment opportunity laws, and federal and state labor statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Fair Labor Standards Act, as amended, the Americans With Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Age Discrimination in Employment Act of 1967, as amended, and any other state or federal law.

     10. EXECUTIVE REPRESENTATION AND ACCEPTANCE. By signing this Agreement, Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound, (b) Executive is not a party to or bound by any employment agreement, noncompetition agreement or confidentiality agreement with any other person or entity that would interfere with the execution, delivery or performance of this Agreement by Executive, and (c) this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive agrees that he will not disclose to or use on behalf of the Company any proprietary information of a third party without that party’s consent.

     11. COMPANY REPRESENTATION AND ACCEPTANCE. By signing this Agreement, Company hereby represents and warrants to Executive that (a) the Company has all required power and authority to enter into, deliver, and perform its obligations under this Agreement, (b) the execution, delivery and performance of this Agreement by the Company have been duly authorized by all necessary action on the part of the Company and does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Company is a party or by which the Company is bound, and (c) this Agreement will be the valid and binding obligation of Company, enforceable in accordance with its terms.

     12. EFFECTIVENESS. This agreement shall become effective as of the Effective Date, it being understood that the Executive shall have no rights hereunder and the Company shall have no duties or obligations hereunder until this Agreement shall become effective; provided, however, that this Agreement is a binding obligation which cannot be revoked or terminated by either party except as provided herein.

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     IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND THEREOF, the parties hereto have executed and delivered this Agreement as of the year and date first above written.

NATIONSTAR MORTGAGE LLC
By:	/s/Anthony H. Barone Signature
	Anthony H. Barone
	Print Name
	Title: President & CEO
	Dated: Jan 29, 2008
EXECUTIVE
By:	/s/ Robert L. Appel
	Signature
	Robert L. Appel
	Print Name
	Title: EVP
	Dated: Jan. 29, 2008

-13-

EX-10.6

Exhibit 10.6

AMENDMENT TO
EMPLOYMENT AGREEMENT
dated as of September 17, 2010

     WHEREAS, Nationstar Mortgage LLC, a Delaware limited liability company (the “Company”) and Robert L. Appel (“Executive”) entered into an Employment Agreement, dated February 4, 2008 (the “Agreement”); and

     WHEREAS, pursuant to Section 9(e) of the Agreement, the Agreement may be amended by mutual written agreement signed by the Company and Executive (the “Parties”); and

     WHEREAS, the Parties desire to amend certain provisions in the Agreement as hereinafter set forth in this Amendment to the Agreement (this “Amendment”).

     NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained herein, the Parties agree as follows:

1.	The second sentence of Section 1 is hereby deleted in its entirety.
2.	The third sentence of Section 1 is hereby modified by deleting the phrase “the Fortress entity identified in the organizational documents of”.
3.	The fifth sentence of Section 1 is hereby modified by deleting the first instance of “Manager” and replacing it with the phrase “Company’s CEO or his delegate (the “Manager”)”.
4.	The sixth sentence of Section 1 is hereby deleted in its entirety and replaced with the following:

“Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject to the prior written approval of the Company and the Managing Member, acting as a director or in a similar role for an entity unrelated to the Company if such role does not give rise to any conflict of interests with the Company or its affiliates; (ii) upon providing prior written notice to the Company and the Managing Member, (A) creating or forming an investment vehicle or similar entity to engage in personal investment activities on behalf of himself or his family that does not give rise to any conflict of interests with the Company or its affiliates or (B) serving on a board of directors (or similar body) of a charitable or civic organization or enterprise; and (iii) except as provided in subsection (ii)(A) of this Section 1, engaging in personal investment activities for himself and his family that do not give rise to any conflict of interests with the Company or its affiliates; provided, that in each case such activities do not, either individually or in the aggregate, interfere with the performance of his duties hereunder.”

5. The first paragraph of Section 2 is hereby deleted in its entirety and replaced with the following:

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	“Executive’s employment under the terms and conditions of this Agreement will commence on February 4, 2008 (the “Effective Date”). The term of this Agreement shall end on February 3, 2011 (the “Initial Term”), subject to earlier termination pursuant to Section 5 hereof. The term of this Agreement will be automatically renewed for (i) an additional period commencing on February 4, 2011 and ending on February 3, 2012, unless either party gives the other notice that this Agreement will not be renewed by no later than January 4, 2011 and (ii) an additional period commencing on February 4, 2012 and ending on February 3, 2013, unless either party gives the other notice that this Agreement will not be renewed by no later than January 4, 2012 (such additional periods, the “Renewal Terms”). The Renewal Terms will continue to be subject to the provisions for termination set forth herein. The Initial Term and the Renewal Terms are hereinafter collectively referred to as the “Term.”
6.	The first sentence of the second paragraph of Section 2 is hereby modified by adding the phrase “cooperation provisions in the immediately following paragraph and the” after the phrase “Executive shall nevertheless continue to be bound by the”.
7.	The second sentence of the second paragraph of Section 2 is hereby deleted in its entirety.
8.	The first sentence of the third paragraph of Section 2 is hereby modified by replacing the phrase “For a period of one year following any termination of Executive’s employment with the Company” with the phrase “Following any termination of Executive’s employment with the Company, at the reasonable request of the Company,”.
9.	The first sentence of the third paragraph of Section 2 is hereby modified by adding “, provided that such cooperation does not unreasonably interfere with Executive’s other commitments” to the end thereof.
10.	The second sentence of the third paragraph of Section 2 is hereby modified by adding “as in effect from time to time” to the end thereof.
11.	The first sentence of Section 3(a) is hereby modified by replacing the phrase “the Company agrees to pay to Executive a base salary at the amount of $275,000 per annum (the “Base Salary”)” with the phrase “the Company agrees to pay to Executive a base salary during the Term in the amount of $275,000 per annum (the base salary in effect from time to time, the “Base Salary”).
12.	The second sentence of Section 3(a) is hereby deleted in its entirety and replaced with the following:

	“The Base Salary shall be reviewed on an annual basis in accordance with Executive’s annual performance evaluation and increased in any amount agreed to by Executive and the Company; provided, however, in no event shall the Base Salary be reduced without Executive’s approval.”
13.	Section 3(b) is hereby deleted in its entirety and replaced with the following:

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	“Bonus Compensation. In addition to the Base Salary payable pursuant to Section 3(a) above, Executive will also be eligible to participate in the Nationstar Mortgage LLC Annual Incentive Compensation Plan (the “Bonus Plan”) and any bonus provided to Executive under the Bonus Plan shall be subject to all of the terms and conditions thereof.”
14.	Section 3(c) is hereby deleted in its entirety and replaced with the following:
	“Retention Bonus. In addition to any other amounts payable pursuant to this Section 3, in the event that, on February 4, 2013, Executive (i) is employed by the Company or its subsidiaries and (ii) has not notified the Company of his intent to resign employment with the Company and its subsidiaries, Executive shall be entitled to receive a one-time cash retention bonus equal to $400,000 (the “Retention Bonus”), which shall be paid to Executive within ninety (90) days after February 4, 2013.”
15.	The third sentence of Section 4(a) is hereby modified by adding “per year, in accordance with the Company’s policies as in effect from time to time” to the end thereof.
16.	The first sentence of Section 4(b) is hereby modified by adding the phrase “during the Term” after the phrase “any expenses reasonably incurred by Executive”.
17.	The second sentence of Section 4(b) is hereby deleted in its entirety.
18.	The initial paragraph of Section 5 is hereby deleted in its entirety and replaced with the following:
	“The Term and Executive’s employment hereunder may be terminated by either party at any time and for any reason; provided, that Executive shall provide the Company at least thirty (30) days’ advance written notice of any resignation of employment. Notwithstanding any other provision of this Agreement, the provisions of this Section 5 shall exclusively govern Executive’s rights upon termination of employment with the Company. Any purported termination of employment by the Company or by Executive (other than due to Executive’s death) shall be communicated by a written Notice of Termination to the other party in accordance with the procedures set forth in Section 9(a) hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which indicates the specific termination provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide the basis for termination of employment under the provision so indicated.”
19.	The first sentence of Section 5(a) is hereby deleted in its entirety and replaced with the following:
	“If the Term and Executive’s employment hereunder is terminated by the Company for Cause, Executive shall not be entitled to any further compensation or benefits other than the Accrued Benefits.”

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20.	The second sentence of Section 5(a) is hereby modified by replacing the phrase “incentive plan or equity plan” with “other plan”.
21.	Section 5(b) is hereby deleted in its entirety and replaced with the following:

“Termination by Company without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company other than for Cause (excluding death or Disability) or is terminated by Executive for Good Reason, in each case prior to the end of the Term, then Executive shall be entitled to (A) the Accrued Benefits and (B) subject to Executive’s execution and non-revocation of a separation agreement and release of claims acceptable to the Managing Member (the “Release”):

(i) an amount equal to (1) twelve (12) months of Base Salary plus (2) $175,000;

(ii) a prorated portion of the annual cash incentive bonus for the year in which the termination of employment occurs (such prorated annual cash incentive bonus to be determined by the senior management of the Company and by the Managing Member in their sole discretion, with such determination based upon full months of employment and on performance through the end of the month prior to such termination);

(iii) in the event such termination occurs prior to February 4, 2013, the Retention Bonus; provided that, in the event that such termination is pursuant to Section 5(b)(1) hereof, Executive has not notified the Company of his intent to resign employment with the Company and its subsidiaries prior to the date of such termination; and

(iv) continuation of Executive’s coverage under the Company’s medical plan (the “Medical Plan”) until the earlier of (1) the period of time it takes Executive to become eligible for the medical benefits program of a new employer (subject to Section 6(a) hereof) and (2) twelve (12) months following the date of such termination; provided, however, that to the extent such continuation of coverage is not permitted under the terms of the Medical Plan, Executive shall be entitled, for the period set forth under clause (1) or (2) of this subsection (iii), as applicable, to receive COBRA continuation coverage under the Medical Plan at a cost to Executive which is not greater than the premiums paid by the Company’s active employees for comparable coverage under the Medical Plan.

22.	Section 5(c) is hereby deleted in its entirety and replaced with the following:
	“Resignation, Death or Disability. If Executive’s employment with the Company terminates due to Executive’s resignation during the Term, then Executive shall be entitled to the Accrued Benefits. If Executive’s employment is terminated by reason of Executive’s death or Disability prior to the end of the Term, Executive

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	shall not be entitled to receive any further compensation or benefits under this Agreement or otherwise other than the Accrued Benefits.”
23.	Sections 5(d) through 5(i) are hereby renumbered as Sections 5(e) through 5(j), respectively.
24.	The following new paragraph is hereby inserted, following Section 5(c), as Section 5(d):
	“Expiration of Term. For the avoidance of doubt, upon the expiration of the Term, the parties’ obligations hereunder, other than with respect to the provisions set forth in Sections 6, 7, 8 and 9 hereof, shall expire. Following the expiration of the Term, Executive shall continue as an “at-will” employee of the Company and no payments under this Section 5 shall be due upon any subsequent termination of employment.”
25.	Section 5(e) is hereby modified by adding “, and nothing additional shall be owed to Executive except as explicitly set forth in this Section 5”.
26.	Section 5(f) is hereby deleted in its entirety and replaced with the following:

“Manner of Payment. The Accrued Benefits shall be paid no later than ten (10) business days following the date of termination. Unless Executive breaches the cooperation obligations set forth in Section 2 of this Agreement or one of the restrictive covenants contained in Sections 6 and 7 of this Agreement, the payments described in subsection (b) of this Section 5 (other than the Accrued Benefits) shall be paid over a twelve (12) month period, commencing on the sixtieth (60^th) day following the date of termination; provided that the Release is executed and not revoked prior to such date. Notwithstanding anything herein to the contrary, (A) the payment of any amounts hereunder (including benefits continuation) shall cease on the date on which Executive breaches any of the restrictive covenants contained in Sections 6 and 7 of this Agreement or the cooperation obligations set forth in Section 2, and (B) in the event Executive’s employment terminates pursuant to Section 5(b) above within one (1) year following a Change in Control, the amount described in Section 5(b)(i), (ii) and (iii) shall be payable in a lump sum on the sixtieth (60^th) day following the date of termination; provided that the Release is executed and not revoked prior to such date.”

27.	Section 5(g) is hereby modified by deleting the second sentence thereof.
28.	Section 5(h) is hereby deleted in its entirety and replaced with the following:

“Section 280G. In the event that any amount or benefit that may be paid or otherwise provided (including the acceleration of vesting or exercisability of any equity-based awards held by Executive) to or in respect of Executive, by or on behalf of the Company or any affiliate, whether pursuant to this Agreement or otherwise (collectively, the “Payments”), could reasonably be expected to result in the imposition of the tax imposed under Section 4999 of the Internal Revenue

5

Code of 1986, as amended (the “Code”) (or any successor provision or any comparable provision of state, local or foreign law) (the “Excise Tax”), the Company shall, if applicable at the time such Excise Tax is imposed, endeavor in good faith to obtain shareholder approval of the Payments, so that upon such shareholder approval, the Payments shall not be subject to the Excise Tax; provided, that no such payments shall be made if such shareholder approval is not obtained. Failure to obtain such shareholder approval shall not constitute a breach of this Agreement or result in any additional payments to be made to Executive.”

29.	Subsection (ii) of Section 5(i) is hereby modified by adding “after written notice thereof from the Company or the Managing Member is given in writing and such breach is not cured to the satisfaction of the Company and the Managing Member within a reasonable period of time (not greater than 30 days) under the circumstances,” to the end of clause (iii) thereof.
30.	Subsection (ii) of Section 5(i) is hereby modified by replacing the word “Manager’s” with “Managing Member’s” in clause (vi) thereof.
31.	Subsection (iii) of Section 5(i) is hereby modified by deleting the phrase “that is a change in control event described in final regulations issued under Section 409A of the Code.”
32.	Subsection (iii) of Section 5(i) is hereby modified by adding the following as a new sentence at the end thereof:
	“Notwithstanding the foregoing, a Change in Control shall be deemed to have occurred under this Agreement only if a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code.”
33.	Subsection (iv) of Section 5(i) is hereby deleted in its entirety and replaced with the following:

““Good Reason” means the occurrence, without the express prior written consent of Executive, of any of the following circumstances, unless, with respect to subsections (A), (B), and (C) hereof, such circumstances are corrected by the Company in all material respects within thirty (30) days following written notification by Executive (which written notice must be delivered within sixty (60) days after the occurrence of such circumstances) that Executive intends to terminate Executive’s employment for one of the reasons set forth below: (A) a reduction in the Base Salary, (B) any relocation of Executive’s principal office by more than fifty (50) miles from 350 Highland Drive, Lewisville, Texas 75067, (C) any material breach by the Company of this Agreement or any other material agreement to which the Company and Executive are parties, or (D) notice by the Company that the Term shall not be renewed pursuant to Section 2 hereof. For the avoidance of doubt, Good Reason shall not be deemed to exist as a result of

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	either the execution of this Agreement or any changes to the terms and conditions of Executive’s employment contemplated herein.”
34.	Section 5(j) is hereby modified by added the following as a new sentence at the end thereof:

	“Executive’s execution of this Agreement shall be deemed the grant by Executive to the officers of the Company of a limited power of attorney to sign in Executive’s name and on Executive’s behalf any such documentation as may be required to be executed solely for the limited purposes of effectuating such resignations.”
35.	The initial paragraph of Section 6 is hereby deleted in its entirety and replaced with the following:

“RESTRICTIVE COVENANTS. By virtue of Executive’s employment with the Company, Executive acknowledges that, during the period of his employment with the Company, he shall have access to the Company’s Confidential Information (as defined below), will meet and develop relationships with the Company’s potential and existing suppliers, financing sources, clients, customers and employees, and will receive specialized training in, and knowledge of, the mortgage lending business.”

36. The first sentence of Section 6(a) is hereby deleted in its entirety and replaced with the following:

“Noncompetition. Executive agrees that during the period of his employment with the Company and for the twelve (12) month period immediately following termination of such employment for any reason, Executive shall not, anywhere in the United States, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, shareholder of a closely held corporation or shareholder in excess of five (5%) percent of a publicly traded corporation, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with (i) the mortgage lending business of the Company or its subsidiaries (including, but not limited to, the business of originating, servicing or owning residential mortgages and related assets), provided that nothing herein shall prohibit Executive from personal investment in residential mortgages and related assets or (ii) any other business (A) in which the Company or its subsidiaries is engaged at the time of Executive’s termination of employment, or which is part of the Company’s Developing Business and (B) in which Executive learns Confidential Information or meets and develops relationships with potential and existing suppliers, financing sources, clients, customers and employees or in which Executive receives specialized training or knowledge.”

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37.	The caption of Section 6(b) is hereby modified to read as follows: “Employee Nonsolicitation, No-Hire.”
38.	Section 6(b) is hereby modified by replacing the phrase “following the date of termination of Executive’s employment for any reason” with “following the date of termination of Executive’s employment for any reason or no reason”.
39.	The first sentence of the first paragraph of Section 6(c) is hereby modified by replacing the phrase “during the period of his employment with the Company” with “during the Term”.
40.	The third sentence of the first paragraph of Section 6(c) is hereby modified by replacing the phrase “during the period of Executive’s employment with the Company” with “during the Term”.
41.	The second sentence of the second paragraph of Section 6(c) is hereby deleted in its entirety and replaced with the following:
	“The Company shall be entitled, in connection with its tax planning or other reasons, to terminate Executive’s employment (which termination shall not be considered a termination without Cause or give rise to any severance or post-termination payments or benefits for purposes of this Agreement or otherwise) in connection with an invitation from another affiliate of the Company to accept employment with such affiliate.”
42.	The following shall be added as a new Section 6(d):
	“Customer and Client Noninterference and Nonsolicitation. Executive agrees that during the period of his employment with the Company and for the one (1) year period immediately following the date of termination of Executive’s employment with the Company for any reason or no reason, Executive shall not, directly or indirectly, (i) encourage, persuade, or attempt to encourage or persuade any client or customer of the Company or its subsidiaries, or potential client or customer of the Company or its subsidiaries, in each case, with which or with whom Executive was involved as part of Executive’s job responsibilities during the Executive’s employment with the Company or regarding which or whom Executive learned Confidential Information during Executive’s employment with the Company, to cease or refrain from doing business with or to reduce its current or contemplated level of doing business with the Company or its subsidiaries; or (ii) contact, solicit, or attempt to contact or solicit any client or customer of the Company or its subsidiaries, or potential client or customer of the Company or its subsidiaries, in each case, with which or with whom Executive was involved as part of Executive’s job responsibilities during Executive’s employment with the Company or regarding which or whom Executive learned confidential information during Executive’s employment with the Company, for purposes of soliciting any business in which the Company or its subsidiaries is engaged.”

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43.	The second sentence of the first paragraph of Section 7 is hereby amended by replacing the phrase “during the term of Executive’s employment or thereafter” with the phrase “during the Term or thereafter”.
44.	The second paragraph of Section 7 is hereby amended by adding the following as a new sentence at the end thereof:
	“In addition, Executive agrees that he will not disclose to or use on behalf of the Company any proprietary information of a third party without that party’s consent.”
45.	Section 9(a) is hereby deleted in its entirety and replaced with the following:
	“Notices. Any notices provided hereunder must be in writing and shall be deemed effective upon the earlier of one (1) business day following personal delivery (including personal delivery by facsimile), or the third business day after mailing by first class mail to the recipient at the address indicated below:

To the Company:

Attn: General Counsel
Nationstar Mortgage LLC
350 Highland Drive
Lewisville, Texas 75067
Attention: General Counsel
Facsimile: 469.549.2085

With a copy to:

Attn: General Counsel
FIF HE Holdings LLC
c/o Fortress Investment Group LLC
1345 Avenue of Americas
New York, New York 10105
Attention: Randal A. Nardone
Facsimile: 212.798.6120

With a copy to:

Regina Olshan
Skadden, Arps, Slate, Meagher and Flom LLP
4 Times Square
New York, New York 10036
Fascimile: 917.777.3963

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To Executive:

Robert L. Appel
3416 Centenary
Dallas, Texas 75225
Facsimile: 972.315.6796

or to such other address or to the attention of such other person as the recipient party will have specified by prior written notice to the sending party.”

46.	The second sentence of Section 9(e) is hereby deleted in its entirety.
47.	The following is hereby added as Section 9(l):
	“Specific Performance. Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 6 or Section 7 would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened beach. In recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond or needing to prove the inadequacy of monetary damages, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.”
48.	The following is hereby added as Section 9(m):
	“Section 409A. It is intended that (i) each installment of the payments provided under this Agreement is a separate “payment” for purposes of Section 409A of the Code, and (ii) the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(9)(iii), and 1.409A-1(b)(9)(v). Notwithstanding anything contained to the contrary in this Agreement, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to Executive under Section 5 of this Agreement until Executive would be considered to have incurred a “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company (relating to his employment). Notwithstanding anything to the contrary in this Agreement, if the Company determines (1) that on the date Executive’s employment with the Company terminates or at such other time that the Company determines to be relevant, Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company and (2) that any payments to be provided to Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other

10

	taxes or penalties imposed under Section 409A of the Code, if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six (6) months after the date of Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or, if earlier, the date of Executive’s death. Any payments delayed pursuant to this Section 9(m) shall be made in a lump sum on the first day of the seventh (7th) month following Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)), or, if earlier, the date of Executive’s death. In addition, to the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which Executive participates during the Term or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (x) the amount eligible for reimbursement or payment under such plan or arrangement in one (1) calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), and (y) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred.”
49.	The second sentence of Section 10 is hereby deleted in its entirety.
50.	This amendment shall be governed by and construed under the laws of the State of Texas without giving effect to principles of conflicts of law of such state.
51.	Except as modified by this Amendment, the Agreement is hereby confirmed in all respects.

       IN WITNESS WHEREOF, the Parties have caused this Amendment to the Employment Agreement to be executed and delivered as of the date first written above, to be effective immediately.

NATIONSTAR MORTGAGE LLC
By:	/s/ Anthony H. Barone
	Name:	Anthony H. Barone
	Title:	President & CEO
EXECUTIVE
/s/ Robert L. Appel
Robert L. Appel

EX-10.7

Exhibit 10.7

NATIONSTAR MORTGAGE LLC
EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 19 day of Feb, 2009 by and between NATIONSTAR MORTGAGE LLC, a Delaware limited liability company (the “Company”) and DOUGLAS KRUEGER, an individual presently residing at 1452 Lost Hollow Ct, Chesterfield MO 63005 (“Executive”).

WITNESSETH:

     NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein contained, together with other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

     1. SERVICES AND DUTIES. The Company hereby employs Executive, and Executive hereby accepts employment by the Company in the capacity of its Executive Vice President, Secondary Marketing. Executive will report directly to the Company’s Executive Vice President and Chief Financial Officer or his delegate (the “Manager”). The principal location of Executive’s employment shall be at the Company’s executive office located in Lewisville, Texas, or such other location determined by the Fortress entity identified in the organizational documents of FIF HE Holdings LLC (the “Managing Member”), in its sole discretion, that is within a fifty (50) mile radius of the Company’s current location at 350 Highland Drive, Lewisville Texas 75067, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. Executive shall be a full-time employee of the Company and shall dedicate all of Executive’s working time to the Company and shall have no other employment and no other business ventures which are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive will have such duties, responsibilities and authority as are prescribed by the Manager from time to time, together with such additional duties as may be assigned to Executive from time to time by the Manager. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) engaging in personal investment activities for himself and his family that do not give rise to any conflict of interests with the Company or its affiliates, (ii) subject to prior approval of the Company and the Managing Member, acting as a director or in a similar role for an entity unrelated to the Company if such role does not give rise to any conflict of interests with the Company or its affiliates and (iii) engaging in charitable and civic activities, in each case provided that such activities do not interfere with the performance of his duties hereunder.

     2. TERM. Executive’s employment under the terms and conditions of this Agreement will commence on the date of hire (the “Effective Date”). The term of this Agreement shall be for a period of one (1) year (the “Initial Term”) beginning on the Effective Date, subject to earlier termination pursuant to Section 5 herein. The Term of this Agreement will be automatically renewed and extended up to one (1) time, for a period of one year (each a “Renewal Term”) unless either party gives the other notice that this Agreement will not be renewed at least thirty (30) days prior to the end of the Initial Term or, in the case of the second Renewal Term, of the first Renewal Term. The Renewal Term will continue to be subject to the provisions for termination set forth herein. The Initial Term and each Renewal term are hereinafter collectively referred to as the “Term.”

     Notwithstanding anything to the contrary herein, in the event of any termination of this Agreement (other than termination pursuant to the immediately following sentence), Executive shall nevertheless continue to be bound by the terms and conditions set forth in Sections 6 and 7 hereof, which provisions, along with Sections 8 and 9 hereof, shall survive any such termination of this Agreement and any termination of Executive’s employment with the Company.

     For a period of one year following any termination of Executive’s employment with the Company, Executive agrees to reasonably assist and cooperate with the Company and its affiliates and their respective agents, officers, directors and employees with respect to the operations of the Company (and its successors and assigns) (i) on matters relating to the tasks for which Executive was responsible, or about which Executive had knowledge, before cessation of employment or which may otherwise be within the knowledge of Executive and (ii) exclusively in connection with any existing or future disputes, litigation or investigations of any nature brought by, against, or otherwise involving the Company or its affiliates in which the Company deems Executive’s cooperation necessary, not to exceed 24 hours per month (or such other amount of time as agreed to by the parties). The Company will pay Executive a consulting fee of $120.19 per hour and will also reimburse Executive for reasonable out of pocket expenses incurred in connection therewith, in accordance with Company policy.

     3. COMPENSATION.

          (a) Base Salary. In consideration of Executive’s full and faithful satisfaction of Executive’s duties under this Agreement, the Company agrees to pay to Executive a base salary at the amount of $250,000 per annum (the “Base Salary”), payable in accordance with the Company’s then effective payroll practices and in such installments as the Company pays its similarly situated employees (but not less frequently than each calendar month), subject to usual and customary deductions for withholding taxes and similar charges, and customary employee contributions to health, welfare and retirement programs in which Executive is enrolled. The Base Salary shall be reviewed on an annual basis in accordance with Executive’s annual performance evaluation and adjusted at the Company’s sole discretion; provided, however, that in no event shall the Base Salary be reduced without Executive’s approval.

          (b) Sign-On Bonus. Executive will be paid a Sign On Bonus in the amount of $50,000 to be paid as soon as administratively possible following the Executive’s date of hire. In addition, $50,000 of the 2009 fiscal year bonus guarantee Section 3(d)(i) will be paid as soon as administratively possible following Executive’s date of hire.

          (c) LTIP Sign-On. Executive will be given a Long Term Incentive Plan (“LTIP”) Award in the amount of $100,000. All LTIP awards are subject to three year cliff vesting.

          (d) Bonus Compensation. In addition to the Base Salary payable pursuant to Section 3(a) above, Executive will also be eligible to receive in respect of each fiscal year of the Company a cash bonus as follows:

     (i) For the fiscal year ending on December 31, 2009, Executive will be entitled to a minimum bonus in an amount not less than $225,000. $50,000 of the $225,000 is paid in the form of a Sign-On Bonus in Section 3(b).

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     (ii) For the fiscal year ending on December 31, 2010, Executive will be entitled to a minimum bonus of $200,000.

     (iii) For the fiscal years ending after December 31, 2010, an amount determined by the senior management of the Company and by the Managing Member in their sole discretion and based upon individual and Company performance and targets determined by the senior management of the Company and by the Managing Member at the beginning of each such fiscal year. Executive’s maximum annual cash bonus opportunity will be 150% of your annual base salary.

     (iv) For the fiscal years ending December 31, 2009 and 2010 you will receive Long Term Incentive Plan Awards of $125,000.

     Such bonus will be paid as soon as practicable after the Company’s financial results for such fiscal year have been determined, but in no event later than two (2) months after the end of such fiscal year, and shall be payable only if Executive is employed by the Company on the last day of the fiscal year in respect of which such bonus is awarded and has not notified the Company of his intent to resign.

          (e) Withholding. All taxable compensation payable to Executive by the Company shall be subject to customary withholding taxes and such other employment taxes as are required under Federal law or the law of any state or by any governmental body to be collected with respect to compensation paid to an employee.

     4. BENEFITS AND PERQUISITES.

          (a) Retirement and Welfare Benefits. During the Term, Executive shall be entitled to the usual benefits offered to the Company’s senior management, including vacation, sick time, and the ability to participate in the Company’s medical, dental, life insurance, disability and other welfare programs, and 401(k) retirement savings plan, subject to and in accordance with the applicable limitations and requirements imposed by the terms of the documents governing such benefits, as from time to time in effect. Nothing, however, shall require the Company to maintain any benefit, plan or arrangement or provide any type or level of benefits to the Company’s employees, including Executive. During the Term, Executive shall be entitled to not less than three (3) weeks paid vacation.

          (b) Reimbursement of Expenses. The Company shall reimburse Executive for any expenses reasonably incurred by Executive for business purposes in furtherance of Executive’s duties hereunder, including travel, meals and accommodations, upon submission by Executive of vouchers or receipts and in compliance with such rules and policies relating thereto as the Company may from time to time adopt.

     5. TERMINATION. Executive’s employment pursuant to this Agreement shall be terminated on the earliest of (i) the date on which the Manager, the Company or the Managing Member delivers written notice that Executive is being terminated for Disability, and (ii) the date of Executive’s death. In addition, Executive’s employment with the Company may be terminated (w) by the Company for Cause, effective on the date on which a written notice to such effect is delivered to Executive; (x) by the Company at any time without Cause, effective on the date on which a written notice to such effect is delivered to Executive; (y) by Executive for “Good Reason”, effective on the date on which a written notice to such effect

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is delivered to the Company; or (z) by Executive at any time, effective on the date on which a written notice to such effect is delivered to the Company.

     (a) For Cause Termination. If Executive’s employment with the Company is terminated by the Company for Cause, Executive shall not be entitled to any further compensation or benefits other than Accrued Benefits. If the definition of “Cause” set forth below conflicts with such definition in any incentive plan or equity plan or agreement of the Company or any of its affiliates, the definition set forth herein shall control.

     (b) Termination by Company without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company other than for Cause or is terminated by Executive for Good Reason prior to the end of the Term hereof, then Executive shall be entitled to, upon Executive’s providing the Company with a signed release of claims in a form adopted by the Managing Member from time to time, which shall contain customary terms and conditions, and subject to Executive’s continued compliance with the provisions of Sections 6 and 7 hereof: (i) the Accrued Benefits, (ii) an amount equal to the remaining sum of the Executive Base Salary and Guaranteed Bonus following for the first two years employment, and (iii) continuation of Executive’s coverage under the Company’s medical plan until the earlier of (A) the period of time it takes Executive to become eligible for the medical benefits program of a new employer (subject to Section 6(a) hereof) or (B) six (6) months from the date of such termination. Notwithstanding the foregoing, Executive’s entitlement to the Accrued Benefits shall not be subject to Executive’s provision of the release hereunder.

     (c) Resignation, Death or Disability. If Executive’s employment with the Company terminates due to Executive’s resignation, then Executive shall be entitled to the Accrued Benefits. If Executive’s employment is terminated by reason of Executive’s death or Disability prior to the end of the Term, Executive shall not be entitled to receive any further compensation or benefits under this Agreement or otherwise other than the Accrued Benefits. During any period that Executive fails to perform his duties hereunder as a result of disability or incapacity, Executive shall continue to receive his Base Salary and all other benefits and all other compensation pursuant to this Agreement unless and until his employment is terminated pursuant to this Section 5.

     (d) Payments in Lieu of Other Severance Rights. The payments provided in subsections (a), (b) and (c) of this Section 5 shall be made in lieu of any other severance payments under any severance agreement, plan, program or arrangement of the Company.

     (e) Manner of Payment. Unless Executive breaches one of the restrictive covenants contained in Sections 6 and 7 of this Agreement, the payments described in clause (b) of this Section 5 shall be paid over a period of the remaining term and ending 24 months from the Effective Date. Notwithstanding anything herein to the contrary, (1) the payment of any amounts hereunder (including benefits continuation) shall cease on the date on which Executive breaches any of the restrictive covenants contained in Sections 6 and 7 of this Agreement, and (2) in the event Executive’s employment terminates pursuant to Section 5(b) above within one year following a Change in Control, the amounts described in Section 5(b)(i), (ii) and (iii) shall be payable in a lump sum within 15 days of such termination of employment.

     (f) No Mitigation. Upon termination of his employment, Executive will be under no

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obligation to seek other employment or earn other income in order to remain eligible for the payments and benefits set forth in this Section 5. Not including the repayment of loans made to Executive by the Company or any affiliates thereof, amounts due to Executive under this Agreement will not be subject to offset by the Company for any claims the Company may have against Executive, unless otherwise specifically agreed to in writing by Executive.

     (g) Section 280G. The Company shall take all reasonable action, including taking reasonable steps to obtain applicable approval if necessary, to cause any payments under this Agreement, to qualify for the exemption from the definition of “parachute payment” described in Section 280G(b)(5), to the extent applicable.

     (h) Definitions. For purposes of this Agreement:

     (i) “Accrued Benefits” means collectively the following: (i) any earned but unpaid salary through the last day of employment, (ii) any accrued but unpaid paid time off, (iii) any reimbursable business expenses through the last day of employment, (iv) any vested benefits in accordance with the terms of the Company’s employee benefit plans or programs and (v) any benefit continuation and/or conversion rights in accordance with the terms of the Company’s employee benefit plans or programs.

     (ii) “Cause” means (i) conviction of, guilty plea concerning or confession of any felony, (ii) any act of misappropriation or fraud committed by Executive in connection with the Company’s or its subsidiaries’ business, (iii) any material breach by Executive of this Agreement (iv) any material breach of any reasonable and lawful rule or directive of the Company, the Manager or the Managing Member, (v) the gross or willful neglect of duties or gross misconduct by Executive, or (vi) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Company’s or the Manager’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement.

     (iii) “Change in Control” means (i) any sale or other disposition of all or substantially all of the assets of the Company (including without limitation by way of a merger or consolidation or through the sale of all or substantially all of the stock or equity of its subsidiaries or sale of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole) to another person other than an affiliate of Fortress Investment Group LLC if, immediately after giving effect thereto, any person (or group of persons acting in concert) other than the persons owning a majority of the voting power of the Company prior to such sale (together with their affiliates) will have the power to elect a majority of the members of the board of directors (or other similar governing body) of the purchaser or surviving corporation; (ii) any change in the ownership of the capital stock or equity of the Company if, immediately after giving effect thereto, the persons owning a majority of the voting power of the company prior to such change (together with their affiliates) shall own, in the aggregate, less than 50% of the equity interests of the Company; or (iii) a liquidation of the Company.

     (iv) “Good Reason” means any one or more of the following: (A) a reduction in Executive’s Base Salary, (B) any relocation of Executive more than fifty (50) miles from 350 Highland Drive, Lewisville, Texas 75067, (C) any material breach by the Company of this

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Agreement or any other material agreement to which the Company and Executive are parties, after written notice thereof from Executive is given in writing and such breach is not cured within 30 days after such notice, or (D) notice by the Company that the term of the Agreement shall not be renewed pursuant to Section 2.

     (v) “Disability” means, as determined by the Company or the Managing Member in good faith, Executive’s inability, due to disability or incapacity, to perform all of his duties hereunder on a full-time basis (i) for periods aggregating 90 days, whether or not continuous, in any continuous period of 365 days or, (ii) where Executive’s absence is adversely affecting the performance of the Company in a significant manner for periods greater than 30 days and Executive does not resume his duties on a full-time basis within 10 days of receipt of written notice of the Company’s or the Managing Member’s determination under this clause (ii).

     (i) Resignation as Officer or Director. Upon the termination of employment for any reason, Executive shall resign each position (if any) that he then holds as an officer or director of the Company and any of its subsidiaries.

     6. RESTRICTIVE COVENANTS. Executive acknowledges that during the period of his employment with the Company he shall have access to the Company’s Confidential Information (as defined below) and will meet and develop relationships with the Company’s potential and existing suppliers, financing sources, clients, customers and employees.

          (a) Noncompetition. Executive agrees that during the period of his employment with the Company and for the six (6) month period immediately following Executive’s resignation with Good Reason, or for any other reason, Executive shall not directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, shareholder of a closely held corporation or shareholder in excess of five (5%) percent of a publicly traded corporation, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the mortgage lending business of the Company or its subsidiaries or of any other business in which the Company or its subsidiaries is engaged at the time of Executive’s termination of employment, or which is part of the Company’s Developing Business, within states in which the Company is engaged in such business or Developing Business. For purposes of the foregoing, “Developing Business” shall mean the new business concepts and services the Company has developed and is in the process of developing during Executive’s employment with the Company. Executive further covenants and agrees that this restrictive covenant is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company and its respective affiliates, imposes no undue hardship on Executive, is not injurious to the public, and that any violation of this restrictive covenant shall be specifically enforceable in any court with jurisdiction upon short notice.

     (b) Solicitation of Employees, Etc. Executive agrees that during the period of his employment with the Company and for the one (1) year period immediately following the date of termination of Executive’s employment with the Company for any reason, Executive shall not, directly or indirectly, (i) solicit or induce any officer, director, employee, agent or consultant of the Company or any of its successors, assigns, subsidiaries or affiliates to terminate his, her or its employment or other relationship with the Company or its successors, assigns, subsidiaries or affiliates, or otherwise encourage any such person or entity to leave or sever his, her or its employment or other relationship

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with the Company or its successors, assigns, subsidiaries or affiliates, for any other reason or (ii) hire any individual who left the employ of the Company or any of its affiliates during the immediately preceding one-year period.

     (c) Disparaging Comments. Executive agrees that during the period of his employment with the Company and thereafter, Executive shall not make any disparaging or defamatory comments regarding the Company or, after termination of his employment relationship with the Company, make any comments concerning any aspect of the termination of their relationship. The obligations of Executive under this subparagraph shall not apply to disclosures required by applicable law, regulation or order of any court or governmental agency. The Company agrees that during the period of Executive’s employment with the Company and thereafter, the Company shall not make any disparaging or defamatory comments regarding Executive or, after termination of his employment relationship with the Company, make any comments concerning any aspect of the termination of their relationship. The obligations of the Company under this subparagraph shall not apply to disclosures required by applicable law, regulation or order of any court or governmental agency.

     Nothing contained in this Section 6 shall limit any common law or statutory obligation that Executive may have to the Company or any of its affiliates. For purposes of this Section 6 and Section 7, the “Company” refers to the Company and any incorporated or unincorporated affiliates of the Company, including any entity which becomes Executive’s employer as a result of any reorganization or restructuring of the Company for any reason. The Company shall be entitled, in connection with its tax planning or other reasons, to terminate Executive’s employment (which termination shall not be considered a termination without Cause for purposes of this Agreement or otherwise) in connection with an invitation from another affiliate of the Company to accept employment with such affiliate in which case the terms and conditions hereof shall apply to Executive’s employment relationship with such entity mutatis mutandis.

     7. CONFIDENTIALITY. All books of account, records, systems, correspondence, documents, and any and all other data, in whatever form, concerning or containing any reference to the works and business of the Company or its affiliated companies shall belong to the Company and shall be given up to the Company whenever the Company requires Executive to do so. Executive agrees that Executive shall not at any time during the term of Executive’s employment or thereafter, without the Company’s prior written consent, disclose to any person (individual or entity) any information or any trade secrets, plans or other information or data, in whatever form, (including, without limitation, (i) any financing strategies and practices, pricing information and methods, training and operational procedures, advertising, marketing, and sales information or methodologies or financial information and (ii) any Proprietary Information (as defined below)), concerning the Company’s or any of its affiliated companies’ or customers’ practices, businesses, procedures, systems, plans or policies (collectively, “Confidential Information”), nor shall Executive utilize any such Confidential Information in any way or communicate with or contact any such customer other than in connection with Executive’s employment by the Company. Executive hereby confirms that all Confidential Information constitutes the Company’s exclusive property, and that all of the restrictions on Executive’s activities contained in this Agreement and such other nondisclosure policies of the Company are required for the Company’s reasonable protection. Confidential Information shall not include any information that has otherwise been disclosed to the public not in violation of this Agreement. This confidentiality provisions shall survive the termination of this Agreement and shall not be limited by any other confidentiality agreements entered into with the Company or any of its affiliates.

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     Executive agrees that he shall promptly disclose to the Company in writing all information and inventions generated, conceived or first reduced to practice by him alone or in conjunction with others, during or after working hours, while in the employ of the Company (all of which is collectively referred to in this Agreement as “Proprietary Information”); provided, however, that such Proprietary Information shall not include (i) any information that has otherwise been disclosed to the public not in violation of this Agreement and (ii) general business knowledge and work skills of Executive, even if developed or improved by Executive while in the employ of the Company. All such Proprietary Information shall be the exclusive property of the Company and is hereby assigned by Executive to the Company. Executive’s obligation relative to the disclosure to the Company of such Proprietary Information anticipated in this Section 7 shall continue beyond Executive’s termination of employment and Executive shall, at the Company’s expense, give the Company all assistance it reasonably requires to perfect, protect and use its right to the Proprietary Information.

     8. ASSIGNMENT. This Agreement, and all of the terms and conditions hereof, shall bind the Company and its successors and assigns and shall bind Executive and Executive’s heirs, executors and administrators. No transfer or assignment of this Agreement shall release the Company from any obligation to Executive hereunder. Neither this Agreement, nor any of the Company’s rights or obligations hereunder, may be assigned or otherwise subject to hypothecation by Executive. The Company may assign the rights and obligations of the Company hereunder, in whole or in part, to any of the Company’s subsidiaries, affiliates or parent corporations, or to any other successor or assign in connection with the sale of all or substantially all of the Company’s assets or stock or in connection with any merger, acquisition and/or reorganization, provided the assignee assumes the obligations of the Company hereunder.

     9. GENERAL.

     (a) Notices. Any notices provided hereunder must be in writing and shall be deemed effective upon the earlier of one business day following personal delivery (including personal delivery by telecopy or telex), or the third business day after mailing by first class mail to the recipient at the address indicated below:

To the Company:

Nationstar Mortgage LLC
350 Highland Drive
Lewisville, Texas 75067
Attention: General Counsel

To Executive:

Douglas Krueger
1452 Lost Hollow Ct.
Chesterfield, MO 63005

or to such other address or to the attention of such other person as the recipient party will have specified by prior written notice to the sending party.

     (b) Severability. Any provision of this Agreement which is deemed invalid, illegal or

8

unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this paragraph be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provisions of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable because its scope is considered excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable.

     (c) Entire Agreement. This document constitutes the final, complete, and exclusive embodiment of the entire agreement and understanding between the parties related to the subject matter hereof and supersedes and preempts any prior or contemporaneous understandings, agreements, or representations by or between the parties, written or oral.

     (d) Counterparts. This Agreement may be executed on separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same agreement.

     (e) Amendments. No amendments or other modifications to this Agreement may be made except by a writing signed by all parties. No amendment or waiver of this Agreement requires the consent of any individual, partnership, corporation or other entity not a party to this Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any third person any rights or remedies under or by reason of this Agreement.

     (f) Choice of Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws of the State of Texas without giving effect to principles of conflicts of law of such state.

     (g) Survivorship. The provisions of this Agreement necessary to carry out the intention of the parties as expressed herein shall survive the termination or expiration of this Agreement.

     (h) Waiver. The waiver by either party of the other party’s prompt and complete performance, or breach or violation, of any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation, and the failure by any party hereto to exercise any right or remedy which it may possess hereunder shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation. No waiver shall be deemed to have occurred unless set forth in a writing executed by or on behalf of the waiving party. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

     (i) Captions. The captions of this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision hereof.

     (j) Construction. The parties acknowledge that this Agreement is the result of arm’s length negotiations between sophisticated parties each afforded representation by legal counsel. Each and every provision of this Agreement shall be construed as though both parties participated equally in

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the drafting of the same, and any rule of construction that a document shall be construed against the drafting party shall not be applicable to this Agreement.

     (k) Arbitration. Except as necessary for the Company and its subsidiaries, affiliates, successors or assigns or Executive to specifically enforce or enjoin a breach of this Agreement (to the extent such remedies are otherwise available), the parties agree that any and all disputes that may arise in connection with, arising out of or relating to this Agreement, or any dispute that relates in any way, in whole or in part, to Executive’s services on behalf of the Company or any subsidiary, the termination of such services or any other dispute by and between the parties or their subsidiaries, affiliates, successors or assigns, shall be submitted to binding arbitration in Dallas, Texas according to the National Employment Dispute Resolution Rules and procedures of the American Arbitration Association. The parties agree that the prevailing party in any such dispute shall be entitled to reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which he or it may be entitled. This arbitration obligation extends to any and all claims that may arise by and between the parties or their subsidiaries, affiliates, successors or assigns, and expressly extends to, without limitation, claims or causes of action for wrongful termination, impairment of ability to compete in the open labor market, breach of an express or implied contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and claims under the United States Constitution, and applicable state and federal fair employment laws, federal and state equal employment opportunity laws, and federal and state labor statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Fair Labor Standards Act, as amended, the Americans With Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Age Discrimination in Employment Act of 1967, as amended, and any other state or federal law.

     10. EXECUTIVE REPRESENTATION AND ACCEPTANCE. By signing this Agreement, Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound, (b) Executive is not a party to or bound by any employment agreement, noncompetition agreement or confidentiality agreement with any other person or entity that would interfere with the execution, delivery or performance of this Agreement by Executive, and (c) upon the closing of the acquisition of the Company by FIF HE Holdings LLC, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive agrees that he will not disclose to or use on behalf of the Company any proprietary information of a third party without that party’s consent.

     11. COMPANY REPRESENTATION AND ACCEPTANCE. By signing this Agreement, Company hereby represents and warrants to Executive that (a) the Company has all required power and authority to enter into, deliver, and perform its obligations under this Agreement, (b) the execution, delivery and performance of this Agreement by the Company have been duly authorized by all necessary action on the part of the Company and does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Company is a party or by which the Company is bound, and (c) upon the closing of the acquisition of the Company by FIF HE Holdings LLC, this Agreement will be the valid and binding obligation of Company, enforceable in accordance with its terms.

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     12. EFFECTIVENESS. This agreement shall become effective as of the Effective Date, it being understood that the Executive shall have no rights hereunder and the Company shall have no duties or obligations hereunder until this Agreement shall become effective; provided, however, that this Agreement is a binding obligation which cannot be revoked or terminated by either party except as provided herein.

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     IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND THEREOF, the parties hereto have executed and delivered this Agreement as of the year and date first above written.

COMPANY
By:	/s/ Mark S. O’Brien Signature
	Mark S. O’Brien
	Print Name
	Title: EVP
	Dated: 2/19/09
EXECUTIVE
By:	/s/ Douglas R. Krueger Signature
	Douglas R. Krueger
	Print Name
	Title: EVP-Secondary Marketing
	Dated: 2/19/09

EX-10.8

Exhibit 10.8

EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 17^th day of September, 2010 (the “Effective Date”) by and between Nationstar Mortgage LLC, a Delaware limited liability company (the “Company”), and ANTHONY H. BARONE (“Executive”).

W I T N E S S E T H:

     WHEREAS, Centex Home Equity Company, LLC and Executive previously entered into an employment agreement dated March 30, 2006 and amended effective as of January 1, 2008 (the “Original Agreement”), pursuant to which Executive serves as chief executive officer of the Company; and

     WHEREAS, the Company and Executive mutually desire to amend and restate the Original Agreement in its entirety, pursuant to the terms and conditions set forth in this Agreement, effective as of the Effective Date.

     NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein contained, together with other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

     1. SERVICES AND DUTIES. The Company hereby continues to employ Executive, and Executive hereby accepts such continued employment by the Company, in the capacity of its chief executive officer. The principal location of Executive’s employment shall be at the Company’s executive office located in Lewisville, Texas, or such other location determined by FIF HE Holdings LLC (the “Managing Member”), in its sole discretion, that is within a fifty (50) mile radius of the Company’s current location at 350 Highland Drive, Lewisville, Texas 75067, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. Executive shall be a full-time employee of the Company and shall dedicate all of Executive’s working time to the Company and shall have no other employment and no other business ventures which are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive will have such duties, responsibilities and authority as are prescribed by the Managing Member from time to time and normally associated with Executive’s position at a financial services firm, together with such additional duties, commensurate with Executive’s position, as may be assigned to Executive from time to time by the Managing Member. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject to the prior written approval of the Managing Member, acting as a director or in a similar role for an entity unrelated to the Company if such role does not give rise to any conflict of interests with the Company or its affiliates; (ii) upon providing prior written notice to the Managing Member, (A) creating or forming an investment vehicle or similar entity to engage in personal investment activities on behalf of himself or his family that does not give rise to any conflict of interests with the Company or its affiliates or (B) serving on a board of directors (or similar body) of a charitable or civic organization or enterprise; and (iii) except as provided in subsection (ii)(A) of this Section 1, engaging in personal investment activities for himself and his family that do not give rise to any conflict of interests with the Company or its affiliates;

provided, that in each case such activities do not, either individually or in the aggregate, interfere with the performance of his duties hereunder.

     2. TERM. Executive’s employment under the terms and conditions of this Agreement will commence on the Effective Date and shall end on September 17, 2011 (the “Term”), subject to earlier termination pursuant to Section 5 hereof.

          Notwithstanding anything to the contrary herein, in the event of any termination of this Agreement, Executive shall nevertheless continue to be bound by the cooperation provisions in the immediately following paragraph and the terms and conditions set forth in Sections 6 and 7 hereof, which provisions, along with Sections 8 and 9 hereof, shall survive any such termination of this Agreement and any termination of Executive’s employment with the Company.

          Following any termination of Executive’s employment with the Company, at the reasonable request of the Company, Executive agrees to assist and cooperate with the Company and its affiliates and their respective agents, officers, directors and employees with respect to the operations of the Company (and its successors and assigns) (i) on matters relating to the tasks for which Executive was responsible, or about which Executive had knowledge, before cessation of employment or which may otherwise be within the knowledge of Executive and (ii) exclusively in connection with any existing or future disputes, litigation or investigations of any nature brought by, against, or otherwise involving the Company or its affiliates in which the Company deems Executive’s cooperation necessary, not to exceed 24 hours per month (or such other amount of time as agreed to by the parties), provided that such cooperation does not unreasonably interfere with Executive’s other commitments. The Company will pay Executive a consulting fee of $750 per hour and will also reimburse Executive for reasonable out of pocket expenses incurred in connection therewith, in accordance with Company policy as in effect from time to time.

     3. COMPENSATION.

          (a) Base Salary. In consideration of Executive’s full and faithful satisfaction of Executive’s duties under this Agreement, the Company agrees to pay to Executive a base salary during the Term in the amount of $424,500 per annum (the base salary in effect from time to time, the “Base Salary”), payable in accordance with the Company’s then effective payroll practices and in such installments as the Company pays its similarly situated employees (but not less frequently than each calendar month), subject to usual and customary deductions for withholding taxes and similar charges, and customary employee contributions to health, welfare and retirement programs in which Executive is enrolled. The Base Salary shall be reviewed on an annual basis in accordance with Executive’s annual performance evaluation and increased in any amount agreed to by Executive and the Managing Member; provided, however, in no event shall the Base Salary be reduced without Executive’s approval.

          (b) Bonus Compensation. In addition to the Base Salary payable pursuant to Section 3(a) above, Executive will also be eligible to participate in the Nationstar Mortgage LLC Annual Incentive Compensation Plan (the “Bonus Plan”) and any bonus provided to Executive

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under the Bonus Plan shall be subject to all of the terms and conditions thereof.

          (c) Withholding. All taxable compensation payable to Executive by the Company shall be subject to customary withholding taxes and such other employment taxes as are required under Federal law or the law of any state or by any governmental body to be collected with respect to compensation paid to an employee.

     4. BENEFITS AND PERQUISITES.

          (a) Retirement and Welfare Benefits. During the Term, Executive shall be entitled to all the usual benefits offered to the Company’s senior management, including vacation, sick time, and the ability to participate in the Company’s medical, dental, life insurance, disability and other welfare programs, and 401(k) retirement savings plan, subject to and in accordance with the applicable limitations and requirements imposed by the terms of the documents governing such benefits, as from time to time in effect. Nothing, however, shall require the Company to maintain any benefit, plan or arrangement or provide any type or level of benefits to the Company’s employees, including Executive. During the Term, Executive shall be entitled to not less than four (4) weeks paid vacation, in accordance with the Company’s policies as in effect from time to time.

          (b) Reimbursement of Expenses. The Company shall reimburse Executive for any expenses reasonably incurred by Executive during the Term for business purposes in furtherance of Executive’s duties hereunder, including travel, meals and accommodations, upon submission by Executive of vouchers or receipts and in compliance with such rules and policies relating thereto as the Company may from time to time adopt.

          (c) Company Equity. For good and valuable consideration, Executive hereby sells, assigns and transfers to the Managing Member all of his right, title and interest in and to all of his unvested Class A Series 1 Units and unvested Series 2 Class A Units, free and clear of all liens, claims and encumbrances, other than the restrictions on transfer and other encumbrances that are contained in the FIF HE Holdings LLC Fifth Amended and Restated Limited Liability Company Agreement, dated as of September 17, 2010.

          (d) Director and Officer Insurance. The Company shall, at all times during and for six (6) years following the end of the Term, continue to provide Executive with directors and officers insurance, in an amount customary for corporations similar in size and value to the Company and engaged in business activities similar to the business activities of the Company. Such insurance shall be obtained from an insurance company with not less than an A+ rating, licensed to engage in business in the state of Texas. Subject to the foregoing, such insurance shall not be cancelled or not renewed without comparable replacement insurance being provided. The Company further agrees to indemnify and defend Executive to the fullest extent permitted by applicable law, other than in respect of any loss, damage or claim incurred by Executive by reason of Executive’s gross negligence or willful misconduct.

     5. TERMINATION. The Term and Executive’s employment hereunder may be terminated by either party at any time and for any reason; provided, that Executive shall provide the Company at least thirty (30) days’ advance written notice of any resignation of employment.

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Notwithstanding any other provision of this Agreement, the provisions of this Section 5 shall exclusively govern Executive’s rights upon termination of employment with the Company. Any purported termination of employment by the Company or by Executive (other than due to Executive’s death) shall be communicated by a written Notice of Termination to the other party in accordance with the procedures set forth in Section 9(a) hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which indicates the specific termination provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide the basis for termination of employment under the provision so indicated.

          (a) For Cause Termination. If Executive’s employment hereunder is terminated by the Company for Cause, Executive shall not be entitled to any further compensation or benefits other than the Accrued Benefits. If the definition of “Cause” set forth below conflicts with such definition in any other plan or agreement of the Company or any of its affiliates, the definition set forth herein shall control.

          (b) Termination by Company without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company other than for Cause (excluding death or Disability) or is terminated by Executive for Good Reason, in each case prior to the end of the Term, then Executive shall be entitled to (i) the Accrued Benefits and (ii) subject to Executive’s execution and non-revocation of a separation agreement and release of claims acceptable to the Managing Member (the “Release”), (A) an amount equal to eighteen (18) months Base Salary payable in the same manner as provided under Section 3(a), (B) an amount equal to 150% of the average of Executive’s annual cash bonus payable to Executive for the three (3) most recently completed fiscal years ending prior to the date of termination, and (C) continuation of Executive’s coverage under the Company’s medical plan (the “Medical Plan”) until the earlier of (1) the period of time it takes Executive to become eligible for the medical benefits program of a new employer (subject to Section 6(a) hereof) and (2) twelve (12) months following the date of such termination; provided, however, that to the extent such continuation of coverage is not permitted under the terms of the Medical Plan, Executive shall be entitled, for the period set forth under clause (1) or (2) of this subsection (C), as applicable, to receive COBRA continuation coverage under the Medical Plan at a cost to Executive which is not greater than the premiums paid by the Company’s active employees for comparable coverage under the Medical Plan.

          (c) Resignation, Death or Disability. If Executive’s employment with the Company terminates due to Executive’s resignation during the Term, then Executive shall be entitled to (i) the Accrued Benefits and (ii) subject to Executive’s execution and non-revocation of the Release, (A) an amount equal to six (6) months Base Salary payable in the same manner as provided under Paragraph 3(a), and (B) an amount equal to 50% of the average of Executive’s annual cash bonus payable to Executive for the three (3) most recently completed fiscal years ending prior to the date of termination. If Executive’s employment is terminated by reason of Executive’s death or Disability prior to the end of the Term, Executive shall not be entitled to receive any further compensation or benefits under this Agreement or otherwise other than the Accrued Benefits.

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          (d) Expiration of Term. For the avoidance of doubt, upon the expiration of the Term, the parties’ obligations hereunder, other than with respect to the provisions set forth in Sections 6, 7, 8 and 9 hereof, shall expire. Following the expiration of the Term, Executive shall continue as an “at-will” employee of the Company and no payments under this Section 5 shall be due upon any subsequent termination of employment.

          (e) Payments in Lieu of Other Severance Rights. The payments provided in subsections (a), (b) and (c) of this Section 5 shall be made in lieu of any other severance payments under any severance agreement, plan, program or arrangement of the Company, and nothing additional shall be owed to Executive except as explicitly set forth in this Section 5.

          (f) Manner of Payment. The Accrued Benefits shall be paid no later than ten (10) business days following the date of termination. Unless Executive breaches the cooperation obligations set forth in Section 2 of this Agreement or one of the restrictive covenants contained in Sections 6 and 7 of this Agreement, the payments described in subsection (b) and (c) of this Section 5 (other than the Accrued Benefits) shall be paid over a period of twelve (12) months, commencing on the sixtieth (60^th) day following the date of termination; provided that the Release is executed and not revoked prior to such date. Notwithstanding anything herein to the contrary, (A) the payment of any amounts hereunder (including benefits continuation) shall cease on the date on which Executive breaches any of the restrictive covenants contained in Sections 6 and 7 of this Agreement or the cooperation obligations set forth in Section 2, and (B) in the event Executive’s employment terminates pursuant to Section 5(b) above within one (1) year following a Change in Control, the amount described in Section 5(b)(ii) shall be payable in a lump sum on the sixtieth (60^th) day following the date of termination; provided that the Release is executed and not revoked prior to such date.

          (g) No Mitigation. Upon termination of his employment, Executive will be under no obligation to seek other employment or earn other income in order to remain eligible for the payments and benefits set forth in this Section 5.

          (h) Section 280G. In the event that any amount or benefit that may be paid or otherwise provided (including the acceleration of vesting or exercisability of any equity-based awards held by Executive) to or in respect of Executive, by or on behalf of the Company or any affiliate, whether pursuant to this Agreement or otherwise (collectively, the “Payments”), could reasonably be expected to result in the imposition of the tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor provision or any comparable provision of state, local or foreign law) (the “Excise Tax”), the Company shall, if applicable at the time such Excise Tax is imposed, endeavor in good faith to obtain shareholder approval of the Payments, so that upon such shareholder approval, the Payments shall not be subject to the Excise Tax; provided, that no such payments shall be made if such shareholder approval is not obtained. Failure to obtain such shareholder approval shall not constitute a breach of this Agreement or result in any additional payments to be made to Executive.

          (i) Definitions. For purposes of this Agreement:

     (i) “Accrued Benefits” means collectively the following: (i) any earned but unpaid salary through the last day of employment, (ii) any accrued but

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unpaid paid time off, (iii) any reimbursable business expenses through the last day of employment, (iv) any vested benefits in accordance with the terms of the Company’s employee benefit plans or programs and (v) any benefit continuation and/or conversion rights in accordance with the terms of the Company’s employee benefit plans or programs.

     (ii) “Cause” means (i) conviction of, guilty plea concerning or confession of any felony, (ii) any act of misappropriation or fraud committed by Executive in connection with the Company’s or its subsidiaries’ business, (iii) any material breach by Executive of this Agreement, after written notice thereof from the Managing Member is given in writing and such breach is not cured to the satisfaction of the Managing Member within a reasonable period of time (not greater than 30 days) under the circumstances, (iv) any material breach of any reasonable and lawful rule or directive of the Company or the Managing Member, (v) the gross or willful neglect of duties or gross misconduct by Executive, or (vi) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Managing Member’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement.

     (iii) “Change in Control” means (i) any sale or other disposition of all or substantially all of the assets of the Company (including without limitation by way of a merger or consolidation or through the sale of all or substantially all of the stock or equity of its subsidiaries or sale of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole) to another person other than an affiliate of Fortress Investment Group LLC if, immediately after giving effect thereto, any person (or group of persons acting in concert) other than the persons owning a majority of the voting power of the Company prior to such sale (together with their affiliates) will have the power to elect a majority of the members of the board of directors (or other similar governing body) of the purchaser or surviving corporation; (ii) any change in the ownership of the capital stock or equity of the Company if, immediately after giving effect thereto, the persons owning a majority of the voting power of the company prior to such change (together with their affiliates) shall own, in the aggregate, less than 50% of the equity interests of the Company; or (iii) a liquidation of the Company. Notwithstanding the foregoing, a Change in Control shall be deemed to have occurred under this Agreement only if a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code.

     (iv) “Good Reason” means the occurrence, without the express prior written consent of Executive, of any of the following circumstances, unless, with respect to subsections (A), (B), and (C) hereof, such circumstances are corrected by the Company in all material respects within thirty (30) days following written notification by Executive (which written notice must be delivered within sixty (60) days after the occurrence of such circumstances) that Executive intends to

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terminate Executive’s employment for one of the reasons set forth below: (A) a reduction in the Base Salary, (B) any relocation of Executive’s principal office by more than fifty (50) miles from 350 Highland Drive, Lewisville, Texas 75067, (C) any material breach by the Company of this Agreement or any other material agreement to which the Company and Executive are parties, or (D) notice by the Company that the Term shall not be renewed pursuant to Section 2 hereof. For the avoidance of doubt, Good Reason shall not be deemed to exist as a result of either the execution of this Agreement or any changes to the terms and conditions of Executive’s employment contemplated herein.

     (v) “Disability” means, as determined by the Managing Member in good faith, Executive’s inability, due to disability or incapacity, to perform all of his duties hereunder on a full-time basis (i) for periods aggregating ninety (90) days, whether or not continuous, in any continuous period of 365 days or, (ii) where Executive’s absence is adversely affecting the performance of the Company in a significant manner for periods greater than thirty (30) days and Executive does not resume his duties on a full-time basis within ten (10) days after receipt of written notice of the Managing Member’s determination under this clause (ii).

          (j) Resignation as Officer or Director. Upon a termination of employment for any reason, Executive shall resign each position (if any) that he then holds as an officer or director of the Company and any of its subsidiaries. Executive’s execution of this Agreement shall be deemed the grant by Executive to the officers of the Company of a limited power of attorney to sign in Executive’s name and on Executive’s behalf any such documentation as may be required to be executed solely for the limited purposes of effectuating such resignations.

     6. RESTRICTIVE COVENANTS. By virtue of Executive’s employment with the Company, Executive acknowledges that, during the period of his employment with the Company, he shall have access to the Company’s Confidential Information (as defined below), will meet and develop relationships with the Company’s potential and existing suppliers, financing sources, clients, customers and employees, and will receive specialized training in, and knowledge of, the mortgage lending business.

          (a) Noncompetition. Executive agrees that during the period of his employment with the Company and for the one (1) year period immediately following termination of such employment for any reason or no reason, Executive shall not, anywhere in the United States, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, shareholder of a closely held corporation or shareholder in excess of five (5%) percent of a publicly traded corporation, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with (i) the mortgage lending business of the Company or its subsidiaries (including, but not limited to, the business of originating, servicing or owning residential mortgages and related assets), provided that nothing herein shall prohibit Executive from personal investment in residential mortgages and related assets or (ii) any other business (A) in which the Company or its subsidiaries is engaged at the

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time of Executive’s termination of employment, or which is part of the Company’s Developing Business and (B) in which Executive learns Confidential Information or meets and develops relationships with potential and existing suppliers, financing sources, clients, customers and employees or in which Executive receives specialized training or knowledge. For purposes of the foregoing, “Developing Business” shall mean the new business concepts and services the Company has developed and is in the process of developing during Executive’s employment with the Company. Executive further covenants and agrees that this restrictive covenant is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company and its respective affiliates, imposes no undue hardship on Executive, is not injurious to the public, and that any violation of this restrictive covenant shall be specifically enforceable in any court with jurisdiction upon short notice.

          (b) Customer and Client Noninterference and Nonsolicitation. Executive agrees that during the period of his employment with the Company and for the one (1) year period immediately following the date of termination of Executive’s employment with the Company for any reason or no reason, Executive shall not, directly or indirectly, (i) encourage, persuade, or attempt to encourage or persuade any client or customer of the Company or its subsidiaries, or potential client or customer of the Company or its subsidiaries, in each case, with which or with whom Executive was involved as part of Executive’s job responsibilities during the Executive’s employment with the Company or regarding which or whom Executive learned Confidential Information during Executive’s employment with the Company, to cease or refrain from doing business with or to reduce its current or contemplated level of doing business with the Company or its subsidiaries; or (ii) contact, solicit, or attempt to contact or solicit any client or customer of the Company or its subsidiaries, or potential client or customer of the Company or its subsidiaries, in each case, with which or with whom Executive was involved as part of Executive’s job responsibilities during Executive’s employment with the Company or regarding which or whom Executive learned confidential information during Executive’s employment with the Company, for purposes of soliciting any business in the Company or its subsidiaries is engaged.

          (c) Employee Nonsolicitation, No-Hire. Executive agrees that during the period of his employment with the Company and for the one (1) year period immediately following the date of termination of Executive’s employment with the Company for any reason or no reason, Executive shall not, directly or indirectly, (i) solicit or induce any officer, director, employee, agent or consultant of the Company or any of its successors, assigns, subsidiaries or affiliates to terminate his, her or its employment or other relationship with the Company or its successors, assigns, subsidiaries or affiliates, or otherwise encourage any such person or entity to leave or sever his, her or its employment or other relationship with the Company or its successors, assigns, subsidiaries or affiliates, for any other reason or (ii) hire any individual who left the employ of the Company or any of its affiliates during the immediately preceding one (1) year period.

          (d) Disparaging Comments. Executive agrees that during the Term and thereafter, Executive shall not make any disparaging or defamatory comments regarding the Company or, after termination of his employment relationship with the Company, make any comments concerning any aspect of the termination of their relationship. The obligations of

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Executive under this subparagraph shall not apply to disclosures required by applicable law, regulation or order of any court or governmental agency. The Company agrees that during the Term and thereafter, the Company shall not make any disparaging or defamatory comments regarding Executive or, after termination of his employment relationship with the Company, make any comments concerning any aspect of the termination of such relationship. The obligations of the Company under this subparagraph shall not apply to disclosures required by applicable law, regulation or order of any court or governmental agency.

          Nothing contained in this Section 6 shall limit any common law or statutory obligation that Executive may have to the Company or any of its affiliates. For purposes of this Section 6 and Section 7, the “Company” refers to the Company and any incorporated or unincorporated affiliates of the Company, including any entity which becomes Executive’s employer as a result of any reorganization or restructuring of the Company for any reason. The Company shall be entitled, in connection with its tax planning or other reasons, to terminate Executive’s employment (which termination shall not be considered a termination without Cause or give rise to any severance or post-termination payments or benefits for purposes of this Agreement or otherwise) in connection with an invitation from another affiliate of the Company to accept employment with such affiliate.

     7. CONFIDENTIALITY. All books of account, records, systems, correspondence, documents, and any and all other data, in whatever form, concerning or containing any reference to the works and business of the Company or its affiliated companies shall belong to the Company and shall be given up to the Company whenever the Company requires Executive to do so. Executive agrees that Executive shall not at any time during the Term or thereafter, without the Company’s prior written consent, disclose to any person (individual or entity) any information or any trade secrets, plans or other information or data, in whatever form, (including, without limitation, (i) any financing strategies and practices, pricing information and methods, training and operational procedures, advertising, marketing, and sales information or methodologies or financial information and (ii) any Proprietary Information (as defined below)), concerning the Company’s or any of its affiliated companies’ or customers’ practices, businesses, procedures, systems, plans or policies (collectively, “Confidential Information”), nor shall Executive utilize any such Confidential Information in any way or communicate with or contact any such customer other than in connection with Executive’s employment by the Company. Executive hereby confirms that all Confidential Information constitutes the Company’s exclusive property, and that all of the restrictions on Executive’s activities contained in this Agreement and such other nondisclosure policies of the Company are required for the Company’s reasonable protection. Confidential Information shall not include any information that has otherwise been disclosed to the public not in violation of this Agreement. This confidentiality provisions shall survive the termination of this Agreement and shall not be limited by any other confidentiality agreements entered into with the Company or any of its affiliates.

          Executive agrees that he shall promptly disclose to the Company in writing all information and inventions generated, conceived or first reduced to practice by him alone or in conjunction with others, during or after working hours, while in the employ of the Company (all of which is collectively referred to in this Agreement as “Proprietary Information”); provided,

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however, that such Proprietary Information shall not include (i) any information that has otherwise been disclosed to the public not in violation of this Agreement and (ii) general business knowledge and work skills of Executive, even if developed or improved by Executive while in the employ of the Company. All such Proprietary Information shall be the exclusive property of the Company and is hereby assigned by Executive to the Company. Executive’s obligation relative to the disclosure to the Company of such Proprietary Information anticipated in this Section 7 shall continue beyond Executive’s termination of employment and Executive shall, at the Company’s expense, give the Company all assistance it reasonably requires to perfect, protect and use its right to the Proprietary Information. In addition, Executive agrees that he will not disclose to or use on behalf of the Company any proprietary information of a third party without that party’s consent.

     8. ASSIGNMENT. This Agreement, and all of the terms and conditions hereof, shall bind the Company and its successors and assigns and shall bind Executive and Executive’s heirs, executors and administrators. No transfer or assignment of this Agreement shall release the Company from any obligation to Executive hereunder. Neither this Agreement, nor any of the Company’s rights or obligations hereunder, may be assigned or otherwise subject to hypothecation by Executive. The Company may assign the rights and obligations of the Company hereunder, in whole or in part, to any of the Company’s subsidiaries, affiliates or parent corporations, or to any other successor or assign in connection with the sale of all or substantially all of the Company’s assets or stock or in connection with any merger, acquisition and/or reorganization, provided the assignee assumes the obligations of the Company hereunder.

     9. GENERAL.

          (a) Notices. Any notices provided hereunder must be in writing and shall be deemed effective upon the earlier of one (1) business day following personal delivery (including personal delivery by facsimile), or the third business day after mailing by first class mail to the recipient at the address indicated below:

To the Company:

Attn: General Counsel

Nationstar Mortgage LLC

350 Highland Drive

Lewisville, Texas 75067

Attention: General Counsel

Facsimile: 469.549.2085

With a copy to:

Attn: General Counsel

FIF HE Holdings LLC

c/o Fortress Investment Group LLC

1345 Avenue of Americas

New York, New York 10105

Attention: Randal A. Nardone

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Facsimile: 212.798.6120

With a copy to:

Regina Olshan

Skadden, Arps, Slate, Meagher and Flom LLP

4 Times Square

New York, New York 10036

Fascimile: 917.777.3963

To Executive:

Anthony H. Barone

1001 Parkview Court

Southlake, Texas 76092

Facsimile: 972.966.4911

or to such other address or to the attention of such other person as the recipient party will have specified by prior written notice to the sending party.

          (b) Severability. Any provision of this Agreement which is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this paragraph be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provisions of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable because its scope is considered excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable.

          (c) Entire Agreement. This document constitutes the final, complete, and exclusive embodiment of the entire agreement and understanding between the parties related to the subject matter hereof and supersedes and preempts any prior or contemporaneous understandings, agreements, or representations by or between the parties, written or oral.

          (d) Counterparts. This Agreement may be executed on separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same agreement.

          (e) Amendments. No amendments or other modifications to this Agreement may be made except by a writing signed by all parties. No amendment or waiver of this Agreement requires the consent of any individual, partnership, corporation or other entity not a party to this Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any third person any rights or remedies under or by reason of this Agreement.

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          (f) Choice of Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws of the State of Texas without giving effect to principles of conflicts of law of such state.

          (g) Survivorship. The provisions of this Agreement necessary to carry out the intention of the parties as expressed herein shall survive the termination or expiration of this Agreement.

          (h) Waiver. The waiver by either party of the other party’s prompt and complete performance, or breach or violation, of any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation, and the failure by any party hereto to exercise any right or remedy which it may possess hereunder shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation. No waiver shall be deemed to have occurred unless set forth in a writing executed by or on behalf of the waiving party. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

          (i) Captions. The captions of this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision hereof.

          (j) Construction. The parties acknowledge that this Agreement is the result of arm’s-length negotiations between sophisticated parties each afforded representation by legal counsel. Each and every provision of this Agreement shall be construed as though both parties participated equally in the drafting of the same, and any rule of construction that a document shall be construed against the drafting party shall not be applicable to this Agreement.

          (k) Arbitration. Except as necessary for the Company and its subsidiaries, affiliates, successors or assigns or Executive to specifically enforce or enjoin a breach of this Agreement (to the extent such remedies are otherwise available), the parties agree that any and all disputes that may arise in connection with, arising out of or relating to this Agreement, or any dispute that relates in any way, in whole or in part, to Executive’s services on behalf of the Company or any subsidiary, the termination of such services or any other dispute by and between the parties or their subsidiaries, affiliates, successors or assigns, shall be submitted to binding arbitration in Dallas, Texas according to the National Employment Dispute Resolution Rules and procedures of the American Arbitration Association. The parties agree that the prevailing party in any such dispute shall be entitled to reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which he or it may be entitled. This arbitration obligation extends to any and all claims that may arise by and between the parties or their subsidiaries, affiliates, successors or assigns, and expressly extends to, without limitation, claims or causes of action for wrongful termination, impairment of ability to compete in the open labor

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market, breach of an express or implied contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and claims under the United States Constitution, and applicable state and federal fair employment laws, federal and state equal employment opportunity laws, and federal and state labor statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Fair Labor Standards Act, as amended, the Americans With Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Age Discrimination in Employment Act of 1967, as amended, and any other state or federal law.

          (l) Specific Performance. Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 6 or Section 7 would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened beach. In recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond or needing to prove the inadequacy of monetary damages, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.

          (m) Section 409A. It is intended that (i) each installment of the payments provided under this Agreement is a separate “payment” for purposes of Section 409A of the Code, and (ii) the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(9)(iii), and 1.409A-1(b)(9)(v). Notwithstanding anything contained to the contrary in this Agreement, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to Executive under Section 5 of this Agreement until Executive would be considered to have incurred a “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company (relating to his employment). Notwithstanding anything to the contrary in this Agreement, if the Company determines (1) that on the date Executive’s employment with the Company terminates or at such other time that the Company determines to be relevant, Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company and (2) that any payments to be provided to Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code, if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six (6) months after the date of Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or, if earlier, the date of Executive’s death. Any payments delayed pursuant to this Section 9(m) shall be made in a lump sum on the first day of the seventh (7^th) month following Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)), or, if earlier, the date of Executive’s death. In addition, to the extent that any reimbursement, fringe benefit or other

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similar plan or arrangement in which Executive participates during the Term or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (x) the amount eligible for reimbursement or payment under such plan or arrangement in one (1) calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), and (y) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred.

     10. EXECUTIVE REPRESENTATION AND ACCEPTANCE. By signing this Agreement, Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound, (b) Executive is not a party to or bound by any employment agreement, noncompetition agreement or confidentiality agreement with any other person or entity that would interfere with the execution, delivery or performance of this Agreement by Executive and (c) this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms.

     11. COMPANY REPRESENTATION AND ACCEPTANCE. By signing this Agreement, the Company hereby represents and warrants to Executive that (a) the Company has all required power and authority to enter into, deliver, and perform its obligations under this Agreement, (b) the execution, delivery and performance of this Agreement by the Company have been duly authorized by all necessary action on the part of the Company and does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Company is a party or by which the Company is bound and (c) this Agreement shall be the valid and binding obligation of the Company, enforceable in accordance with its terms.

     12. EFFECTIVENESS. This agreement shall become effective as of the Effective Date, it being understood that the Executive shall have no rights hereunder and the Company shall have no duties or obligations hereunder until this Agreement shall become effective; provided, however, that this Agreement is a binding obligation which cannot be revoked or terminated by either party except as provided herein.

[Remainder of page is left blank intentionally]

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     IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND THEREOF, the parties hereto have executed and delivered this Agreement as of the year and date first above written.

NATIONSTAR MORTGAGE LLC
By:	/s/ Peter Smith
	Signature
	Peter Smith
	Print Name
	Title:	Manager
EXECUTIVE
By:	/s/ Anthony H. Barone
	Anthony H. Barone
	Print Name

EX-10.9

Exhibit 10.9

EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 17^th day of September, 2010 (the “Effective Date”) by and between Nationstar Mortgage LLC, a Delaware limited liability company (the “Company”), and JESSE K. BRAY (“Executive”).

W I T N E S S E T H:

     WHEREAS, Centex Home Equity Company, LLC and Executive previously entered into an employment agreement dated March 30, 2006 (the “Original Agreement”), pursuant to which Executive serves as chief financial officer of the Company; and

     WHEREAS, the Company and Executive mutually desire to amend and restate the Original Agreement in its entirety, pursuant to the terms and conditions set forth in this Agreement, effective as of the Effective Date.

     NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein contained, together with other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

     1. SERVICES AND DUTIES. The Company hereby continues to employ Executive, and Executive hereby accepts such continued employment by the Company, in the capacity of its chief financial officer. The principal location of Executive’s employment shall be at the Company’s executive office located in Lewisville, Texas, or such other location determined by FIF HE Holdings LLC (the “Managing Member”), in its sole discretion, that is within a fifty (50) mile radius of the Company’s current location at 350 Highland Drive, Lewisville, Texas 75067, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. Executive shall be a full-time employee of the Company and shall dedicate all of Executive’s working time to the Company and shall have no other employment and no other business ventures which are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive will have such duties, responsibilities and authority as are prescribed by the Company’s chief executive officer from time to time and normally associated with Executive’s position at a financial services firm, together with such additional duties, commensurate with Executive’s position, as may be assigned to Executive from time to time by the Company’s chief executive officer. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject to the prior written approval of the Managing Member, acting as a director or in a similar role for an entity unrelated to the Company if such role does not give rise to any conflict of interests with the Company or its affiliates; (ii) upon providing prior written notice to the Managing Member, (A) creating or forming an investment vehicle or similar entity to engage in personal investment activities on behalf of himself or his family that does not give rise to any conflict of interests with the Company or its affiliates or (B) serving on a board of directors (or similar body) of a charitable or civic organization or enterprise; and (iii) except as provided in subsection (ii)(A) of this Section 1, engaging in personal investment activities for himself and his family that do not give rise to any conflict of interests with the Company or its affiliates; provided, that in each case

such activities do not, either individually or in the aggregate, interfere with the performance of his duties hereunder.

     2. TERM. Executive’s employment under the terms and conditions of this Agreement will commence on the Effective Date and shall end on July 10, 2011 (the “Term”), subject to earlier termination pursuant to Section 5 hereof.

          Notwithstanding anything to the contrary herein, in the event of any termination of this Agreement, Executive shall nevertheless continue to be bound by the cooperation provisions in the immediately following paragraph and the terms and conditions set forth in Sections 6 and 7 hereof, which provisions, along with Sections 8 and 9 hereof, shall survive any such termination of this Agreement and any termination of Executive’s employment with the Company.

          Following any termination of Executive’s employment with the Company, at the reasonable request of the Company, Executive agrees to assist and cooperate with the Company and its affiliates and their respective agents, officers, directors and employees with respect to the operations of the Company (and its successors and assigns) (i) on matters relating to the tasks for which Executive was responsible, or about which Executive had knowledge, before cessation of employment or which may otherwise be within the knowledge of Executive and (ii) exclusively in connection with any existing or future disputes, litigation or investigations of any nature brought by, against, or otherwise involving the Company or its affiliates in which the Company deems Executive’s cooperation necessary, not to exceed 24 hours per month (or such other amount of time as agreed to by the parties), provided that such cooperation does not unreasonably interfere with Executive’s other commitments. The Company will pay Executive a consulting fee of $750 per hour and will also reimburse Executive for reasonable out of pocket expenses incurred in connection therewith, in accordance with Company policy as in effect from time to time.

     3. COMPENSATION.

          (a) Base Salary. In consideration of Executive’s full and faithful satisfaction of Executive’s duties under this Agreement, the Company agrees to pay to Executive a base salary during the Term in the amount of $320,000 per annum (the base salary in effect from time to time, the “Base Salary”), payable in accordance with the Company’s then effective payroll practices and in such installments as the Company pays its similarly situated employees (but not less frequently than each calendar month), subject to usual and customary deductions for withholding taxes and similar charges, and customary employee contributions to health, welfare and retirement programs in which Executive is enrolled. The Base Salary shall be reviewed on an annual basis in accordance with Executive’s annual performance evaluation and increased in any amount agreed to by Executive and the Managing Member; provided, however, in no event shall the Base Salary be reduced without Executive’s approval.

          (b) Bonus Compensation. In addition to the Base Salary payable pursuant to Section 3(a) above, Executive will also be eligible to participate in the Nationstar Mortgage LLC Annual Incentive Compensation Plan (the “Bonus Plan”) and any bonus provided to Executive under the Bonus Plan shall be subject to all of the terms and conditions thereof.

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          (c) Withholding. All taxable compensation payable to Executive by the Company shall be subject to customary withholding taxes and such other employment taxes as are required under Federal law or the law of any state or by any governmental body to be collected with respect to compensation paid to an employee.

     4. BENEFITS AND PERQUISITES.

          (a) Retirement and Welfare Benefits. During the Term, Executive shall be entitled to all the usual benefits offered to the Company’s senior management, including vacation, sick time, and the ability to participate in the Company’s medical, dental, life insurance, disability and other welfare programs, and 401(k) retirement savings plan, subject to and in accordance with the applicable limitations and requirements imposed by the terms of the documents governing such benefits, as from time to time in effect. Nothing, however, shall require the Company to maintain any benefit, plan or arrangement or provide any type or level of benefits to the Company’s employees, including Executive. During the Term, Executive shall be entitled to not less than four (4) weeks paid vacation, in accordance with the Company’s policies as in effect from time to time.

          (b) Reimbursement of Expenses. The Company shall reimburse Executive for any expenses reasonably incurred by Executive during the Term for business purposes in furtherance of Executive’s duties hereunder, including travel, meals and accommodations, upon submission by Executive of vouchers or receipts and in compliance with such rules and policies relating thereto as the Company may from time to time adopt.

          (c) Company Equity. For good and valuable consideration, Executive hereby sells, assigns and transfers to the Managing Member all of his right, title and interest in and to all of his unvested Class A Series 1 Units and unvested Series 2 Class A Units, free and clear of all liens, claims and encumbrances, other than the restrictions on transfer and other encumbrances that are contained in the FIF HE Holdings LLC Fifth Amended and Restated Limited Liability Company Agreement, dated as of September 17, 2010.

          (d) Director and Officer Insurance. The Company shall, at all times during and for six (6) years following the end of the Term, continue to provide Executive with directors and officers insurance, in an amount customary for corporations similar in size and value to the Company and engaged in business activities similar to the business activities of the Company. Such insurance shall be obtained from an insurance company with not less than an A+ rating, licensed to engage in business in the state of Texas. Subject to the foregoing, such insurance shall not be cancelled or not renewed without comparable replacement insurance being provided. The Company further agrees to indemnify and defend Executive to the fullest extent permitted by applicable law, other than in respect of any loss, damage or claim incurred by Executive by reason of Executive’s gross negligence or willful misconduct.

     5. TERMINATION. The Term and Executive’s employment hereunder may be terminated by either party at any time and for any reason; provided, that Executive shall provide the Company at least thirty (30) days’ advance written notice of any resignation of employment. Notwithstanding any other provision of this Agreement, the provisions of this Section 5 shall exclusively govern Executive’s rights upon termination of employment with the Company. Any purported termination of employment by the Company or by Executive (other than due to

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Executive’s death) shall be communicated by a written Notice of Termination to the other party in accordance with the procedures set forth in Section 9(a) hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which indicates the specific termination provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide the basis for termination of employment under the provision so indicated.

          (a) For Cause Termination. If Executive’s employment hereunder is terminated by the Company for Cause, Executive shall not be entitled to any further compensation or benefits other than the Accrued Benefits. If the definition of “Cause” set forth below conflicts with such definition in any other plan or agreement of the Company or any of its affiliates, the definition set forth herein shall control.

          (b) Termination by Company without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company other than for Cause (excluding death or Disability) or is terminated by Executive for Good Reason, in each case prior to the end of the Term, then Executive shall be entitled to (i) the Accrued Benefits and (ii) subject to Executive’s execution and non-revocation of a separation agreement and release of claims acceptable to the Managing Member (the “Release”), (A) an amount equal to eighteen (18) months Base Salary payable in the same manner as provided under Section 3(a), (B) an amount equal to 150% of the average of Executive’s annual cash bonus payable to Executive for the three (3) most recently completed fiscal years ending prior to the date of termination, and (C) continuation of Executive’s coverage under the Company’s medical plan (the “Medical Plan”) until the earlier of (1) the period of time it takes Executive to become eligible for the medical benefits program of a new employer (subject to Section 6(a) hereof) and (2) twelve (12) months following the date of such termination; provided, however, that to the extent such continuation of coverage is not permitted under the terms of the Medical Plan, Executive shall be entitled, for the period set forth under clause (1) or (2) of this subsection (C), as applicable, to receive COBRA continuation coverage under the Medical Plan at a cost to Executive which is not greater than the premiums paid by the Company’s active employees for comparable coverage under the Medical Plan.

          (c) Resignation, Death or Disability. If Executive’s employment with the Company terminates due to Executive’s resignation during the Term, then Executive shall be entitled to (i) the Accrued Benefits and (ii) subject to Executive’s execution and non-revocation of the Release, (A) an amount equal to six (6) months Base Salary payable in the same manner as provided under Paragraph 3(a), and (B) an amount equal to 50% of the average of Executive’s annual cash bonus payable to Executive for the three (3) most recently completed fiscal years ending prior to the date of termination. If Executive’s employment is terminated by reason of Executive’s death or Disability prior to the end of the Term, Executive shall not be entitled to receive any further compensation or benefits under this Agreement or otherwise other than the Accrued Benefits.

          (d) Expiration of Term. For the avoidance of doubt, upon the expiration of the Term, the parties’ obligations hereunder, other than with respect to the provisions set forth in Sections 6, 7, 8 and 9 hereof, shall expire. Following the expiration of the Term, Executive shall

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continue as an “at-will” employee of the Company and no payments under this Section 5 shall be due upon any subsequent termination of employment.

          (e) Payments in Lieu of Other Severance Rights. The payments provided in subsections (a), (b) and (c) of this Section 5 shall be made in lieu of any other severance payments under any severance agreement, plan, program or arrangement of the Company, and nothing additional shall be owed to Executive except as explicitly set forth in this Section 5.

          (f) Manner of Payment. The Accrued Benefits shall be paid no later than ten (10) business days following the date of termination. Unless Executive breaches the cooperation obligations set forth in Section 2 of this Agreement or one of the restrictive covenants contained in Sections 6 and 7 of this Agreement, the payments described in subsection (b) and (c) of this Section 5 (other than the Accrued Benefits) shall be paid over a period of twelve (12) months, commencing on the sixtieth (60^th) day following the date of termination; provided that the Release is executed and not revoked prior to such date. Notwithstanding anything herein to the contrary, (A) the payment of any amounts hereunder (including benefits continuation) shall cease on the date on which Executive breaches any of the restrictive covenants contained in Sections 6 and 7 of this Agreement or the cooperation obligations set forth in Section 2, and (B) in the event Executive’s employment terminates pursuant to Section 5(b) above within one (1) year following a Change in Control, the amount described in Section 5(b)(ii) shall be payable in a lump sum on the sixtieth (60^th) day following the date of termination; provided that the Release is executed and not revoked prior to such date.

          (g) No Mitigation. Upon termination of his employment, Executive will be under no obligation to seek other employment or earn other income in order to remain eligible for the payments and benefits set forth in this Section 5.

          (h) Section 280G. In the event that any amount or benefit that may be paid or otherwise provided (including the acceleration of vesting or exercisability of any equity-based awards held by Executive) to or in respect of Executive, by or on behalf of the Company or any affiliate, whether pursuant to this Agreement or otherwise (collectively, the “Payments”), could reasonably be expected to result in the imposition of the tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor provision or any comparable provision of state, local or foreign law) (the “Excise Tax”), the Company shall, if applicable at the time such Excise Tax is imposed, endeavor in good faith to obtain shareholder approval of the Payments, so that upon such shareholder approval, the Payments shall not be subject to the Excise Tax; provided, that no such payments shall be made if such shareholder approval is not obtained. Failure to obtain such shareholder approval shall not constitute a breach of this Agreement or result in any additional payments to be made to Executive.

          (i) Definitions. For purposes of this Agreement:

     (i) “Accrued Benefits” means collectively the following: (i) any earned but unpaid salary through the last day of employment, (ii) any accrued but unpaid paid time off, (iii) any reimbursable business expenses through the last day of employment, (iv) any vested benefits in accordance with the terms of the Company’s employee benefit plans or programs and (v) any benefit continuation

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and/or conversion rights in accordance with the terms of the Company’s employee benefit plans or programs.

     (ii) “Cause” means (i) conviction of, guilty plea concerning or confession of any felony, (ii) any act of misappropriation or fraud committed by Executive in connection with the Company’s or its subsidiaries’ business, (iii) any material breach by Executive of this Agreement, after written notice thereof from the Managing Member is given in writing and such breach is not cured to the satisfaction of the Managing Member within a reasonable period of time (not greater than 30 days) under the circumstances, (iv) any material breach of any reasonable and lawful rule or directive of the Company or the Managing Member, (v) the gross or willful neglect of duties or gross misconduct by Executive, or (vi) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Managing Member’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement.

     (iii) “Change in Control” means (i) any sale or other disposition of all or substantially all of the assets of the Company (including without limitation by way of a merger or consolidation or through the sale of all or substantially all of the stock or equity of its subsidiaries or sale of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole) to another person other than an affiliate of Fortress Investment Group LLC if, immediately after giving effect thereto, any person (or group of persons acting in concert) other than the persons owning a majority of the voting power of the Company prior to such sale (together with their affiliates) will have the power to elect a majority of the members of the board of directors (or other similar governing body) of the purchaser or surviving corporation; (ii) any change in the ownership of the capital stock or equity of the Company if, immediately after giving effect thereto, the persons owning a majority of the voting power of the company prior to such change (together with their affiliates) shall own, in the aggregate, less than 50% of the equity interests of the Company; or (iii) a liquidation of the Company. Notwithstanding the foregoing, a Change in Control shall be deemed to have occurred under this Agreement only if a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code.

     (iv) “Good Reason” means the occurrence, without the express prior written consent of Executive, of any of the following circumstances, unless, with respect to subsections (A), (B), and (C) hereof, such circumstances are corrected by the Company in all material respects within thirty (30) days following written notification by Executive (which written notice must be delivered within sixty (60) days after the occurrence of such circumstances) that Executive intends to terminate Executive’s employment for one of the reasons set forth below: (A) a reduction in the Base Salary, (B) any relocation of Executive’s principal office by more than fifty (50) miles from 350 Highland Drive, Lewisville, Texas 75067, (C) any material breach by the Company of this Agreement or any other material

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agreement to which the Company and Executive are parties, or (D) notice by the Company that the Term shall not be renewed pursuant to Section 2 hereof. For the avoidance of doubt, Good Reason shall not be deemed to exist as a result of either the execution of this Agreement or any changes to the terms and conditions of Executive’s employment contemplated herein.

     (v) “Disability” means, as determined by the Managing Member in good faith, Executive’s inability, due to disability or incapacity, to perform all of his duties hereunder on a full-time basis (i) for periods aggregating ninety (90) days, whether or not continuous, in any continuous period of 365 days or, (ii) where Executive’s absence is adversely affecting the performance of the Company in a significant manner for periods greater than thirty (30) days and Executive does not resume his duties on a full-time basis within ten (10) days after receipt of written notice of the Managing Member’s determination under this clause (ii).

          (j) Resignation as Officer or Director. Upon a termination of employment for any reason, Executive shall resign each position (if any) that he then holds as an officer or director of the Company and any of its subsidiaries. Executive’s execution of this Agreement shall be deemed the grant by Executive to the officers of the Company of a limited power of attorney to sign in Executive’s name and on Executive’s behalf any such documentation as may be required to be executed solely for the limited purposes of effectuating such resignations.

     6. RESTRICTIVE COVENANTS. By virtue of Executive’s employment with the Company, Executive acknowledges that, during the period of his employment with the Company, he shall have access to the Company’s Confidential Information (as defined below), will meet and develop relationships with the Company’s potential and existing suppliers, financing sources, clients, customers and employees, and will receive specialized training in, and knowledge of, the mortgage lending business.

          (a) Noncompetition. Executive agrees that during the period of his employment with the Company and for the one (1) year period immediately following termination of such employment for any reason or no reason, Executive shall not, anywhere in the United States, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, shareholder of a closely held corporation or shareholder in excess of five (5%) percent of a publicly traded corporation, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with (i) the mortgage lending business of the Company or its subsidiaries (including, but not limited to, the business of originating, servicing or owning residential mortgages and related assets), provided that nothing herein shall prohibit Executive from personal investment in residential mortgages and related assets or (ii) any other business (A) in which the Company or its subsidiaries is engaged at the time of Executive’s termination of employment, or which is part of the Company’s Developing Business and (B) in which Executive learns Confidential Information or meets and develops relationships with potential and existing suppliers, financing sources, clients, customers and employees or in which Executive receives specialized training or knowledge. For purposes of the foregoing, “Developing Business” shall mean the new business concepts and services the

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Company has developed and is in the process of developing during Executive’s employment with the Company. Executive further covenants and agrees that this restrictive covenant is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company and its respective affiliates, imposes no undue hardship on Executive, is not injurious to the public, and that any violation of this restrictive covenant shall be specifically enforceable in any court with jurisdiction upon short notice.

          (b) Customer and Client Noninterference and Nonsolicitation. Executive agrees that during the period of his employment with the Company and for the one (1) year period immediately following the date of termination of Executive’s employment with the Company for any reason or no reason, Executive shall not, directly or indirectly, (i) encourage, persuade, or attempt to encourage or persuade any client or customer of the Company or its subsidiaries, or potential client or customer of the Company or its subsidiaries, in each case, with which or with whom Executive was involved as part of Executive’s job responsibilities during the Executive’s employment with the Company or regarding which or whom Executive learned Confidential Information during Executive’s employment with the Company, to cease or refrain from doing business with or to reduce its current or contemplated level of doing business with the Company or its subsidiaries; or (ii) contact, solicit, or attempt to contact or solicit any client or customer of the Company or its subsidiaries, or potential client or customer of the Company or its subsidiaries, in each case, with which or with whom Executive was involved as part of Executive’s job responsibilities during Executive’s employment with the Company or regarding which or whom Executive learned confidential information during Executive’s employment with the Company, for purposes of soliciting any business in the Company or its subsidiaries is engaged.

          (c) Employee Nonsolicitation, No-Hire. Executive agrees that during the period of his employment with the Company and for the one (1) year period immediately following the date of termination of Executive’s employment with the Company for any reason or no reason, Executive shall not, directly or indirectly, (i) solicit or induce any officer, director, employee, agent or consultant of the Company or any of its successors, assigns, subsidiaries or affiliates to terminate his, her or its employment or other relationship with the Company or its successors, assigns, subsidiaries or affiliates, or otherwise encourage any such person or entity to leave or sever his, her or its employment or other relationship with the Company or its successors, assigns, subsidiaries or affiliates, for any other reason or (ii) hire any individual who left the employ of the Company or any of its affiliates during the immediately preceding one (1) year period.

          (d) Disparaging Comments. Executive agrees that during the Term and thereafter, Executive shall not make any disparaging or defamatory comments regarding the Company or, after termination of his employment relationship with the Company, make any comments concerning any aspect of the termination of their relationship. The obligations of Executive under this subparagraph shall not apply to disclosures required by applicable law, regulation or order of any court or governmental agency. The Company agrees that during the Term and thereafter, the Company shall not make any disparaging or defamatory comments regarding Executive or, after termination of his employment relationship with the Company, make any comments concerning any aspect of the termination of such relationship. The obligations of the Company under this subparagraph shall not apply to disclosures required by

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applicable law, regulation or order of any court or governmental agency.

          Nothing contained in this Section 6 shall limit any common law or statutory obligation that Executive may have to the Company or any of its affiliates. For purposes of this Section 6 and Section 7, the “Company” refers to the Company and any incorporated or unincorporated affiliates of the Company, including any entity which becomes Executive’s employer as a result of any reorganization or restructuring of the Company for any reason. The Company shall be entitled, in connection with its tax planning or other reasons, to terminate Executive’s employment (which termination shall not be considered a termination without Cause or give rise to any severance or post-termination payments or benefits for purposes of this Agreement or otherwise) in connection with an invitation from another affiliate of the Company to accept employment with such affiliate.

     7. CONFIDENTIALITY. All books of account, records, systems, correspondence, documents, and any and all other data, in whatever form, concerning or containing any reference to the works and business of the Company or its affiliated companies shall belong to the Company and shall be given up to the Company whenever the Company requires Executive to do so. Executive agrees that Executive shall not at any time during the Term or thereafter, without the Company’s prior written consent, disclose to any person (individual or entity) any information or any trade secrets, plans or other information or data, in whatever form, (including, without limitation, (i) any financing strategies and practices, pricing information and methods, training and operational procedures, advertising, marketing, and sales information or methodologies or financial information and (ii) any Proprietary Information (as defined below)), concerning the Company’s or any of its affiliated companies’ or customers’ practices, businesses, procedures, systems, plans or policies (collectively, “Confidential Information”), nor shall Executive utilize any such Confidential Information in any way or communicate with or contact any such customer other than in connection with Executive’s employment by the Company. Executive hereby confirms that all Confidential Information constitutes the Company’s exclusive property, and that all of the restrictions on Executive’s activities contained in this Agreement and such other nondisclosure policies of the Company are required for the Company’s reasonable protection. Confidential Information shall not include any information that has otherwise been disclosed to the public not in violation of this Agreement. This confidentiality provisions shall survive the termination of this Agreement and shall not be limited by any other confidentiality agreements entered into with the Company or any of its affiliates.

          Executive agrees that he shall promptly disclose to the Company in writing all information and inventions generated, conceived or first reduced to practice by him alone or in conjunction with others, during or after working hours, while in the employ of the Company (all of which is collectively referred to in this Agreement as “Proprietary Information”); provided, however, that such Proprietary Information shall not include (i) any information that has otherwise been disclosed to the public not in violation of this Agreement and (ii) general business knowledge and work skills of Executive, even if developed or improved by Executive while in the employ of the Company. All such Proprietary Information shall be the exclusive property of the Company and is hereby assigned by Executive to the Company. Executive’s obligation relative to the disclosure to the Company of such Proprietary Information anticipated in this Section 7 shall continue beyond Executive’s termination of employment and Executive

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shall, at the Company’s expense, give the Company all assistance it reasonably requires to perfect, protect and use its right to the Proprietary Information. In addition, Executive agrees that he will not disclose to or use on behalf of the Company any proprietary information of a third party without that party’s consent.

     8. ASSIGNMENT. This Agreement, and all of the terms and conditions hereof, shall bind the Company and its successors and assigns and shall bind Executive and Executive’s heirs, executors and administrators. No transfer or assignment of this Agreement shall release the Company from any obligation to Executive hereunder. Neither this Agreement, nor any of the Company’s rights or obligations hereunder, may be assigned or otherwise subject to hypothecation by Executive. The Company may assign the rights and obligations of the Company hereunder, in whole or in part, to any of the Company’s subsidiaries, affiliates or parent corporations, or to any other successor or assign in connection with the sale of all or substantially all of the Company’s assets or stock or in connection with any merger, acquisition and/or reorganization, provided the assignee assumes the obligations of the Company hereunder.

     9. GENERAL.

          (a) Notices. Any notices provided hereunder must be in writing and shall be deemed effective upon the earlier of one (1) business day following personal delivery (including personal delivery by facsimile), or the third business day after mailing by first class mail to the recipient at the address indicated below:

To the Company:

Attn: General Counsel
Nationstar Mortgage LLC
350 Highland Drive
Lewisville, Texas 75067
Attention: General Counsel
Facsimile: 469.549.2085

With a copy to:

Attn: General Counsel
FIF HE Holdings LLC
c/o Fortress Investment Group LLC
1345 Avenue of Americas
New York, New York 10105
Attention: Randal A. Nardone
Facsimile: 212.798.6120

With a copy to:

Regina Olshan
Skadden, Arps, Slate, Meagher and Flom LLP
4 Times Square
New York, New York 10036
Fascimile: 917.777.3963

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To Executive:

Jesse K. Bray
1950 North Peytonville Avenue
Southlake, Texas 76092
Facsimile: 972.315.8648

or to such other address or to the attention of such other person as the recipient party will have specified by prior written notice to the sending party.

          (b) Severability. Any provision of this Agreement which is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this paragraph be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provisions of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable because its scope is considered excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable.

          (c) Entire Agreement. This document constitutes the final, complete, and exclusive embodiment of the entire agreement and understanding between the parties related to the subject matter hereof and supersedes and preempts any prior or contemporaneous understandings, agreements, or representations by or between the parties, written or oral.

          (d) Counterparts. This Agreement may be executed on separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same agreement.

          (e) Amendments. No amendments or other modifications to this Agreement may be made except by a writing signed by all parties. No amendment or waiver of this Agreement requires the consent of any individual, partnership, corporation or other entity not a party to this Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any third person any rights or remedies under or by reason of this Agreement.

          (f) Choice of Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws of the State of Texas without giving effect to principles of conflicts of law of such state.

          (g) Survivorship. The provisions of this Agreement necessary to carry out the intention of the parties as expressed herein shall survive the termination or expiration of this Agreement.

          (h) Waiver. The waiver by either party of the other party’s prompt and complete performance, or breach or violation, of any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation, and the failure by any party hereto to exercise any right or remedy which it may possess hereunder shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation. No waiver shall be deemed to have occurred

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unless set forth in a writing executed by or on behalf of the waiving party. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

          (i) Captions. The captions of this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision hereof.

          (j) Construction. The parties acknowledge that this Agreement is the result of arm’s-length negotiations between sophisticated parties each afforded representation by legal counsel. Each and every provision of this Agreement shall be construed as though both parties participated equally in the drafting of the same, and any rule of construction that a document shall be construed against the drafting party shall not be applicable to this Agreement.

          (k) Arbitration. Except as necessary for the Company and its subsidiaries, affiliates, successors or assigns or Executive to specifically enforce or enjoin a breach of this Agreement (to the extent such remedies are otherwise available), the parties agree that any and all disputes that may arise in connection with, arising out of or relating to this Agreement, or any dispute that relates in any way, in whole or in part, to Executive’s services on behalf of the Company or any subsidiary, the termination of such services or any other dispute by and between the parties or their subsidiaries, affiliates, successors or assigns, shall be submitted to binding arbitration in Dallas, Texas according to the National Employment Dispute Resolution Rules and procedures of the American Arbitration Association. The parties agree that the prevailing party in any such dispute shall be entitled to reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which he or it may be entitled. This arbitration obligation extends to any and all claims that may arise by and between the parties or their subsidiaries, affiliates, successors or assigns, and expressly extends to, without limitation, claims or causes of action for wrongful termination, impairment of ability to compete in the open labor market, breach of an express or implied contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and claims under the United States Constitution, and applicable state and federal fair employment laws, federal and state equal employment opportunity laws, and federal and state labor statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Fair Labor Standards Act, as amended, the Americans With Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Age Discrimination in Employment Act of 1967, as amended, and any other state or federal law.

          (l) Specific Performance. Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 6 or Section 7 would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened beach. In recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond or needing to prove the inadequacy of monetary damages, shall be entitled to cease making any payments or providing any benefit otherwise required by this

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Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.

          (m) Section 409A. It is intended that (i) each installment of the payments provided under this Agreement is a separate “payment” for purposes of Section 409A of the Code, and (ii) the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(9)(iii), and 1.409A-1(b)(9)(v). Notwithstanding anything contained to the contrary in this Agreement, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to Executive under Section 5 of this Agreement until Executive would be considered to have incurred a “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company (relating to his employment). Notwithstanding anything to the contrary in this Agreement, if the Company determines (1) that on the date Executive’s employment with the Company terminates or at such other time that the Company determines to be relevant, Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company and (2) that any payments to be provided to Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code, if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six (6) months after the date of Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or, if earlier, the date of Executive’s death. Any payments delayed pursuant to this Section 9(m) shall be made in a lump sum on the first day of the seventh (7^th) month following Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)), or, if earlier, the date of Executive’s death. In addition, to the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which Executive participates during the Term or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (x) the amount eligible for reimbursement or payment under such plan or arrangement in one (1) calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), and (y) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred.

     10. EXECUTIVE REPRESENTATION AND ACCEPTANCE. By signing this Agreement, Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound, (b) Executive is not a party to or bound by any employment agreement, noncompetition agreement or confidentiality agreement with any other person or entity that would interfere with the execution, delivery or performance of this Agreement by Executive and (c) this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms.

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     11. COMPANY REPRESENTATION AND ACCEPTANCE. By signing this Agreement, the Company hereby represents and warrants to Executive that (a) the Company has all required power and authority to enter into, deliver, and perform its obligations under this Agreement, (b) the execution, delivery and performance of this Agreement by the Company have been duly authorized by all necessary action on the part of the Company and does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Company is a party or by which the Company is bound and (c) this Agreement shall be the valid and binding obligation of the Company, enforceable in accordance with its terms.

     12. EFFECTIVENESS. This agreement shall become effective as of the Effective Date, it being understood that the Executive shall have no rights hereunder and the Company shall have no duties or obligations hereunder until this Agreement shall become effective; provided, however, that this Agreement is a binding obligation which cannot be revoked or terminated by either party except as provided herein.

[Remainder of page is left blank intentionally]

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     IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND THEREOF, the parties hereto have executed and delivered this Agreement as of the year and date first above written.

NATIONSTAR MORTGAGE LLC
By:	/s/ Anthony H. Barone
	Signature
	Anthony H. Barone
	Print Name
	Title: President & CEO
EXECUTIVE
By:	/s/ Jesse K. Bray
	Jesse K. Bray
	Print Name

EX-10.10

Exhibit 10.10

EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 17^th day of September, 2010 (the “Effective Date”) by and between Nationstar Mortgage LLC, a Delaware limited liability company (the “Company”), and AMAR PATEL (“Executive”).

W I T N E S S E T H:

     WHEREAS, Centex Home Equity Company, LLC and Executive previously entered into an employment agreement effective as of June 1, 2006 (the “Original Agreement”), pursuant to which Executive serves as Executive Vice President of the Company; and

     WHEREAS, the Company and Executive mutually desire to amend and restate the Original Agreement in its entirety, pursuant to the terms and conditions set forth in this Agreement, effective as of the Effective Date.

     NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein contained, together with other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

     1. SERVICES AND DUTIES. The Company hereby continues to employ Executive, and Executive hereby accepts such continued employment by the Company, in the capacity of its Executive Vice President. The principal location of Executive’s employment shall be at the Company’s executive office located in Lewisville, Texas, or such other location determined by FIF HE Holdings LLC (the “Managing Member”), in its sole discretion, that is within a fifty (50) mile radius of the Company’s current location at 350 Highland Drive, Lewisville Texas 75067, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. Executive shall be a full-time employee of the Company and shall dedicate all of Executive’s working time to the Company and shall have no other employment and no other business ventures which are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive will have such duties, responsibilities and authority as are prescribed by the Company’s CEO or his delegate (the “Manager”) from time to time, together with such additional duties as may be assigned to Executive from time to time by the Manager. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) subject to the prior written approval of the Company and the Managing Member, acting as a director or in a similar role for an entity unrelated to the Company if such role does not give rise to any conflict of interests with the Company or its affiliates; (ii) upon providing prior written notice to the Company and the Managing Member, (A) creating or forming an investment vehicle or similar entity to engage in personal investment activities on behalf of himself or his family that does not give rise to any conflict of interests with the Company or its affiliates or (B) serving on a board of directors (or similar body) of a charitable or civic organization or enterprise; and (iii) except as provided in subsection (ii)(A) of this Section 1, engaging in personal investment activities for himself and his family that do not give rise to any conflict of interests with the Company or its affiliates; provided, that in each case such activities do not, either individually or in the aggregate, interfere with the performance of his duties hereunder.

     2. TERM. Executive’s employment under the terms and conditions of this Agreement will commence on the Effective Date. The term of this Agreement shall end on June 1, 2011 (the “Term”), subject to earlier termination pursuant to Section 5 hereof.

          Notwithstanding anything to the contrary herein, in the event of any termination of this Agreement, Executive shall nevertheless continue to be bound by the cooperation provisions in the immediately following paragraph and the terms and conditions set forth in Sections 6 and 7 hereof, which provisions, along with Sections 8 and 9 hereof, shall survive any such termination of this Agreement and any termination of Executive’s employment with the Company.

          Following any termination of Executive’s employment with the Company, at the reasonable request of the Company, Executive agrees to assist and cooperate with the Company and its affiliates and their respective agents, officers, directors and employees with respect to the operations of the Company (and its successors and assigns) (i) on matters relating to the tasks for which Executive was responsible, or about which Executive had knowledge, before cessation of employment or which may otherwise be within the knowledge of Executive and (ii) exclusively in connection with any existing or future disputes, litigation or investigations of any nature brought by, against, or otherwise involving the Company or its affiliates in which the Company deems Executive’s cooperation necessary, not to exceed 24 hours per month (or such other amount of time as agreed to by the parties), provided that such cooperation does not unreasonably interfere with Executive’s other commitments. The Company will pay Executive a consulting fee of $120.19 per hour and will also reimburse Executive for reasonable out of pocket expenses incurred in connection therewith, in accordance with Company policy as in effect from time to time.

     3. COMPENSATION.

          (a) Base Salary. In consideration of Executive’s full and faithful satisfaction of Executive’s duties under this Agreement, the Company agrees to pay to Executive a base salary during the Term in the amount of $250,000 per annum (the base salary in effect from time to time, the “Base Salary”), payable in accordance with the Company’s then effective payroll practices and in such installments as the Company pays its similarly situated employees (but not less frequently than each calendar month), subject to usual and customary deductions for withholding taxes and similar charges, and customary employee contributions to health, welfare and retirement programs in which Executive is enrolled. The Base Salary shall be reviewed on an annual basis in accordance with Executive’s annual performance evaluation and increased in any amount agreed to by Executive and the Company; provided, however, in no event shall the Base Salary be reduced without Executive’s approval.

          (b) Bonus Compensation. In addition to the Base Salary payable pursuant to Section 3(a) above, Executive will also be eligible to participate in the Nationstar Mortgage LLC

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Annual Incentive Compensation Plan (the “Bonus Plan”) and any bonus provided to Executive under the Bonus Plan shall be subject to all of the terms and conditions thereof.

          (c) Withholding. All taxable compensation payable to Executive by the Company shall be subject to customary withholding taxes and such other employment taxes as are required under Federal law or the law of any state or by any governmental body to be collected with respect to compensation paid to an employee.

     4. BENEFITS AND PERQUISITES.

          (a) Retirement and Welfare Benefits. During the Term, Executive shall be entitled to all the usual benefits offered to the Company’s senior management, including vacation, sick time, and the ability to participate in the Company’s medical, dental, life insurance, disability and other welfare programs, and 401(k) retirement savings plan, subject to and in accordance with the applicable limitations and requirements imposed by the terms of the documents governing such benefits, as from time to time in effect. Nothing, however, shall require the Company to maintain any benefit, plan or arrangement or provide any type or level of benefits to the Company’s employees, including Executive. During the Term, Executive shall be entitled to not less than three (3) weeks of paid vacation per year, in accordance with the Company’s policies as in effect from time to time.

          (b) Reimbursement of Expenses. The Company shall reimburse Executive for any expenses reasonably incurred by Executive during the Term for business purposes in furtherance of Executive’s duties hereunder, including travel, meals and accommodations, upon submission by Executive of vouchers or receipts and in compliance with such rules and policies relating thereto as the Company may from time to time adopt.

     5. TERMINATION. The Term and Executive’s employment hereunder may be terminated by either party at any time and for any reason; provided, that Executive shall provide the Company at least thirty (30) days’ advance written notice of any resignation of employment. Notwithstanding any other provision of this Agreement, the provisions of this Section 5 shall exclusively govern Executive’s rights upon termination of employment with the Company. Any purported termination of employment by the Company or by Executive (other than due to Executive’s death) shall be communicated by a written Notice of Termination to the other party in accordance with the procedures set forth in Section 9(a) hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which indicates the specific termination provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide the basis for termination of employment under the provision so indicated.

          (a) For Cause Termination. If the Term and Executive’s employment hereunder is terminated by the Company for Cause, Executive shall not be entitled to any further compensation or benefits other than the Accrued Benefits. If the definition of “Cause” set forth below conflicts with such definition in any other plan or agreement of the Company or any of its affiliates, the definition set forth herein shall control.

          (b) Termination by Company without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company other than for Cause

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(excluding death or Disability) or is terminated by Executive for Good Reason, in each case prior to the end of the Term, then Executive shall be entitled to (A) the Accrued Benefits and (B) subject to Executive’s execution and non-revocation of a separation agreement and release of claims acceptable to the Managing Member (the “Release”):

     (i) an amount equal to six (6) months of Base Salary;

     (ii) an amount equal to 50% of the annual cash incentive bonus paid to Executive for the most recently completed year prior to the year in which such termination occurs; and

     (iii) continuation of Executive’s coverage under the Company’s medical plan (the “Medical Plan”) until the earlier of (1) the period of time it takes Executive to become eligible for the medical benefits program of a new employer (subject to Section 6(a) hereof) and (2) six (6) months following the date of such termination; provided, however, that to the extent such continuation of coverage is not permitted under the terms of the Medical Plan, Executive shall be entitled, for the period set forth under clause (1) or (2) of this subsection (iii), as applicable, to receive COBRA continuation coverage under the Medical Plan at a cost to Executive which is not greater than the premiums paid by the Company’s active employees for comparable coverage under the Medical Plan.

          (c) Resignation, Death or Disability. If Executive’s employment with the Company terminates due to Executive’s resignation during the Term, then Executive shall be entitled to the Accrued Benefits. If Executive’s employment is terminated by reason of Executive’s death or Disability prior to the end of the Term, Executive shall not be entitled to receive any further compensation or benefits under this Agreement or otherwise other than the Accrued Benefits.

          (d) Expiration of Term. For the avoidance of doubt, upon the expiration of the Term, the parties’ obligations hereunder, other than with respect to the provisions set forth in Sections 6, 7, 8 and 9 hereof, shall expire. Following the expiration of the Term, Executive shall continue as an “at-will” employee of the Company and no payments under this Section 5 shall be due upon any subsequent termination of employment.

          (e) Payments in Lieu of Other Severance Rights. The payments provided in subsections (a), (b) and (c) of this Section 5 shall be made in lieu of any other severance payments under any severance agreement, plan, program or arrangement of the Company, and nothing additional shall be owed to Executive except as explicitly set forth in this Section 5.

          (f) Manner of Payment. The Accrued Benefits shall be paid no later than ten (10) business days following the date of termination. Unless Executive breaches the cooperation obligations set forth in Section 2 of this Agreement or one of the restrictive covenants contained in Sections 6 and 7 of this Agreement, the payments described in subsection (b) of this Section 5 (other than the Accrued Benefits) shall be paid over a six (6) month period, commencing on the sixtieth (60^th) day following the date of termination; provided that the Release is executed and

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not revoked prior to such date. Notwithstanding anything herein to the contrary, (A) the payment of any amounts hereunder (including benefits continuation) shall cease on the date on which Executive breaches any of the restrictive covenants contained in Sections 6 and 7 of this Agreement or the cooperation obligations set forth in Section 2, and (B) in the event Executive’s employment terminates pursuant to Section 5(b) above within one (1) year following a Change in Control, the amount described in Section 5(b)(i) and (ii) shall be payable in a lump sum on the sixtieth (60^th) day following the date of termination; provided that the Release is executed and not revoked prior to such date.

          (g) No Mitigation. Upon termination of his employment, Executive will be under no obligation to seek other employment or earn other income in order to remain eligible for the payments and benefits set forth in this Section 5.

          (h) Section 280G. In the event that any amount or benefit that may be paid or otherwise provided (including the acceleration of vesting or exercisability of any equity-based awards held by Executive) to or in respect of Executive, by or on behalf of the Company or any affiliate, whether pursuant to this Agreement or otherwise (collectively, the “Payments”), could reasonably be expected to result in the imposition of the tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor provision or any comparable provision of state, local or foreign law) (the “Excise Tax”), the Company shall, if applicable at the time such Excise Tax is imposed, endeavor in good faith to obtain shareholder approval of the Payments, so that upon such shareholder approval, the Payments shall not be subject to the Excise Tax; provided, that no such payments shall be made if such shareholder approval is not obtained. Failure to obtain such shareholder approval shall not constitute a breach of this Agreement or result in any additional payments to be made to Executive.

          (i) Definitions. For purposes of this Agreement:

     (i) “Accrued Benefits” means collectively the following: (i) any earned but unpaid salary through the last day of employment, (ii) any accrued but unpaid paid time off, (iii) any reimbursable business expenses through the last day of employment, (iv) any vested benefits in accordance with the terms of the Company’s employee benefit plans or programs and (v) any benefit continuation and/or conversion rights in accordance with the terms of the Company’s employee benefit plans or programs.

     (ii) “Cause” means (i) conviction of, guilty plea concerning or confession of any felony, (ii) any act of misappropriation or fraud committed by Executive in connection with the Company’s or its subsidiaries’ business, (iii) any material breach by Executive of this Agreement, after written notice thereof from the Company or the Managing Member is given in writing and such breach is not cured to the satisfaction of the Company and the Managing Member within a reasonable period of time (not greater than 30 days) under the circumstances, (iv) any material breach of any reasonable and lawful rule or directive of the Company, the Manager or the Managing Member, (v) the gross or willful neglect of duties or gross misconduct by Executive, or (vi) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the

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Company’s or the Managing Member’s good faith determination materially interferes with the performance of Executive’s duties under this Agreement.

     (iii) “Change in Control” means (i) any sale or other disposition of all or substantially all of the assets of the Company (including without limitation by way of a merger or consolidation or through the sale of all or substantially all of the stock or equity of its subsidiaries or sale of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole) to another person other than an affiliate of Fortress Investment Group LLC if, immediately after giving effect thereto, any person (or group of persons acting in concert) other than the persons owning a majority of the voting power of the Company prior to such sale (together with their affiliates) will have the power to elect a majority of the members of the board of directors (or other similar governing body) of the purchaser or surviving corporation; (ii) any change in the ownership of the capital stock or equity of the Company if, immediately after giving effect thereto, the persons owning a majority of the voting power of the company prior to such change (together with their affiliates) shall own, in the aggregate, less than 50% of the equity interests of the Company; or (iii) a liquidation of the Company. Notwithstanding the foregoing, a Change in Control shall be deemed to have occurred under this Agreement only if a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code.

     (iv) “Good Reason” means the occurrence, without the express prior written consent of Executive, of any of the following circumstances, unless, with respect to subsections (A), (B), and (C) hereof, such circumstances are corrected by the Company in all material respects within thirty (30) days following written notification by Executive (which written notice must be delivered within sixty (60) days after the occurrence of such circumstances) that Executive intends to terminate Executive’s employment for one of the reasons set forth below: (A) a reduction in the Base Salary, (B) any relocation of Executive’s principal office by more than fifty (50) miles from 350 Highland Drive, Lewisville, Texas 75067, (C) any material breach by the Company of this Agreement or any other material agreement to which the Company and Executive are parties, or (D) notice by the Company that the Term shall not be renewed pursuant to Section 2 hereof. For the avoidance of doubt, Good Reason shall not be deemed to exist as a result of either the execution of this Agreement or any changes to the terms and conditions of Executive’s employment contemplated herein.

     (v) “Disability” means, as determined by the Company or the Managing Member in good faith, Executive’s inability, due to disability or incapacity, to perform all of his duties hereunder on a full-time basis (i) for periods aggregating ninety (90) days, whether or not continuous, in any continuous period of 365 days or, (ii) where Executive’s absence is adversely affecting the performance of the Company in a significant manner for periods

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greater than thirty (30) days and Executive does not resume his duties on a full-time basis within ten (10) days after receipt of written notice of the Company’s or the Managing Member’s determination under this clause (ii).

          (j) Resignation as Officer or Director. Upon a termination of employment for any reason, Executive shall resign each position (if any) that he then holds as an officer or director of the Company and any of its subsidiaries. Executive’s execution of this Agreement shall be deemed the grant by Executive to the officers of the Company of a limited power of attorney to sign in Executive’s name and on Executive’s behalf any such documentation as may be required to be executed solely for the limited purposes of effectuating such resignations.

     6. RESTRICTIVE COVENANTS. By virtue of Executive’s employment with the Company, Executive acknowledges that, during the period of his employment with the Company, he shall have access to the Company’s Confidential Information (as defined below), will meet and develop relationships with the Company’s potential and existing suppliers, financing sources, clients, customers and employees, and will receive specialized training in, and knowledge of, the mortgage lending business.

          (a) Noncompetition. Executive agrees that during the period of his employment with the Company and for the twelve (12) month period immediately following termination of such employment for any reason, Executive shall not, anywhere in the United States, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, shareholder of a closely held corporation or shareholder in excess of five (5%) percent of a publicly traded corporation, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with (i) the mortgage lending business of the Company or its subsidiaries (including, but not limited to, the business of originating, servicing or owning residential mortgages and related assets), provided that nothing herein shall prohibit Executive from personal investment in residential mortgages and related assets or (ii) any other business (A) in which the Company or its subsidiaries is engaged at the time of Executive’s termination of employment, or which is part of the Company’s Developing Business and (B) in which Executive learns Confidential Information or meets and develops relationships with potential and existing suppliers, financing sources, clients, customers and employees or in which Executive receives specialized training or knowledge. For purposes of the foregoing, “Developing Business” shall mean the new business concepts and services the Company has developed and is in the process of developing during Executive’s employment with the Company. Executive further covenants and agrees that this restrictive covenant is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company and its respective affiliates, imposes no undue hardship on Executive, is not injurious to the public, and that any violation of this restrictive covenant shall be specifically enforceable in any court with jurisdiction upon short notice.

          (b) Customer and Client Noninterference and Nonsolicitation. Executive agrees that during the period of his employment with the Company and for the one (1) year period immediately following the date of termination of Executive’s employment with the Company for any reason or no reason, Executive shall not, directly or indirectly, (i) encourage,

7

persuade, or attempt to encourage or persuade any client or customer of the Company or its subsidiaries, or potential client or customer of the Company or its subsidiaries, in each case, with which or with whom Executive was involved as part of Executive’s job responsibilities during the Executive’s employment with the Company or regarding which or whom Executive learned Confidential Information during Executive’s employment with the Company, to cease or refrain from doing business with or to reduce its current or contemplated level of doing business with the Company or its subsidiaries; or (ii) contact, solicit, or attempt to contact or solicit any client or customer of the Company or its subsidiaries, or potential client or customer of the Company or its subsidiaries, in each case, with which or with whom Executive was involved as part of Executive’s job responsibilities during Executive’s employment with the Company or regarding which or whom Executive learned confidential information during Executive’s employment with the Company, for purposes of soliciting any business in the Company or its subsidiaries is engaged.

          (c) Employee Nonsolicitation, No-Hire. Executive agrees that during the period of his employment with the Company and for the one (1) year period immediately following the date of termination of Executive’s employment with the Company for any reason or no reason, Executive shall not, directly or indirectly, (i) solicit or induce any officer, director, employee, agent or consultant of the Company or any of its successors, assigns, subsidiaries or affiliates to terminate his, her or its employment or other relationship with the Company or its successors, assigns, subsidiaries or affiliates, or otherwise encourage any such person or entity to leave or sever his, her or its employment or other relationship with the Company or its successors, assigns, subsidiaries or affiliates, for any other reason or (ii) hire any individual who left the employ of the Company or any of its affiliates during the immediately preceding one (1) year period.

          (d) Disparaging Comments. Executive agrees that during the Term and thereafter, Executive shall not make any disparaging or defamatory comments regarding the Company or, after termination of his employment relationship with the Company, make any comments concerning any aspect of the termination of their relationship. The obligations of Executive under this subparagraph shall not apply to disclosures required by applicable law, regulation or order of any court or governmental agency. The Company agrees that during the Term and thereafter, the Company shall not make any disparaging or defamatory comments regarding Executive or, after termination of his employment relationship with the Company, make any comments concerning any aspect of the termination of such relationship. The obligations of the Company under this subparagraph shall not apply to disclosures required by applicable law, regulation or order of any court or governmental agency.

          Nothing contained in this Section 6 shall limit any common law or statutory obligation that Executive may have to the Company or any of its affiliates. For purposes of this Section 6 and Section 7, the “Company” refers to the Company and any incorporated or unincorporated affiliates of the Company, including any entity which becomes Executive’s employer as a result of any reorganization or restructuring of the Company for any reason. The Company shall be entitled, in connection with its tax planning or other reasons, to terminate Executive’s employment (which termination shall not be considered a termination without Cause or give rise to any severance or post-termination payments or benefits for purposes of this

8

Agreement or otherwise) in connection with an invitation from another affiliate of the Company to accept employment with such affiliate.

     7. CONFIDENTIALITY. All books of account, records, systems, correspondence, documents, and any and all other data, in whatever form, concerning or containing any reference to the works and business of the Company or its affiliated companies shall belong to the Company and shall be given up to the Company whenever the Company requires Executive to do so. Executive agrees that Executive shall not at any time during the Term or thereafter, without the Company’s prior written consent, disclose to any person (individual or entity) any information or any trade secrets, plans or other information or data, in whatever form, (including, without limitation, (i) any financing strategies and practices, pricing information and methods, training and operational procedures, advertising, marketing, and sales information or methodologies or financial information and (ii) any Proprietary Information (as defined below)), concerning the Company’s or any of its affiliated companies’ or customers’ practices, businesses, procedures, systems, plans or policies (collectively, “Confidential Information”), nor shall Executive utilize any such Confidential Information in any way or communicate with or contact any such customer other than in connection with Executive’s employment by the Company. Executive hereby confirms that all Confidential Information constitutes the Company’s exclusive property, and that all of the restrictions on Executive’s activities contained in this Agreement and such other nondisclosure policies of the Company are required for the Company’s reasonable protection. Confidential Information shall not include any information that has otherwise been disclosed to the public not in violation of this Agreement. This confidentiality provisions shall survive the termination of this Agreement and shall not be limited by any other confidentiality agreements entered into with the Company or any of its affiliates.

          Executive agrees that he shall promptly disclose to the Company in writing all information and inventions generated, conceived or first reduced to practice by him alone or in conjunction with others, during or after working hours, while in the employ of the Company (all of which is collectively referred to in this Agreement as “Proprietary Information”); provided, however, that such Proprietary Information shall not include (i) any information that has otherwise been disclosed to the public not in violation of this Agreement and (ii) general business knowledge and work skills of Executive, even if developed or improved by Executive while in the employ of the Company. All such Proprietary Information shall be the exclusive property of the Company and is hereby assigned by Executive to the Company. Executive’s obligation relative to the disclosure to the Company of such Proprietary Information anticipated in this Section 7 shall continue beyond Executive’s termination of employment and Executive shall, at the Company’s expense, give the Company all assistance it reasonably requires to perfect, protect and use its right to the Proprietary Information. In addition, Executive agrees that he will not disclose to or use on behalf of the Company any proprietary information of a third party without that party’s consent.

     8. ASSIGNMENT. This Agreement, and all of the terms and conditions hereof, shall bind the Company and its successors and assigns and shall bind Executive and Executive’s heirs, executors and administrators. No transfer or assignment of this Agreement shall release the Company from any obligation to Executive hereunder. Neither this Agreement, nor any of

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the Company’s rights or obligations hereunder, may be assigned or otherwise subject to hypothecation by Executive. The Company may assign the rights and obligations of the Company hereunder, in whole or in part, to any of the Company’s subsidiaries, affiliates or parent corporations, or to any other successor or assign in connection with the sale of all or substantially all of the Company’s assets or stock or in connection with any merger, acquisition and/or reorganization, provided the assignee assumes the obligations of the Company hereunder.

     9. GENERAL.

          (a) Notices. Any notices provided hereunder must be in writing and shall be deemed effective upon the earlier of one (1) business day following personal delivery (including personal delivery by facsimile), or the third business day after mailing by first class mail to the recipient at the address indicated below:

          To the Company:

Attn: General Counsel
Nationstar Mortgage LLC
350 Highland Drive
Lewisville, Texas 75067
Attention: General Counsel
Facsimile: 469.549.2085

          With a copy to:

Attn: General Counsel
FIF HE Holdings LLC
c/o Fortress Investment Group LLC
1345 Avenue of Americas
New York, New York 10105
Attention: Randal A. Nardone
Facsimile: 212.798.6120

          With a copy to:

Regina Olshan
Skadden, Arps, Slate, Meagher and Flom LLP
4 Times Square
New York, New York 10036
Fascimile: 917.777.3963

          To Executive:

Amar Patel
922 Moss Haven Dr.
Dallas, TX_75231
Facsimile: 972.966.4900

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or to such other address or to the attention of such other person as the recipient party will have specified by prior written notice to the sending party.

          (b) Severability. Any provision of this Agreement which is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this paragraph be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provisions of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable because its scope is considered excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable.

          (c) Entire Agreement. This document constitutes the final, complete, and exclusive embodiment of the entire agreement and understanding between the parties related to the subject matter hereof and supersedes and preempts any prior or contemporaneous understandings, agreements, or representations by or between the parties, written or oral.

          (d) Counterparts. This Agreement may be executed on separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same agreement.

          (e) Amendments. No amendments or other modifications to this Agreement may be made except by a writing signed by all parties. No amendment or waiver of this Agreement requires the consent of any individual, partnership, corporation or other entity not a party to this Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any third person any rights or remedies under or by reason of this Agreement.

          (f) Choice of Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws of the State of Texas without giving effect to principles of conflicts of law of such state.

          (g) Survivorship. The provisions of this Agreement necessary to carry out the intention of the parties as expressed herein shall survive the termination or expiration of this Agreement.

          (h) Waiver. The waiver by either party of the other party’s prompt and complete performance, or breach or violation, of any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation, and the failure by any party hereto to exercise any right or remedy which it may possess hereunder shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation. No waiver shall be deemed to have occurred unless set forth in a writing executed by or on behalf of the waiving party. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

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          (i) Captions. The captions of this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision hereof.

          (j) Construction. The parties acknowledge that this Agreement is the result of arm’s-length negotiations between sophisticated parties each afforded representation by legal counsel. Each and every provision of this Agreement shall be construed as though both parties participated equally in the drafting of the same, and any rule of construction that a document shall be construed against the drafting party shall not be applicable to this Agreement.

          (k) Arbitration. Except as necessary for the Company and its subsidiaries, affiliates, successors or assigns or Executive to specifically enforce or enjoin a breach of this Agreement (to the extent such remedies are otherwise available), the parties agree that any and all disputes that may arise in connection with, arising out of or relating to this Agreement, or any dispute that relates in any way, in whole or in part, to Executive’s services on behalf of the Company or any subsidiary, the termination of such services or any other dispute by and between the parties or their subsidiaries, affiliates, successors or assigns, shall be submitted to binding arbitration in Dallas, Texas according to the National Employment Dispute Resolution Rules and procedures of the American Arbitration Association. The parties agree that the prevailing party in any such dispute shall be entitled to reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which he or it may be entitled. This arbitration obligation extends to any and all claims that may arise by and between the parties or their subsidiaries, affiliates, successors or assigns, and expressly extends to, without limitation, claims or causes of action for wrongful termination, impairment of ability to compete in the open labor market, breach of an express or implied contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and claims under the United States Constitution, and applicable state and federal fair employment laws, federal and state equal employment opportunity laws, and federal and state labor statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Fair Labor Standards Act, as amended, the Americans With Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Age Discrimination in Employment Act of 1967, as amended, and any other state or federal law.

          (l) Specific Performance. Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 6 or Section 7 would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened beach. In recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond or needing to prove the inadequacy of monetary damages, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.

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          (m) Section 409A. It is intended that (i) each installment of the payments provided under this Agreement is a separate “payment” for purposes of Section 409A of the Code, and (ii) the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(9)(iii), and 1.409A-1(b)(9)(v). Notwithstanding anything contained to the contrary in this Agreement, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to Executive under Section 5 of this Agreement until Executive would be considered to have incurred a “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company (relating to his employment). Notwithstanding anything to the contrary in this Agreement, if the Company determines (1) that on the date Executive’s employment with the Company terminates or at such other time that the Company determines to be relevant, Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company and (2) that any payments to be provided to Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code, if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six (6) months after the date of Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or, if earlier, the date of Executive’s death. Any payments delayed pursuant to this Section 9(m) shall be made in a lump sum on the first day of the seventh (7^th) month following Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)), or, if earlier, the date of Executive’s death. In addition, to the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which Executive participates during the Term or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (x) the amount eligible for reimbursement or payment under such plan or arrangement in one (1) calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), and (y) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred.

     10. EXECUTIVE REPRESENTATION AND ACCEPTANCE. By signing this Agreement, Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound, (b) Executive is not a party to or bound by any employment agreement, noncompetition agreement or confidentiality agreement with any other person or entity that would interfere with the execution, delivery or performance of this Agreement by Executive, and (c) this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms.

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     11. COMPANY REPRESENTATION AND ACCEPTANCE. By signing this Agreement, the Company hereby represents and warrants to Executive that (a) the Company has all required power and authority to enter into, deliver, and perform its obligations under this Agreement, (b) the execution, delivery and performance of this Agreement by the Company have been duly authorized by all necessary action on the part of the Company and does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Company is a party or by which the Company is bound, and (c) this Agreement shall be the valid and binding obligation of the Company, enforceable in accordance with its terms.

     12. EFFECTIVENESS. This agreement shall become effective as of the Effective Date, it being understood that the Executive shall have no rights hereunder and the Company shall have no duties or obligations hereunder until this Agreement shall become effective; provided, however, that this Agreement is a binding obligation which cannot be revoked or terminated by either party except as provided herein.

[Remainder of page is left blank intentionally]

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     IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND THEREOF, the parties hereto have executed and delivered this Agreement as of the year and date first above written.

NATIONSTAR MORTGAGE LLC
By:	/s/ Anthony H. Barone
	Signature
	Anthony H. Barone
	Print Name
	Title:	President & CEO
EXECUTIVE
By:	/s/ Amar Patel
	Amar Patel
	Print Name

EX-10.11

Exhibit 10.11

RESTRICTED SERIES 1 PREFERRED STOCK UNIT AWARD AGREEMENT
UNDER THE FIF HE HOLDINGS LLC
FIFTH AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT

          This Award Agreement (this “Agreement”), dated as of [   ] (the “Grant Date”), is made by and between FIF HE Holdings LLC (the “Company”) and [   ] (the “Participant”).

          WHEREAS, the Company has adopted the FIF HE Holdings LLC Fifth Amended and Restated Limited Liability Company Agreement, dated as of [   ] (the “LLC Agreement”), which is incorporated herein by reference and made a part of this Agreement. Capitalized terms not otherwise defined herein shall have the same meanings as in the LLC Agreement; and

          WHEREAS, the Company has determined that it would be in the best interests of the Company and its members to grant the restricted preferred stock units (the “RSUs”) relating to Series 1 Class C Preferred Units (the “Class C Units”) and Series 1 Class D Preferred Units (the “Class D Units” and together with the Class C Units, the “Units”) provided for herein to the Participant pursuant to this Agreement and the LLC Agreement.

          NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

          1. Award of RSUs. Subject to the terms and conditions hereof, the Company hereby grants to the Participant (i) [   ] RSUs with respect to Class C Units and (ii) [   ] RSUs with respect to Class D Units (collectively, the “Award”), and the Participant hereby accepts the grant of such RSUs from the Company.

          2. Vesting.

               (a) General. Subject to the provisions set forth in this Section 2, the RSUs granted to the Participant hereunder shall vest at such times and in the amounts set forth below, and the applicable Units with respect thereto shall be delivered to the Participant within sixty (60) days following each such date:

	Number of	Number of
Vesting Date	Class C Units	Class D Units
[   ]	[   ]	[   ]
[   ]	[   ]	[   ]
[   ]	[   ]	[   ]

subject in each case to the continued Employment of the Participant from the date hereof through the relevant “Vesting Date” set forth above, and provided that the Participant has not given or received notice of termination of Employment, as of each such Vesting Date.

               (b) Following Certain Terminations of Employment. Subject to the provisions of this Section 2(b), upon termination of the Participant’s Employment for any reason, any RSUs which have not vested pursuant to the terms of Section 2(a) shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without

consideration of any kind and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such RSUs. Notwithstanding the foregoing:

                    (i) Upon an involuntary termination of the Participant’s Employment without Cause during the six (6) month period following the occurrence of a Change in Control, 100% of the RSUs shall immediately become vested and the applicable Units with respect thereto shall be delivered to the Participant within sixty (60) days thereafter.

                    (ii) Upon an involuntary termination of the Participant’s Employment without Cause either (A) prior to the occurrence of a Change in Control or (B) more than six (6) months following the occurrence of a Change in Control, the number of RSUs that would have vested on the next scheduled vesting date (if any) pursuant to the schedule set forth in Section 2(a) shall immediately become vested and the applicable Units with respect thereto shall be delivered to the Participant within sixty (60) days thereafter.

                    (iii) Upon a termination of the Participant’s Employment either by the Participant for Good Reason or as a result of the death or Disability of the Participant, the number of RSUs that would have vested on the next scheduled vesting date (if any) pursuant to the schedule set forth in Section 2(a) shall immediately become vested and the applicable Units with respect thereto shall be delivered to the Participant within sixty (60) days thereafter; provided, however, that no termination of the Participant’s employment shall be deemed to be for Good Reason unless the condition giving rise to Good Reason constitutes a material negative change in the Participant’s employment relationship pursuant to Treasury Regulation section 1.409A-1(n)(2)(i).

               (c) Conversion of Company; Qualified Public Offering. Upon a conversion of the Company as set forth in Section 16.1 of the LLC Agreement, each RSU shall be subject to the terms of Section 16.1(c) of the LLC Agreement. Upon the consummation of a Qualified Public Offering, a proportion of the unvested shares into which such RSUs were converted pursuant to the immediately preceding sentence equal to the proportion of RSUs that would have vested on the next scheduled vesting date (if any) pursuant to the schedule set forth in Section 2(a) shall immediately become vested and the applicable Units with respect thereto shall be delivered to the Participant within sixty (60) days after the consummation of the Qualified Public Offering. The remaining unvested shares (if any) shall remain subject to their terms as in effect immediately prior to the conversion.

               (d) Change in Control. For purposes of this Agreement, “Change in Control” shall mean: (i) any sale or other disposition of all or substantially all of the assets of the Company (including without limitation by way of a merger or consolidation or through the sale of all or substantially all of the stock or equity of the Subsidiaries or sale of all or substantially all of the assets of the Company and the Subsidiaries, taken as a whole) to another person other than an Affiliate of Fortress Investment Group LLC if, immediately after giving effect thereto, any Person (or group of Persons acting in concert), other than the Persons owning a majority of the Class A Units (or other voting power of the Company) prior to such sale (together with their Affiliates), will have the power to elect the Company Manager (or other similar governing Person(s) or body) of the purchaser or surviving company; or (ii) any change in the ownership of the capital or equity of the Company if, immediately after giving effect thereto, the persons owning a majority of the Class A

2

Units (or other voting power of the Company) prior to such change (together with their Affiliates) shall own, in the aggregate, less than 50% of the equity interests of the Company.

          3. Preferred Stock Units. Upon vesting, (i) each RSU with respect to Class C Units granted hereunder shall represent the right to receive one (1) Class C Unit and (ii) each RSU with respect to Class D Units granted hereunder shall represent the right to receive one (1) Class D Unit, in each case, in accordance with the applicable schedule set forth in Section 2. The Class C Units or Class D Units deliverable hereunder shall be Class C Units or Class D Units previously issued to another member of the Company (“Outstanding Units”). Participant acknowledges and agrees that (a) Outstanding Units may have accrued and unpaid Series 1 Class C Preferred Yield or accrued and unpaid Series 1 Class D Preferred Yield (“Preferred Yield”) associated with such Outstanding Units, (b) Participant shall not be entitled to retain any Preferred Yield associated with such Outstanding Units relating to the period prior to January 1, 2010 (“Pre-2010 Preferred Yield”), (c) Participant shall be entitled to retain any Preferred Yield associated with such Outstanding Units relating to the period from and after the January 1, 2010 (“Retained Preferred Yield”) offset by any payments made with respect to distributions relating to Retained Preferred Yield under Section 5 (so that in no event shall there be any duplication of payments), (d) all payments made with respect to any Outstanding Units shall be deemed made first with respect to Pre-2010 Preferred Yield, and only after all such Pre-2010 Preferred Yield has been fully paid, then to the Retained Preferred Yield, (e) Participant agrees to convey to the transferor of such Outstanding Units any payments with respect to Pre-2010 Preferred Yield that the Company mistakenly pays to Participant, and (f) Participant shall execute and deliver to the Company and/or the transferor of any such Outstanding Units any additional documents necessary or desirable to effectuate the foregoing.

          4. Treatment of Units Upon Termination of Employment. Series 1 shall have the right to exercise a right to purchase all or a portion of the Class C Units and Class D Units held by the Participant within thirty (30) days after the Participant’s termination of Employment (for any reason) with the Company or its Subsidiaries (the “Repurchase Rights”). If Series 1 does not exercise its Repurchase Rights, the Fortress Holders shall have the right (but not the obligation) to exercise the Repurchase Rights on the same terms and conditions as applicable to Series 1 in this Section 4 and all references to Series 1 in this Section 4 shall be read to include the Fortress Holders to the extent the Fortress Holders exercise the Repurchase Rights. If the Repurchase Rights are exercised by Series 1 with respect to the Class C Units or Class D Units upon the termination of the Participant’s employment, the Participant shall receive, no later than ninety (90) days following the date on which the Repurchase Rights are exercised, an amount equal to the sum of (i) the Invested Capital and any accrued and unpaid Series 1 Class C Preferred Yield of each Class C Unit repurchased by the Company less the unpaid Pre-2010 Preferred Yield relating to such Series 1 Class C Unit and (ii) the Invested Capital and any accrued and unpaid Series 1 Class D Preferred Yield of each Class D Unit repurchased by the Company less the unpaid Pre-2010 Preferred Yield relating to such Series 1 Class D Unit. In connection with any exercise of Repurchase Rights pursuant to this Section 4, the Participant agrees to execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, all instruments and documents that may be reasonably requested by Series 1 in connection therewith.

          5. Dividend Equivalents; Rights as a Member. Prior to the delivery of a Unit pursuant to Section 2, the Participant shall have no rights of a Member of the Company with respect to such Unit or the related RSU, including, without limitation, the right to vote such Units, the right to consent with respect to such Units or, except as provided below, the right receive the current

3

payment or accrual of any cash distributions declared by the Company with respect to such Units. Prior to delivery of a Unit pursuant to Section 2, if the Company pays a distribution to holders of Class C Units or Class D Units, then, within five days after the date such distribution is paid, the Participant shall be entitled to receive a payment equal to the product of (i) the per unit amount of such distribution (excluding any portion of such distribution that relates to Pre-2010 Preferred Yield), and (ii) the number of RSUs held by the Participant that relate to that class of unit.

          6. Transfer of RSUs. Except as otherwise permitted by the Manager, the Participant may not Transfer the RSUs. Notwithstanding anything set forth to the contrary in Section 9.1 of the LLC Agreement, except as otherwise permitted by the Manager (or, if applicable, the board of directors of the resulting entity), the Participant may not Transfer the Units on or after a Qualified Public Offering unless the Participant has received prior written consent of the Company Manager and applicable Series Manager with respect to any such Transfer and has complied with the provisions of Sections 9.2 and 9.3 of the LLC Agreement. Unless the Manager (or, if applicable, the board of directors of the resulting entity) determines otherwise, upon any attempt by the Participant to Transfer the RSUs or Units in violation of this Section 6, such RSUs or Units, as applicable, shall be immediately forfeited by the Participant without payment of any consideration.

          7. Certain Covenants. By executing this Agreement, the Participant agrees to comply with all applicable restrictive covenants contained in any agreement between the Company and the Participant (the “Restrictive Covenants”) and acknowledges that the Participant’s obligations with respect to the Restrictive Covenants constitutes a material inducement for the Company’s grant of the Award to the Participant.

          8. No Right to Continued Employment. The granting of the Award evidenced hereby and this Agreement shall impose no obligation on the Company to continue the Employment of the Participant and shall not lessen or affect the Company’s right to terminate the Employment of the Participant.

          9. Notices. Any notices provided hereunder must be in writing and shall be deemed effective one (1) business day following personal delivery (including personal delivery by facsimile and confirmation of receipt) or overnight delivery by a courier of national reputation to the recipient at the address indicated below:

To the Company:

FIF HE Holdings LLC
c/o Fortress Investment Group LLC
1345 Avenue of Americas
New York, New York 10105
Attention: Randal A. Nardone
Facsimile: 212.798.6120

4

With a copy, which shall not constitute notice, to:

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Attention: Regina Olshan
Facsimile: 917.777.3963

To the Participant:

[   ]
Facsimile: [_______]

or to such other address or facsimile number or to the attention of such other person as the recipient party will have specified by prior written notice to the sending party.

          10. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

          11. Arbitration. Except as necessary for the Company and its successors or assigns or the Participant to specifically enforce or enjoin a breach of this Agreement (to the extent such remedies are otherwise available), the parties agree that any and all disputes that may arise in connection with, arising out of or relating to this Agreement shall be submitted to binding arbitration in Dallas, Texas according to the National Employment Dispute Resolution Rules and procedures of the American Arbitration Association. The parties agree that the prevailing party in any such dispute shall be entitled to reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which he or it may be entitled.

          12. Specific Performance. The Participant acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of the Restrictive Covenants would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened beach. In recognition of this fact, the Participant agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond or needing to prove the inadequacy of monetary damages, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.

          13. Tax Issues. THE ISSUANCE OF THE SUBJECT RSUs AND THE RELATED UNITS TO THE PARTICIPANT PURSUANT TO THIS AGREEMENT INVOLVES COMPLEX AND SUBSTANTIAL TAX CONSIDERATIONS. THE PARTICIPANT ACKNOWLEDGES THAT HE HAS CONSULTED HIS OWN TAX ADVISOR WITH RESPECT TO THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER TO THE PARTICIPANT REGARDING THE TAX CONSEQUENCES OF THE GRANT OF THE RSUs OR THE UNITS SUBJECT TO THIS AWARD OR THIS AGREEMENT. THE PARTICIPANT

5

ACKNOWLEDGES AND AGREES THAT THE PARTICIPANT SHALL BE SOLELY RESPONSIBLE FOR ANY TAXES ON THE SUBJECT RSUs AND RELATED UNITS AND SHALL HOLD THE COMPANY, AND ALL OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ADVISORS OF THE COMPANY HARMLESS FROM ANY LIABILITY ARISING FROM ANY TAXES INCURRED BY THE PARTICIPANT IN CONNECTION WITH THE RSUs AND THE UNITS SUBJECT TO THE AWARD AND THIS AGREEMENT.

          14. Tax Withholding. The Participant shall pay to the Company promptly upon request, and in any event at the time the Participant recognizes taxable income in respect to the RSUs, an amount equal to the taxes the Company determines it is required to withhold at the lowest applicable rate determined by the Company under applicable tax laws with respect to the RSUs. The Participant may satisfy the foregoing requirement by making a payment to the Company in cash or by electing to have the Company withhold RSUs from delivery or by delivering already owned unrestricted RSUs to the Company, in each case, RSUs having a value equal to, or less than, the minimum amount of tax required to be withheld, and paying any balance of the amount required to satisfy withholding requirements in cash. Such RSUs shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determined.

          15. Award Subject to this Agreement and the LLC Agreement. By entering into this Agreement the Participant agrees and acknowledges that the Participant has received and read this Agreement and a copy of the LLC Agreement. The Award is subject to the LLC Agreement, as it may be amended from time to time, and the terms and provisions of the LLC Agreement are hereby incorporated herein by reference. The Participant agrees to be bound by the terms and provisions of the LLC Agreement.

          16. Waivers and Amendments. The respective rights and obligations of the Company and the Participant under this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or indefinitely) by such respective party. This Agreement may be amended only with the written consent of a duly authorized representative of the Company and the Participant.

          17. Certificates. All certificates, if any, evidencing Units or other securities of the Company delivered under this Agreement shall be subject to such stop transfer orders and other restrictions as the Company may deem advisable under this Agreement or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such securities are then listed, and any applicable Federal or state laws, and the Company may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

          18. Severability. If any provision of this Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify this Agreement or any Award under any law deemed applicable by the Company, such provision shall be construed or deemed amended to conform to such applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Company, materially altering the intent of this Agreement or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of this Agreement and any such Award shall remain in full force and effect.

6

          19. Section 409A Compliance. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payment shall be due to the Participant under this Agreement until the Participant would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreement, to the extent that any RSUs are payable upon a separation from service and such payment would result in the imposition of any individual excise tax and late interest charges imposed under Section 409A of the Code, the settlement and payment of such awards shall instead be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier).

          20. Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

          21. Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

7

          IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND THEREOF, the parties hereto have executed and delivered this Agreement as of the year and date first above written.

COMPANY
By:
	Signature
	Print Name
	Title:
	Dated:
PARTICIPANT
By:
	Signature
	Print Name
	Title:
	Dated:

EX-10.12

Exhibit 10.12

SERIES 1 CLASS A UNIT AWARD AGREEMENT
UNDER THE FIF HE HOLDINGS LLC
FIFTH AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT

          This Award Agreement (this “Agreement”), dated as of [   ] (the “Grant Date”), is made by and between FIF HE Holdings LLC (the “Company”) and [   ] (the “Participant”).

          WHEREAS, the Company has adopted the FIF HE Holdings LLC Fifth Amended and Restated Limited Liability Company Agreement, dated as of [   ] (the “LLC Agreement”), which is incorporated herein by reference and made a part of this Agreement. Capitalized terms not otherwise defined herein shall have the same meanings as in the LLC Agreement; and

          WHEREAS, the Company has determined that it would be in the best interests of the Company and its members to grant the Series 1 Class A Units (the “Units”) provided for herein to the Participant pursuant to this Agreement and the LLC Agreement.

          NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

          1. Award of Units. Subject to the terms and conditions hereof, the Company hereby grants to the Participant [ ] Units (the “Award”), and the Participant hereby accepts the grant of such Units from the Company. For the avoidance of doubt, the Participant shall not be required to make a capital contribution with respect to the Units granted hereunder.

          2. Vesting.

               (a) General. Subject to the provisions set forth in this Section 2, the Units granted to the Participant hereunder shall vest as follows:

	Number of
Vesting Date	Units
[   ]	[   ]
[   ]	[   ]
[   ]	[   ]

subject in each case to the continued Employment of the Participant from the date hereof through the relevant “Vesting Date” set forth above, and provided that the Participant has not given or received notice of termination of Employment, as of each such Vesting Date.

               (b) Following Certain Terminations of Employment. Subject to the provisions of this Section 2(b), upon termination of the Participant’s Employment for any reason, any Units which have not vested pursuant to the terms of Section 2(a) shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Units. Except as otherwise provided in Section 3 hereof, the treatment of vested Units upon a termination of the

Participant’s Employment shall be as set forth in the LLC Agreement. Notwithstanding the foregoing:

                    (i) Upon an involuntary termination of the Participant’s Employment without Cause during the six (6) month period following the occurrence of a Change in Control, 100% of the unvested Units shall immediately become vested.

                    (ii) Upon an involuntary termination of the Participant’s Employment without Cause either (A) prior to the occurrence of a Change in Control or (B) more than six (6) months following the occurrence of a Change in Control, the number of Units that would have vested on the next scheduled vesting date (if any) pursuant to the schedule set forth in Section 2(a) shall immediately become vested.

                    (iii) Upon a termination of the Participant’s Employment either by the Participant for Good Reason or as a result of the death or Disability of the Participant, the number of Units that would have vested on the next scheduled vesting date (if any) pursuant to the schedule set forth in Section 2(a) shall immediately become vested.

               (c) Conversion of Company; Qualified Public Offering. Upon a conversion of the Company as set forth in Section 16.1 of the LLC Agreement, each Unit shall be subject to the terms of Section 16.1(a) of the LLC Agreement. Upon the consummation of a Qualified Public Offering, a proportion of the unvested shares into which such Units were converted pursuant to the immediately preceding sentence equal to the proportion of Units that would have vested on the next scheduled vesting date (if any) pursuant to the schedule set forth in Section 2(a) shall immediately become vested and shall be delivered to the Participant within sixty (60) days after the consummation of the Qualified Public Offering. The remaining unvested shares (if any) shall remain subject to their terms as in effect immediately prior to the conversion.

               (d) Change in Control. For purposes of this Agreement, “Change in Control” shall mean: (i) any sale or other disposition of all or substantially all of the assets of the Company (including without limitation by way of a merger or consolidation or through the sale of all or substantially all of the stock or equity of the Subsidiaries or sale of all or substantially all of the assets of the Company and the Subsidiaries, taken as a whole) to another person other than an Affiliate of Fortress Investment Group LLC if, immediately after giving effect thereto, any Person (or group of Persons acting in concert), other than the Persons owning a majority of the Class A Units (or other voting power of the Company) prior to such sale (together with their Affiliates), will have the power to elect the Company Manager (or other similar governing Person(s) or body) of the purchaser or surviving company; or (ii) any change in the ownership of the capital or equity of the Company if, immediately after giving effect thereto, the persons owning a majority of the Class A Units (or other voting power of the Company) prior to such change (together with their Affiliates) shall own, in the aggregate, less than 50% of the equity interests of the Company.

          3. Treatment of Vested Series 1 Class A Units Upon Termination of Employment. Notwithstanding anything set forth to the contrary in Sections 9.11.3 and 9.11.4 of the LLC Agreement, if the Repurchase Rights are exercised by the applicable Series upon the termination of the Participant’s Employment, the Participant shall receive, no later than ninety (90) days following the date on which the Repurchase Rights are exercised, an amount per each vested Series 1 Class A Unit held by the Participant, whether granted pursuant to this Agreement or

2

otherwise, and including, for the avoidance of doubt, any applicable Purchased Units and Company Match Class A Units (each such Series 1 Class A Unit, a “Management Unit”), equal to the Fair Market Value of a Class A Unit as of the date of termination; provided, however, that if the Participant’s Employment is terminated for Cause, the amount per each Management Unit shall instead be equal to the lesser of (i) the Fair Market Value of a Class A Unit as of the date of termination and (ii) the Fair Market Value of a Class A Unit as of the Grant Date. Notwithstanding anything set forth to the contrary in Section 9.11.5 of the LLC Agreement, the Participant shall not have the right to elect to require a Series to exercise its Repurchase Rights with respect to the Management Units upon any termination of the Participant’s Employment.

          4. Certain Covenants. By executing this Agreement, the Participant agrees to comply with all applicable restrictive covenants contained in any agreement between the Company and the Participant (the “Restrictive Covenants”) and acknowledges that the Participant’s obligations with respect to the Restrictive Covenants constitutes a material inducement for the Company’s grant of the Award to the Participant.

          5. No Right to Continued Employment. The granting of the Award evidenced hereby and this Agreement shall impose no obligation on the Company to continue the Employment of the Participant and shall not lessen or affect the Company’s right to terminate the Employment of the Participant.

          6. Notices. Any notices provided hereunder must be in writing and shall be deemed effective one (1) business day following personal delivery (including personal delivery by facsimile and confirmation of receipt) or overnight delivery by a courier of national reputation to the recipient at the address indicated below:

To the Company:

FIF HE Holdings LLC
c/o Fortress Investment Group LLC
1345 Avenue of Americas
New York, New York 10105
Attention: Randal A. Nardone
Facsimile: 212.798.6120

With a copy, which shall not constitute notice, to:

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Attention: Regina Olshan
Facsimile: 917.777.3963

To the Participant:

[   ]
Facsimile: [_______]

or to such other address or facsimile number or to the attention of such other person as the recipient party will have specified by prior written notice to the sending party.

3

          7. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

          8. Arbitration. Except as necessary for the Company and its successors or assigns or the Participant to specifically enforce or enjoin a breach of this Agreement (to the extent such remedies are otherwise available), the parties agree that any and all disputes that may arise in connection with, arising out of or relating to this Agreement shall be submitted to binding arbitration in Dallas, Texas according to the National Employment Dispute Resolution Rules and procedures of the American Arbitration Association. The parties agree that the prevailing party in any such dispute shall be entitled to reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which he or it may be entitled.

          9. Specific Performance. The Participant acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of the Restrictive Covenants would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened beach. In recognition of this fact, the Participant agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond or needing to prove the inadequacy of monetary damages, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.

          10. Tax Issues. THE ISSUANCE OF THE SUBJECT UNITS TO THE PARTICIPANT PURSUANT TO THIS AGREEMENT INVOLVES COMPLEX AND SUBSTANTIAL TAX CONSIDERATIONS, INCLUDING, WITHOUT LIMITATION, CONSIDERATION OF THE ADVISABILITY OF THE PARTICIPANT MAKING AN ELECTION UNDER SECTION 83(b) OF THE CODE. THE PARTICIPANT ACKNOWLEDGES THAT HE HAS CONSULTED HIS OWN TAX ADVISOR WITH RESPECT TO THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER TO THE PARTICIPANT REGARDING THE TAX CONSEQUENCES OF THE GRANT OF THE UNITS SUBJECT TO THIS AWARD OR THIS AGREEMENT. THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE PARTICIPANT SHALL BE SOLELY RESPONSIBLE FOR ANY TAXES ON THE SUBJECT UNITS AND SHALL HOLD THE COMPANY, AND ALL OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ADVISORS OF THE COMPANY HARMLESS FROM ANY LIABILITY ARISING FROM ANY TAXES INCURRED BY THE PARTICIPANT IN CONNECTION WITH THE UNITS SUBJECT TO THE AWARD AND THIS AGREEMENT.

          11. Tax Withholding. Upon vesting of the Units granted hereunder, the Participant shall pay to the Company an amount equal to the taxes the Company determines it is required to withhold at the lowest applicable rate determined by the Company under applicable tax laws with respect to the Units. The Participant may satisfy the foregoing requirement by making a payment to the Company in cash or by electing to have the Company withhold Units from delivery or by delivering already owned unrestricted Units to the Company, in each case, such Units having a value equal to, or less than, the minimum amount of tax required to be withheld, and paying any

4

balance of the amount required to satisfy withholding requirements in cash. Such Units shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determined.

          12. Award Subject to this Agreement and the LLC Agreement. By entering into this Agreement the Participant agrees and acknowledges that the Participant has received and read this Agreement and a copy of the LLC Agreement. The Award is subject to the LLC Agreement, as it may be amended from time to time, and the terms and provisions of the LLC Agreement are hereby incorporated herein by reference. The Participant agrees to be bound by the terms and provisions of the LLC Agreement.

          13. Waivers and Amendments. The respective rights and obligations of the Company and the Participant under this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or indefinitely) by such respective party. This Agreement may be amended only with the written consent of a duly authorized representative of the Company and the Participant.

          14. Certificates. All certificates, if any, evidencing Units or other securities of the Company delivered under this Agreement shall be subject to such stop transfer orders and other restrictions as the Company may deem advisable under this Agreement or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such securities are then listed, and any applicable Federal or state laws, and the Company may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

          15. Severability. If any provision of this Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify this Agreement or any Award under any law deemed applicable by the Company, such provision shall be construed or deemed amended to conform to such applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Company, materially altering the intent of this Agreement or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of this Agreement and any such Award shall remain in full force and effect.

          16. Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. Except as otherwise set forth in the LLC Agreement with respect to vested Units, the Participant may not assign any rights or obligations that the Participant may have with respect to the Units granted hereunder.

          17. Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

5

     IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND THEREOF, the parties hereto have executed and delivered this Agreement as of the year and date first above written.

COMPANY
By:
	Signature
	Print Name
	Title:
	Dated:
PARTICIPANT
By:
	Signature
	Print Name
	Title:
	Dated:

EX-10.13

Exhibit 10.13

SERIES 2 CLASS A UNIT AWARD AGREEMENT
UNDER THE FIF HE HOLDINGS LLC
FIFTH AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT

          This Award Agreement (this “Agreement”), dated as of [    ] (the “Grant Date”), is made by and between FIF HE Holdings LLC (the “Company”) and [    ] (the “Participant”).

          WHEREAS, the Company has adopted the FIF HE Holdings LLC Fifth Amended and Restated Limited Liability Company Agreement, dated as of [    ] (the “LLC Agreement”), which is incorporated herein by reference and made a part of this Agreement. Capitalized terms not otherwise defined herein shall have the same meanings as in the LLC Agreement; and

          WHEREAS, the Company has determined that it would be in the best interests of the Company and its members to grant the Series 2 Class A Units (the “Units”) provided for herein to the Participant pursuant to this Agreement and the LLC Agreement.

          NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

          1. Award of Units. Subject to the terms and conditions hereof, the Company hereby grants to the Participant [    ] Units (the “Award”), and the Participant hereby accepts the grant of such Units from the Company. For the avoidance of doubt, the Participant shall not be required to make a capital contribution with respect to the Units granted hereunder.

          2. Vesting.

               (a) General. Subject to the provisions set forth in this Section 2, the Units granted to the Participant hereunder shall vest as follows:

	Number of
Vesting Date	Units
[  ]	[  ]
[  ]	[  ]
[  ]	[  ]

subject in each case to the continued Employment of the Participant from the date hereof through the relevant “Vesting Date” set forth above, and provided that the Participant has not given or received notice of termination of Employment, as of each such Vesting Date.

               (b) Following Certain Terminations of Employment. Subject to the provisions of this Section 2(b), upon termination of the Participant’s Employment for any reason, any Units which have not vested pursuant to the terms of Section 2(a) shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Units. Except as otherwise provided in Section 3 hereof, the treatment of vested Units upon a termination of the

Participant’s Employment shall be as set forth in the LLC Agreement. Notwithstanding the foregoing:

                    (i) Upon an involuntary termination of the Participant’s Employment without Cause during the six (6) month period following the occurrence of a Change in Control, 100% of the unvested Units shall immediately become vested.

                    (ii) Upon an involuntary termination of the Participant’s Employment without Cause either (A) prior to the occurrence of a Change in Control or (B) more than six (6) months following the occurrence of a Change in Control, the number of Units that would have vested on the next scheduled vesting date (if any) pursuant to the schedule set forth in Section 2(a) shall immediately become vested.

                    (iii) Upon a termination of the Participant’s Employment either by the Participant for Good Reason or as a result of the death or Disability of the Participant, the number of Units that would have vested on the next scheduled vesting date (if any) pursuant to the schedule set forth in Section 2(a) shall immediately become vested.

               (c) Conversion of Company; Qualified Public Offering. Upon a conversion of the Company as set forth in Section 16.1 of the LLC Agreement, each Unit shall be subject to the terms of Section 16.1(a) of the LLC Agreement. Upon the consummation of a Qualified Public Offering, a proportion of the unvested shares into which such Units were converted pursuant to the immediately preceding sentence equal to the proportion of Units that would have vested on the next scheduled vesting date (if any) pursuant to the schedule set forth in Section 2(a) shall immediately become vested and shall be delivered to the Participant within sixty (60) days after the consummation of the Qualified Public Offering. The remaining unvested shares (if any) shall remain subject to their terms as in effect immediately prior to the conversion.

               (d) Change in Control. For purposes of this Agreement, “Change in Control” shall mean: (i) any sale or other disposition of all or substantially all of the assets of the Company (including without limitation by way of a merger or consolidation or through the sale of all or substantially all of the stock or equity of the Subsidiaries or sale of all or substantially all of the assets of the Company and the Subsidiaries, taken as a whole) to another person other than an Affiliate of Fortress Investment Group LLC if, immediately after giving effect thereto, any Person (or group of Persons acting in concert), other than the Persons owning a majority of the Class A Units (or other voting power of the Company) prior to such sale (together with their Affiliates), will have the power to elect the Company Manager (or other similar governing Person(s) or body) of the purchaser or surviving company; or (ii) any change in the ownership of the capital or equity of the Company if, immediately after giving effect thereto, the persons owning a majority of the Class A Units (or other voting power of the Company) prior to such change (together with their Affiliates) shall own, in the aggregate, less than 50% of the equity interests of the Company.

          3. Treatment of Vested Series 2 Class A Units Upon Termination of Employment. Notwithstanding anything set forth to the contrary in Sections 9.11.3 and 9.11.4 of the LLC Agreement, if the Repurchase Rights are exercised by the applicable Series upon the termination of the Participant’s Employment, the Participant shall receive, no later than ninety (90) days following the date on which the Repurchase Rights are exercised, an amount per each vested Series 2 Class A Unit held by the Participant, whether granted pursuant to this Agreement or

2

otherwise, and including, for the avoidance of doubt, any applicable Purchased Units and Company Match Class A Units (each such Series 2 Class A Unit, a “Management Unit”), equal to the Fair Market Value of a Class A Unit as of the date of termination; provided, however, that if the Participant’s Employment is terminated for Cause, the amount per each Management Unit shall instead be equal to the lesser of (i) the Fair Market Value of a Class A Unit as of the date of termination and (ii) the Fair Market Value of a Class A Unit as of the Grant Date. Notwithstanding anything set forth to the contrary in Section 9.11.5 of the LLC Agreement, the Participant shall not have the right to elect to require a Series to exercise its Repurchase Rights with respect to the Management Units upon any termination of the Participant’s Employment.

          4. Certain Covenants. By executing this Agreement, the Participant agrees to comply with all applicable restrictive covenants contained in any agreement between the Company and the Participant (the “Restrictive Covenants”) and acknowledges that the Participant’s obligations with respect to the Restrictive Covenants constitutes a material inducement for the Company’s grant of the Award to the Participant.

          5. No Right to Continued Employment. The granting of the Award evidenced hereby and this Agreement shall impose no obligation on the Company to continue the Employment of the Participant and shall not lessen or affect the Company’s right to terminate the Employment of the Participant.

          6. Notices. Any notices provided hereunder must be in writing and shall be deemed effective one (1) business day following personal delivery (including personal delivery by facsimile and confirmation of receipt) or overnight delivery by a courier of national reputation to the recipient at the address indicated below:

To the Company:

FIF HE Holdings LLC
c/o Fortress Investment Group LLC
1345 Avenue of Americas
New York, New York 10105
Attention: Randal A. Nardone
Facsimile: 212.798.6120

With a copy, which shall not constitute notice, to:

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Attention: Regina Olshan
Facsimile: 917.777.3963

To the Participant:

[   ]
Facsimile: [_______]

or to such other address or facsimile number or to the attention of such other person as the recipient party will have specified by prior written notice to the sending party.

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          7. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

          8. Arbitration. Except as necessary for the Company and its successors or assigns or the Participant to specifically enforce or enjoin a breach of this Agreement (to the extent such remedies are otherwise available), the parties agree that any and all disputes that may arise in connection with, arising out of or relating to this Agreement shall be submitted to binding arbitration in Dallas, Texas according to the National Employment Dispute Resolution Rules and procedures of the American Arbitration Association. The parties agree that the prevailing party in any such dispute shall be entitled to reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which he or it may be entitled.

          9. Specific Performance. The Participant acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of the Restrictive Covenants would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened beach. In recognition of this fact, the Participant agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond or needing to prove the inadequacy of monetary damages, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.

          10. Tax Issues. THE ISSUANCE OF THE SUBJECT UNITS TO THE PARTICIPANT PURSUANT TO THIS AGREEMENT INVOLVES COMPLEX AND SUBSTANTIAL TAX CONSIDERATIONS, INCLUDING, WITHOUT LIMITATION, CONSIDERATION OF THE ADVISABILITY OF THE PARTICIPANT MAKING AN ELECTION UNDER SECTION 83(b) OF THE CODE. THE PARTICIPANT ACKNOWLEDGES THAT HE HAS CONSULTED HIS OWN TAX ADVISOR WITH RESPECT TO THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER TO THE PARTICIPANT REGARDING THE TAX CONSEQUENCES OF THE GRANT OF THE UNITS SUBJECT TO THIS AWARD OR THIS AGREEMENT. THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE PARTICIPANT SHALL BE SOLELY RESPONSIBLE FOR ANY TAXES ON THE SUBJECT UNITS AND SHALL HOLD THE COMPANY, AND ALL OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ADVISORS OF THE COMPANY HARMLESS FROM ANY LIABILITY ARISING FROM ANY TAXES INCURRED BY THE PARTICIPANT IN CONNECTION WITH THE UNITS SUBJECT TO THE AWARD AND THIS AGREEMENT.

          11. Tax Withholding. Upon vesting of the Units granted hereunder, the Participant shall pay to the Company an amount equal to the taxes the Company determines it is required to withhold at the lowest applicable rate determined by the Company under applicable tax laws with respect to the Units. The Participant may satisfy the foregoing requirement by making a payment to the Company in cash or by electing to have the Company withhold Units from delivery or by delivering already owned unrestricted Units to the Company, in each case, such Units having a value equal to, or less than, the minimum amount of tax required to be withheld, and paying any

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balance of the amount required to satisfy withholding requirements in cash. Such Units shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determined.

          12. Award Subject to this Agreement and the LLC Agreement. By entering into this Agreement the Participant agrees and acknowledges that the Participant has received and read this Agreement and a copy of the LLC Agreement. The Award is subject to the LLC Agreement, as it may be amended from time to time, and the terms and provisions of the LLC Agreement are hereby incorporated herein by reference. The Participant agrees to be bound by the terms and provisions of the LLC Agreement.

          13. Waivers and Amendments. The respective rights and obligations of the Company and the Participant under this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or indefinitely) by such respective party. This Agreement may be amended only with the written consent of a duly authorized representative of the Company and the Participant.

          14. Certificates. All certificates, if any, evidencing Units or other securities of the Company delivered under this Agreement shall be subject to such stop transfer orders and other restrictions as the Company may deem advisable under this Agreement or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such securities are then listed, and any applicable Federal or state laws, and the Company may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

          15. Severability. If any provision of this Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify this Agreement or any Award under any law deemed applicable by the Company, such provision shall be construed or deemed amended to conform to such applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Company, materially altering the intent of this Agreement or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of this Agreement and any such Award shall remain in full force and effect.

          16. Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. Except as otherwise set forth in the LLC Agreement with respect to vested Units, the Participant may not assign any rights or obligations that the Participant may have with respect to the Units granted hereunder.

          17. Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

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     IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND THEREOF, the parties hereto have executed and delivered this Agreement as of the year and date first above written.

COMPANY
By:
	Signature
	Print Name
	Title:
	Dated:
PARTICIPANT
By:
	Signature
	Print Name
	Title:
	Dated:

EX-10.14

Exhibit 10.14

NATIONSTAR MORTGAGE LLC
ANNUAL INCENTIVE COMPENSATION PLAN

1. Purpose.

The purpose of the Nationstar Mortgage LLC Annual Incentive Compensation Plan (the “Plan”) is to provide certain senior executive officers of Nationstar Mortgage LLC (the “Company”) with annual cash incentive bonus opportunities that are tied to both the achievement of financial performance goals by the Company and the attainment of individual performance objectives by a Participant.

2. Administration.

The Plan shall be administered by FIF HE Holdings LLC (the “Managing Member”). The Managing Member shall have discretionary and final authority to interpret the terms and provisions of the Plan and may adopt, alter or repeal any administrative rules, guidelines and/or practices governing the operation of the Plan as it shall from time to time deem advisable; provided, however, that the Managing Member may not decrease the amount of the Bonus Pool (as described below) and provided, further, that no action taken under this Section 2 shall intentionally cause a Bonus payment to become subject to Sections 409A or 457A of the Internal Revenue Code of 1986, as amended.

3. Eligibility.

Any senior executive officer of the Company who is either listed on Exhibit A attached hereto or is otherwise notified in writing by the Company and the Managing Member of his or her eligibility to participate shall be eligible to participate in the Plan (each such officer, a “Participant”).

4. Determination and Payment of Annual Bonus Awards.

(a) Amount of Bonus Pool. The annual bonus pool from which a bonus (a “Bonus”) may be paid to a Participant pursuant to the terms of the Plan shall be equal to five percent (5%) of the Company’s “Operating Cash Flow,” as defined in and determined in accordance with the terms set forth in Exhibit B attached hereto, which Exhibit B may be amended from time to time (the “Bonus Pool”).

(b) Allocation of Bonus Pool Among Participants. For each fiscal year during which the Plan is in effect, the Managing Member shall (i) determine, in its sole discretion, but following consultation with the Chief Executive Officer of the Company, the percentage of the Bonus Pool to be allocated to each Participant (the “Annual Allocation”), provided that, beginning with the 2010 fiscal year, in no event may the Annual Allocation for a Participant be less than seventy-five percent (75%) of the Annual Allocation for that Participant in the immediately preceding fiscal year, and (ii) provide written notice to the Chief Executive Officer of the Company of such Annual Allocation. Upon receipt of such written notice from the Managing Member, the Chief Executive Officer of the Company shall (1) provide written notice to each Participant of that Participant’s Annual

Allocation and (2) provide a copy of such written notices to the Managing Member.

(c) Eligibility to Receive Bonus Payment. Except to the extent otherwise provided in a Participant’s employment agreement with the Company, a Participant shall only be eligible to receive the payment of a Bonus pursuant to the terms of the Plan if, as of the last day of the fiscal year to which such Bonus relates, the Participant (i) is employed by the Company or its subsidiaries and (ii) has not notified the Company of his or her intent to resign employment with the Company and its subsidiaries.

(d) Bonus Payment. A Bonus, if any, shall be paid to a Participant, in cash, as soon as practicable after the Company’s financial results for the fiscal year have been determined; provided, however, that in no event shall such payment be made earlier than January 1^st or later than March 15^th of the year following the year to which it relates.

(e) Termination of Employment of a Participant. Subject to Section 4(c) hereof, in the event that a Participant terminates employment with the Company for any reason, the Participant shall no longer be entitled to participate in the Plan and the Managing Member shall, in its sole discretion, (i) apportion all (or a portion) of the terminated Participant’s Annual Allocation among the remaining Participants, (ii) add a new Participant (or Participants) to the Plan and apportion all (or a portion) of the terminated Participant’s Annual Allocation to the new Participant (or Participants) or (iii) implement any combination of the foregoing.

5. Amendment and Termination.

The Company and the Managing Member intend that the Plan shall continue in effect in accordance with the terms set forth herein following the end of the 2009 fiscal year. However, the Company, with the express consent of the Managing Member, shall have the right to amend, modify, suspend or terminate the Plan at any time. Notwithstanding the foregoing, no such amendment, modification, suspension or termination may, without the consent of any Participant affected thereby, impair the rights of such Participant with respect to a Bonus which became vested prior to the date thereof.

6. Miscellaneous

(a) No Right to Continued Employment or Payment of a Bonus. The right of a Participant to receive a Bonus under the Plan shall not be deemed a right to continued employment by the Company or its subsidiaries and does not otherwise restrict the Participant’s right or the right of the Company to terminate the Participant’s employment at any time, with or without notice and with or without cause. No Participant has any claim to be awarded a Bonus, and there is no obligation for uniformity of treatment of Participants. The terms and conditions of each Bonus and the Managing Member’s determinations and interpretations

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with respect thereto need not be the same with respect to each Participant (whether or not the Participants are similarly situated).

(b) Unfunded Status of Awards. Bonus payments shall be made from the general funds of the Company and no special or separate fund shall be established or other segregation of assets made to assure the payment of such bonuses.

(c) Nontransferability. No Participant shall have the power or right to transfer (other than by will or the laws of descent and distribution), alienate or otherwise encumber his or her interest under the Plan.

(d) Beneficiary. A Participant may file with the Company a written designation of a beneficiary on a form as may be prescribed by the Company and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate will be deemed to be the Participant’s beneficiary.

(e) Withholding Taxes. The Company shall withhold all applicable federal, state and local taxes from the payment of any Bonus made pursuant to the Plan, in accordance with applicable laws and regulations.

(f) Governing Law. The Plan shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its principles of conflict of laws.

(g) Effective Date. The effective date of the Plan is January 1, 2009.

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EXHIBIT A

PARTICIPANTS

1.	Anthony H. Barone (Chief Executive Officer)
2.	Jesse K. Bray (Chief Financial Officer)
3.	Robert L. Appel (Executive Vice President, Servicing)
4.	Amar Patel (Executive Vice President)

EXHIBIT B

OPERATING CASH FLOW

Operating Cash Flow means “operating cash flow” (before capital items) as defined in the Company’s management reports.

     With respect to 2009, Operating Cash Flow shall be equal to (i) Servicing Cash Flow plus (ii) Originations Cash Flow, less Advance Interest Expense, Fees and Points (each as defined below), and is intended to represent the Company’s cash revenues less all fully allocated cash and accrued expenses. The amount of each Bonus accrued by the Company under the Plan will be added back to Operating Cash Flow for purposes of determining the Bonus Pool. The following items will be excluded from Operating Cash Flow: (i) advance principal, (ii) securities, (iii) discontinued operations, (iv) whole loans and (v) capital for unpledged loans.

     For all subsequent years while the Plan is in effect, Operating Cash Flow shall be defined as determined by the Managing Member in its sole discretion with regard to each such subsequent year.

In all events, Operating Cash Flow shall be determined by the Managing Member in its sole discretion, and such determination shall be final, blinding and conclusive.

Servicing Cash Flow means cash flow from (i) servicing revenues plus (ii) ancillaries, less direct and compensating interest expenses (which expenses shall include fully allocated expenses).

     The fiscal year 2009 target for Servicing Cash Flow is $60,000,000.

Originations Cash Flow means cash flow from (i) originations revenues, (ii) secondary gains and losses and (iii) hedge gains and losses, less (a) expenses and (b) fully allocated corporate overhead. Originations Cash Flow excludes (1) working capital required to fund haircuts for loans held on the warehouse facility until a sale and (2) any changes to principal financing terms (not interest, points or fees) under the existing GCM facility or addition of any new facilities.

The Originations Cash Flow formula assumes that 50% of origination volume will be servicing retained. If less than 50% of 2009 origination volume is servicing retained, the following amount (“Origination Adjustment”) will be deducted from Operating Cash Flow.

Origination Adjustment shall be determined as follows:(50% less actual percentage of servicing retained volume) x 2009 origination volume x average servicing released price.

     The fiscal year 2009 target for Originations Cash Flow is $3,500,000.

Advance Interest Expense, Fees and Points means interest expense, fees and points on the servicing advances facility, excluding any changes to advance principal financing terms (not interest, points or fees) under the existing GCM facility or addition of any new facilities.

     The fiscal year 2009 target for Advance Interest Expense is $23,200,000.

EX-10.15

Exhibit 10.15

NATIONSTAR MORTGAGE
INCENTIVE PROGRAM SUMMARY

POSITION	FREQUENCY	OPPORTUNITY
Job Title	Annual

Life of the Program

This incentive program is effective beginning January 1, 2010 and continues until revised or revoked by Nationstar Mortgage Senior Management.

Program Concept/Objective

It is the Company’s objective to design and administer incentive opportunities that when combined with base salary will deliver above average total cash to successful performers as compared to their peers in firms competing in the same product, service, and talent marketplaces.

Program Approval Authorities

EVP, OD/HR	Participant
Chief Financial Officer
President/CEO

BASIS FOR DETERMINING INCENTIVE AWARDS

Eligibility for Participation: Only those Participants actively employed with Nationstar Mortgage (the “Company”), in the positions as identified above in the program summary information and as designated by the President/CEO, are eligible for participation in this bonus program.

Program Measures: Participants, as designated by the President/CEO, are eligible for incentive compensation based on achievement of goals as identified in the attached Appendix(s).

Incentive Opportunity: The appropriate incentive awards will be calculated in accordance with the applicable criteria for the position. Targets have been established for this position, which describe the opportunity and must be communicated to the eligible Participant prior to the measurement period. For incentive plans that express the incentive opportunity as a percentage of base salary, the base salary used will be the Participant’s base salary as of January 1 of the applicable plan year.

New/Reactivated/Transferred Employees: With respect to any annual payment, participants who become eligible for participation during the program year will be prorated from the Eligibility Date. Eligibility Date shall be defined as the effective date of the new/reactivated/transferred senior manager’s assumption of responsibilities as reflected on the Payroll Action Notice. Additionally, only with the approval of the President/CEO may partial period incentive payments be made to program participants.

Responsibility for Calculations and Plan Payments: The Participant must complete all reporting requirements as specified by senior management to qualify for bonus consideration. The appropriate Company Finance Manager is charged in each case with the responsibility for incentive payment calculations made in accordance with the terms of this program. He/she must also certify full and partial year payments for all qualified participants.

Performance Rating Requirement: In order to be eligible to receive any payment under this program, the participant must at all times, maintain an acceptable level of performance. Participants are also expected to follow all guidelines with respect to the code of conduct as specified by the Company. If rated below “meets expectations” during the measurement period, or the employee otherwise receives disciplinary counseling for a conduct issue, the employee will not be eligible for an incentive award for that measurement period. The employee must successfully complete a performance improvement plan prior to the end of the next performance measurement period and be rated at least “meets expectations” by that date or date in order to be eligible for an incentive award.

Review and Modification: It is important that performance goals established in the Company’s Incentive Programs maintain an appropriate position as it relates to market potential and the overall business plan. Clearly, expectations of market potential can change during the year. Such reviews may result in changes in incentive rates or goals upward or downward depending on specific circumstances at the Company’s discretion without the need for prior notice. Any changes will require approval of the President/CEO of the Company.

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Timing of Incentive Payments: Monthly and Quarterly incentive payments will be made approximately 30 days following the end of the performance period or within 30 days from the date the request is received in Payroll processing, whichever is later. Annual awards will be paid as soon as practical after the Company’s financial results for the year have been determined, but in no event later than two (2) months after the end of the fiscal year, and shall be payable only if the Employee is employed by the Company on the last day of the fiscal year. If an employee on an annual award plan resigns, gives notice of his/her intent to resign, or otherwise terminates his/her employment before the annual award is paid, the employee forfeits all rights to any annual incentive award, and any incentive award that is paid is at the sole discretion of the Company.

Terminated Employees: A Participant whose employment is terminated, either by the Company or the Participant, prior to the completion of an entire incentive period shall not be eligible to receive any payment under this program, except where payment is required by federal or state law. Otherwise stated, the Participant must be actively employed at the end of the measurement period (which includes any time where payment is made in lieu of a working notice period) to be eligible to receive any payment. This provision shall not apply in cases of the employee’s death, retirement, or disability. Management reserves the right to withhold payments from any individual where there is an ongoing investigation with respect to appropriate business practices until such time as the investigation is complete, and the employee has been exonerated.

Plan Amendments and Termination: The Company will have the complete authority to interpret Plan provisions, to revise the Plan and to make determinations deemed appropriate for fair administration of the Plan. The Company reserves the right to amend or terminate this Plan or to revise any aspect of the Plan at any time, including individual payouts, without prior notification to the participant(s).

Other General Rules: Participation in this plan cannot be construed to constitute a contract between the Company and any of its employees. Program participation does not limit the Company from terminating an employee’s employment at any time. Participation in the Program during the fiscal year does not imply participation in any subsequent fiscal year.

INCENTIVE OPPORTUNITY

The Participant is eligible to receive an annual incentive award. The incentive amount will be based upon the criteria as found in the following Appendix(s). Recognizing the volatility of the business; the corresponding difficulty in establishing firm objectives and goals for a calendar year; and other performance measures that may come into play, as much as fifty percent (50%) of the calculated incentive award will be subject to the discretionary approval and award of the President/CEO. Conversely, the President/CEO may at his discretion award up to 50% of the defined bonus opportunity even if performance objectives are not met.

The appropriate Company Finance Manager is charged in each case with the responsibility for incentive payment calculations made in accordance with the terms of this program.

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Non-Solicitation: As a condition of participation in this Incentive Plan, the Eligible Employee specifically agrees that during the course of the Eligible Employee’s employment with the Company and for the period of twelve (12) months following his/hers termination of employment for any reason; (i) he/she will not, whether directly or indirectly (whether personally or through another business, entity or person), recruit, solicit, induce or encourage others to recruit, solicit, or induce, any employee of the Company to terminate his/her employment with, or otherwise cease his/her relationship with the Company, or (ii) hire any individual who left the employ of the Company or any of its affiliates during the immediately preceding one-year period. Subject to the limitations noted in this Plan and the Terms and Conditions, the Eligible Employee is not restricted from being employed by or engaged in any type of business following the termination of the Eligible Employee’s employment relationship with the Company.

Plan Acknowledgement: I acknowledge that without my signature to demonstrate the acceptance of all the terms and conditions of this Plan and the Terms and Conditions, unless prohibited by the state law, I will be ineligible to participate in this Plan, and I will not be entitled to receive any Variable Pay payment provided for in such Plan. Notwithstanding the foregoing, in the event I, for any reason, fail to sign or acknowledge my acceptance of all the terms and conditions of this Plan and the Terms and Conditions, any Variable Pay paid to me by the Company will be governed exclusively by this Plan.

By signing or acknowledging this Plan below, I authorize the Company to deduct any Variable Pay or advanced payment from any future Variable Pay or my final paycheck upon termination if the conditions for earning such Variable Pay payments do not occur. I understand and agree to the use of an electric method of signature to demonstrate my acceptance of the terms and conditions of this Plan, and the Terms and Conditions, including any applicable amendment, and all related business practices and policies, all of which are incorporated into and made a part of this Plan and which may be revised from time to time at the Company’s sole discretion

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EX-10.16

Exhibit 10.16

NATIONSTAR MORTGAGE LLC
LONG-TERM INCENTIVE PLAN

March 2007

NATIONSTAR MORTGAGE LLC
LONG-TERM INCENTIVE PLAN

Table of Contents

		Page
ARTICLE I	ELIGIBILITY		1
ARTICLE II	AWARDS		1
ARTICLE III	ACCOUNTS		2
ARTICLE IV	DISTRIBUTION		2
ARTICLE V	ADMINISTRATION OF THE PLAN		3
ARTICLE VI	LIMITATION OF RIGHTS		4
ARTICLE VII	LIMITATION OF ASSIGNMENT AND PAYMENTS TO LEGALLY INCOMPETENT DISTRIBUTEE		4
ARTICLE VIII	AMENDMENT TO OR TERMINATION OF THE PLAN		4
ARTICLE IX	STATUS OF PARTICIPANT AS UNSECURED CREDITOR		5
ARTICLE X	GENERAL AND MISCELLANEOUS		5
ARTICLE XI	DEFINITIONS		6

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NATIONSTAR MORTGAGE LLC
LONG-TERM INCENTIVE PLAN

PREAMBLE

     Nationstar Mortgage LLC (the “Company”) recognizes the outstanding performance and individual contributions of certain Employees as essential to the overall success and profitability of the Company. The Company therefore wishes to retain the services of these Employees. As a fundamental strategy to encourage and reward the continued service of these Employees, the Company is establishing a long-term incentive plan that will provide them with certain cash benefits, contingent on the performance of future services, as set forth herein.

     Only those Employees selected by the President and CEO will be eligible to participate in the Plan. The Company intends that any Participant or Beneficiary of the Plan shall have the status of an unsecured general creditor with respect to this Plan.

     The terms of the Plan are as follows:

ARTICLE I
ELIGIBILITY

     1.1 The President and CEO shall determine, within ninety (90) days after the beginning of each Performance Period, the eligibility of individuals to participate in the Plan with respect to such Performance Period; provided, however, that participation shall be limited to individuals who are Employees of the Company. From time to time, the President and CEO may select an individual to participate in the Plan for the remainder of a Performance Period after the aforesaid ninety (90)-day period has elapsed. In such event, the President and CEO shall determine the amount of the Award that shall be credited on behalf of such individual for such Performance Period, as provided in Section 2.1 hereof. The President and CEO, or his authorized delegate, shall notify each Employee of his eligibility to participate as soon as practicable following the determination. The determination as to the eligibility of any Employee to participate in the Plan for any Performance Period shall be in the sole and absolute discretion of the President and CEO, consistent with the policies of the Company in place from time to time, and the decision of the President and CEO in that regard shall be conclusive and binding for all purposes hereunder. The eligibility of an Employee to participate in the Plan for any Performance Period shall not entitle such Employee to participate in the Plan in subsequent Performance Periods.

ARTICLE II
AWARDS

     2.1 Eligibility for Award. Within ninety (90) days after the beginning of each Performance Period, the President and CEO shall establish specified performance goals for each Participant during the Performance Period. In establishing such performance goals, the President and CEO may consider the position and responsibilities of the Participant; the importance of such individual to the Company; the duties of such individual; the desired financial performance of the

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Company; the past, present and potential contributions of such individual to the growth and success of the Company; and such other factors as the President and CEO in his sole discretion may deem relevant in connection with the purposes of this Plan. As soon as practicable following each Award Date, the President and CEO shall, based on the level of attainment of the pre-established performance goals, determine the amount of the Award, if any, to be granted to each Participant who is eligible to participate in the Plan for such Performance Period and who continues to be employed on the Award Date. Notwithstanding the foregoing, in the event that an Employee becomes eligible to participate in the Plan after the aforesaid ninety (90)-day period has elapsed, the President and CEO shall determine the amount of the Award that shall be credited on behalf of such Participant for such Performance Period. In the event that a Participant’s employment terminates during such Performance Period as a result of death or Disability, such Participant or, if applicable, his Beneficiary, shall be entitled to a pro rata portion of such Award, based on the ratio of the number of days in the Performance Period prior to the date of the Participant’s death (or, if applicable, determination of his Disability) to 365. All determinations of the President and CEO in this regard shall be conclusive and binding on all Participants for all purposes hereunder.

     2.2 Vesting of Award. A Participant shall not be entitled to any portion of the Award until such Award is fully vested. A Participant shall vest in the entire amount of the Award applicable to a Performance Period upon the Vesting Date. Any Award with respect to which a Participant is not fully vested shall be forfeited on the date on which the Participant’s employment with the Company is terminated.

ARTICLE III
ACCOUNTS

     3.1 Crediting Accounts. As soon as practicable after each Award Date, the Plan Administrator shall credit the amount of any Award granted to a Participant pursuant to Section 2.1 hereof to the Account of such Participant. Such Award, without adjustment for deemed income, shall be paid to the Participant no later than March 15 following the Vesting Date.

ARTICLE IV
DISTRIBUTION

     4.1 Payment of Awards. The Plan Administrator shall pay to the Participant or, if applicable his Beneficiary, an amount equal to his vested Award for the applicable Performance Period in a single, lump sum cash payment no later than March 15^th of the calendar year immediately following the applicable Vesting Date. If the Company is required to withhold amounts to pay the Participant’s portion of the Federal Insurance Contributions Act (FICA) tax imposed under Code Sections 3101, 3121(a) or 3121(v)(2) with respect to amounts that are or will be paid to Participant under the Plan before they otherwise would be paid, the Plan Administrator may withhold an amount equal to the lesser of: (i) the amount in the Participant’s Account or (ii) the aggregate of the FICA taxes imposed and the income tax withholding related to such amount.

     4.2 Administrative Delay in Payment. The payment of benefits hereunder shall begin at the date specified in accordance with the provisions of the foregoing paragraphs of this Article IV;

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provided that, in the case of administrative necessity, the payment of such benefits may be delayed up to the later of the last day of the calendar year in which payment would otherwise be made or the 15^th day of the third calendar month following the date on which payment would otherwise be made. Further, if it is not administratively practicable for the Company to calculate the amount of benefits due to Participant as of the date on which payment would otherwise be made, the payment may be delayed until the first calendar year in which calculation of the payment is administratively practicable.

ARTICLE V
ADMINISTRATION OF THE PLAN

     5.1 Plan Administrator. The Plan shall be administered by the President and CEO, who shall be the Plan Administrator. No person serving as Plan Administrator shall receive compensation with respect to his services for the performance of his duties hereunder. The Plan Administrator shall serve without bond or security for the performance of his duties hereunder unless applicable law makes the furnishing of such bond or security mandatory or unless required by the Company.

     5.2 Actions of Plan Administrator. The Plan Administrator may appoint any individual to act hereunder on his behalf. No person serving as Plan Administrator shall vote or decide upon any matter relating solely to himself or vote in any case in which his individual right or claim to any benefit under the Plan is particularly involved. In any matter or case in which a person is so disqualified to act, the President and CEO or, if the President and CEO is so disqualified to act, the Managing Member of the Company will resolve such matter or case, or will appoint a temporary substitute to exercise all the powers of the disqualified person concerning the matter or case in which he is disqualified.

     5.3 Delegation, Expenses and Indemnification. The Plan Administrator may designate other persons to carry out his responsibilities under the Plan, and may remove any person designated to carry out his responsibilities under the Plan by notice in writing to that person. The Plan Administrator may employ persons to render advice with regard to any of his responsibilities. All usual and reasonable expenses of the Plan Administrator shall be paid by the Company. The Company shall indemnify and hold harmless each person serving as Plan Administrator from and against any and all claims and expenses (including, without limitation, attorney’s fees and related costs), in connection with the performance by such person of his duties in that capacity, other than any of the foregoing arising in connection with the willful neglect or willful misconduct of the person so acting.

     5.4 Administrative Duties of President and CEO and Plan Administrator. The President and CEO shall determine the eligibility of any individual to participate in the Plan and to receive benefits hereunder. The Plan Administrator shall establish rules, not contrary to the provisions of the Plan, for the administration of the Plan and the transaction of its business, and shall interpret the Plan and determine all questions arising in the administration, interpretation and application of the Plan in its sole and absolute discretion. All determinations of the President and CEO and the Plan Administrator shall be conclusive and binding on all Employees, Participants and Beneficiaries, subject to the provisions of this Plan and applicable law.

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     5.5 Actions of Company. Any action to be taken hereunder by the Company shall be taken by resolution adopted by the President and CEO; provided, however, that by resolution, the President and CEO may delegate to any officer of the Company the authority to take any actions hereunder, other than the power to amend or terminate the Plan.

ARTICLE VI
LIMITATION OF RIGHTS

     The establishment of this Plan shall not be construed as giving to any Employee, Participant or Beneficiary, or any person whomsoever, any legal, equitable or other rights against the Company, or its officers, directors, agents or members, or as giving to any Participant or Beneficiary any equity or other interest in the assets or business of the Company or membership interests in the Company or as giving any Employee the right to be retained in the employment of the Company. All Employees shall be subject to discharge to the same extent they would have been if this Plan had never been adopted. The rights of a Participant hereunder shall be solely those of an unsecured general creditor of the Company.

ARTICLE VII
LIMITATION OF ASSIGNMENT AND PAYMENTS TO
LEGALLY INCOMPETENT DISTRIBUTEE

     7.1 Non-Alienation. No benefits payable under the Plan to any person shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of the same shall be void. No benefit shall in any manner be subject to the debts, contracts, liabilities, engagements or torts of any person, nor shall it be subject to attachment or legal process for or against any person, except to the extent required by law.

     7.2 Incapacitated Distributee. In the event any benefit payable under the Plan is to be paid to or for the benefit of any person who is then a minor or determined by the Plan Administrator, on the basis of qualified medical advice, to be incompetent, the Plan Administrator need not require the appointment of a guardian or custodian, but shall be authorized to cause the same to be paid over to the person having custody of the minor or incompetent, or to cause the same to be paid to the minor or incompetent without the intervention of a guardian or custodian, or to cause the same to be paid to a legal guardian or custodian of the minor or incompetent, if one has been appointed, or to cause the same to be used for the benefit of the minor or incompetent.

ARTICLE VIII
AMENDMENT TO OR TERMINATION OF THE PLAN

     The Company reserves the right at any time to amend or terminate the Plan in whole or in part by resolution of the President and CEO. No amendment shall have the effect of retroactively changing or depriving Participants or Beneficiaries of rights already accrued under the Plan. In the event that the Company shall change its name, the Plan shall be deemed to be amended to reflect the

4

name change without further action of the Company, and the language of the Plan shall be changed accordingly. Upon termination of the Plan, benefits hereunder shall be paid at the time and in the manner as otherwise provided herein; provided, however, that, notwithstanding the foregoing, the Company, in its sole and absolute discretion, may accelerate the payment of benefits hereunder in the event of termination of the Plan.

ARTICLE IX
STATUS OF PARTICIPANT AS UNSECURED CREDITOR

     All benefits under the Plan shall be the unsecured obligations of the Company, and no assets will be placed in trust or otherwise segregated from the general assets of the Company for the payment of obligations hereunder. To the extent that any person acquires a right to receive payments hereunder, such right shall be no greater than the right of any unsecured general creditor of the Company.

ARTICLE X
GENERAL AND MISCELLANEOUS

     10.1 Severability. In the event that any provision of this Plan shall be declared illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions of this Plan but shall be fully severable and this Plan shall be construed and enforced as if said illegal or invalid provision had never been inserted herein.

     10.2 Construction. The section headings and numbers are included only for convenience of reference and are not to be taken as limiting or extending the meaning of any of the terms and provisions of this Plan. Whenever appropriate, words used in the singular shall include the plural or the plural may be read as the singular. When used herein, the masculine gender includes the feminine gender.

     10.3 Governing Law. The validity and effect of this Plan and the rights and obligations of all persons affected hereby shall be construed and determined in accordance with the laws of the State of Texas unless superseded by federal law.

     10.4 No Requirement to Fund. The Company is not required to set aside any assets for payment of the benefits provided under this Plan. A Participant shall have no security interest in any such amounts.

     10.5 Taxes. All amounts payable hereunder shall be reduced by any and all federal, state and local taxes imposed upon the Participant or his Beneficiary that are required to be paid or withheld by the Company.

     10.6 Compliance with Tax Laws. Notwithstanding any provision in this Plan to the contrary, any benefit under this Plan that constitutes a deferral of compensation under a “nonqualified deferred compensation plan”, as such term is defined under Section 409A(d)(1) of the Code (or a successor provision thereto), shall comply with the requirements of Section 409A of the

5

Code (or a successor provision thereto) and applicable guidance published in the Internal Revenue Bulletin.

ARTICLE XI
DEFINITIONS

     11.1 “Account” shall mean the record maintained by the Plan Administrator showing the monetary value of the Awards granted hereunder to each Participant. The term “Account” shall refer only to a bookkeeping entry and shall not be construed to require the segregation of assets on behalf of any Participant.

     11.2 “Award” shall mean, for each Performance Period, the total amount awarded to an eligible Participant with respect to services performed during such period for or on behalf of the Company.

     11.3 “Award Date” shall mean the last day of each Performance Period.

     11.4 “Beneficiary” shall mean each beneficiary designated by a Participant pursuant to a written beneficiary designation, on a form provided by the Plan Administrator, and executed specifically with respect to this Plan.

     11.5 “Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time, and the rules and regulations promulgated thereunder.

     11.6 “Company” shall mean Nationstar Mortgage LLC, a limited liability company formed under the laws of the State of Delaware, or its successor or successors.

     11.7 “Disability” shall mean, as determined by the Company or the Plan Administrator in good faith, Participant’s inability, due to disability or incapacity, to perform all of his duties on a full-time basis (a) for a period aggregating 90 days, whether or not continuous, in any continuous period of 365 days or (b) where Participant’s absence is adversely affecting the performance of the Company in a significant manner for periods greater than 30 days and Participant does not resume his duties on a full-time basis within 10 days of receipt of written notice of the Company’s or the Plan Administrator’s determination under this clause (b).

     11.8 “Effective Date” shall mean January 1, 2007.

     11.9 “Employee” shall mean a common-law employee of the Company.

     11.10 “Participant” shall mean an Employee who has been selected for participation in the Plan pursuant to Article I hereof and who has not received payment or distribution of all vested benefits under Article IV.

     11.11 “Performance Period” shall mean each calendar year during which the Plan is in effect.

6

     11.12 “Plan” shall mean the Nationstar Mortgage LLC Long-Term Incentive Plan, as amended from time to time.

     11.13 “Plan Administrator” shall mean the President and CEO.

     11.14 “President and CEO” shall mean the President and Chief Executive Officer of the Company.

     11.15 “Vesting Date” shall mean, with respect to each Award granted under Section 2.1 hereof, the third anniversary of the applicable Award Date, provided that the Participant continues to be employed by the Company on such date or, if earlier, the date of termination of the Participant’s employment with the Company due to death or Disability.

7

EX-12.1

Exhibit 12.1

Nationstar Mortgage

DEFICIENCY OF EARNINGS TO FIXED CHARGES
$ in thousands

	July 11, 2006
	Through						Year Ended December 31,						Nine Months Ended September 30,
	December 31, 2006			2007			2008			2009			2009			2010
Earnings
Income from continuing operations		(60,258	)		(284,478	)		(157,610	)		(80,877	)		(85,234	)		(7,409	)
Interest expense		55,172			118,553			65,548			69,883			48,486			89,298
Portion of rent expense under long-term operating leases representative of an interest factor		5,137			11,341			4,707			3,548			2,018			2,452
Total earnings		51			(154,584	)		(87,355	)		(7,446	)		(34,730	)		84,341
Fixed charges
Interest expense		55,172			118,553			65,548			69,883			48,486			89,298
Portion of rent expense under long-term operating leases representative of an interest factor		5,137			11,341			4,707			3,548			2,018			2,452
Total fixed charges		60,309			129,894			70,255			73,431			50,504			91,750
Deficiency of earnings to fixed charges		(60,258	)		(284,478	)		(157,610	)		(80,877	)		(85,234	)		(7,409	)

EX-21.1

Exhibit 21.1

Subsidiaries of the Registrants

Centex Land Vista Ridge Lewisville III General Partner, LLC

Centex Land Vista Ridge Lewisville III, L.P.

Harwood Insurance Services, LLC

Harwood Service Company LLC

Harwood Service Company Of Georgia, LLC

Harwood Service Company Of New Jersey, LLC

Homeselect Settlement Solutions, LLC

Nationstar 2009 Equity Corporation

Nationstar Advance Funding LLC

Nationstar Advance Funding II, LLC

Nationstar Equity Corporation

Nationstar Funding LLC

Nationstar Home Equity Loan Trust 2009-A

Nationstar Home Equity Loan 2009-A REO LLC

Nationstar Industrial Loan Company

Nationstar Industrial Loan Corporation

Nationstar Mortgage Advance Receivables Trust 2009-ADV1

Nationstar Mortgage Advance Receivables Trust 2010-ADV1

Nationstar Residual, LLC

NSM Recovery Services Inc.

NSM Foreclosure Services Inc.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 3, 2010 (except Note 24, as to which the date is December 20, 2010) in the Registration Statement dated December 22, 2010 and the related Prospectus of Nationstar Mortgage LLC for the registration of the $250,000,000 10.875% Senior Notes due 2015.

/s/ Ernst & Young LLP

Dallas, Texas
December 22, 2010

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association (Jurisdiction of incorporation or organization if not a U.S. national bank)	94-1347393 (I.R.S. Employer Identification No.)
101 North Phillips Avenue Sioux Falls, South Dakota (Address of principal executive offices)	57104 (Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17^th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)

NATIONSTAR MORTGAGE LLC

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	75-2921540 (I.R.S. Employer Identification No.)
350 Highland Drive Lewisville, Texas (Address of principal executive offices)	75067 (Zip code)

NATIONSTAR CAPITAL CORPORATION

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	27-1996157 (I.R.S. Employer Identification No.)
350 Highland Drive Lewisville, Texas (Address of principal executive offices)	75067 (Zip code)

Table of Additional Registrant Guarantors

Centex Land Vista Ridge Lewisville III General Partner, LLC	Delaware	75-2921540	350 Highland Drive Lewisville, Texas 75067 (469) 549-2000
Centex Land Vista Ridge Lewisville III, L.P.	Delaware	20-3437712	350 Highland Drive Lewisville, Texas 75067 (469) 549-2000
Harwood Service Company LLC	Delaware	75-2925375	350 Highland Drive Lewisville, Texas 75067 (469) 549-2000
Harwood Insurance Services, LLC	California	75-2921540	350 Highland Drive Lewisville, Texas 75067 (469) 549-2000
Harwood Service Company Of Georgia, LLC	Georgia	73-1643246	350 Highland Drive Lewisville, Texas 75067 (469) 549-2000
Harwood Service Company Of New Jersey, LLC	New Jersey	74-3047401	350 Highland Drive Lewisville, Texas 75067 (469) 549-2000
Homeselect Settlement Solutions, LLC	Delaware	20-1356314	350 Highland Drive Lewisville, Texas 75067 (469) 549-2000
Nationstar 2009 Equity Corporation	Delaware	04-1583514	350 Highland Drive Lewisville, Texas 75067 (469) 549-2000
Nationstar Equity Corporation	Nevada	75-2711305	350 Highland Drive Lewisville, Texas 75067 (469) 549-2000
Nationstar Industrial Loan Company	Tennessee	75-2786875	350 Highland Drive Lewisville, Texas 75067 (469) 549-2000
Nationstar Industrial Loan Corporation	Minnesota	75-2903483	350 Highland Drive Lewisville, Texas 75067 (469) 549-2000
NSM Recovery Services Inc.	Delaware	27-3275696	350 Highland Drive Lewisville, Texas 75067 (469) 549-2000
NSM Foreclosure Services Inc.	Delaware	27-3916074	350 Highland Drive Lewisville, Texas 75067 (469) 549-2000

10.875% Senior Notes due 2015
(Title of the indenture securities)

Item 1. General Information. Furnish the following information as to the trustee:

(a)	Name and address of each examining or supervising authority to which it is subject.
	Comptroller of the Currency Treasury Department Washington, D.C.
	Federal Deposit Insurance Corporation Washington, D.C.
	Federal Reserve Bank of San Francisco San Francisco, California 94120
(b)	Whether it is authorized to exercise corporate trust powers.
	The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

          None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
Exhibit 3.	See Exhibit 2
Exhibit 4.	Copy of By-laws of the trustee as now in effect.***
Exhibit 5.	Not applicable.
Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

*	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784-06.
**	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of file number 022-28721.
***	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 16th day of December, 2010.

WELLS FARGO BANK, NATIONAL ASSOCIATION
 

/s/ Martin G. Reed  

Martin G. Reed 

Vice President 

EXHIBIT 6

December 16, 2010

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION
 

/s/ Martin G. Reed  

Martin G. Reed  

Vice President 

EXHIBIT 7

Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business September 30, 2010, filed in accordance with 12 U.S.C. §161 for National Banks.

		Dollar Amounts
		In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	16,933
Interest-bearing balances			39,916
Securities:
Held-to-maturity securities			0
Available-for-sale securities			154,552
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			3,839
Securities purchased under agreements to resell			10,627
Loans and lease financing receivables:
Loans and leases held for sale			31,749
Loans and leases, net of unearned income	686,595
LESS: Allowance for loan and lease losses	20,431
Loans and leases, net of unearned income and allowance			666,164
Trading Assets			32,145
Premises and fixed assets (including capitalized leases)			8,147
Other real estate owned			5,794
Investments in unconsolidated subsidiaries and associated companies			557
Direct and indirect investments in real estate ventures			115
Intangible assets
Goodwill			21,005
Other intangible assets			24,549
Other assets			54,397
Total assets		$	1,070,489
LIABILITIES
Deposits:
In domestic offices		$	726,238
Noninterest-bearing	158,737
Interest-bearing	567,501
In foreign offices, Edge and Agreement subsidiaries, and IBFs			84,789
Noninterest-bearing	1,834
Interest-bearing	82,955
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			5,726
Securities sold under agreements to repurchase			15,280

	Dollar Amounts
	In Millions
Trading liabilities		15,098
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)		43,063
Subordinated notes and debentures		20,643
Other liabilities		35,682
Total liabilities	$	946,519
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		519
Surplus (exclude all surplus related to preferred stock)		98,774
Retained earnings		17,543
Accumulated other comprehensive income		5,827
Other equity capital components		0
Total bank equity capital		122,663
Noncontrolling (minority) interests in consolidated subsidiaries		1,307
Total equity capital		123,970
Total liabilities, and equity capital	$	1,070,489

I, Howard I. Atkins, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Howard I. Atkins
EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

John Stumpf                                          Directors
Dave Hoyt
Michael Loughlin