10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2012

or

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

For the transition period from      to                     

Commission file number: 001-35449

Nationstar Mortgage Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware	45-2156869
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
350 Highland Drive Lewisville, TX	75067
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

(469) 549-2000

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

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

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

Large Accelerated Filer	¨	Accelerated Filer	¨
Non-Accelerated Filer	x (Do not check if a smaller reporting company.)	Smaller reporting company	¨

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

Number of shares of common stock, $0.01 par value, outstanding as of August 14, 2012: 89,166,667

NATIONSTAR MORTGAGE HOLDINGS INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements	5
	Consolidated Balance Sheets – June 30, 2012 (unaudited) and December 31, 2011	5
	Unaudited Consolidated Statements of Operations and Comprehensive Income - For the three and six months ended June 30, 2012 and 2011	6
	Consolidated Statements of Shareholders’ Equity - For the six months ended June 30, 2012 (unaudited) and year ended December 31, 2011	7
	Unaudited Consolidated Statements of Cash Flows - For the six months ended June 30, 2012 and 2011	8
	Notes to Unaudited Consolidated Financial Statements	10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	53
Item 3.	Quantitative and Qualitative Disclosure About Market Risks	73
Item 4.	Controls and Procedures	76
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	77
Item 1A.	Risk Factors	77
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	81
Item 3.	Defaults Upon Senior Securities	82
Item 4.	Mine Safety Disclosures	82
Item 5.	Other Information	82
Item 6.	Exhibits, Financial Statement Schedules	83
Signatures
Exhibits

2

CAUTIONS REGARDING FORWARD-LOOKING STATEMENTS

This report 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,” “believe,” “foresee,” “intend,” “should,” “expect,” “estimate,” “project,” “plan,” “may,” “could,” “will,” “are likely” and similar expressions are intended to identify forward-looking statements. These statements involve predictions of our future financial condition, performance, plans and strategies, and are thus dependent on a number of factors including, without limitation, assumptions and data that may be imprecise or incorrect. Specific factors that may impact performance or other predictions of future actions have, in many but not all cases, been identified in connection with specific forward-looking statements. There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such a difference include:

• the delay in our foreclosure proceedings due to inquiries by certain state Attorneys General, court administrators, and state and federal government agencies;

• the impact of the ongoing implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"), including the recent examination of our business begun by the Consumer Financial Protection Bureau ("CFPB"), on our business activities and practices, costs of operations and overall results of operations;

• the impact on our servicing practices of enforcement consent orders against and agreements entered into by certain federal and state agencies with the largest mortgage servicers and ongoing inquiries regarding other non-bank mortgage servicers;

• increased legal proceedings and related costs;

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

• the deterioration of the market for reverse mortgages and increase in foreclosure rates for reverse mortgages;

• our ability to efficiently service higher risk loans;

• our ability to mitigate the increased risks related to servicing reverse mortgages;

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

• our ability to maintain or grow the size of our servicing portfolio and realize our significant investments in personnel and our technology platform by successfully identifying attractive acquisition opportunities, including mortgage servicing rights ("MSRs"), subservicing contracts, servicing platforms and originations platforms;

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

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

• our ability to grow our loan originations volume;

• 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;

• loss of our licenses;

• 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 ("GSEs") or a significant change in such guidelines;

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

• changes to Home Affordable Modification Program ("HAMP"), Home Affordable Refinance Program ("HARP"), Making Home Affordable Plan ("MHA") or other similar government programs;

• changes in our business relationships with the Federal National Mortgage Association ("Fannie Mae"), the Federal Home Loan Mortgage Corporation ("Freddie Mac"), the Government National Mortgage Association ("Ginnie Mae") and others that facilitate the issuance of mortgage-backed securities ("MBS");

• 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;

3

• requirements to write down the value of certain assets;

• changes in prevailing interest rates;

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

• changes to 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;

• failure to attract and retain a highly skilled work force;

• changes in public opinion concerning mortgage originators or debt default specialists; and

• changes in accounting standards.

All of the above factors are difficult to predict, contain uncertainties that may materially affect actual results, and may be beyond our control. New factors emerge from time to time, and it is not possible for our management to predict all such factors or to assess the effect of each such new factor on our business. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore any of these statements included herein may prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. Please refer to Item 1A. Risk Factors of Nationstar Mortgage LLC's Annual Report on Form 10-K filed on March 15, 2012, and Item 1A. Risk Factors of this Form 10-Q for further information on these and other factors affecting us.

4

PART I.Financial Information

Item 1.Financial Statements

NATIONSTAR MORTGAGE HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars and shares in thousands)

	June 30, 2012			December 31, 2011
	(unaudited)
Assets
Cash and cash equivalents	$	15,892		$	62,445
Restricted cash	119,512			71,499
Accounts receivable	2,487,991			562,300
Mortgage loans held for sale	837,906			458,626
Mortgage loans held for investment, subject to nonrecourse debt - Legacy Assets, net of allowance for loan losses of $6,101 and $5,824, respectively	238,173			243,480
Reverse mortgage interests	310,074			—
Receivables from affiliates	13,083			4,609
Mortgage servicing rights – fair value	596,462			251,050
Mortgage servicing rights – amortized cost	8,357			—
Property and equipment, net of accumulated depreciation of $42,573 and $39,201, respectively	39,090			24,073
Real estate owned (REO), net	3,429			3,668
Other assets	226,261			106,181
Total assets	$	4,896,230		$	1,787,931
Liabilities and equity
Notes payable	$	2,412,364		$	873,179
Unsecured senior notes	555,938			280,199
Payables and accrued liabilities	639,839			183,789
Derivative financial instruments	18,911			12,370
Mortgage servicing liabilities	81,979			—
Nonrecourse debt - Legacy Assets	106,271			112,490
Excess spread financing - fair value	266,693			44,595
Participating interest financing	181,114			—
Total liabilities	4,263,109			1,506,622
Commitments and contingencies – See Note 18
Members’ units related to Nationstar Mortgage LLC	—			281,309
Preferred stock at $0.01 par value - 300,000 shares authorized, no shares issued and outstanding	—			—
Common stock at $0.01 par value - 1,000,000 shares authorized, 89,167 shares issued and outstanding	892			—
Additional paid-in-capital	550,757			—
Accumulated other comprehensive loss	(423		)	—
Retained earnings	86,461			—
Common shares held by subsidiary	(4,566		)	—
Total equity	633,121			281,309
Total liabilities and equity	$	4,896,230		$	1,787,931

See accompanying notes to the consolidated financial statements.

5

NATIONSTAR MORTGAGE HOLDINGS INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(dollars and shares in thousands, except per share data)

	For the three months ended June 30,						For the six months ended June 30,
	2012			2011			2012			2011
Revenues:
Servicing fee income	$	86,092		$	51,236		$	170,042		$	107,724
Other fee income	11,610			8,141			18,863			16,339
Total fee income	97,702			59,377			188,905			124,063
Gain on mortgage loans held for sale	102,345			22,822			172,857			43,328
Total revenues	200,047			82,199			361,762			167,391
Expenses and impairments:
Salaries, wages and benefits	78,747			48,372			140,412			95,295
General and administrative	46,410			15,746			75,522			31,310
Provision for loan losses	855			—			1,608			1,128
Loss on foreclosed real estate	1,490			2,099			3,755			4,346
Occupancy	2,870			2,185			5,652			4,444
Total expenses and impairments	130,372			68,402			226,949			136,523
Other income (expense):
Interest income	15,650			16,727			29,091			35,045
Interest expense	(35,913		)	(25,185		)	(60,893		)	(50,553		)
Loss on interest rate swaps and caps	(357		)	—			(625		)	—
Fair value changes in ABS securitizations	—			(3,613		)	—			(6,265		)
Total other income (expense)	(20,620		)	(12,071		)	(32,427		)	(21,773		)
Income before taxes	49,055			1,726			102,386			9,095
Income tax expense	12,780			—			15,925			—
Net income	36,275			1,726			86,461			9,095
Other comprehensive loss, net of tax:
Change in value of designated cash flow hedge	(423		)	(1,210		)	(423		)	(1,071		)
Comprehensive income	$	35,852		$	516		$	86,038		$	8,024
Earnings per share:
Basic earnings per share	$	0.41		$	0.02		$	1.06		$	0.13
Diluted earnings per share	$	0.41		$	0.02		$	1.05		$	0.13
Weighted average shares:
Basic	88,500			70,000			81,444			70,000
Dilutive effect of stock awards	1,028			—			649			—
Diluted	89,528			70,000			82,093			70,000
Dividends declared per share	$	—		$	—		$	—		$	—

See accompanying notes to the consolidated financial statements.

6

NATIONSTAR MORTGAGE HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(dollars and shares in thousands)

	Common Shares	Members’ Units			Common Stock		Additional Paid-in Capital		Accumulated  Other Comprehensive Loss			Retained Earnings		Common shares held by subsidiary			Total Shareholders’ Units and  Equity
Balance at December 31, 2010	—	$	255,301		$	—	$	—	$	1,071		$	—	$	—		$	256,372
Share-based compensation	—	14,815			—		—		—			—		—			14,815
Distributions to parent	—	(4,348		)	—		—		—			—		—			(4,348		)
Tax related share-based settlement of units by members	—	(5,346		)	—		—		—			—		—			(5,346		)
Net income	—	20,887			—		—		—			—		—			20,887
Change in value of cash flow hedge	—	—			—		—		(1,071		)	—		—			(1,071		)
Balance at December 31, 2011	—	281,309			—		—		—			—		—			281,309
(unaudited)
Contributions from parent – FIF HE	—	12,764			—		—		—			—		—			12,764
Change in value of cash flow hedge	—	—			—		—		(423		)	—		—			(423		)
LLC conversion of equity to common shares	70,000	(294,073		)	700		293,373		—			—		—			—
Common stock issuance	19,167	—			192		246,508		—			—		—			246,700
Share-based compensation	—	—			—		8,030		—			—		—			8,030
Excess tax benefit from share-based compensation	—	—			—		2,846		—			—		—			2,846
Withholding tax related to share based settlement of common stock by management	—	—			—		—		—			—		(4,566		)	(4,566		)
Net income	—	—			—		—		—			86,461		—			86,461
Balance at June 30, 2012	89,167	$	—		$	892	$	550,757	$	(423	)	$	86,461	$	(4,566	)	$	633,121

See accompanying notes to the consolidated financial statements.

7

NATIONSTAR MORTGAGE HOLDINGS INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

	For the six months ended June 30,
	2012			2011
Operating activities
Net income	$	86,461		$	9,095
Adjustments to reconcile net income to net cash (used in) / provided by operating activities:
Share-based compensation	8,030			10,526
Gain on mortgage loans held for sale	(172,857		)	(43,328		)
Provision for loan losses	1,608			1,128
Loss on foreclosed real estate	3,755			4,346
Loss on equity method investments	594			521
(Gain) / loss on derivatives including ineffectiveness on interest rate swaps and caps	625			(1,416		)
Fair value changes in ABS securitizations	—			6,265
Fair value changes in excess spread financing	7,263			—
Depreciation and amortization	3,385			1,560
Fair value changes in mortgage servicing rights	20,380			11,722
Amortization/Accretion of mortgage servicing rights at amortized cost	(624		)	—
Amortization of debt discount	8,481			6,446
Amortization of discounts	(2,630		)	(2,424		)
Mortgage loans originated and purchased, net of fees	(2,996,372		)	(1,378,039		)
Cost of loans sold and principal payments and prepayments, and other changes in mortgage loans originated as held for sale, net of fees	2,724,370			1,515,612
Changes in assets and liabilities:
Accounts receivable, net	(61,301		)	(30,799		)
Receivables from affiliates	871			1,642
Reverse mortgage interests	(220,788		)	—
Other assets	(81,893		)	(470		)
Payables and accrued liabilities	314,017			3,710
Net cash (used in)/provided by operating activities	(356,625		)	116,097

Continued on following page.

8

NATIONSTAR MORTGAGE HOLDINGS INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Continued)

(dollars in thousands)

	For the six months ended June 30,
	2012			2011
Investing activities
Principal payments received and other changes on mortgage loans held for investment, subject to ABS nonrecourse debt	—			14,285
Property and equipment additions, net of disposals	(8,102		)	(8,833		)
Acquisition of equity method investee	—			(6,600		)
Cash proceeds from assumption of reverse mortgage servicing obligations, net	11,852			—
Purchase of forward mortgage servicing rights, net of liabilities incurred	(1,979,836		)	(232		)
Loan repurchases from Ginnie Mae	(4,464		)	—
Proceeds from sales of REO	11,897			20,002
Net cash (used in) / provided by investing activities	(1,968,653		)	18,622
Financing activities
Issuance of Senior Unsecured Notes, net	269,500			—
Transfers (to) / from restricted cash, net	(101,609		)	6,794
Issuance of common stock, net of IPO issuance costs	249,550			—
Issuance of participating interest financing	182,577			—
Issuance of excess spread financing	187,438			—
Increase (decrease) in notes payable	1,539,185			(104,988		)
Repayment of nonrecourse debt – Legacy assets	(7,231		)	(14,693		)
Repayment of ABS nonrecourse debt	—			(29,085		)
Repayment of excess servicing spread financing	(5,507		)	—
Distributions to parent – FIF	—			(3,900		)
Debt financing costs	(35,178		)	(2,729		)
Tax related share-based settlement of units by members	—			(4,809		)
Net cash provided by / (used in) financing activities	2,278,725			(153,410		)
Net decrease in cash and cash equivalents	(46,553		)	(18,691		)
Cash and cash equivalents at beginning of period	62,445			21,223
Cash and cash equivalents at end of period	$	15,892		$	2,532
Supplemental disclosures of non-cash activities
Transfer of mortgage loans held for sale to REO at fair value	$	—		$	90
Transfer of mortgage loans held for investment to REO at fair value	3,192			3,675
Transfer of mortgage loans held for investment, subject to ABS nonrecourse debt to REO at fair value	—			9,616
Change in value of cash flow hedge–accumulated other comprehensive loss	(423		)	—
Mortgage servicing rights resulting from sale or securitization of mortgage loans	24,128			17,985
Excess tax benefit from share based compensation	2,846			—
Tax related share-based settlement of common stock	4,566			—
Liabilities incurred from acquired servicer advances	107,117			—

See accompanying notes to the consolidated financial statements.

9

NATIONSTAR MORTGAGE HOLDINGS INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, unless otherwise stated)

1. Nature of Business, Basis of Presentation and Material Transaction

Nature of Business

Nationstar Mortgage Holdings Inc. (Nationstar Inc. or the Company) is a Delaware corporation, formed in conjunction with and for the purpose of effecting an initial public offering by allowing common shareholders to own equity in a corporation instead of in a limited liability company.

Nationstar Inc. is a holding company that conducts no operating activities and owns no significant assets other than through its interests in its subsidiaries. Through its subsidiaries, Nationstar Inc. is engaged primarily in the servicing of residential mortgage loans for others and the origination and selling or securitization of single-family conforming mortgage loans to government-sponsored entities (GSE) or other third party investors in the secondary market. Nationstar Mortgage LLC (Nationstar), the Company's principal operating subsidiary, is one of the largest high touch non-bank servicers in the United States.

Basis of Presentation

In conjunction with the initial public offering of Nationstar Inc., Nationstar became a wholly-owned indirect subsidiary of Nationstar Inc. Prior to the reorganization and initial public offering (Reorganization), Nationstar was a wholly-owned subsidiary of FIF HE Holdings LLC (FIF). Nationstar Inc. was formed solely for the purpose of reorganizing the structure of FIF and Nationstar so that the common stock issuer was a corporation rather than a limited liability company. As such, investors own common stock rather than equity interests in a limited liability company. Upon completion of the initial public offering and Reorganization, all of the equity interests in Nationstar were transferred from FIF to two direct wholly-owned subsidiaries of Nationstar Inc. In conjunction with the Reorganization, FIF contributed certain assets to Nationstar. The Reorganization has been accounted for as a reorganization under common control and, accordingly, there was no change in the basis of the assets and liabilities. As part of the Reorganization, FIF exchanged its equity in Nationstar for 70,000,000 shares of common stock in Nationstar Inc.

The consolidated financial statements include the accounts of Nationstar Inc. and its wholly-owned subsidiaries and those variable interest entities (VIEs) where Nationstar Inc.'s wholly-owned subsidiaries are the primary beneficiaries. Nationstar Inc. applies the equity method of accounting to investments when the entity is not a VIE and Nationstar Inc. is able to exercise significant influence, but not control, over the policies and procedures of the entity but owns less than 50% of the voting interests. Intercompany balances and transactions have been eliminated. Results of operations, assets and liabilities of VIEs are included from the date that Nationstar Inc. became the primary beneficiary through the date Nationstar Inc. ceases to be the primary beneficiary.

The interim consolidated financial statements are unaudited; however, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results of the interim periods have been included. The consolidated interim financial statements of Nationstar Inc. have been prepared in accordance with generally accepted accounting principles (GAAP) 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 (SEC). Accordingly, the financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in Nationstar Mortgage LLC's Annual Report on Form 10-K filed on March 15, 2012. The results of operations for the six month period ended June 30, 2012, are not necessarily indicative of the results that may be expected for the year ended December 31, 2012. Certain prior period amounts have been reclassified to conform to the current period presentation. Nationstar Inc. evaluated subsequent events through the date these interim consolidated financial statements were issued.

Material Transaction

On March 6, 2012, Nationstar entered into an asset purchase agreement with Aurora Bank FSB and Aurora Loan Services LLC, (collectively "Aurora"). Nationstar and Aurora closed the asset purchase in June 2012. Nationstar paid Aurora approximately $2.0 billion that included mortgage servicing rights of approximately $271.5 million and servicing advance receivables of approximately $1.7 billion. As a part of the purchase, certain other assets and liabilities were also acquired. The mortgage servicing rights relate to approximately 300,000 residential mortgage loans with an unpaid principal balance of over $63 billion. As of the closing date, Nationstar entered into certain financing arrangements amounting to approximately $1.3 billion

10

for the servicing advance receivables and $176.5 million for excess spread financing related to the mortgage servicing rights. The remainder of the purchase price was funded with Nationstar cash.

During June 2012, loans with an unpaid principal balance of $6.2 billion were boarded onto Nationstar's servicing platform, with the remaining $57.0 billion boarded in July 2012. The loans boarded in July 2012 were subserviced by Aurora until they were boarded by Nationstar.

2. Recent Accounting Developments

Accounting Standards Update No. 2011-03, Reconsideration of Effective Control for Repurchase Agreements (Update No. 2011-03). Update No. 2011-03 is intended to improve the accounting and reporting of repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. This amendment removes the criterion pertaining to an exchange of collateral such that it should not be a determining factor in assessing effective control, including (i) the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of default by the transferee, and (ii) the collateral maintenance implementation guidance related to that criterion. Other criteria applicable to the assessment of effective control are not changed by the amendments in the update. The amendments in this update were effective for interim and annual periods beginning after December 15, 2011. The adoption of Update No. 2011-03 did not have a material impact on the Company’s financial condition, liquidity or results of operations.

Accounting Standards Update No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS (Update No. 2011-04). Update No. 2011-04 is intended to provide common fair value measurement and disclosure requirements in GAAP and International Financial Reporting Standards (IFRS). The changes required in this update include changing the wording used to describe many of the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The amendments in this update are to be applied prospectively and were effective for interim and annual periods beginning after December 15, 2011. Upon adoption, certain disclosure requirements were added to the Fair Value Measurements footnote. The adoption of Update No. 2011-04 did not have a material impact on the Company’s financial condition, liquidity or results of operations.

Accounting Standards Update No. 2011-05, Presentation of Comprehensive Income (Update No. 2011-05). Update No. 2011-05 is intended to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. Update No. 2011-05 eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity and now requires that all non-owner changes in shareholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This update does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The amendments in this update are to be applied retrospectively and were effective for interim and annual periods beginning after December 15, 2011. The adoption of Update No. 2011-05 did not have a material impact on the Company’s financial statements.

Accounting Standards Update No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No 2011-05 (Update No. 2011-12). Update 2011-12 is intended to temporarily defer the effective date of the requirement to present separate line items on the income statement for reclassification adjustments of items out of accumulated other comprehensive income into net income as required by Update No. 2011-05. All other requirements in Update 2011-05 are not affected by this update. This update does not change the requirement to present reclassifications adjustments within other comprehensive income either on the face of the statement that reports other comprehensive income or in the notes to the financial statements (Update 2011-05). The amendments in this update were effective for interim and annual periods beginning after December 15, 2011. The adoption of Update No. 2011-12 did not have a material impact on the Company's financial statements.

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 and any mortgage servicing rights

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subsequently retained in the securitization.

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.

A Variable Interest Entity (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 VIE that most significantly impact the VIE's 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.

Current accounting guidance requires that all existing SPEs be evaluated for consolidation. 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.

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 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 they 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 Accounting Standards Codification (ASC) 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.

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 consolidates the SPEs created for the purpose of issuing debt supported by collections on loans and advances that

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have been transferred to it as VIEs, and Nationstar is the primary beneficiary of these VIEs. The Company consolidates the assets and liabilities of the VIEs onto its consolidated financial statements.

In December 2011, Nationstar sold its remaining variable interest in a securitization trust that had been a consolidated VIE since January 1, 2010 and deconsolidated the VIE. In accordance with ASC 810 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 as of December 31, 2011. Upon deconsolidation of this VIE, Nationstar derecognized the securitized mortgage loans held for investment, subject to ABS nonrecourse debt, the related ABS nonrecourse debt, as well as certain other assets and liabilities of the securitization trust, and recognized any MSRs on the consolidated balance sheet. The impact of this derecognition on the Company’s consolidated statement of operations was recognized in the fourth quarter of 2011 in the fair value changes in ABS securitizations line item.

A summary of the assets and liabilities of Nationstar’s transactions with VIEs included in the Company’s consolidated financial statements as of June 30, 2012 and December 31, 2011 is presented in the following tables (in thousands):

	June 30, 2012		December 31, 2011
	Transfers Accounted for as Secured Borrowings		Transfers Accounted for as Secured Borrowings
ASSETS
Restricted cash	$	47,464	$	22,316
Accounts receivable	1,883,312		279,414
Mortgage loans held for investment, subject to nonrecourse debt	229,797		237,496
REO	2,537		3,668
Total Assets	$	2,163,110	$	542,894
LIABILITIES
Notes payable	$	1,528,791	$	244,574
Payables and accrued liabilities	1,469		977
Derivative financial instruments	6,776		—
Nonrecourse debt–Legacy Assets	106,271		112,490
Total Liabilities	$	1,643,307	$	358,041

A summary of the outstanding collateral and certificate balances for securitization trusts, including any retained beneficial interests and MSRs, that were not consolidated by Nationstar for the periods indicated are as follows (in thousands):

	June 30, 2012		December 31, 2011
Total collateral balances	$	4,335,667	$	4,579,142
Total certificate balances	4,338,552		4,582,598
Total mortgage servicing rights at fair value	28,182		28,635

Nationstar has not retained any variable interests in the unconsolidated securitization trusts that were outstanding as of June 30, 2012 or December 31, 2011, and therefore does not have a significant maximum exposure to loss related to these unconsolidated VIEs. A summary of mortgage loans transferred to unconsolidated securitization trusts that are 60 days or more past due and the credit losses incurred in the unconsolidated securitization trusts are presented below (in thousands):

	As of or for the six months ended,
	June 30, 2012				June 30, 2011
	Principal Amount of Loans 60 Days or More Past Due		Credit Losses		Principal Amount of Loans 60 Days or More Past Due		Credit Losses
Total securitization trusts	$	891,261	$	154,425	$	751,431	$	120,290

Certain cash flows received from securitization trusts accounted for as sales for the dates indicated were as follows (in

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thousands):

	For the three months ended								For the six months ended
	June 30, 2012				June 30, 2011				June 30, 2012				June 30, 2011
	Servicing Fees Received		Loan Repurchases		Servicing Fees Received		Loan Repurchases		Servicing Fees Received		Loan Repurchases		Servicing Fees Received		Loan Repurchases
Total securitization trusts	$	7,939	$	—	$	7,621	$	—	$	15,832	$	—	$	15,359	$	—

4. Consolidated Statement of Cash Flows-Supplemental Disclosure

Total interest paid for the six months ended June 30, 2012 and 2011 was approximately $46.4 million and $45.8 million, respectively. Income taxes paid for the six months ended June 30, 2012 was $9.1 million. There were no income taxes paid for the six months ended June 30, 2011.

5. Accounts Receivable

Accounts receivable consist primarily of accrued interest receivable on mortgage loans and securitizations, accrued servicing fees, 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):

	June 30, 2012		December 31, 2011
Delinquent interest advances	$	1,286,525	$	213,737
Corporate and escrow advances	1,028,722		299,946
Insurance deposits	1,750		1,750
Accrued interest	3,449		1,512
Receivables from trusts	16,920		4,664
Accrued servicing fees	95,632		20,865
Other	54,993		19,826
Total accounts receivable	$	2,487,991	$	562,300

6. Mortgage Loans Held for Sale and Investment

Mortgage loans held for sale

Nationstar maintains a strategy of originating mortgage loan products primarily for the purpose of selling to GSEs 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 shortly after origination.

Nationstar has elected to measure newly originated prime residential mortgage loans held for sale at fair value, as permitted under ASC 825, Financial Instruments. Nationstar estimates fair value by evaluating a variety of market indicators, including recent trades and outstanding commitments, calculated on an aggregate basis (see Note 14 – Fair Value Measurements).

Mortgage loans held for sale consist of the following (in thousands):

	June 30, 2012		December 31, 2011
Mortgage loans held for sale – unpaid principal balance	$	796,888	$	442,596
Mark-to-market adjustment	41,018		16,030
Total mortgage loans held for sale	$	837,906	$	458,626

We had no mortgage loans held for sale on a nonaccrual status at June 30, 2012 or December 31, 2011.

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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 six months ended June 30,	2012			2011
Mortgage loans held for sale – beginning balance	$	458,626		$	369,617
Mortgage loans originated and purchased, net of fees	2,996,372			1,378,039
Cost of loans sold, net of fees	(2,639,778		)	(1,490,814		)
Principal payments received on mortgage loans held for sale and other changes	24,188			4,465
Transfer of mortgage loans held for sale to held for investment	(1,502		)	(288		)
Mortgage loans held for sale – ending balance	$	837,906		$	261,019

Mortgage loans held for investment, subject to nonrecourse debt - legacy assets, net

Mortgage loans held for investment, subject to nonrecourse debt – legacy assets 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.

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.

Nationstar accounts for the loans that were transferred to held for investment from held for sale during October 2009 in a manner similar to ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. At the date of transfer, management evaluated such loans to determine whether there was evidence of deterioration of credit quality since acquisition and if it was probable that Nationstar would be unable to collect all amounts due according to the loan’s contractual terms. The transferred loans were aggregated into separate pools of loans based on common risk characteristics (loan delinquency). Nationstar considers expected prepayments, and estimates the amount and timing of undiscounted expected principal, interest, and other cash flows for each aggregated pool of loans. The determination of expected cash flows utilizes internal inputs such as prepayment speeds and credit losses. These internal inputs require the use of judgment and can have a significant impact on the accretion of income and/or valuation allowance. Nationstar determines the excess of the pool’s scheduled contractual principal and contractual interest payments over all cash flows expected as of the transfer date as an amount that should not be accreted (nonaccretable difference). The remaining amount is accreted into interest income over the remaining life of the pool of loans (accretable yield).

Over the life of the transferred loans, management continues to estimate cash flows expected to be collected. Nationstar evaluates at the balance sheet date whether the present value of the loans determined using the effective interest rates has decreased, and if so, records an allowance for loan loss. The present value of any subsequent increase in the transferred loans cash flows expected to be collected is used first to reverse any existing allowance for loan loss related to such loans. Any remaining increase in cash flows expected to be collected are used to adjust the amount of accretable yield recognized on a prospective basis over the remaining life of the loans.

Nationstar accounts for its allowance for loan losses for all other mortgage loans held for investment in accordance with ASC 450-20, Loss Contingencies. The allowance for loan losses represents management’s best estimate of probable losses inherent in the loans held for investment portfolio. Mortgage loans held for investment portfolio is comprised primarily of large groups of homogeneous residential mortgage loans. These loans are evaluated based on the loan’s present delinquency status. The entire allowance is available to absorb probable credit losses from the entire held for investment portfolio.

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Mortgage loans held for investment, subject to nonrecourse debt—legacy assets, net as of the dates indicated include (in thousands):

	June 30, 2012		December 31, 2011
Mortgage loans held for investment, subject to nonrecourse debt - legacy assets, net – unpaid principal balance	$	365,258	$	375,720
Transfer discount
Accretable	(22,193)		(22,392		)
Non-accretable	(98,791)		(104,024		)
Allowance for loan losses	(6,101)		(5,824		)
Total mortgage loans held for investment, subject to nonrecourse debt -legacy assets, net	$	238,173	$	243,480

The changes in accretable yield on loans transferred to mortgage loans held for investment, subject to nonrecourse debt- legacy assets were as follows (in thousands):

	Six months ended June 30, 2012			Year ended December 31,2011
Accretable Yield
Balance at the beginning of the period	$	22,392		$	25,219
Additions	—			—
Accretion	(1,886		)	(4,131		)
Reclassifications from (to) nonaccretable discount	1,687			1,304
Disposals	—			—
Balance at the end of the period	$	22,193		$	22,392

Nationstar may periodically modify the terms of any outstanding mortgage loans held for investment, subject to nonrecourse debt-legacy assets, net for loans that are either in default or in imminent default. Modifications often involve reduced payments by borrowers, modification of the original terms of the mortgage loans, forgiveness of debt and/or increased servicing advances. As a result of the volume of modification agreements entered into, the estimated average outstanding life in this pool of mortgage loans has been extended. Nationstar records interest income on the transferred loans on a level-yield method. To maintain a level-yield on these transferred loans over the estimated extended life, Nationstar reclassified approximately $0.5 million for the three months ended June 30, 2012, $1.7 million for the six months ended June 30, 2012, and $1.3 million for the year ended December 31, 2011 from nonaccretable difference. Furthermore, Nationstar considers the decrease in principal, interest, and other cash flows expected to be collected arising from the transferred loans as an impairment, and Nationstar recorded provisions for loan losses of $0.9 million for the three months ended June 30, 2012 on the transferred loans to reflect this impairment. There were no additional provision required for the three months period ended June 30, 2011. Nationstar recorded provisions for loan losses of $1.1 million for the six months ended June 30, 2011, and $1.6 million for the six months ended June 30, 2012 on the transferred loans to reflect this impairment.

Nationstar collectively evaluates all mortgage loans held for investment, subject to nonrecourse debt-legacy assets for impairment. The changes in the allowance for loan losses on mortgage loans held for investment, subject to nonrecourse debt-legacy assets, net were as follows (in thousands) for the dates indicated:

	Six months ended June 30, 2012
	Performing			Non-Performing			Total
Balance at the beginning of the period	$	1,641		$	4,183		$	5,824
Provision for loan losses	1,876			(268		)	1,608
Recoveries on loans previously charged-off	—			—			—
Charge-offs	(978		)	(353		)	(1,331		)
Balance at the end of the period	$	2,539		$	3,562		$	6,101
Ending balance – collectively evaluated for impairment	$	294,527		$	70,731		$	365,258

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	Year ended December 31,2011
	Performing			Non-Performing			Total
Balance at the beginning of the period	$	829		$	2,469		$	3,298
Provision for loan losses	1,346			2,191			3,537
Recoveries on loans previously charged-off	—			—			—
Charge-offs	(534		)	(477		)	(1,011		)
Balance at the end of the period	$	1,641		$	4,183		$	5,824
Ending balance – Collectively evaluated for impairment	$	283,770		$	91,950		$	375,720

Loan delinquency and loan-to-value ratio (LTV) are common credit quality indicators that Nationstar monitors and utilizes in its evaluation of the adequacy of the allowance for loan losses, of which the primary indicator of credit quality is loan delinquency. LTV refers to the ratio of comparing the loan’s unpaid principal balance to the property’s collateral value. Loan delinquencies and unpaid principal balances are updated monthly based upon collection activity. Collateral values are updated from third-party providers on a periodic basis. For an event requiring a decision based at least in part on the collateral value, Nationstar takes its last known value provided by a third party and then adjusts the value based on the applicable home price index.

The following tables provide the outstanding unpaid principal balance of Nationstar’s mortgage loans held for investment by credit quality indicators as of dates indicated.

	June 30, 2012		December 31, 2011
	(in thousands)
Credit Quality by Delinquency Status
Performing	$	294,527	$	283,770
Non-Performing	70,731		91,950
Total	$	365,258	$	375,720
Credit Quality by Loan-to-Value Ratio
Less than 60	$	40,213	$	42,438
Less than 70 and more than 60	14,637		15,968
Less than 80 and more than 70	22,472		25,190
Less than 90 and more than 80	28,169		32,620
Less than 100 and more than 90	35,844		33,708
Greater than 100	223,923		225,796
Total	$	365,258	$	375,720

Performing loans refer to loans that are less than 90 days delinquent. Non-performing loans refer to loans that are greater than 90 days delinquent.

Reverse mortgage interests

Reverse mortgage interests consists of fees paid to taxing authorities for borrowers’ unpaid taxes and insurance, and payments made to borrowers for line of credit draws on the reverse mortgages. These advances include due and payable advances, which are recovered upon the sale of the subject property, and defaulted advances that can be securitized and sold. As of June 30, 2012, Nationstar had $310.1 million in outstanding reverse mortgage interests.

Nationstar accounts for outstanding and future reverse mortgage interests as financing receivables in accordance with ASC 310, Receivables. Interest and other unpaid taxes and fees are accrued monthly and capitalized as part of the outstanding advance balance. When Nationstar determines that a loss on the advance balance is probable and that the carrying balance may be partially or fully uncollectible, an allowance for loan loss is established by recording a provision for loan losses in the consolidated statement of operations.

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7. Mortgage Servicing Rights (MSRs)

MSRs at fair value

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 and for which the servicing rights are retained. 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 identifies MSRs related to all existing forward residential mortgage loans transferred to a third party in a transfer that meets the requirements for sale accounting or through the acquisition of rights to service forward residential mortgage loans that do not relate to assets transferred by Nationstar through the purchase of these rights from third parties as a class of MSR. Nationstar applies fair value accounting to this class of MSRs, with all changes in fair value recorded as charges or credits to servicing fee income in accordance with ASC 860-50, Servicing Assets and Liabilities.

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 (including servicing costs) that management believes are consistent with the assumptions other major market participants use in valuing the MSRs. Certain of the forward loans underlying the MSRs are prime agency and government conforming residential forward mortgage loans and as such are more interest rate sensitive whereas the remaining MSRs are more credit sensitive. The nature of the forward loans underlying the MSRs affects the assumptions that management believes other major market participants use in valuing the MSRs. Nationstar obtains third-party valuations for a portion of its MSRs to assess the reasonableness of the fair value calculated by the cash flow model.

Certain of the forward loans underlying the mortgage servicing rights carried at fair value that are owned by Nationstar are credit sensitive in nature and the value of these mortgage servicing rights are more likely to be affected from changes in credit losses than from interest rate movement. The remaining forward loans underlying Nationstar’s MSRs held at fair value are prime agency and government conforming residential mortgage loans for which the value of these MSRs are more likely to be affected from interest rate movement than changes in credit losses.

Nationstar used the following weighted average assumptions in estimating the fair value of MSRs for the dates indicated:

Credit Sensitive MSRs	June 30, 2012		December 31, 2011
Discount rate	17.93	%	25.71	%
Total prepayment speeds	20.09	%	15.80	%
Expected weighted-average life	4.79 years		5.15 years
Credit losses	25.09	%	35.42	%
Interest Rate Sensitive MSRs	June 30, 2012		December 31, 2011
Discount rate	10.65	%	10.46	%
Total prepayment speeds	18.03	%	19.02	%
Expected weighted-average life	4.91 years		5.04 years
Credit losses	10.22	%	9.73	%

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The activity of MSRs carried at fair value is as follows for the dates indicated (in thousands):

	Six months ended June 30, 2012			Year ended December 31,2011
Fair value at the beginning of the period	$	251,050		$	145,062
Additions:
Servicing resulting from transfers of financial assets	24,128			36,474
Recognition of servicing assets from derecognition of variable interest entities	—			5,714
Purchases of servicing assets	341,664			102,800
Changes in fair value:
Due to changes in valuation inputs or assumptions used in the valuation model	(1,686		)	(14,207		)
Other changes in fair value	(18,694		)	(24,793		)
Fair value at the end of the period	$	596,462		$	251,050
Unpaid principal balance of forward loans serviced for others
Originated or purchased mortgage loans
Credit sensitive loans	$	102,335,034		$	32,408,623
Interest sensitive loans	14,779,772			11,844,831
Total owned loans	$	117,114,806		$	44,253,454

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 June 30, 2012 and December 31, 2011 (in thousands):

	Discount Rate						Total Prepayment Speeds						Credit Losses
	100 bps Adverse Change			200 bps Adverse Change			10% Adverse Change			20% Adverse Change			10% Adverse Change			20% Adverse Change
June 30, 2012
Mortgage servicing rights	$	(18,914	)	$	(36,648	)	$	(68,006	)	$	(137,411	)	$	(51,448	)	$	(107,296	)
December 31, 2011
Mortgage servicing rights	$	(6,640	)	$	(12,929	)	$	(13,281	)	$	(25,215	)	$	(5,081	)	$	(10,944	)

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 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.

MSRs at amortized cost

Additionally, Nationstar has acquired servicing rights for reverse mortgage loans. For this class of servicing rights, Nationstar applies the amortization method (i.e., lower of cost or market) with the capitalized cost of the MSRs amortized in proportion and over the period of the estimated net future servicing income and recognized as an adjustment to servicing fee income. The expected period of the estimated net servicing income is based, in part, on the expected prepayment period of the underlying reverse mortgages. This class of MSRs is periodically evaluated for impairment. For purposes of measuring impairment, MSRs are stratified based on predominant risk characteristics of the underlying serviced loans. These risk characteristics include loan type (fixed or adjustable rate), term and interest rate. Impairment, if any, represents the excess of amortized cost of an individual stratum over its estimated fair value and is recognized through a valuation allowance.

As of June 30, 2012, Nationstar owns the right to service certain reverse mortgage MSRs with an unpaid principal balance of $27.2 billion. The initial carrying amount of these MSRs is based on the relative fair value of the purchased assets and

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liabilities including reverse mortgage interests. These MSRs are subsequently accounted for using the amortization method. Amortization / accretion is recorded as service fee income on the statement of operations and comprehensive income. Nationstar utilizes a variety of assumptions in assessing the fair value of its servicing assets or liabilities, with the primary assumptions including discount rates and the expected weighted average life. At June 30, 2012, no impairment was identified.

The activity of MSRs carried at amortized cost is as follows for the date indicated (in thousands):

	Six months Ended
	June 30, 2012
	Assets			Liabilities
Activity of MSRs at amortized cost
Balance at the beginning of the period	$	—		$	—
Additions:
Purchase /Assumptions of servicing rights/obligations	9,000			83,246
Deductions:
Amortization/Accretion	(643		)	(1,267		)
Balance at end of the period	$	8,357		$	81,979

Subserviced loans

In addition to the two classes of MSRs that Nationstar services for others, Nationstar also subservices loans on behalf of owners of MSRs or loans for a fee. Nationstar has no recorded value for its subservicing arrangements. At June 30, 2012 and December 31, 2011, the unpaid principal balances under subservicing arrangements were $47.6 billion and $53.7 billion, respectively.

Total servicing and ancillary fees from Nationstar’s servicing portfolio of residential mortgage loans are presented in the following table for the periods indicated (in thousands):

	For the three months ended June 30				For the six months ended June 30
	2012		2011		2012		2011
Servicing fees	$	65,769	$	42,060	$	127,973	$	85,197
Ancillary fees	23,573		18,719		49,538		37,076
Total servicing and ancillary fees	$	89,342	$	60,779	$	177,511	$	122,273

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8. Other Assets

Other assets consisted of the following (in thousands):

	June 30, 2012		December 31, 2011
Interest rate locks	$	53,193	$	11,302
Deferred financing costs	26,995		12,059
Deposit in escrow for ResCap acquisition	72,000		—
Deposits pending on mortgage servicing rights acquisitions	1,770		28,904
Loans subject to repurchase right from Ginnie Mae	46,130		35,735
Equity method investment	9,727		6,493
Margin call deposits	7,325		4,518
Prepaid expenses	3,176		4,286
Unsecured loans	1,818		1,827
Other	4,127		1,057
Total other assets	$	226,261	$	106,181

In conjunction with Nationstar's definitive agreement to acquire certain assets from Residential Capital, LLC (see Note 23), Nationstar was required to place in escrow $72.0 million toward the purchase price. Also, as a part of the transaction, Newcastle Investment Corp. (Newcastle) remitted $25.2 million to Nationstar toward the escrow payment. Such amount has been recorded in payables and accrued liabilities in the Company's consolidated balance sheet and would be repaid to Newcastle in the event that the agreement is not consummated.

Deposits pending on mortgage servicing rights acquisitions primarily consist of amounts transferred to third parties for the future acquisition of mortgage servicing. In December 2011, Nationstar entered into an agreement with a financial institution to acquire the rights to service reverse mortgages with an unpaid principal balance of approximately $9.5 billion, of which the underlying reserve mortgages are currently owned by an unaffiliated GSE. The purchase of these servicing rights was completed upon the approval of the GSE which was received in June 2012. Upon execution of the purchase, Nationstar assumed responsibility for advance obligations on the underlying reverse mortgage loans. Nationstar paid $9.0 million for the purchase of these servicing rights which had previously been deposited with the financial institution. Also, as of December 31, 2011, Nationstar had placed in escrow $17.9 million relating to the purchase of the mortgage servicing rights and related outstanding advance balances with the same financial institution. Such purchase was completed in January 2012 and these escrow amounts were released. In addition, Nationstar has entered into separate agreements to purchase forward mortgage servicing rights. These amounts are carried as deposits on acquired servicing rights acquisitions until the underlying forward residential mortgage loan balances are transferred to Nationstar. Nationstar has deposited with a counterparty for servicing rights on forward mortgages for $1.8 million as of June 30, 2012 that are expected to be originated and transferred to Nationstar during the third quarter of 2012, and $2.0 million as of December 31, 2011 that were originated and transferred to Nationstar during the first quarter of 2012.

For certain loans sold to GNMA (Ginnie Mae), Nationstar as the servicer has the unilateral right to repurchase without Ginnie Mae’s prior authorization any individual loan in a Ginnie Mae securitization pool if that loan meets certain criteria, including being delinquent greater than 90 days. Once Nationstar has the unilateral right to repurchase the delinquent loan, Nationstar has effectively regained control over the loan, and under GAAP, must re-recognize the loan on its balance sheet and establish a corresponding repurchase liability regardless of Nationstar’s intention to repurchase the loan. Nationstar’s re-recognized loans included in other assets and the corresponding liability in payables and accrued liabilities was $46.1 million at June 30, 2012 and $35.7 million at December 31, 2011.

In March 2011, Nationstar acquired a 22% interest in ANC Acquisition LLC (ANC) for an initial investment of $6.6 million. ANC is the parent company of National Real Estate Information Services, LP (NREIS) a real estate services company. In March 2012 FIF contributed its 13% investment in ANC to Nationstar, increasing the overall investment to 35%. As Nationstar is able to exercise significant influence, but not control, over the policies and procedures of the entity, and Nationstar owns less than 50% of the voting interests, Nationstar applies the equity method of accounting. NREIS, an ancillary real estate services and vendor management company, offers comprehensive settlement and property valuation services for both originations and default management channels. Direct or indirect product offerings include title insurance agency, tax searches, flood certification, default valuations, full appraisals and broker price opinions.

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A summary of the assets, liabilities, and operations of ANC as of the following periods are presented in the following tables (in thousands):

							June 30, 2012			December 31, 2011
ASSETS
Cash							$	3,100		$	2,486
Accounts receivable							2,675			5,296
Receivables from affiliates							257			92
Equity method investments							2,881			2,788
Property and equipment, net							2,044			1,995
Goodwill and other intangible assets							33,796			33,876
Other assets							488			590
Total assets							$	45,241		$	47,123
LIABILITIES
Notes payable							$	4,724		$	4,724
Payables and accrued liabilities							13,882			13,236
Total liabilities							$	18,606		$	17,960
	Three months ended June 30,						Six months ended June 30,
	2012			2011			2012			2011
REVENUES
Sales	$	13,083		$	12,201		$	28,379		$	12,201
Cost of sales	(10,080		)	(10,722		)	(21,431		)	(10,722		)
Net sales revenues	3,003			1,479			6,948			1,479
OTHER INCOME/(EXPENSE)
Operating costs	(4,559		)	(3,951		)	(9,062		)	(3,951		)
Income from equity method investments	552			405			1,255			405
Depreciation and amortization	(373		)	(219		)	(761		)	(219		)
Other income/(expense)	(39		)	(53		)	(69		)	(53		)
Loss from discontinued operations	(12		)	(27		)	(35		)	(27		)
Total other income/(expense)	(4,431		)	(3,845		)	(8,672		)	(3,845		)
Net loss	$	(1,428	)	$	(2,366	)	$	(1,724	)	$	(2,366	)

Nationstar recorded a net charge to earnings related to loss on equity method investments of $0.5 million and $0.6 millionfor the three and six months endedJune 30, 2012, respectively, and a $0.5 million loss related to the three and six months endedJune 30, 2011, which is included as a component of other fee income in Nationstar’s consolidated statement of operations.

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9. Payables and Accrued Liabilities

Payables and accrued liabilities consist of the following (in thousands):

	June 30, 2012		December 31, 2011
Payables to securitization trusts	$	10,250	$	10,665
Loans subject to repurchase from Ginnie Mae	46,130		35,735
Cancelled lease reserves	7,810		9,160
Legal and professional fees	9,345		5,931
MSR purchases payable	169,265		8,204
Accrued bonus and payroll	23,864		21,236
Accrued interest	18,715		10,225
Mortgage insurance premiums and reserves	58,604		19,162
Government sponsored entities	43,499		18,728
Repurchase reserves	12,424		10,026
Deposit from MSR co-investor for ResCap	25,200		—
Reverse mortgage payables	95,823		—
Originations closed not funded	51,626		—
Taxes	12,790		154
Other	54,494		34,563
Total payables and accrued liabilities	$	639,839	$	183,789

10. Derivative Financial Instruments

Nationstar enters into interest rate lock commitments (IRLCs) with prospective borrowers. These commitments are carried at fair value in accordance with 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 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 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 a component of other assets and mortgage loans held for sale, respectively, in the consolidated balance sheets. The initial and subsequent changes in value on forward sales of MBS and forward sale commitments are a component of gain on mortgage loans held for sale.

Periodically, Nationstar enters into interest rate swap agreements to hedge the interest payment on the warehouse debt. 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 gain/(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. Interest rate swaps designated as cash flow hedges under ASC 815 are recorded at fair value on the Company’s consolidated balance sheet, with any changes in fair value related to the effective portion of the hedge being recorded as an adjustment to other comprehensive income. To qualify as a cash flow hedge, the hedge must be highly effective at reducing the risk associated with the exposure being hedged and must be formally designated at hedge inception. Nationstar considers a hedge to be highly effective if the change in fair value of the derivative hedging instrument is within 80% to 125% of the change in the fair value of the hedged item attributable to the hedged risk. Ineffective portions of the cash flow hedge are reflected in earnings as they occur as a component of interest expense.

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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.

In conjunction with the Reorganization, FIF contributed outstanding interest rate swaps in March 2012 to Nationstar. These interest rate swaps on ABS debt generally require Nationstar to pay a fixed interest rate and receive a variable interest rate based on LIBOR. The outstanding interest rate swaps have not been designated as accounting hedges during the six months ended June 30, 2012. Any changes in fair value are recorded as a component of gains or losses on interest rate swaps and caps in Nationstar’s consolidated statement of operations.

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The following table shows the effect of derivative financial instruments that were designated as accounting hedges for the three and six months ended June 30, 2012 and 2011.

The Effect of Derivative Instruments on the Statement of Operations

(in thousands)

Derivatives in ASC 815 Cash Flow Hedging Relationships	Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)			Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)	Amount of  Gain (Loss) Recognized in Income on Derivative (Ineffective Portion)
For the three months ended June 30, 2012
Interest Rate Swap	$	(423	)	Interest Expense	$	—	Interest Expense	$	—
For the three months ended June 30, 2011
Interest Rate Swap	$	(1,210	)	Interest Expense	$	336	Interest Expense	$	514
For the six months ended June 30, 2012
Interest Rate Swap	$	(423	)	Interest Expense	$	—	Interest Expense	$	—
For the six months ended June 30, 2011
Interest Rate Swap	$	(1,071	)	Interest Expense	$	582	Interest Expense	$	1,416

As of June 30, 2012, there was no credit risk related to contingent features in any of the Company's derivative agreements.

The following tables provide the outstanding notional balances and fair values of outstanding positions for the dates indicated, and recorded gains/(losses) during the periods indicated (in thousands):

	Expiration Dates	Outstanding Notional		Fair Value		Recorded Gains / (Losses)
For the six months ended June 30, 2012
MORTGAGE LOANS HELD FOR SALE
Loan sale commitments	2012	$	7,782	$	306	$	(328	)
OTHER ASSETS
IRLCs	2012	2,443,489		53,193		41,891
LIABILITIES
Interest rate swaps and caps	2012-2015	675,124		6,778		188
Interest rate swaps on ABS debt (1)	2012-2017	963,973		1,243		(813		)
Forward MBS trades	2012	2,154,800		10,890		(5,060		)
Year ended December 31,2011
MORTGAGE LOANS HELD FOR SALE
Loan sale commitments	2012	$	28,047	$	634	$	592
OTHER ASSETS
IRLCs	2012	736,377		11,302		6,598
LIABILITIES
Interest rate swaps and caps	2012-2015	193,500		6,540		1,261
Forward MBS trades	2012	691,725		5,830		(9,792		)
Interest rate swap, subject to ABS nonrecourse debt (2)	—	—		—		(8,058		)

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(1) In March 2012, Nationstar received interest rate swaps from FIF as a part of the reorganization.

(2) In December 2011, Nationstar sold its remaining variable interest in a securitization trust that had been a consolidated VIE since January 1, 2010 and deconsolidated the VIE. Upon deconsolidation of this VIE, Nationstar derecognized the related ABS nonrecourse debt and therefore the underlying interest rate swap, subject to ABS nonrecourse debt.

11. Indebtedness

Notes Payable

A summary of the balances of notes payable for the dates indicated is presented below (in thousands).

	June 30, 2012				December 31, 2011
	Outstanding		Collateral Pledged		Outstanding		Collateral Pledged
Servicing Segment Notes Payable
MBS advance financing facility	$	157,241	$	160,450	$	179,904	$	182,096
Securities repurchase facility (2011)	11,774		55,603		11,774		55,603
2010-ABS advance financing facility	197,085		227,987		219,563		249,499
2011-1 Agency advance financing facility	42,705		47,492		25,011		28,811
MSR note	7,404		14,367		10,180		16,230
2012-AW Agency advance financing facility	84,151		102,164		—		—
2012-C ABS advance financing facility	533,217		690,097		—		—
2012-R ABS advance financing facility	312,092		371,422		—		—
2012-W ABS advance financing facility	359,541		442,912		—		—
Reverse participations financing facility	—		—		—		—
Originations Segment Notes Payable
$375 million warehouse facility	297,743		314,763		46,810		51,040
$150 million warehouse facility	77,251		83,891		251,722		265,083
$250 million warehouse facility (2011)	109,729		115,509		7,310		7,672
$100 million warehouse facility (2009)	98,747		102,861		16,047		16,715
ASAP+ facility	123,684		121,458		104,858		104,006
Total notes payable	$	2,412,364	$	2,850,976	$	873,179	$	976,755

Servicing Segment Notes Payable

MBS advance financing facility - Nationstar has a one-year committed facility agreement with a GSE, under which Nationstar may 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 $325 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 currently December 2012.

Securities repurchase facility (2011) - In December 2011, Nationstar entered into a securities repurchase facility with a financial services company that was amended in February 2012 to extend the expiration to February 22, 2013. The MRA states that Nationstar may from time to time transfer to the financial services company eligible securities against the transfer of funds by the financial services company, with a simultaneous agreement by the financial services company to transfer such securities to Nationstar at a certain date, or on demand by Nationstar, against the transfer of funds from Nationstar. Additionally, the financial services company may elect to extend the transfer date for an additional 90 days at mutually agreed upon terms. The interest rate is based on LIBOR plus a margin of 3.50%. As of June 30, 2012, Nationstar has pledged the Company’s $55.6 million outstanding retained interest in the outstanding Nonrecourse debt—Legacy Assets securitization which was structured as a financing.

2010-ABS advance financing facility - In December 2010, Nationstar executed the 2010-ABS Advance Financing Facility with a financial institution. This facility has the capacity to purchase up to $300 million of advance receivables. The interest rate is based on LIBOR plus a spread of 3.00%. This facility matures in May 2014. This debt is nonrecourse to Nationstar.

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2011-1 Agency advance financing facility - In October 2011, Nationstar executed the 2011-1 Agency Advance Financing Facility with a financial institution. This facility has the capacity to borrow up to $300 million and the interest rate is based on LIBOR plus a spread ranging from 2.5% to 6.50% depending upon class of the note. The maturity date of this facility is October 2012. This facility is secured by servicing advance receivables and is nonrecourse to Nationstar.

MSR note - In connection with the October 2009 MSR 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.

2012-AW Agency advance financing facility - In June 2012, Nationstar executed the 2012-AW Agency Advance Financing Facility with a financial institution. This facility has the capacity to borrow up to $100 million and the interest rate is based on LIBOR plus a spread of 2.50%. The maturity date of this facility is June 2013. This facility is secured by servicing advance receivables and is nonrecourse to Nationstar.

2012-C ABS advance financing facility - In June 2012, Nationstar executed the 2012-C ABS Advance Financing Facility with a financial institution. This facility has the capacity to borrow up to $600 million and the interest rate is based on LIBOR plus a spread ranging from 3.50% to 4.50%. The maturity date of this facility is June 2014. This facility is secured by servicing advance receivables and is nonrecourse to Nationstar.

2012-R ABS advance financing facility - In June 2012, Nationstar executed the 2012-R ABS Advance Financing Facility with a financial institution. This facility has the capacity to borrow up to $350 million and the interest rate is based on LIBOR plus a spread ranging from 3.37% to 8.00%. The maturity date of this facility is June 2014. This facility is secured by servicing advance receivables and is nonrecourse to Nationstar.

2012-W ABS advance financing facility - In June 2012, Nationstar executed the 2012-W ABS Advance Financing Facility with a financial institution. This facility has the capacity to borrow up to $450 million and the interest rate is based on LIBOR plus a spread of 3.75%. The maturity date of this facility is June 2013. This facility is secured by servicing advance receivables and is nonrecourse to Nationstar.

Reverse participations financing facility - In June 2012, Nationstar executed a reverse participation financing facility with a financial institution. This facility has capacity to borrow up to $150 million and the interest rate is based on LIBOR plus a spread of 4.00%. The maturity date of this facility is June 2014. This facility is secured by reverse mortgage interest.

Originations Segment Notes Payable

$375M warehouse facility - In February 2010, Nationstar executed a Master Repurchase Agreement (MRA) with a financial institution, which will expire in January 2013. The MRA states that from time to time Nationstar may enter into transactions, for an aggregate amount of $375 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 by Nationstar, against the transfer of funds from Nationstar. In June 2012, Nationstar amended the agreement to increase the borrowing capacity from $175 million to $375 million. The interest rate is based on LIBOR plus a spread ranging from 1.75% to 2.50%.

$150M warehouse facility - Nationstar has an MRA with a financial services company, which was amended in February 2012 to expire in February 2013 and reduce the committed amount from $300 million to $150 million. The MRA states that from time to time Nationstar may enter into transactions in which Nationstar agrees to transfer to the financial services company certain mortgage loans or MBS 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 MBS to Nationstar at a certain date, or on demand by Nationstar, against the transfer of funds from Nationstar. The interest rate is based on LIBOR plus a margin of 3.25%.

$250M warehouse facility (2011) - In March 2011, Nationstar executed an MRA with a financial institution, under which Nationstar may enter into transactions, for an aggregate amount of $250 million in which Nationstar agrees to transfer to the same financial institution certain mortgage loans and certain securities against the transfer of funds by the same financial institution, with a simultaneous agreement by the same financial institution to transfer such mortgage loans and securities to Nationstar at a date certain, or on demand by Nationstar, against the transfer of funds from Nationstar. In June 2012, Nationstar amended the agreement to increase the borrowing capacity from $100 million to $250 million. The maturity is February 2013 with the interest rate based on LIBOR plus a spread of 2.25% to 3.00%, which varies based on the underlying transferred collateral.

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$100M warehouse facility (2009) - In October 2009, Nationstar executed a MRA with a financial institution. This MRA states that from time to time Nationstar may enter into transactions, for an aggregate amount of $100 million, in which Nationstar agrees 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 certain date, or on demand by Nationstar, against the transfer of funds from Nationstar. The interest rate is based on LIBOR plus a spread of 3.50%. The maturity date of this MRA with the financial institution is January 2013.

ASAP + facility - 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.

Unsecured Senior Notes

A summary of the balances of unsecured senior notes is presented below (in thousands):

	June 30, 2012		December 31, 2011
$285 million face value, 10.875% interest rate payable semi-annually, due April 2015.	$	280,938	$	280,199
$275 million face value, 9.625% interest rate payable semi-annually, due May 2019.	275,000		—
Total	$	555,938	$	280,199

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. In December 2011, Nationstar completed an additional offering of $35 million of unsecured senior notes under the same indenture. The additional offering was issued with an issue discount of $0.3 million for net cash proceeds of $34.7 million. These unsecured senior notes pay interest semi-annually at an interest rate of 10.875%. These unsecured notes have been registered under the Securities Act of 1933.

In April 2012, Nationstar completed an offering of $275.0 million in senior unsecured notes, the proceeds of this offering were $269.5 million, with a maturity of May 2019. These unsecured senior notes pay interest semi-annually at an interest rate of 9.625%. These unsecured notes were issued in a private placement and have not been registered under the Securities Act of 1933.

The indentures for the unsecured senior notes contain various covenants and restrictions that limit the Company's, Nationstar's, or certain of its subsidiaries’, ability to incur additional indebtedness, pay dividends, make certain investments, create liens, consolidate, merge or sell substantially all of their assets, or enter into certain transactions with affiliates.

The expected maturities of Nationstar's senior unsecured notes based on contractual maturities are as follows (in thousands).

Year	Amount
2013	$	—
2014	—
2015	285,000
2016	—
2017	—
Thereafter	275,000
Total	$	560,000

Legacy Asset and Other Financing

Nonrecourse Debt–Legacy Assets

In November 2009, Nationstar completed the securitization of approximately $222 million of ABS, 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

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approximately $106.3 million and $112.5 million at June 30, 2012, and December 31, 2011, 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 $353.1 million and $373.1 million at June 30, 2012 and December 31, 2011, 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 $123.6 million and $130.8 million at June 30, 2012 and December 31, 2011, respectively.

Excess Spread Financing Debt at Fair Value

In conjunction with Nationstar's acquisition of certain mortgage servicing rights on various pools of residential mortgage loans (the Portfolios), Nationstar has entered into sale and assignment agreements which are treated as financings with an indirect wholly-owned subsidiary of Newcastle. Nationstar is an affiliate of Newcastle’s manager. Nationstar, in transactions accounted for as financing arrangements, sold to Newcastle the right to receive 65% of the excess cash flow generated from the Portfolios after receipt of a fixed basic servicing fee per loan.

Nationstar retains all ancillary income associated with servicing the Portfolios and 35% of the excess cash flow after receipt of the fixed basic servicing fee. Nationstar continues to be the servicer of the Portfolios and provides all servicing and advancing functions. Newcastle has no prior or ongoing obligations associated with the Portfolios.

Contemporaneous with the above, Nationstar entered into refinanced loan agreements with Newcastle. Should Nationstar refinance any loan in the Portfolios, subject to certain limitations, Nationstar will be required to transfer the new loan or a replacement loan of similar economic characteristics into the Portfolios. The new or replacement loan will be governed by the same terms set forth in the sale and assignment agreement described above.

The total carrying amount of the outstanding excess spread financing agreements was $266.7 million and $44.6 million at June 30, 2012 and December 31, 2011, respectively.

Participating Interest Financing

Participating interest financing represent the issuance of pools of Home Equity Conversion Mortgage Backed Securities (HMBS) to third-party security holders which are guaranteed by certain GSEs. Nationstar has accounted for the transfer of these advances in the related Home Equity Conversion Mortgages (HECM) loans as secured borrowings, retaining the initial Reverse mortgage interests on its balance sheet, and recording the pooled HMBS as participating interest financing liabilities on the Company’s balance sheet. Monthly cash flows generated from the HECM loans are used to service the HMBS. The interest rate is based on the underlying HMBS rate with a range of 0.53% to 7.17%. The participating interest financing was $181.1 million at June 30, 2012. There was none outstanding at December 31, 2011.

Financial Covenants

As of June 30, 2012, Nationstar was in compliance with its covenants on its borrowing arrangements and credit facilities. These covenants generally relate to Nationstar’s tangible net worth, liquidity reserves, and leverage requirements.

12. General and Administrative Expenses

General and administrative expenses consist of the following for the dates indicated (in thousands):

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	For the three months ended				For the six months ended
	June 30, 2012		June 30, 2011		June 30, 2012		June 30, 2011
Servicing	$	22,553	$	5,129	$	36,443	$	8,995
Legal and professional fees	9,465		1,541		14,567		4,637
Depreciation and amortization	1,854		808		3,385		1,560
Advertising	1,306		1,204		2,048		2,053
Equipment	1,771		1,086		3,119		1,994
Telecommunications	1,159		971		2,328		1,791
Postage	1,347		898		2,661		2,415
Stationary and supplies	1,059		949		2,053		1,951
Travel	1,884		818		2,705		1,512
Dues and fees	1,687		1,471		2,599		2,444
Insurance, taxes, and other	2,325		871		3,614		1,958
Total general and administrative expenses	$	46,410	$	15,746	$	75,522	$	31,310

13. Income Taxes

The financial statements through December 31, 2011 and for the period January 1, 2012 up to Reorganization do not include income tax expense or benefit or any current or deferred income tax assets or liabilities. Nationstar Inc.'s corporate subsidiaries were subject to income taxes prior to the Reorganization, however, income tax expense (primarily state) and related tax liabilities were not material for presentation purposes.

As a result of the Reorganization, Nationstar Inc. and its subsidiaries, including Nationstar, became a new corporate consolidated group for income tax purposes. As a result of the change in income tax status, the Company is required to record deferred taxes on the difference between book and tax bases in assets and liabilities as of the Reorganization date. The net deferred tax asset or liability is recorded through the consolidated statement of operations as a component of income tax expense. As of the Reorganization date, the Company recorded a $70.8 million deferred tax asset for net operating and other loss carryforwards inherited as a result of the Reorganization, and a $16.5 million deferred tax liability related to basis differences in Nationstar's assets and liabilities. In addition, the Company recorded a $54.3 million valuation allowance for deferred tax assets that management concluded will likely not be realized.

The Company recorded an income tax provision of $12.8 million on pretax income for the three months ended June 30, 2012. For the six months ended June 30, 2012, income tax expense was $15.9 million. The Company recorded an income tax provision of $3.1 million on pretax income of $12.4 million earned from the Reorganization date through March 31, 2012.

14. Fair Value Measurements

ASC 820, Fair Value Measurements and Disclosures, 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.

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 – The carrying amount reported in the consolidated balance sheets

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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 Ginnie Mae (collectively, the Agencies). Additionally, Nationstar holds mortgage loans that it intends to sell into the secondary markets via whole loan sales or securitizations. Nationstar measures 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 a market approach by utilizing either: (i) the fair value of securities backed by similar mortgage loans, adjusted for certain factors to approximate the fair value of a whole mortgage loan, including the value attributable to mortgage servicing and credit risk, (ii) current commitments to purchase loans or (iii) recent observable market trades for similar loans, adjusted for credit risk and other individual loan characteristics. 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 – Legacy Assets – Nationstar determines the fair value of loans held for investment, subject to nonrecourse debt – Legacy Assets 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 Servicing Rights – Fair Value – 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 and for which the servicing rights are retained. 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 estimates the fair value of its forward 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 are generated and applied based on collateral stratifications including product type, remittance type, geography, delinquency and coupon dispersion. These assumptions require the use of judgment by Nationstar and can have a significant impact on the determination of the MSR’s fair value. Periodically, management obtains 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.

Reverse Mortgage Interests – Nationstar’s reverse mortgage advances consist of fees paid to taxing authorities for borrowers unpaid taxes and insurance, and payments made to borrowers for line of credit draws on reverse mortgages. These advances include due and payable advances, which are recovered upon the foreclosure and sale of the subject property, and defaulted advances that can be securitized. Nationstar estimates the fair value using a market approach by utilizing the fair value of securities backed by similar advances on reverse mortgage loans, adjusted for certain factors. Nationstar classifies these valuations as Level 2 in the fair value disclosures.

REO – Nationstar determines the fair value of REO properties through the use of third-party appraisals and broker price opinions, adjusted for estimated selling costs. Such estimated selling costs include realtor fees and other anticipated closing costs. 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 REO. REO 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. In addition, Nationstar enters into IRLCs with prospective borrowers. These commitments are carried at fair value based on fair value of related mortgage loans which is based on observable market data. Nationstar adjusts the outstanding IRLCs with prospective borrowers based on an expectation that it will be exercised and the loan will be funded. IRLCs are recorded in other assets in the consolidated balance sheets. These IRLCs are classified as Level 2 in the fair value disclosures.

Notes Payable – Notes payable consists of outstanding borrowing on Nationstar's warehouse and advance financing facilities.

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As the underlying warehouse and advance finance facilities bear interest at a rate that is periodically adjusted based on a market index, the carrying amount reported on the consolidated balance sheet approximates fair value. Nationstar classifies these valuations as Level 3 in the fair value disclosures.

Unsecured Senior Notes – The fair value of unsecured senior notes is based on quoted market prices and is considered Level 1 from the market observable inputs used to determine fair value.

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. These prices are derived from a combination of internally developed valuation models and quoted market prices, and are classified as Level 3.

Excess Spread Financing – 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 cash flow assumptions and prepayment assumptions used in the model are based on various factors, with the key assumptions at June 30, 2012 being mortgage prepayment speeds of 19.0%, average life of 3.6 years, and discount rate of 14.8%. Changes in fair value to the excess spread financing are recorded as a component of service fee income in Nationstar's consolidated statement of operations. As these prices are derived from a combination of internally developed valuation models and quoted market prices based on the value of the underlying MSRs, Nationstar classifies these valuations as Level 3 in the fair value disclosures.

Participating Interest Financing – Nationstar estimates the fair value using a market approach by utilizing the fair value of securities backed by similar participating interests in reverse mortgage loans. Nationstar classifies these valuations as Level 2 in the fair value disclosures.

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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):

			June 30, 2012
			Recurring Fair Value Measurements
	Total Fair Value		Level 1		Level 2		Level 3
ASSETS
Mortgage loans held for sale(1)	$	837,906	$	—	$	837,906	$	—
Mortgage servicing rights – fair value(1)	596,462		—		—		596,462
Other assets:
IRLCs	53,193		—		53,193		—
Total assets	$	1,487,561	$	—	$	891,099	$	596,462
LIABILITIES
Derivative financial instruments
Interest rate swaps and caps	$	6,778	$	—	$	6,778	$	—
Interest rate swaps on ABS debt	1,243		—		1,243		—
Forward MBS trades	10,890		—		10,890		—
Excess spread financing (at fair value)	266,693		—		—		266,693
Total liabilities	$	285,604	$	—	$	18,911	$	266,693
			December 31, 2011
			Recurring Fair Value Measurements
	Total Fair Value		Level 1		Level 2		Level 3
ASSETS
Mortgage loans held for sale(1)	$	458,626	$	—	$	458,626	$	—
Mortgage servicing rights – fair value(1)	251,050		—		—		251,050
Other assets:
IRLCs	11,302		—		11,302		—
Total assets	$	720,978	$	—	$	469,928	$	251,050
LIABILITIES
Derivative financial instruments
Interest rate swaps and caps	$	6,540	$	—	$	6,540	$	—
Forward MBS trades	5,830		—		5,830		—
Excess spread financing (at fair value)	44,595		—		—		44,595
Total liabilities	$	56,965	$	—	$	12,370	$	44,595

(1) Based on the nature and risks of these assets and liabilities, the Company has determined that presenting them as a single class is appropriate.

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The table below presents a reconciliation for all of Nationstar’s Level 3 assets and liabilities measured at fair value on a recurring basis for the dates indicated (in thousands):

	ASSETS			LIABILITIES
For the three months ended June 30, 2012	Mortgage servicing rights			Excess spread financing
Beginning balance	$	266,169		$	47,324
Transfers into Level 3	—			—
Transfers out of Level 3	—			—
Total gains or losses
Included in earnings	(20,875		)	2,412
Included in other comprehensive income	—			—
Purchases, issuances, sales and settlements
Purchases	340,106			—
Issuances	11,062			220,374
Sales	—			—
Settlements	—			(3,417		)
Ending balance	$	596,462		$	266,693

	ASSETS			LIABILITIES
For the six months ended June 30, 2012	Mortgage servicing rights			Excess spread financing
Beginning balance	$	251,050		$	44,595
Transfers into Level 3	—			—
Transfers out of Level 3	—			—
Total gains or losses
Included in earnings	(20,380		)	7,263
Included in other comprehensive income	—			—
Purchases, issuances, sales and settlements
Purchases	341,664			—
Issuances	24,128			220,342
Sales	—			—
Settlements	—			(5,507		)
Ending balance	$	596,462		$	266,693

	ASSETS			LIABILITIES
For the year ending December 31, 2011	Mortgage servicing rights			Excess spread financing
Beginning balance	$	145,062		$	—
Transfers into Level 3	—			—
Transfers out of Level 3	—			—
Total gains or losses
Included in earnings	(39,000		)	3,060
Included in other comprehensive income	—			—
Purchases, issuances, sales and settlements
Purchases	102,800			—
Issuances	36,474			43,742
Sales	—			—
Settlements	5,714			(2,207		)
Ending balance	$	251,050		$	44,595

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The table below presents the items which Nationstar measures at fair value on a nonrecurring basis (in thousands).

	Nonrecurring Fair Value Measurements						Total Estimated Fair Value		Total Gains (Losses) Included in Earnings
	Level 1		Level 2		Level 3
Three months ended June 30, 2012
Assets
REO(1)	$	—	$	—	$	3,429	$	3,429	$	(1,490	)
Total assets	$	—	$	—	$	3,429	$	3,429	$	(1,490	)
Six months ended June 30, 2012
Assets
REO(1)	$	—	$	—	$	3,429	$	3,429	$	(3,755	)
Total assets	$	—	$	—	$	3,429	$	3,429	$	(3,755	)
Year ended December 31,2011
Assets
REO(1)	$	—	$	—	$	3,668	$	3,668	$	(6,833	)
Total assets	$	—	$	—	$	3,668	$	3,668	$	(6,833	)

(1) Based on the nature and risks of these assets and liabilities, the Company has determined that presenting them as a single class is appropriate.

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The table below presents a summary of the estimated carrying amount and fair value of Nationstar’s financial instruments (in thousands).

	June 30, 2012
	Carrying Amount		Fair Value
			Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	15,892	$	15,892	$	—	$	—
Restricted cash	119,512		119,512		—		—
Mortgage loans held for sale	837,906		—		837,906		—
Mortgage loans held for investment, subject to nonrecourse debt – Legacy assets	238,173		—		—		229,010
Reverse mortgage interests	310,074		—		310,074		—
Derivative instruments	53,193		—		53,193		—
Financial liabilities:
Notes payable	2,412,364		—		—		2,412,364
Unsecured senior notes	555,938		599,842		—		—
Derivative financial instruments	18,911		—		18,911		—
Nonrecourse debt - Legacy assets	106,271		—		—		107,640
Excess spread financing	266,693		—		—		266,693
Participating interest financing	181,114		—		181,114		—
	December 31, 2011
	Carrying Amount		Fair Value
			Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	62,445	$	62,445	$	—	$	—
Restricted cash	71,499		71,499		—		—
Mortgage loans held for sale	458,626		—		458,626		—
Mortgage loans held for investment, subject to nonrecourse debt – Legacy assets	243,480		—		—		226,890
Derivative instruments	11,302		—		11,302		—
Financial liabilities:
Notes payable	873,179		—		—		873,179
Unsecured senior notes	280,199		282,150		—		—
Derivative financial instruments	12,370		—		12,370		—
Nonrecourse debt - Legacy assets	112,490		—		—		114,037
Excess spread financing	44,595		—		—		44,595

15. Shareholders’ 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 an expense in the consolidated statements of operations, based on the 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.

Nationstar Inc. has adopted the 2012 Incentive Compensation Plan (the “2012 Plan”), that offers certain key employees of Nationstar, consultants and non-employee directors equity-based awards. In connection with the initial public offering, on March 7, 2012, Nationstar Inc. made grants of restricted stock to management in the total amount of 1,191,117 shares and also to members of the Board in the total amount of 85,716 shares.

The restricted stock, net of forfeitures, is scheduled to vest over 3 years with 419,358 shares vesting in February 2013, 419,358

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shares vesting in February 2014, and 420,617 shares vesting in February 2015. The weighted average grant date fair value of the restricted stock was $14.00.

The following table summarizes information about our restricted stock as of June 30, 2012 under the 2012 Plan (restricted stock in thousands):

	Shares	Grant Date Fair Value	Remaining Contractual Term
Restricted Stock outstanding at March 31, 2012	1,277	$14.00	2.7
Granted	—
Forfeited	(18)
Restricted Stock outstanding at June 30, 2012	1,259
Restricted Stock unvested and expected to vest at June 30, 2012	1,259
Restricted Stock vested and payable at June 30, 2012	—

In addition to the 2012 Plan, Nationstar management also had interests in certain of the predecessor parent company FIF’s restricted preferred units which fully vested on June 30, 2012. The weighted average grant date fair value of these units was $4.23. In conjunction with the final vesting under this plan, certain participants remitted a portion of their Nationstar Inc. common stock to Nationstar Mortgage LLC in payment of a portion of their federal tax withholdings on their vested shares. The participants paid the remainder of their required tax payments with cash. As a result of the above activity, Nationstar Mortgage LLC holds 212,156 shares of Nationstar Inc. common shares at their cost of $4.6 million. These shares are reflected in Nationstar's consolidated balance sheet as common shares held by subsidiary, a contra equity account. The shares are expected to be held by Nationstar Mortgage LLC until they can be distributed to Nationstar Inc. and retired.

Total compensation expense, net of forfeitures, for both the 2012 Plan and the predecessor plan recognized for the three and six months ended June 30, 2012 was $5.6 million and $8.0 million, respectively. Total compensation expense for the three and six months ended June 30, 2011 was $5.3 million and $10.5 million, respectively. Total compensation expenses, net of forfeitures, for the predecessor plan for the three and six months ended June 30, 2012, was $5.3 million and $10.5 million, respectively. Nationstar expects to recognize $5.4 million of compensation expense in the last six months of 2012, $5.9 million in 2013, $2.5 million in 2014, and $0.4 million in 2015.

16. Earnings Per Share

Net income per share is computed under the provisions of ASC 260, Earnings Per Share. Basic net income per share is computed based on the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed based on the weighted-average number of common shares plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares represent outstanding restricted stock.

17. 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 $293.8 million. As of June 30, 2012, 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 $175.0 million as of each quarter-end related to its outstanding Master Repurchase Agreements on its outstanding repurchase facilities. As of June 30, 2012, Nationstar was in compliance with these minimum tangible net worth requirements.

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18. Commitments and Contingencies

Litigation and Regulatory Matters

In the ordinary course of business, Nationstar Inc. and its subsidiaries and current and former officers and employees are routinely named as defendants in various legal actions, including class actions and other litigation, arising in connection with activities related to a national mortgage servicer and lender. Certain of the actual or threatened legal actions include claims for substantial compensatory, punitive and/or, statutory damages or claims for an indeterminate amount of damages. Further, in the ordinary course of business the Company and certain related parties can be or are involved in governmental and regulatory examinations, information gathering requests, investigations and proceedings (both formal and informal), regarding the Company’s business, certain of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief.

The Company seeks to resolve all litigation and regulatory matters in the manner management believes is in the best interest of the Company and contests liability, allegations of wrongdoing and, where applicable, the amount of damages or scope of any penalties or other relief sought as appropriate in each pending matter. On at least a quarterly basis, the Company assesses its liabilities and contingencies in connection with outstanding legal and regulatory proceedings utilizing the latest information available. Where available information indicates that it is probable a liability has been incurred and the Company can reasonably estimate the amount of that loss an accrued liability is established. The actual costs of resolving these proceedings may be substantially higher or lower than the amounts accrued.

A 50 state task force of attorneys general as well as certain federal agencies are investigating issues related to the conduct of certain mortgage servicing companies and related service providers, in connection with mortgage foreclosures. While the Company is not involved in the investigation or negotiations regarding a settlement, the ultimate outcome could have a material impact on other mortgage servicers, including the Company.

When a loss contingency is not both probable and estimable, the Company does not establish an accrued liability. As a litigation or regulatory matter develops, the Company, in conjunction with any outside counsel handling the matter, evaluates on an ongoing basis whether such matter presents a loss contingency that is probable and estimable. If, at the time of evaluation, the loss contingency is not both probable and estimable, the matter will continue to be monitored for further developments that would make such loss contingency both probable and estimable. Once the matter is deemed to be both probable and estimable, the Company will establish an accrued liability and record a corresponding amount to litigation related expense. The Company will continue to monitor the matter for further developments that could affect the amount of the accrued liability that has been previously established. Litigation related expense, which includes the fees paid to external legal providers, of $4.6 million and $6.2 million were included in general and administrative expense on the consolidated statements of operations for the three and six months endedJune 30, 2012, respectively, and $1.5 million for the six months ended June 30, 2011. There were no significant additional litigation related expenses for the three months ended June 30, 2011.

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

Lease Commitments

Nationstar leases various office facilities under non-cancelable lease agreements with primary terms extending through 2019. These lease agreements generally provide for market-rate renewal options, and may provide for escalations in minimum rentals over the lease term. 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).

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Year	Amount
2012	$	6,103
2013	16,397
2014	14,212
2015	11,845
2016	8,450
Thereafter	12,113
Total	$	69,120

Loan and Other Commitments

Nationstar enters into IRLCs with prospective borrowers whereby the Company commits to lend a certain loan amount under specific terms and interest rates to the borrower. These IRLCs are treated as derivatives and are carried at fair value (See Note 10, Derivative Financial Instruments).

In 2012, Nationstar completed its acquisitions of certain MSRs related to approximately $27.2 billion of unpaid principal balance in reverse mortgage loans from financial services companies. As servicer for these reverse mortgage loans, among other things, the Company is obligated to make advances to the loan customers as required. At June 30, 2012, the Company’s maximum unfunded advance obligation related to these MSRs was approximately $4.5 billion. Upon funding any portion of these advances, the Company expects to securitize and sell the advances in transactions that will be accounted for as financing arrangements.

Other Contingencies

In June 2011, Nationstar entered into an agreement to subservice loans for a financial services company. Nationstar began to subservice these loans in July and August 2011. This subservicing agreement included, among other things, a loss incentive and sharing arrangement. Under this arrangement, Nationstar can earn incentive fees of up to $2.5 million for successfully mitigating losses within a specific subserviced population of loans. This incentive fee would be recognized when earned. For this same population of loans, Nationstar is subject to loss sharing under certain conditions. Should losses in this population of loans exceed a specified level, Nationstar would be required to share a portion of the losses on such loans up to a maximum of $10.0 million. Losses under this arrangement would be recognized at the point at which Nationstar determines that a liability is expected to be incurred. At June 30, 2012, Nationstar has estimated no liability under this agreement.

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. Since December 2010, all of the required delivery thresholds with this market participant have been met, but the market participant has not required the Company to establish an operating division or newly created subsidiary with separate, dedicated employees.

19. 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 subprime mortgage loans originated in the latter portion of 2006 and during 2007 or acquired from Nationstar’s predecessor and consolidated VIEs which were consolidated pursuant to consolidation guidance related to VIEs adopted on January 1, 2010.

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. Expenses are allocated to individual segments based on the estimated value of services performed, including total revenue contributions, personnel headcount, and the equity invested in each segment. Revenues generated or inter-segment services performed are valued based on similar services provided to external parties.

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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):

	Three months ended June 30, 2012
	Servicing			Originations			Operating Segments			Legacy Portfolio and Other			Eliminations			Consolidated
REVENUES:
Servicing fee income	$	85,926		$	—		$	85,926		$	620		$	(454	)	$	86,092
Other fee income	5,969			5,739			11,708			(98		)				11,610
Total fee income	91,895			5,739			97,634			522			(454		)	97,702
Gain/(loss) on mortgage loans held for sale	—			102,335			102,335			—			10			102,345
Total revenues	91,895			108,074			199,969			522			(444		)	200,047
Total expenses and impairments	73,656			47,980			121,636			8,726			10			130,372
Other income (expense):
Interest income	5,237			5,017			10,254			4,942			454			15,650
Interest expense	(28,295		)	(4,014		)	(32,309		)	(3,604		)	—			(35,913		)
Gain (loss) on interest rate swaps and caps	150			—			150			(507		)	—			(357		)
Total other income (expense)	(22,908		)	1,003			(21,905		)	831			454			(20,620		)
Income (loss) before taxes	$	(4,669	)	$	61,097		$	56,428		$	(7,373	)	$	—		$	49,055
Depreciation and amortization	$	1,238		$	520		$	1,758		$	96		$	—		$	1,854
Total assets	3,553,883			1,071,251			4,625,134			271,096			—			4,896,230

	Three months ended June 30, 2011
	Servicing			Originations			Operating Segments			Legacy Portfolio and Other			Eliminations				Consolidated
REVENUES:
Servicing fee income	$	52,665		$	—		$	52,665		$	345		$	(1,774	)		$	51,236
Other fee income	3,466			3,825			7,291			850			—				8,141
Total fee income	56,131			3,825			59,956			1,195			(1,774		)		59,377
Gain/(loss) on mortgage loans held for sale	—			22,911			22,911			—			(89		)		22,822
Total revenues	56,131			26,736			82,867			1,195			(1,863		)		82,199
Total expenses and impairments	39,896			23,702			63,598			4,893			(89		)		68,402
Other income (expense):
Interest income	655			2,901			3,556			11,397			1,774				16,727
Interest expense	(13,491		)	(2,510		)	(16,001		)	(9,184		)	—				(25,185		)
Fair value changes ABS securitizations	—			—			—			(3,613		)	—				(3,613		)
Total other income (expense)	(12,836		)	391			(12,445		)	(1,400		)	1,774				(12,071		)
Income before taxes	$	3,399		$	3,425		$	6,824		$	(5,098	)	$	—		18	$	1,726
Depreciation and amortization	$	396		$	298		$	694		$	114		$	—			$	808
Total assets	702,501			305,023			1,007,524			783,218			—				1,790,742

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	Six months ended June 30, 2012
	Servicing			Originations			Operating Segments			Legacy Portfolio and Other			Eliminations			Consolidated
REVENUES:
Servicing fee income	$	169,726		$	—		$	169,726		$	1,237		$	(921	)	$	170,042
Other fee income	13,271			5,720			18,991			(128		)				18,863
Total fee income	182,997			5,720			188,717			1,109			(921		)	188,905
Gain (loss) on mortgage loans held for sale	—			172,835			172,835			—			22			172,857
Total revenues	182,997			178,555			361,552			1,109			(899		)	361,762
Total expenses and impairments	132,886			76,454			209,340			17,609			—			226,949
Other income (expense):
Interest income	9,862			8,558			18,420			9,750			921			29,091
Interest expense	(45,223		)	(7,791		)	(53,014		)	(7,857		)	(22		)	(60,893		)
Gain (loss) on interest rate swaps and caps	188			—			188			(813		)	—			(625		)
Total other income (expense)	(35,173		)	767			(34,406		)	1,080			899			(32,427		)
Income before taxes	$	14,938		$	102,868		$	117,806		$	(15,420	)	$	—		$	102,386
Depreciation and amortization	$	2,098		$	903		$	3,001		$	384		$	—		$	3,385
Total assets	3,553,883			1,071,251			4,625,134			271,096			—			4,896,230

	Six months ended June 30, 2011
	Servicing			Originations			Operating Segments			Legacy Portfolio and Other			Eliminations			Consolidated
REVENUES:
Servicing fee income	$	110,585		$	—		$	110,585		$	737		$	(3,598	)	$	107,724
Other fee income	6,664			7,869			14,533			1,806			—			16,339
Total fee income	117,249			7,869			125,118			2,543			(3,598		)	124,063
Gain (loss) on mortgage loans held for sale	—			43,480			43,480			—			(152		)	43,328
Total revenues	117,249			51,349			168,598			2,543			(3,750		)	167,391
Total expenses and impairments	80,303			45,514			125,817			10,858			(152		)	136,523
Other income (expense):
Interest income	1,622			5,504			7,126			24,321			3,598			35,045
Interest expense	(26,948		)	(4,491		)	(31,439		)	(19,114		)	—			(50,553		)
Fair value changes - ABS securitizations	—			—			—			(6,265		)	—			(6,265		)
Total other income (expense)	(25,326		)	1,013			(24,313		)	(1,058		)	3,598			(21,773		)
Income before taxes	$	11,620		$	6,848		$	18,468		$	(9,373	)	$	—		$	9,095
Depreciation and amortization	$	768		$	567		$	1,335		$	225		$	—		$	1,560
Total assets	702,501			305,023			1,007,524			783,218			—			1,790,742

41

20. Guarantor Financial Statement Information

Nationstar has $560.0 million aggregate principal amount of unsecured senior notes which mature on various dates through May 1, 2019. The notes are jointly and severally guaranteed on an unsecured senior basis by all of Nationstar’s existing and future wholly-owned domestic restricted subsidiaries with certain exceptions. All guarantor subsidiaries are 100% owned by Nationstar. Effective June 30, 2012, Nationstar Inc. and its two direct wholly-owned subsidiaries became guarantors of the unsecured senior notes as well. Presented below are consolidating financial statements of Nationstar Inc., Nationstar LLC, and the guarantor subsidiaries for the periods indicated.

NATIONSTAR MORTGAGE HOLDINGS INC. CONSOLIDATING BALANCE SHEET JUNE 30, 2012 (IN THOUSANDS)
Assets	Nationstar Inc.		Issuer		Guarantor (Subsidiaries)		Non-Guarantor (Subsidiaries)		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	15,574	$	318	$	—	$	—		$	15,892
Restricted cash	—		74,087		3		45,422		—			119,512
Accounts receivable, net	—		2,486,753		195		1,238		(195		)	2,487,991
Mortgage loans held for sale	—		837,906		—		—		—			837,906
Mortgage loans held for investment, subject to nonrecourse debt–Legacy Asset, net	—		8,376		—		229,797		—			238,173
Participating interest in reverse mortgages	—		310,074		—		—		—			310,074
Receivables from affiliates	—		—		77,439		1,446,695		(1,511,051		)	13,083
Mortgage servicing rights – fair value	—		596,462		—		—		—			596,462
Investment in subsidiaries	608,474		159,596		—		—		(768,070		)	—
Mortgage servicing rights – amortized cost	—		8,357		—		—		—			8,357
Property and equipment, net	—		38,255		835		—		—			39,090
REO, net	—		892		—		2,537		—			3,429
Other assets	24,647		226,261		—		—		(24,647		)	226,261
Total assets	$	633,121	$	4,762,593	$	78,790	$	1,725,689	$	(2,303,963	)	$	4,896,230
Liabilities and shareholders’ equity
Notes payable	$	—	$	881,996	$	—	$	1,530,368	$	—		$	2,412,364
Unsecured senior notes	—		555,938		—		—		—			555,938
Payables and accrued liabilities	—		663,213		—		1,468		(24,842		)	639,839
Payables to affiliates	—		1,511,051		—		—		(1,511,051		)	—
Derivative financial instruments	—		12,135		—		6,776		—			18,911
Mortgage Servicing Liability	—		81,979		—		—		—			81,979
Nonrecourse debt–Legacy Assets	—		—		—		106,271		—			106,271
Excess spread financing - at fair value	—		266,693		—		—		—			266,693
Participating interest financing	—		181,114		—		—		—			181,114
Total liabilities	—		4,154,119		—		1,644,883		(1,535,893		)	4,263,109
Total shareholders’ equity	633,121		608,474		78,790		80,806		(768,070		)	633,121
Total liabilities and shareholders’ equity	$	633,121	$	4,762,593	$	78,790	$	1,725,689	$	(2,303,963	)	$	4,896,230

42

NATIONSTAR MORTGAGE INC CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED JUNE 30, 2012 (IN THOUSANDS)
	Nationstar Inc.		Issuer			Guarantor (Subsidiaries)			Non-Guarantor (Subsidiaries)			Eliminations			Consolidated
Revenues:
Servicing fee income	$	—	$	84,093		$	—		$	2,453		$	(454	)	$	86,092
Other fee income	—		4,982			6,511			117			—			11,610
Total fee income	—		89,075			6,511			2,570			(454		)	97,702
Gain on mortgage loans held for sale	—		102,345			—			—			—			102,345
Total Revenues	—		191,420			6,511			2,570			(454		)	200,047
Expenses and impairments:
Salaries, wages and benefits	—		76,005			2,742			—			—			78,747
General and administrative	—		43,173			811			2,426			—			46,410
Provision for loan losses	—		(461		)	—			1,316			—			855
Loss on foreclosed real estate and other	—		124			—			1,366			—			1,490
Occupancy	—		2,870			—			—			—			2,870
Total expenses and impairments	—		121,711			3,553			5,108			—			130,372
Other income (expense):
Interest income	—		9,902			—			5,294			454			15,650
Interest expense	—		(28,637		)	—			(7,276		)	—			(35,913		)
Gain/(Loss) on interest rate swaps and caps	—		(506		)	—			149			—			(357		)
Gain/(loss) from subsidiaries	32,602		(1,448		)	—			—			(31,154		)	—
Total other income (expense)	32,602		(20,689		)	—			(1,833		)	(30,700		)	(20,620		)
Income before taxes	32,602		49,020			2,958			(4,371		)	(31,154		)	49,055
Income tax expense	3,673		(16,418		)	(5		)	(30		)	—			(12,780		)
Net income/(loss)	36,275		32,602			2,953			(4,401		)	(31,154		)	36,275
Other comprehensive income, net of tax:
Change in value of cash flow hedges	—		—			—			(423		)	—			(423		)
Comprehensive income / (loss)	$	36,275	$	32,602		$	2,953		$	(4,824	)	$	(31,154	)	$	35,852

43

NATIONSTAR MORTGAGE HOLDINGS INC. CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED JUNE 30, 2012 (IN THOUSANDS)
	Nationstar Inc.		Issuer			Guarantor (Subsidiaries)			Non-Guarantor (Subsidiaries)			Eliminations			Consolidated
Revenues:
Servicing fee income	$	—	$	166,024		$	—		$	4,939		$	(921	)	$	170,042
Other fee income	—		4,982			13,649			232			—			18,863
Total fee income	—		171,006			13,649			5,171			(921		)	188,905
Gain on mortgage loans held for sale	—		172,857			—			—			—			172,857
Total Revenues	—		343,863			13,649			5,171			(921		)	361,762
Expenses and impairments:
Salaries, wages and benefits	—		135,588			4,824			—			—			140,412
General and administrative	—		69,199			1,377			4,946			—			75,522
Provision for loan losses	—		—			—			1,608			—			1,608
Loss on foreclosed real estate and other	—		124			—			3,631			—			3,755
Occupancy	—		5,652			—			—			—			5,652
Total expenses and impairments	—		210,563			6,201			10,185			—			226,949
Other income (expense):
Interest income	—		18,029			—			10,141			921			29,091
Interest expense	—		(46,832		)	—			(14,061		)	—			(60,893		)
Gain/(Loss) on interest rate swaps and caps	—		(812		)	—			187			—			(625		)
Gain/(loss) from subsidiaries	64,660		(1,334		)	—			—			(63,326		)	—
Total other income (expense)	64,660		(30,949		)	—			(3,733		)	(62,405		)	(32,427		)
Income before taxes	64,660		102,351			7,448			(8,747		)	(63,326		)	102,386
Income tax expense	21,801		(37,691		)	(5		)	(30		)	—			(15,925		)
Net income/(loss)	86,461		64,660			7,443			(8,777		)	(63,326		)	86,461
Other comprehensive income, net of tax:
Change in value of cash flow hedges	—		—			—			(423		)	—			(423		)
Comprehensive income / (loss)	$	86,461	$	64,660		$	7,443		$	(9,200	)	$	(63,326	)	$	86,038

44

NATIONSTAR MORTGAGE HOLDINGS INC. CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2012 (IN THOUSANDS)
	Nationstar Inc.			Issuer			Guarantor (Subsidiaries)			Non-Guarantor (Subsidiaries)			Eliminations			Consolidated
Operating activities:
Net income/(loss)	$	86,461		$	64,660		$	7,443		$	(8,777	)	$	(63,326	)	$	86,461
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:
(Gain)/loss from subsidiaries	(64,660		)	1,334			—			—			63,326			—
Share-based compensation	—			8,030			—			—			—			8,030
Gain on mortgage loans held for sale	—			(172,857		)	—			—			—			(172,857		)
Provision for loan losses	—			—			—			1,608			—			1,608
Loss on foreclosed real estate and other	—			124			—			3,631			—			3,755
Loss on equity method investments	—			594			—			—			—			594
(Gain)/loss on ineffectiveness on interest rate swaps and cap	—			812			—			(187		)	—			625
Fair value changes in excess spread financing	—			7,263			—			—			—			7,263
Depreciation and amortization	—			3,385			—			—			—			3,385
Change in fair value of mortgage servicing rights	—			20,380			—			—			—			20,380
Accretion of mortgage servicing liability	—			(624		)	—			—			—			(624		)
Amortization of debt discount	—			7,469			—			1,012			—			8,481
Amortization of premiums/(discounts)	—			(55		)	—			(2,575		)	—			(2,630		)
Mortgage loans originated and purchased, net of fees	—			(2,996,372		)	—			—			—			(2,996,372		)
Cost of loans sold and principal payments and prepayments, and other changes in mortgage loans originated as held for sale, net of fees	—			2,723,337			—			1,033			—			2,724,370
Changes in assets and liabilities:
Accounts receivable	—			(340,581		)	(188		)	279,273			195			(61,301		)
Receivables from/(payables to) affiliates	—			1,541,884			(7,181		)	(1,533,832		)	—			871
Reverse funded advances due to securitization	—			(220,788		)	—			—			—			(220,788		)
Other assets	(27,498		)	(79,042		)	—			—			24,647			(81,893		)
Accounts payable and accrued liabilities	2,847			337,788			—			(1,776		)	(24,842		)	314,017
Net cash provided by/(used in) operating activities	(2,850		)	906,741			74			(1,260,590		)	—			(356,625		)

45

	Nationstar Inc.			Issuer			Guarantor (Subsidiaries)		Non-Guarantor (Subsidiaries)			Eliminations			Consolidated
Investing activities:
Property and equipment additions, net of disposals	—			(8,102		)	—		—			—			(8,102		)
Cash Proceeds from assumption of reverse mortgage servicing obligations, net	—			11,852			—		—			—			11,852
Deposit on / purchase of mortgage servicing rights, net of liabilities incurred	—			(1,979,836		)	—		—			—			(1,979,836		)
Repurchases of REO from Ginnie Mae	—			(4,464		)	—		—			—			(4,464		)
Proceeds from sales of REO	—			6,764			—		5,133			—			11,897
Net cash provided by/(used in) investing activities	—			(1,973,786		)	—		5,133			—			(1,968,653		)
Financing activities:
Issuance of Senior Unsecured Notes	—			269,500			—		—			—			269,500
Transfers to/from restricted cash	—			(78,503		)	—		(23,106		)	—			(101,609		)
Issuance of common stock, net of IPO issuance costs	249,550			—			—		—			—			249,550
Issuance of participating interest financing	—			182,577			—		—			—			182,577
Issuance of excess spread financing	—			187,438			—		—			—			187,438
Increase (decrease) in notes payable, net	—			253,391			—		1,285,794			—			1,539,185
Repayment of nonrecourse debt–Legacy assets	—			—			—		(7,231		)	—			(7,231		)
Repayment of excess servicing spread financing	—			(5,507		)	—		—			—			(5,507		)
Distribution to subsidiaries	(246,700		)	—			—		—			246,700			—
Contributions of parent	—			246,700			—		—			(246,700		)	—
Debt financing costs	—			(35,178		)	—		—			—			(35,178		)
Net cash provided by/(used in) financing activities	2,850			1,020,418			—		1,255,457			—			2,278,725
Net increase/(decrease) in cash	—			(46,627		)	74		—			—			(46,553		)
Cash and cash equivalents at beginning of period	—			62,201			244		—			—			62,445
Cash and cash equivalents at end of period	$	—		$	15,574		$	318	$	—		$	—		$	15,892

46

NATIONSTAR MORTGAGE LLC CONSOLIDATING BALANCE SHEET DECEMBER 31, 2011 (IN THOUSANDS)
	Issuer (Parent)		Guarantor (Subsidiaries)		Non-Guarantor (Subsidiaries)		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	62,201	$	244	$	—	$	—		$	62,445
Restricted cash	49,180		3		22,316		—			71,499
Accounts receivable, net	281,782		7		280,511		—			562,300
Mortgage loans held for sale	458,626		—		—		—			458,626
Mortgage loans held for investment, subject to nonrecourse debt–Legacy Asset, net	5,984		—		237,496		—			243,480
Receivables from affiliates	41,961		70,541		—		(107,893		)	4,609
Mortgage servicing rights – fair value	251,050		—		—		—			251,050
Investment in subsidiaries	140,880		—		—		(140,880		)	—
Property and equipment, net	23,238		835		—		—			24,073
REO, net	—		—		3,668		—			3,668
Other assets	106,181		—		—		—			106,181
Total assets	$	1,421,083	$	71,630	$	543,991	$	(248,773	)	$	1,787,931
Liabilities and members’ equity
Notes payable	$	628,605	$	—	$	244,574	$	—		$	873,179
Unsecured senior notes	280,199		—		—		—			280,199
Payables and accrued liabilities	180,545		—		3,244		—			183,789
Payables to affiliates	—		—		107,893		(107,893		)	—
Derivative financial instruments	5,830		—		6,540		—			12,370
Derivative financial instruments, subject to ABS nonrecourse debt	—		—		—		—			—
Nonrecourse debt–Legacy Assets	—		—		112,490		—			112,490
Excess spread financing – fair value	44,595		—		—		—			44,595
ABS nonrecourse – fair value	—		—		—		—			—
Total liabilities	1,139,774		—		474,741		(107,893		)	1,506,622
Total members’ equity	281,309		71,630		69,250		(140,880		)	281,309
Total liabilities and members’ equity	$	1,421,083	$	71,630	$	543,991	$	(248,773	)	$	1,787,931

47

NATIONSTAR MORTGAGE LLC CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED JUNE 30, 2011 (IN THOUSANDS)
	Issuer			Guarantor (Subsidiaries)		Non-Guarantor (Subsidiaries)			Eliminations			Consolidated
Revenues:
Servicing fee income	$	51,571		$	1,439	$	—		$	(1,774	)	$	51,236
Other fee income	5,509			2,423		209			—			8,141
Total fee income	57,080			3,862		209			(1,774		)	59,377
Gain on mortgage loans held for sale	22,822			—		—			—			22,822
Total Revenues	79,902			3,862		209			(1,774		)	82,199
Expenses and impairments:
Salaries, wages and benefits	47,527			845		—			—			48,372
General and administrative	14,529			1,213		4			—			15,746
Provision for loan losses	—			—		—			—			—
Loss on foreclosed real estate	(43		)	—		2,142			—			2,099
Occupancy	2,142			43		—			—			2,185
Total expenses and impairments	64,155			2,101		2,146			—			68,402
Other income / (expense):
Interest income	4,580			—		10,373			1,774			16,727
Interest expense	(13,130		)	—		(12,055		)	—			(25,185		)
Fair value changes in ABS securitizations	—			—		(3,477		)	(136		)	(3,613		)
Gain / (loss) from subsidiaries	(10,244		)	—		—			10,244			—
Total other income / (expense)	(18,794		)	—		(5,159		)	11,882			(12,071		)
Net income / (loss)	(3,047		)	1,761		(7,096		)	10,108			1,726
Other comprehensive income, net of tax:
Change in value of cash flow hedges	—			—		(1,210		)	—			(1,210		)
Comprehensive income / (loss)	$	(3,047	)	$	1,761	$	(8,306	)	$	10,108		$	516

48

NATIONSTAR MORTGAGE LLC CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED JUNE 30, 2011 (IN THOUSANDS)
	Issuer (Parent)			Guarantor (Subsidiaries)			Non-Guarantor (Subsidiaries)			Eliminations			Consolidated
Revenues:
Servicing fee income	$	109,883		$	1,439		$	—		$	(3,598	)	$	107,724
Other fee income	10,005			5,654			680			—			16,339
Total fee income	119,888			7,093			680			(3,598		)	124,063
Gain on mortgage loans held for sale	43,328			—			—			—			43,328
Total Revenues	163,216			7,093			680			(3,598		)	167,391
Expenses and impairments:
Salaries, wages and benefits	93,657			1,638			—			—			95,295
General and administrative	29,469			1,834			7			—			31,310
Provision for loan losses	724			—			404			—			1,128
Loss on foreclosed real estate	202			—			4,144			—			4,346
Occupancy	4,346			98			—			—			4,444
Total expenses and impairments	128,398			3,570			4,555			—			136,523
Other income / (expense):
Interest income	8,199			(5		)	23,253			3,598			35,045
Interest expense	(26,725		)	—			(23,828		)	—			(50,553		)
Fair value changes in ABS securitizations	—			—			(6,382		)	117			(6,265		)
Gain / (loss) from subsidiaries	(7,314		)	—			—			7,314			—
Total other income / (expense)	(25,840		)	(5		)	(6,957		)	11,029			(21,773		)
Net income / (loss)	$	8,978		$	3,518		$	(10,832	)	$	7,431		$	9,095
Other comprehensive income, net of tax:
Change in value of cash flow hedges	—			—			(1,071		)	—			(1,071		)
Comprehensive income / (loss)	$	8,978		$	3,518		$	(11,903	)	$	7,431		$	8,024

49

NATIONSTAR MORTGAGE LLC CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2011 (IN THOUSANDS)
	Issuer (Parent)			Guarantor (Subsidiaries)			Non-Guarantor (Subsidiaries)			Eliminations			Consolidated
Operating activities:
Net income/(loss)	$	8,978		$	3,518		$	(10,832	)	$	7,431		$	9,095
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:
Loss on equity method investments	521												521
Share-based compensation	10,526			—			—			—			10,526
Gain on mortgage loans held for sale	(43,328		)	—			—			—			(43,328		)
Provision for loan losses	724			—			404			—			1,128
Loss on foreclosed real estate and other	202			—			4,144			—			4,346
(Gain)/loss on ineffectiveness on interest rate swaps and cap	—			—			(1,416		)	—			(1,416		)
Fair value changes in ABS securitizations	—			—			6,382			(117		)	6,265
Loss from subsidiaries	7,314			—			—			(7,314		)	—
Depreciation and amortization	1,560			—			—			—			1,560
Change in fair value of mortgage servicing rights	11,722			—			—			—			11,722
Amortization of debt discount	4,389			—			2,057			—			6,446
Amortization of premiums/(discounts)	—			—			(2,424		)	—			(2,424		)
Mortgage loans originated and purchased, net of fees	(1,378,039		)	—			—			—			(1,378,039		)
Cost of loans sold, net of fees	1,490,814			—			—			—			1,490,814
Principal payments/prepayments received and other changes in mortgage loans originated as held for sale	19,336			—			5,462			—			24,798
Changes in assets and liabilities:
Accounts receivable	(30,448		)	—			(351		)	—			(30,799		)
Receivables from/(payables to) affiliates	(29,292		)	(3,680		)	34,614			—			1,642
Other assets	(470		)	—			—			—			(470		)
Accounts payable and accrued liabilities	3,885			—			(175		)	—			3,710
Net cash provided by/(used) in operating activities	78,394			(162		)	37,865			—			116,097

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	Issuer (Parent)			Guarantor (Subsidiaries)			Non-Guarantor (Subsidiaries)			Eliminations		Consolidated
Investing activities:
Principal payments received and other changes on mortgage loans held for investment, subject to ABS nonrecourse debt	—			—			14,285			—		14,285
Property and equipment additions, net of disposals	(8,833		)	—			—			—		(8,833		)
Acquisition of equity method investment	(6,600		)	—			—			—		(6,600		)
Purchase of mortgage servicing rights	(232		)	—			—			—		(232		)
Proceeds from sales of REO	313			—			19,689			—		20,002
Net cash provided by/(used) in investing activities	(15,352		)	—			33,974			—		18,622
Financing activities:
Transfers to/from restricted cash	8,754			(3		)	(1,957		)	—		6,794
Decrease in notes payable, net	(78,884		)	—			(26,104		)	—		(104,988		)
Repayment of nonrecourse debt–Legacy assets	—			—			(14,693		)	—		(14,693		)
Repayment of ABS nonrecourse debt	—			—			(29,085		)	—		(29,085		)
Debt financing costs	(2,729		)	—			—			—		(2,729		)
Distribution to parent	(3,900		)	—			—			—		(3,900		)
Tax related share-based settlement of units by members	(4,809		)	—			—			—		(4,809		)
Net cash provided by/(used) in financing activities	(81,568		)	(3		)	(71,839		)	—		(153,410		)
Net increase/(decrease) in cash	(18,526		)	(165		)	—			—		(18,691		)
Cash and cash equivalents at beginning of period	20,904			319			—			—		21,223
Cash and cash equivalents at end of period	$	2,378		$	154		$	—		$	—	$	2,532

21. Disclosures Related to Transactions with Affiliates of Fortress Investment Group LLC

Nationstar maintains a marketing agreement with Springleaf Home Equity, Inc., formerly known as American General Home Equity, Inc., Springleaf General Financial Services of Arkansas, Inc., formerly known as American General Financial Services of Arkansas, Inc. and MorEquity, Inc. (collectively “Springleaf”), each of which are indirectly owned by investment funds managed by affiliates of Fortress Investment Group LLC. Pursuant to this agreement, Nationstar markets mortgage originations products to customers of Springleaf, and is compensated by the originations fees of loans that Nationstar refinances.

Additionally, in January 2011, Nationstar entered into three agreements to act as the loan subservicer for Springleaf for a whole loan portfolio and two securitized loan portfolios totaling $4.4 billion for which Nationstar receives a monthly per loan subservicing fee and other performance incentive fees subject to the agreements with Springleaf. For the six months ended June 30,2012 and 2011, Nationstar recognized revenue of $5.1 million and $4.9 million, respectively, in additional servicing and other performance incentive fees related to these portfolios. For the three months ended June 30, 2012 and 2011, Nationstar recognized revenue of $2.5 million and $2.7 million , respectively, in additional servicing and other performance incentive fees related to these portfolios. At June 30, 2012 and December 31, 2011, Nationstar had an outstanding receivable from Springleaf of $0.5 million and $0.6 million, respectively, which was included as a component of accounts receivable.

Nationstar is the loan servicer for two securitized loan portfolios managed by Newcastle, which is managed by an affiliate of Fortress Investment Group LLC, for which Nationstar receives a monthly net servicing fee equal to 0.50% per annum on the unpaid principal balance of the portfolios, which was $1.0 billion and $1.2 billion, as of June 30, 2012 and 2011, respectively. For the three months ended June 30,2012 and 2011, Nationstar received servicing fees and other performance incentive fees of $1.3 million and $1.5 million, respectively. For the six months ended June 30,2012 and 2011, Nationstar received servicing fees and other performance incentive fees of $2.6 million and $3.0 million, respectively.

Additionally, from December 2011 through June 2012, Nationstar entered into several agreements with Newcastle, where Nationstar sold to Newcastle the right to receive approximately 65% of the excess cash flow generated from certain acquired MSRs after receipt of a fixed basic servicing fee per loan. Nationstar will retain all ancillary income associated with servicing such MSRs and 35% of the excess cash flow after receipt of the fixed basic servicing fee. Nationstar will continue to be the servicer of the loans and provide all servicing and advancing functions for the portfolio. Newcastle will not have prior or ongoing obligations associated with this MSR portfolio. Furthermore, should Nationstar refinance any loan in such portfolio, subject to certain limitations, Nationstar will be required to transfer the new loan or a replacement loan of similar economic

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characteristics into the portfolio. The new or replacement loan will be governed by the same terms set forth in the agreement described above.

The fair value on the outstanding liability related to these agreements was $266.7 million at June 30, 2012. Additionally, as a component of the underlying agreements, Newcastle held back a portion of the sales price, amounting to $34.5 million, pending certain conditions being satisfied by Nationstar. Such amount is recorded in accounts receivable and is expected to be received in third quarter 2012.

22. Related Party Disclosure

In March 2011, Nationstar entered into a limited partnership agreement with ANC. ANC is the parent company of NREIS, which through the ANC partnership Nationstar holds a non-controlling interest in NREIS, an ancillary real estate services and vendor management company that directly and indirectly provides title agency settlement or valuation services for loan originations and default management. As Nationstar is able to exercise significant influence, but not control, over the policies and procedures of the entity, and Nationstar owns less than 50% of the voting interests, Nationstar applies the equity method of accounting. In March 2012 as part of the initial public offering restructuring, Nationstar assumed FIF’s 13% ownership in NREIS, increasing the total Nationstar investment to 35%. For the three months ended June 30,2012 and the year ending December 31, 2011, Nationstar disbursed $3.1 million and $4.9 million, respectively, for servicing-related advances. For the six months ended June 30,2012 and the year ending December 31, 2011, Nationstar disbursed $7.8 million and $4.9 million, respectively, for servicing-related advances. Additionally, during May 2012, Nationstar advanced NREIS $2.0 million for future services. The amount is recorded in accounts receivable other in these financial statements.

23. Definitive Agreement to Acquire Certain Mortgage Servicing Assets of Residential Capital, LLC

On May 13, 2012, Nationstar signed a definitive agreement (the “Agreement”) which was subsequently amended on June 28, 2012 to acquire certain residential mortgage servicing assets and other assets (collectively, “Mortgage Servicing Assets”) from Residential Capital, LLC and related entities (collectively, “ResCap”) in connection with ResCap’s proceedings before the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy court”).

Nationstar expects the acquired Mortgage Servicing Assets to total approximately $371 billion, including $196 billion in primary residential MSRs and $174 billion in subservicing contracts, as measured by unpaid principal balances as of March 31, 2012, approximately $1.8 billion of related servicing advance receivables and certain other assets. The sale of the Mortgage Servicing Assets is expected to close by the first quarter of 2013, subject to certain conditions and auction described below.

The aggregate purchase price for the Mortgage Servicing Assets under the Agreement is approximately $2.4 billion. Nationstar expects to fund such purchase price through a combination of cash, the proceeds of a co-investment with Newcastle of up to $450 million, proceeds of advance financing facilities and the issuance of debt or equity.

Although Nationstar has been approved as the stalking-horse bidder by the Bankruptcy Court, other bidders may submit bids for the assets the Company is seeking to acquire. The auction for the mortgage servicing asset is scheduled to commence on October 23, 2012. If any such bidders submit bids, Nationstar can provide no assurances that it will be the winning bidder and ultimately permitted to purchase the assets Nationstar is seeking to acquire or that it will not be required to make changes, which changes could be material, to the terms of the Agreement in order to purchase the assets. If the Agreement is terminated as a result of the Bankruptcy Court's approval of a competing bidder, ResCap will be required to pay Nationstar a $24 million break-up fee in cash (a portion of which will be payable to Newcastle).

24. Subsequent Events

On July 19, 2012, Nationstar offered $100 million aggregate principal amount of 9.625% Senior Notes due 2019, in a private placement transaction. The notes were issued with an issue premium of $5.5 million for net cash proceeds of $104.0 million. The notes are a further issuance of the $275 million aggregate principal amount of 9.625% Senior Notes due 2019, issued in April 2012 (the "Existing Notes") and are guaranteed on an unsecured basis by each of Nationstar's current and future domestic subsidiaries, other than its securitization and certain finance subsidiaries and subsidiaries that in the future can be designated as excluded restricted and unrestricted subsidiaries. The notes are a further issuance of the Existing Notes and form a single series of debt securities with the Existing Notes.

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

In conjunction with the completion of Nationstar Mortgage Holdings Inc.'s initial public offering, Nationstar Mortgage LLC became a wholly-owned indirect subsidiary of Nationstar Mortgage Holdings Inc. Nationstar Mortgage Holdings Inc. was formed as a Delaware corporation for the purpose of reorganizing the structure of FIF HE Holdings LLC (FIF) and Nationstar Mortgage LLC so that the common stock issuer was a corporation rather than a limited liability company. Investors in FIF exchanged their membership units for shares in Nationstar Mortgage Holdings Inc. Because Nationstar Mortgage Holdings Inc. had no operations prior to the reorganization and initial public offering, Nationstar Mortgage LLC is the predecessor company. The following discussion and analysis relates to the operations of Nationstar Mortgage Holdings Inc. and its consolidated subsidiaries. The terms “we,” “us”, or “our” refer to the business of Nationstar Mortgage Holdings Inc. or its predecessor Nationstar Mortgage LLC as appropriate.

General

Our Business

We are a leading high touch non-bank residential mortgage servicer with a broad array of servicing capabilities across the residential mortgage product spectrum. We have been the fastest growing mortgage servicer since 2007 as measured by annual percentage growth in UPB, having grown 83.1% annually on a compounded basis. As of June 30, 2012, we serviced almost 1.1 million residential mortgage loans with an aggregate UPB of $193.1 billion, making us the largest high touch non-bank servicer in the United States. Our total servicing portfolio as of June 30, 2012 includes approximately $27.2 billion of servicing related to reverse residential mortgage loans which were acquired in January 2012 and June 2012. We currently outsource the servicing of our reverse residential mortgage loan portfolio to several servicing counterparties. Additionally, we made several acquisitions of forward MSRs in June 2012 related to UPB of approximately $72.8 billion. Of these acquisitions, approximately $6.2 billion of the underlying UPB were boarded in June 2012. The remainder were boarded in July 2012.

We service loans as the owner of the forward MSRs, which we refer to as “primary servicing,” and we service loans on behalf of other MSR or mortgage owners, which we refer to as “subservicing”. We acquire MSRs on a standalone basis and have also developed an innovative model for investing on a capital light basis by co-investing with financial partners in “excess MSRs.” Subservicing represents another capital light means of growing our servicing business, as subservicing contracts are typically awarded on a no-cost basis and do not require substantial capital. As of June 30, 2012, our primary servicing and subservicing, represented 61.1% and 24.8%, respectively of our total servicing portfolio, with 14.1% of our outstanding servicing portfolio consisting of reverse residential mortgage loans. In addition, we operate or have investments in several adjacent businesses designed to meet the changing needs of the mortgage industry. These businesses offer an array of ancillary services, including providing services for delinquent loans, managing loans in the foreclosure/REO process and providing title insurance agency, loan settlement and valuation services on newly originated and re-originated loans.

In June 2012, we closed an asset purchase agreement with Aurora Bank FSB and Aurora Loan Services LLC, (collectively “Aurora”). Under the Asset Purchase Agreement, we purchased MSRs to approximately 300,000 residential mortgage loans with a total unpaid principal balance of over $63 billion, $1.7 billion of servicing advance receivables, and certain other assets. The composition of the acquired MSR portfolio is approximately 75% non-conforming loans in private label securitizations and approximately 25% conforming loans in GSE pools. We also assumed certain liabilities.

In January 2012, we acquired the mortgage servicing rights related to a portfolio of reverse residential mortgage loans with an unpaid principal balance of approximately $7.9 billion. In June 2012, we completed two additional acquisitions of MSRs related to reverse mortgages. These acquisitions total approximately $19.4 billion in unpaid principal balance. Reverse mortgages provide seniors (62 years and older) with a loan secured by their home. The majority of reverse mortgages are secured by the Federal Housing Administration (FHA) and are referred to as “HECMs” or Home Equity Conversion Mortgages. Like a typical home equity loan, reverse mortgages are designed to enable seniors to borrow against the value of their home. Unlike a typical home equity loan, no payment of principal or interest is required until the death of the borrower or sale of the home and the amount of the loan is dependent on the appraised value of the home at the time of origination, the interest rate on the loan and the borrower's age. Reverse mortgages may be either fully funded (fixed rate loan) or can provide for a line of credit that can be drawn periodically (adjustable rate “ARM” loan).

We are one of only a few non-bank servicers with a fully integrated loan originations platform to complement and enhance our servicing business. We originate primarily conventional agency (GSE) and government-insured residential mortgage loans and, to mitigate risk, typically sell these loans within 30 days while retaining the associated servicing rights. Our originations efforts are primarily focused on “re-origination,” which involves actively working with existing borrowers to refinance their mortgage loans. By re-originating loans for existing borrowers, we retain the servicing rights, thereby extending the longevity of the servicing cash flows, which we refer to as “recapture.”

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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 engaged in a transaction through which we term-financed our legacy assets with a nonrecourse loan. 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: the Servicing Segment and the Originations Segment.

Our internet address is www.nationstarholdings.com. Through this internet website (under the “Investor Relations / Financial Information” link), we make available, free of charge, its reports that are electronically filed with or furnished to the Securities and Exchange Commission (SEC). We also make available on our Web site other shareholder information such as share price and current events. Information contained on or available through this website is not incorporated by reference herein.

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 four 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, (b) sale of mortgage loans, (c) accounting for mortgage loans held for investment, subject to nonrecourse debt and (d) valuation of deferred tax assets. 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.

For further information on our critical accounting policies, please refer to our Quarterly Report on Form 10-Q for the period ended March 31, 2012. There have been no material changes to our critical accounting policies since March 31, 2012.

Selected Financial Data

Selected consolidated balance sheet, statement of operations and other selected data are as follows (dollars in thousands).

	June 30, 2012		December 31, 2011
Consolidated Balance Sheets Data:
Cash and cash equivalents	$	15,892	$	62,445
Accounts Receivable	2,487,991		562,300
Mortgage servicing rights (at fair value)	596,462		251,050
Total assets	4,896,230		1,787,931
Notes payable	2,412,364		873,179
Unsecured senior notes	555,938		280,199
Nonrecourse debt-legacy assets	106,271		112,490
Excess spread financing (at fair value)	266,693		44,595
Total liabilities	4,263,109		1,506,622
Total shareholders' equity	633,121		281,309

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Consolidated Statements of Operations and Comprehensive Income Data:	For the three months ended  June 30,						For the six months ended  June 30,
	2012			2011			2012			2011
Total revenues	$	200,047		$	82,199		$	361,762		$	167,391
Total expenses and impairments	130,372			68,402			226,949			136,523
Total other income (expense)	(20,620		)	(12,071		)	(32,427		)	(21,773		)
Income before taxes	49,055			1,726			102,386			9,095
Total income tax expense	12,780			—			15,925			—
Net income	36,275			1,726			86,461			9,095
Change in value of designated cash flow hedge	(423		)	(1,210		)	(423		)	(1,071		)
Comprehensive income	$	35,852		$	516		$	86,038		$	8,024
Other Financial Data:
Net cash provided by / (used in):
Operating activities	$	(491,908	)	$	(15,490	)	$	(356,625	)	$	116,097
Investing activities	(1,966,271		)	13,344			(1,968,653		)	18,622
Financing activities	2,118,077			(43,742		)	2,278,925			(153,410		)
Adjusted EBITDA1 (non-GAAP measure)	101,201			27,712			178,443			55,665
Operating Segments:
Interest expense from unsecured senior notes	13,516			7,531			22,058			15,079
Change in fair value of mortgage servicing rights	20,875			7,938			20,380			11,722
Depreciation and amortization	1,758			694			3,001			1,335
Share-based compensation	6,353			5,238			8,747			10,476

¹Adjusted EBITDA is a key performance measure used by management in evaluating the performance of our segments. Adjusted EBITDA represents our Operating Segments' income, 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 also excludes results from our legacy asset portfolio and certain securitization trusts that were consolidated upon adoption of the accounting guidance eliminating the concept of a QSPE.

Adjusted EBITDA

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 believes Adjusted EBITDA is useful in assessing the profitability of our core business and uses Adjusted EBITDA in evaluating our operating performance as follows:

• Financing arrangements for our Operating Segments are secured by assets that are allocated to these segments. Interest expense that relates to the financing of our unsecured senior notes is not considered in evaluating our operating performance because this obligation is serviced by the excess earnings from our Operating Segments after the debt obligations that are secured by their assets.

• To monitor operating costs of each Operating Segment excluding the impact from depreciation, amortization and fair value change of the asset base, exit costs from our restructuring and non-cash operating expense, such as share-based compensation. Operating costs are analyzed to manage costs per our operating plan and to assess staffing levels, implementation of technology based solutions, rent and other general and administrative costs.

Management does not assess the growth prospects and the profitability of our legacy asset portfolio and certain securitization trusts that were previously consolidated, except to the extent necessary to assess whether cash flows from the assets in the legacy asset portfolio are sufficient to service its debt obligations.

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

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of our results as reported under GAAP. Some of these limitations are:

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

• 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 MSRs 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 its usefulness as a comparative measure.

Because of these and other limitations, Adjusted EBITDA should not be considered as a measure 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. Adjusted EBITDA is a non-GAAP measure and 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.

	For the three months ended June 30,						For the six months ended June 30,
Net Income/(Loss) from Operating Segments to Adjusted EBITDA Reconciliation (dollars in thousands):	2012			2011			2012			2011
Net income	$	36,275		$	1,726		$	86,461		$	9,095
Plus:
Net (income)/loss from Legacy Portfolio and Other	7,373			5,098			15,420			9,373
Income tax expense	12,780			—			15,925			—
Income/(loss) from Operating Segments	56,428			6,824			117,806			18,468
Adjust for:
Interest expense from unsecured senior notes	13,516			7,531			22,058			15,079
Depreciation and amortization	1,758			694			3,001			1,335
Change in fair value of mortgage servicing rights	20,875			7,938			20,380			11,722
Amortization of mortgage servicing rights/obligations - at amortized cost	9			—			(624		)	—
Share-based compensation	6,353			5,238			8,747			10,476
Fair value changes on excess spread financing	2,412			—			7,263			—
Fair value changes in derivatives	(150		)	—			(188		)	—
Ineffective portion of cash flow hedge	—			(513		)	—			(1,415		)
Adjusted EBITDA	$	101,201		$	27,712		$	178,443		$	55,665

Recent Developments

On July 19, 2012, Nationstar offered $100 million aggregate principal amount of 9.625% Senior Notes due 2019, in a private placement transaction. We issued the notes with an issue premium of $5.5 million for net cash proceeds of $104.0 million. The notes are a further issuance of the $275 million aggregate principal amount of 9.625% Senior Notes due 2019, issued in April 2012 (the "Existing Notes") and are guaranteed on an unsecured basis by each of Nationstar's current and future domestic subsidiaries, other than its securitization and certain finance subsidiaries and subsidiaries that in the future can be designated as excluded restricted and unrestricted subsidiaries. The notes are a further issuance of the Existing Notes and form a single series of debt securities with the Existing Notes. Effective June 30, 2012, Nationstar Inc. and its two direct wholly-owned subsidiaries became guarantors of the unsecured notes as well.

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Definitive Agreement to Acquire Certain Mortgage Servicing Assets of Residential Capital, LLC

On May 13, 2012, Nationstar signed a definitive agreement (the “Agreement”) which was subsequently amended on June 28, 2012 to acquire certain residential mortgage servicing assets and other assets (collectively, “Mortgage Servicing Assets”) from Residential Capital, LLC and related entities (collectively, “ResCap”) in connection with ResCap’s proceedings before the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy court”).

Nationstar expects the acquired Mortgage Servicing Assets to total approximately $371 billion, including $196 billion in primary residential MSRs and $174 billion in subservicing contracts, as measured by unpaid principal balances as of March 31, 2012, approximately $1.8 billion of related servicing advance receivables and certain other assets. The sale of Mortgage Servicing Assets is expected to close by the first quarter of 2013, subject to certain conditions and auction described below.

The aggregate purchase price for the Mortgage Servicing Assets under the Agreement is approximately $2.4 billion. Nationstar expects to fund such purchase price through a combination of cash, the proceeds of a co-investment with Newcastle of up to $450 million, the proceeds of advance and financing facilities, and the issuance of debt or equity.

Although Nationstar has been approved as the stalking-horse bidder by the Bankruptcy Court, other bidders may submit bids for the assets the Company is seeking to acquire. The auction for the assets is scheduled to commence on October 23, 2012. If any such bidders submit bids, Nationstar can provide no assurances that it will be the winning bidder and ultimately permitted to purchase the assets Nationstar is seeking to acquire or that it will not be required to make changes, which changes could be material, to the terms of the Agreement in order to purchase the assets. If the Agreement is terminated as a result of the Bankruptcy Court's approval of a competing bidder, ResCap will be required to pay Nationstar a $24 million break-up fee in cash (a portion of which will be payable to Newcastle).

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Results of Operations

Below is a summarization of our consolidated operating results for the periods indicated. We provide further discussion of our results of operations for each of our reportable segments under “Segment Results” below. Certain income and expenses not allocated to our reportable segments are presented under “Legacy Portfolio and Other” below and discussed in “Note 19—Business Segment Reporting”, in the accompanying Notes to Consolidated Financial Statements.

Comparison of Consolidated Results for the Three Months Ended June 30, 2012 and 2011

Revenues increased $117.8 million from $82.2 million for the three months ended June 30, 2011 to $200.0 million for the three months ended June 30, 2012, due to increases in both our total fee income and our gain on mortgage loans held for sale. The increase in our total fee income was primarily the result of our higher average forward servicing portfolio balance of $95.8 billion for the three months ended June 30, 2012, compared to $66.2 billion for the three months ended June 30, 2011 and an increase in loss mitigation and performance based incentive fees combined with fees earned from our reverse mortgage portfolio, which we began servicing in January 2012. The increase in the gain on loans held for sale was a result of the $1,082.5 million, or 149.5%, increase in the amount of loans originated during the 2012 period compared to the 2011 period, higher margins earned on the sale of residential mortgage loans during the period and an increase in the value of our outstanding derivative financial instruments as a result of an increase in our outstanding mortgage loan commitments.

Expenses and impairments increased $62.0 million from $68.4 million for the three months ended June 30, 2011 to $130.4 million for the three months ended June 30, 2012, primarily due to the increase in compensation expenses related to increased staffing levels in order to accommodate our larger servicing portfolio and originations volumes as well as other related increases in general and administrative expenses.

Other expense increased $8.5 million from $12.1 million for the three months ended June 30, 2011 to $20.6 million for the three months ended June 30, 2012, primarily due to a decrease in our net interest margin resulting from higher average outstanding balances on our outstanding warehouse and advance facilities combined with a higher average outstanding balance on our senior unsecured notes.

For the three months ended June 30, 2012, we incurred tax expense of $12.8 million, with no corresponding tax expense during the comparable 2011 period. During March 2012, we became a taxable entity in conjunction with our initial public offering.

Comparison of Consolidated Results for the Six Months Ended June, 30 2012 and 2011

Revenues increased $194.4 million from $167.4 million for the six months ended June 30, 2011 to $361.8 million for the six months ended June 30, 2012, due to increases in both our total fee income and our gain on mortgage loans held for sale. The increase in our total fee income was primarily the result of our higher average forward servicing portfolio balance of $96.0 billion for the six months ended June 30, 2012, compared to $66.0 billion for the six months ended June 30, 2011 and an increase in loss mitigation and performance based incentive fees combined with fees earned from our reverse mortgage portfolio, which we began servicing in January 2012. The increase in the gain on loans held for sale was a result of the $1,618.3 million, or 117.4%, increase in the amount of loans originated during the 2012 period compared to the 2011 period, higher margins earned on the sale of residential mortgage loans during the period and an increase in the value of our outstanding derivative financial instruments as a result of an increase in our outstanding mortgage loan commitments.

Expenses and impairments increased $90.4 million from $136.5 million for the six months ended June 30, 2011 to $226.9 million for the six months ended June 30, 2012, primarily due to the increase in compensation expenses related to increased staffing levels in order to accommodate our larger servicing portfolio and originations volumes as well as other related increases in general and administrative expenses.

Other expense increased $10.6 million from $21.8 million for the six months ended June 30, 2011 to $32.4 million for the six months ended June 30, 2012, primarily due to a decrease in our net interest margin resulting from higher average outstanding balances on our outstanding warehouse and advance facilities combined with a higher average outstanding balance on our senior unsecured notes.

For the six months ended June 30, 2012, we incurred tax expense of $15.9 million, with no corresponding expense during the comparable 2011 period. During March 2012, we became a taxable entity in conjunction with our initial public offering.

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: the Servicing Segment and the Originations Segment, which we refer to collectively as our Operating Segments. We report the activity not related to either operating segment in Legacy Portfolio and Other. Legacy

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Portfolio and Other includes primarily all subprime mortgage loans originated mostly from April to July 2007 or acquired, and VIEs which were consolidated pursuant to the adoption of consolidation guidance related to VIEs. As of June 30, 2012, we had no consolidated 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. Expenses are allocated to individual segments based on the estimated value of the services performed, including total revenue contributions, personnel headcount, and the equity invested in each segment. Revenues generated or inter-segment services performed are valued based on similar serviced provided to external parties.

Servicing Segment

The Servicing Segment provides loan servicing on our primary and subservicing portfolios, including the collection of principal and interest payments and the generation of ancillary fees related to the servicing of mortgage loans. We also service approximately $27.2 billion in reverse residential mortgage loans which we acquired in 2012. Servicing reverse mortgage loans involves monitoring the condition of the property, advancing for delinquent taxes and insurance, advancing for line of credit draws, and dealing with foreclosure and recovery in the event of default.

Increase in aggregate UPB 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 UPB of our servicing portfolio at the periods indicated.

	June 30, 2012		June 30, 2011
Servicing Portfolio (in millions)
Unpaid principal balance (by investor):
Special servicing	$	8,996	$	8,298
Government-sponsored enterprises	72,899		50,675
Non-Agency securitizations	17,333		6,736
Total boarded forward servicing portfolio	99,228		65,709
Acquired Servicing Rights owned - serviced by predecessor	66,615		—
Total forward servicing portfolio	165,843		65,709
Reverse mortgage servicing	27,232		—
Total servicing portfolio unpaid principal balance	$	193,075	$	65,709

The table below provides detail of the characteristics and key performance metrics of our forward servicing portfolio for the periods indicated.

Six months ended June 30,	2012 (1)			2011
($ in millions, except for average loan amount)
Loan count-servicing	608,212			398,033
Ending unpaid principal balance	$	99,228		$	65,709
Average unpaid principal balance	$	95,965		$	66,047
Average loan amount	$	163,147		$	165,084
Average coupon	5.52		%	5.57		%
Average FICO	672			649
60+ delinquent (% of loans) (2)	11.7		%	16.7		%
Total prepayment speed (12 month constant pre-payment rate)	15.5		%	12.3		%

(1) 2012 characteristics and key performance metrics of our servicing portfolio exclude approximately $66.6 billion and approximately 309,000 units of forward residential mortgage loans acquired in two separate transactions. These loans were boarded in July 2012 and have been excluded from our key performance metrics above.

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(2) Loan delinquency is based on the current contractual due date of the loan. In the case of a completed loan modification, delinquency is based on the modified due date of the loan.

The table below provides detail of the characteristics and key performance metrics of our reverse servicing portfolio for the six months ended June 30, 2012.

Six months ended June 30,	2012
($ in millions, except for average loan amount)
Loan count	168,961
Ending unpaid principal balance	$	27,232
Average loan amount	$	162,170
Average coupon	3.20		%
Average borrower age	76

Servicing Fee Income

Servicing fee income consists of the following for the periods indicated (in thousands).

	For the three months ended June 30,						For the six months ended June 30,
	2012			2011			2012			2011
Servicing fee income	$	82,080		$	46,475		$	142,693		$	93,401
Loss mitigation and performance-based incentive fees	7,046			2,038			14,954			4,184
Modification fees	7,217			6,439			14,532			13,000
Late fees and other ancillary charges	6,657			5,712			14,294			12,120
Reverse mortgage fees	6,164			—			10,142			—
Other servicing fee related revenues	58			(61		)	131			(398		)
Total servicing fee income before MSR fair value adjustments	109,222			60,603			196,746			122,307
Fair value adjustments on excess spread financing	(2,412		)	—			(7,264		)	—
Reverse mortgage servicing liability accretion	(9		)	—			624			—
MSR fair value adjustments	(20,875		)	(7,938		)	(20,380		)	(11,722		)
Total servicing fee income	$	85,926		$	52,665		$	169,726		$	110,585

The following tables provide servicing fee income and UPB by primary servicing, subservicing, adjacent businesses and reverse servicing for and at the periods indicated (in thousands).

	For the three months ended June 30,				For the six months ended June 30,
	2012		2011		2012		2011
Primary servicing	$	69,420	$	33,927	$	119,061	$	71,844
Subservicing	31,728		25,375		63,646		48,371
Adjacent businesses	1,910		1,301		3,897		2,092
Reverse servicing	6,164		—		10,142		—
Total servicing fee income before MSR fair value adjustments	$	109,222	$	60,603	$	196,746	$	122,307

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	June 30, 2012		June 30, 2011
UPB (in millions)
Primary servicing	$	119,131	$	33,459
Subservicing	46,712		32,250
Reverse servicing	27,232		—
Total unpaid principal balance	$	193,075	$	65,709

Servicing Segment for the Three Months Ended June 30, 2012 and 2011

Service Fee Income

Servicing fee income was $85.9 million for the three months ended June 30, 2012 compared to $52.7 million for the three months ended June 30, 2011, an increase of $33.2 million, or 63.0%, primarily due to the net effect of the following:

• Increase of $35.6 million due to higher average UPB on our forward servicing portfolio of $95.8 billion in the 2012 period compared to $66.2 billion in the comparable 2011 period. The increase in our servicing portfolio was primarily driven by an increase in average UPB for loans serviced for GSEs and other subservicing contracts for third-party investors of $70.5 billion in the 2012 period compared to $51.0 billion in the comparable 2011 period. In addition, we also experienced an increase in average UPB for our private asset-backed securitizations portfolio, which increased to $17.7 billion in the three months ended June 30, 2012 compared to $6.8 billion in the comparable 2011 period.

• Increase of $5.0 million due to increased loss mitigation and performance-based incentive fees earned from a GSE.

• Increase of $0.8 million due to higher modification fees earned from HAMP and non-HAMP modifications.

• Increase of $1.0 million from increased collections from late fees and other ancillary charges.

• Increase of $6.2 million from fees earned from our reverse mortgage portfolio for which we began servicing in January 2012.

• Decrease of $13.0 million from change in fair value on MSRs which was recognized in servicing fee income. The fair value of our MSRs is based upon the present value of the expected future cash flows related to servicing these loans. The revenue components of the cash flows are servicing fees, interest earned on custodial accounts, and other ancillary income. The expense components include operating costs related to servicing the loans (including delinquency and foreclosure costs) and interest expenses on servicing advances. The expected future cash flows are primarily impacted by prepayment estimates, delinquencies, and market discount rates. Generally, the value of MSRs increases when interest rates increase and decreases when interest rates decline due to the effect those changes in interest rates have on prepayment estimates. Other factors affecting the MSR value includes the estimated effects of loan modifications on expected cash flows. Such modifications tend to positively impact cash flows by extending the expected life of the affected MSR and potentially producing additional revenue opportunities depending on the type of modification. In valuing the MSRs, we believe our assumptions are consistent with the assumptions other major market participants use. These assumptions include a level of future modification activity that we believe major market participants would use in their valuation of MSRs. Internally, we have modification goals that exceed the assumptions utilized in our valuation model. Nevertheless, were we to apply an assumption of a level of future modifications consistent with our internal goals to our MSR valuation, we do not believe the resulting increase in value would be material. Additionally, several state attorneys general have previously requested that certain mortgage servicers, including us, suspend foreclosure proceedings pending internal review to ensure compliance with applicable law, and we received requests from four such state attorneys general. Although we have resumed those previously delayed proceedings, changes in the foreclosure process that may be required by government or regulatory bodies could increase the cost of servicing and diminish the value of our MSRs. We utilize assumptions of servicing costs that include delinquency and foreclosure costs that we believe major market participants would use to value their MSRs. We periodically compare our internal MSR valuation to third-party valuation of our MSRs to help substantiate our market assumptions. We have considered the costs related to the delayed proceedings in our assumptions and we do not believe that any resulting decrease in the MSR was material given the expected short-term nature of the issue.

• Decrease of $2.4 million from change in fair value of our excess spread financing arrangements. In conjunction with various MSR acquisitions, we have entered into sale and assignment agreements, which we treated as financings, whereby we sold the right to receive 65% of the excess cash flow generated from certain underlying MSR portfolios after receipt of a fixed basic servicing fee per loan. We measure these financing arrangements at fair value.

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Other Fee Income

Other fee income was $6.0 million for the three months ended June 30, 2012 compared to $3.5 million for the three months ended June 30, 2011, an increase of $2.5 million, or 71.4%, due to higher commissions earned on lender placed insurance and higher REO sales commissions.

The following table provides other fee income by primary servicing, subservicing and adjacent businesses for the periods indicated (in thousands).

	For the three months ended  June 30,
	2012		2011
Primary servicing	$	1,066	$	1,361
Subservicing	63		822
Adjacent businesses	4,840		1,283
Total other fee income	$	5,969	$	3,466

Expenses and Impairments

Expenses and impairments were $73.7 million for the three months ended June 30, 2012 compared to $39.9 million the three months ended June 30, 2011, an increase of $33.8 million, or 84.7%, primarily due to the increase of $9.6 million in salaries, wages and benefits expense resulting primarily from an increase in average headcount from 1,509 in the 2011 period to 1,859 in the 2012 period and an increase of $24.2 million in general and administrative and occupancy-related expenses associated with increased headcount and growth in the servicing portfolio.

The following table provides primary servicing, subservicing, reverse servicing, adjacent businesses and other Servicing Segment expenses for the periods indicated (in thousands).

	For the three months ended June 30,
	2012		2011
Primary servicing	$	29,887	$	15,950
Subservicing	29,203		16,780
Reverse servicing	6,959		—
Adjacent businesses	2,446		2,075
Other Servicing Segment expenses	5,161		5,091
Total expenses and impairments	$	73,656	$	39,896

Other Servicing Segment expenses primarily include share-based compensation expenses.

Other Income (Expense)

Total other income (expense) was $(22.9) million for the three months ended June 30, 2012 compared to $(12.8) million for the three months ended June 30, 2011, an increase in expense, net of income, of $10.1 million, or 78.9%, primarily due to the net effect of the following:

• Interest income was $5.2 million for the three months ended June 30, 2012 compared to $0.7 million for the three months ended June 30, 2011, an increase of $4.5 million primarily attributable to interest earned on our outstanding participating interests in reverse mortgages of $5.3 million, with no respective interest amounts earned in the comparable 2011 period.

• Interest expense was $28.3 million for the three months ended June 30, 2012 compared to $13.5 million for the three ended June 30, 2011, an increase of $14.8 million, or 109.6%, primarily due to higher average outstanding debt of $1,151.6 million for the three months ended June 30, 2012 compared to $610.3 million in the comparable 2011 period. The impact of the higher debt balances is partially offset by lower interest rates due to declines in the base LIBOR and decreases in the overall index margin on outstanding servicer advance facilities. Interest expense from the senior

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unsecured notes was $13.5 million and $7.5 million, respectively, for the three months ended June 30, 2012 and 2011. Interest expense for June 30, 2011 also includes gains for the ineffective portion of a cash flow hedge of $0.5 million, with no respective amounts for the 2012 period.

Servicing Segment for the Six Months Ended June 30, 2012 and 2011

Servicing Fee Income

Servicing fee income was $169.7 million for the six months ended June 30, 2012 compared to $110.6 million for the six months ended June 30, 2011, an increase of $59.1 million, or 53.4%, primarily due to the net effect of the following:

• Increase of $49.3 million due to higher average UPB on our forward servicing portfolio of $96.0 billion in the 2012 period compared to $66.0 billion in the comparable 2011 period. The increase in our servicing portfolio was primarily driven by an increase in average UPB for loans serviced for GSEs and other subservicing contracts for third-party investors of $71.3 billion in the 2012 period compared to $51.4 billion in the comparable 2011 period. In addition, we also experienced an increase in average UPB for our private asset-backed securitizations portfolio, which increased to $18.1 billion in the six months ended June 30, 2012 compared to $6.9 billion in the comparable 2011 period.

• Increase of $10.8 million due to increased loss mitigation and performance-based incentive fees earned from a GSE.

• Increase of $1.5 million due to higher modification fees earned from HAMP and non-HAMP modifications.

• Increase of $2.2 million from higher collections from late fees and other ancillary charges.

• Increase of $10.1 million from fees earned from our reverse mortgage portfolio for which we began servicing in January 2012.

• Decrease of $8.7 million from change in fair value on MSRs which was recognized in servicing fee income. The fair value of our MSRs is based upon the present value of the expected future cash flows related to servicing these loans. The revenue components of the cash flows are servicing fees, interest earned on custodial accounts, and other ancillary income. The expense components include operating costs related to servicing the loans (including delinquency and foreclosure costs) and interest expenses on servicing advances. The expected future cash flows are primarily impacted by prepayment estimates, delinquencies, and market discount rates. Generally, the value of MSRs increases when interest rates increase and decreases when interest rates decline due to the effect those changes in interest rates have on prepayment estimates. Other factors affecting the MSR value includes the estimated effects of loan modifications on expected cash flows. Such modifications tend to positively impact cash flows by extending the expected life of the affected MSR and potentially producing additional revenue opportunities depending on the type of modification. In valuing the MSRs, we believe our assumptions are consistent with the assumptions other major market participants use. These assumptions include a level of future modification activity that we believe major market participants would use in their valuation of MSRs. Internally, we have modification goals that exceed the assumptions utilized in our valuation model. Nevertheless, were we to apply an assumption of a level of future modifications consistent with our internal goals to our MSR valuation, we do not believe the resulting increase in value would be material. Additionally, several state attorneys general have previously requested that certain mortgage servicers, including us, suspend foreclosure proceedings pending internal review to ensure compliance with applicable law, and we received requests from four such state attorneys general. Although we have resumed those previously delayed proceedings, changes in the foreclosure process that may be required by government or regulatory bodies could increase the cost of servicing and diminish the value of our MSRs. We utilize assumptions of servicing costs that include delinquency and foreclosure costs that we believe major market participants would use to value their MSRs. We periodically compare our internal MSR valuation to third party valuation of our MSRs to help substantiate our market assumptions. We have considered the costs related to the delayed proceedings in our assumptions and we do not believe that any resulting decrease in the MSR was material given the expected short-term nature of the issue.

• Decrease of $7.3 million from change in fair value of our excess spread financing arrangement. In conjunction with various MSR acquisitions, we have entered into sale and assignment agreements, which we treated as financings, whereby we sold the right to receive 65% of the excess cash flow generated from certain underlying MSR portfolios after receipt of a fixed basic servicing fee per loan. We measure these financing arrangements at fair value.

Other Fee Income

Other fee income was $13.3 million for the six months ended June 30, 2012 compared to $6.7 million for the six months ended June 30, 2011, an increase of $6.6 million, or 98.5%, due to higher commissions earned on lender placed insurance and higher REO sales commissions.

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The following table provides other fee income by primary servicing, subservicing and adjacent businesses for the periods indicated (in thousands).

	For the six months ended  June 30,
	2012		2011
Primary servicing	$	3,426	$	2,845
Subservicing	2,332		1,578
Adjacent businesses	7,513		2,241
Total other fee income	$	13,271	$	6,664

Expenses and impairments

Expenses and impairments were $132.9 million for the six months ended June 30, 2012 compared to $80.3 million the six months ended June 30, 2011, an increase of $52.6 million, or 65.5%, primarily due to the increase of $17.5 million in salaries, wages and benefits expense resulting primarily from an increase in average headcount from 1,509 in the 2011 period to 1,876 in the 2012 period and an increase of $35.1 million in general and administrative and occupancy-related expenses associated with increased headcount and growth in the servicing portfolio.

The following table provides primary servicing, subservicing, reverse servicing, adjacent businesses and other Servicing Segment expenses for the periods indicated (in thousands).

	For the six months ended June 30,
	2012		2011
Primary servicing	$	54,213	$	32,663
Subservicing	56,412		33,979
Reverse servicing	8,872		—
Adjacent businesses	5,213		3,502
Other Servicing Segment expenses	8,176		10,159
Total expenses and impairments	$	132,886	$	80,303

Other Income (Expense)

Total other income (expense) was $(35.2) million for the six months ended June 30, 2012 compared to $(25.3) million for the six months ended June 30, 2011, an increase in expense, net of income, of $9.9 million, or 39.1%, primarily due to the net effect of the following:

• Interest income was $9.9 million for the six months ended June 30, 2012 compared to $1.6 million for the six months ended June 30, 2011, an increase of $8.3 million primarily attributable to interest earned on our outstanding participating interests in reverse mortgages of $9.9 million, with no respective interest amounts earned in the comparable 2011 period.

• Interest expense was $45.2 million for the six months ended June 30, 2012 compared to $26.9 million for the six ended June 30, 2011, an increase of $18.3 million, or 68.0%, primarily due to higher average outstanding debt of $871.9 million for the six months ended June 30, 2012 compared to $617.1 million in the comparable 2011 period. The impact of the higher debt balances is partially offset by lower interest rates due to declines in the base LIBOR and decreases in the overall index margin on outstanding servicer advance facilities. Interest expense from the senior unsecured notes was $22.1 million and $15.1 million, respectively, for the six months ended June 30, 2012 and 2011. Interest expense for June 30, 2011 also includes gains for the ineffective portion of a cash flow hedge of $1.4 million, with no respective amounts for the 2012 period.

Originations Segment

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

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Increase in originations 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 indicated.

	For the three months ended June 30,				For the six months ended June 30,
Originations Volume (in millions)	2012		2011		2012		2011
Retail	$	1,211.4	$	491.0	$	1,885.0	$	915.6
Wholesale	595.0		232.9		1,112.0		462.5
Total Originations	$	1,806.4	$	723.9	$	2,997.0	$	1,378.1

Originations Segment for the Three Months Ended June 30, 2012 and 2011

Originations Revenue

Total revenues were $108.1 million for the three months ended June 30, 2012 compared to $26.7 million for the three months ended June 30, 2011, an increase of $81.4 million, or 304.9%, primarily due to the net effect of the following:

Other fee income was $5.7 million for the three months ended June 30, 2012 compared to $3.8 million for the three months ended June 30, 2011, an increase of $1.9 million, or 50.0%, primarily due to an increase in net points and fees collected as a result of the $1.1 billion increase in loan origination volume.

Gain on mortgage loans held for sale consists of the following for the periods indicated (in thousands).

	For the three months ended June 30,
	2012			2011
Gain on sale	$	48,579		$	14,547
Provision for repurchases	(2,776		)	(1,271		)
Capitalized servicing rights	11,062			8,104
Fair value mark-to-market adjustments	30,942			841
Mark-to-market on derivatives/hedges	14,528			690
Total gain on mortgage loans held for sale	$	102,335		$	22,911

Gain on mortgage loans held for sale was $102.3 million for the three months ended June 30, 2012, compared to $22.9 million for the three months ended June 30, 2011, an increase of $79.4 million, or 346.7%, primarily due to the net effect of the following:

• Increase of $34.1 million from larger volume of originations, which increased from $0.7 billion in 2011 to $1.8 billion in 2012, and higher margins earned on the sale of residential mortgage loans during the period.

• Increase of $3.0 million from capitalized MSRs due to the larger volume of originations and subsequent retention of MSRs.

• Increase of $30.1 million resulting from the change in fair value on newly-originated loans.

• Increase of $13.8 million from change in unrealized gains/losses on derivative financial instruments. These include IRLCs and forward sales of MBS.

• Decrease of $1.5 million from an increase in our provision for repurchases as a result of the increase in our loan sale volume.

Expenses and Impairments

Expenses and impairments were $48.0 million for the three months ended June 30, 2012 compared to $23.7 million for the three months ended June 30, 2011, an increase of $24.3 million, or 102.5%, primarily due to the net effect of the following:

• Increase of $18.0 million in salaries, wages and benefits expense from increase in average headcount of 783 in 2011 to

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948 in 2012 and increases in performance-based compensation due to increases in originations volume.

• Increase of $6.2 million in general and administrative and occupancy expense primarily due to an increase in our overhead expenses from the higher originations volume in the 2012 period.

Other Income and Expenses

Total other income (expense) was $1.0 million for the three months ended June 30, 2012 compared to $0.4 million for the three months ended June 30, 2011, an increase in income, net of expense, of $0.6 million, or 150.0% primarily due to the net effect of the following:

• Interest income was $5.0 million for the three months ended June 30, 2012 compared to $2.9 million for the three months ended June 30, 2011, an increase of $2.1 million, or 72.4%, representing 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 was $4.0 million for the three months ended June 30, 2012 compared to $2.5 million for the three months ended June 30, 2011, an increase of $1.5 million, or 60.0%, primarily due to an increase in originations volume in 2012 and associated financing required to originate these loans, combined with a slight increase in outstanding average days in warehouse on newly originated loans. Additionally, we recognized $0.8 million in additional amortization on our outstanding debt facilities due to recent amendments and modifications on our outstanding warehouse facilities.

Originations Segment for the Six Months Ended June 30, 2012 and 2011

Originations Revenue

Total revenues were $178.6 million for the six months ended June 30, 2012 compared to $51.3 million for the six months ended June 30, 2011, an increase of $127.3 million, or 248.1%, primarily due to the net effect of the following:

Other fee income was $5.7 million for the six months ended June 30, 2012 compared to $7.9 million for the six months ended June 30, 2011, a decrease of $2.2 million, or 27.8%, primarily due to a decrease in net points and fees collected as a result of an increase in fees paid to third party mortgage brokers. Our wholesale originations business operates largely through third-party mortgage brokers. For the six months ended June 30, 2012, wholesale consisted of 37.1% of our total origination volume, compared to 33.6% for the comparable 2011 period.

Gain on mortgage loans held for sale consists of the following for the periods indicated (in thousands).

	For the six months ended June 30,
	2012			2011
Gain on sale	$	92,494		$	25,991
Provision for repurchases	(5,781		)	(2,200		)
Capitalized servicing rights	24,128			17,985
Fair value mark-to-market adjustments	25,294			3,130
Mark-to-market on derivatives/hedges	36,700			(1,426		)
Total gain on mortgage loans held for sale	$	172,835		$	43,480

Gain on mortgage loans held for sale was $172.8 million for the six months ended June 30, 2012, compared to $43.5 million for the six months ended June 30, 2011, an increase of $129.3 million, or 297.2%, primarily due to the net effect of the following:

• Increase of $66.5 million from larger volume of originations, which increased from $1.4 billion2011 to $3.0 billion in 2012, and higher margins earned on the sale of residential mortgage loans during the period.

• Increase of $6.1 million from capitalized MSRs due to the larger volume of originations and subsequent retention of MSRs.

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• Increase of $22.2 million resulting from the change in fair value on newly-originated loans.

• Increase of $38.1 million from change in unrealized gains/losses on derivative financial instruments. These include IRLCs and forward sales of MBS.

• Decrease of $3.6 million from an increase in our provision for repurchases as a result of the increase in our loan sale volume.

Expenses and Impairments

Expenses and impairments were $76.5 million for the six months ended June 30, 2012 compared to $45.5 million for the six months ended June 30, 2011, an increase of $31.0 million, or 68.1%, primarily due to the net effect of the following:

• Increase of $22.9 million in salaries, wages and benefits expense from increase in average headcount of 783 in 2011 to 909 in 2012 and increases in performance-based compensation due to increases in originations volume.

• Increase of $8.1 million in general and administrative and occupancy expense primarily due to an increase in our overhead expenses from the higher originations volume in the 2012 period.

Other Income and Expenses

Total other income (expense) was $0.8 million for the six months ended June 30, 2012 compared to $1.0 million for the six months ended June 30, 2011, a decrease in income, net of expense, of $0.2 million, or 20.0% primarily due to the net effect of the following:

• Interest income was $8.6 million for the six months ended June 30, 2012 compared to $5.5 million for the six months ended June 30, 2011, an increase of $3.1 million, or 56.4%, representing 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 was $7.8 million for the six months ended June 30, 2012 compared to $4.5 million for the six months ended June 30, 2011, an increase of $3.3 million, or 73.3%, primarily due to an increase in originations volume in 2012 and associated financing required to originate these loans, combined with a slight increase in outstanding average days in warehouse on newly originated loans. Additionally, we recognized an additional $1.2 million in amortization on our outstanding debt facilities due to recent amendments and modifications on our outstanding warehouse facilities.

Legacy Portfolio and Other

Our Legacy Portfolio and Other consist primarily of non-prime and nonconforming 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 on our consolidated balance sheets and recognizing the asset-backed certificates as nonrecourse debt. 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 – Variable Interest Entities and Securitizations” to our Consolidated Financial Statements. Additionally, we elected the fair value option provided for by ASC 825-10, Financial Instruments-Overall. Assets and liabilities related to these VIEs are included in Legacy Assets and Other in our segmented results.

In December 2011, we sold our remaining variable interest in a securitization trust that had been a consolidated VIE since January 1, 2010 and deconsolidated the variable interest. Upon deconsolidation of this VIE, we derecognized the related mortgage loans held for investment, subject to ABS nonrecourse debt and the ABS nonrecourse debt.

The table below provides detail of the characteristics of our securitization trusts included in Legacy Portfolio and other for the periods indicated (in thousands).

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	June 30,
	2012		2011 (1)
Performing – UPB	$	294,527	$	1,029,550
Nonperforming (90+ Delinquency) - UPB	70,731		308,643
REO - Estimated Fair Value	3,429		17,249
Total Legacy Portfolio and Other – UPB	$	368,687	$	1,355,442

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

Legacy Portfolio and Other for the Three Months Ended June 30, 2012 and 2011

Total revenues were $0.5 million for the three months ended June 30, 2012 compared to $1.2 million for the three months ended June 30, 2011, a decrease of $0.7 million. This decrease was primarily a result of decreased ancillary income on our legacy portfolio.

Total expenses and impairments were $8.7 million for the three months ended June 30, 2012 compared to $4.9 million for the three months ended June 30, 2011, an increase of $3.8 million, or 77.6%. This change was primarily due to an increase in total allocated overhead charges to our Legacy Portfolio and Other as a result of our overall growth.

Interest income, net of interest expense, decreased to $1.3 million for the three months ended June 30, 2012 as compared to $2.2 million for the three months ended June 30, 2011. The decrease in net interest income was primarily due to the effects of the derecognition of a previously consolidated VIE as of December 31, 2011.

Fair value changes in ABS securitizations were $3.6 million for the three months ended June 30, 2011, with no related charges for the 2012 period due to the ABS nonrecourse debt and related mortgage loans held for investment and related REO that was deconsolidated in December 2011 on the previously consolidated VIE.

Legacy Portfolio and Other for the Six Months Ended June 30, 2012 and 2011

Total revenues were $1.1 million for the six months ended June 30, 2012 compared to $2.5 million for the six months ended June 30, 2011, a decrease of $1.4 million. This decrease was primarily a result of decreased ancillary income on our legacy portfolio.

Total expenses and impairments were $17.6 million for the six months ended June 30, 2012 compared to $10.9 million for the six months ended June 30, 2011, an increase of $6.7 million, or 61.5%. This change was primarily due to an increase in total allocated overhead charges to our Legacy Portfolio and Other as a result of our overall growth.

Interest income, net of interest expense, decreased to $1.9 million for the six months ended June 30, 2012 as compared to $5.2 million for the six months ended June 30, 2011. The decrease in net interest income was primarily due to the effects of the derecognition of a previously consolidated VIE as of December 31, 2011.

Fair value changes in ABS securitizations were $6.3 million for the six months ended June 30, 2011, with no related charges for the 2012 period due to the ABS nonrecourse debt and related mortgage loans held for investment and related REO that was deconsolidated in December 2011 on the previously consolidated VIE.

Analysis of Items on Consolidated Balance Sheet

Assets

Restricted cash consists of certain 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 (MRAs). Restricted cash was $119.5 million at June 30, 2012, an increase of $48.0 million from December 31, 2011, primarily a result of higher servicer advance reimbursement amounts. Additionally, in 2012, we began servicing reverse residential mortgages. Our June 2012 restricted cash balance contains approximately $28.3 million in custodial deposits related to reverse mortgage loans which will be remitted to certain GSEs as required under various securities agreements.

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 increased $1.9 billion to $2.5 billion at June 30, 2012, primarily due to the acquisition of the Aurora MSRs and related advances.

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Mortgage loans held for sale are carried at fair value. We estimate fair value by evaluating a variety of market indicators including recent trades and outstanding commitments. Mortgage loans held for sale were $837.9 million at June 30, 2012, an increase of $379.3 million from December 31, 2011, primarily due to $3.0 billion of loan originations during the 2012 period offset by $2.7 billion in mortgage loan sales.

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. Mortgage loans held for investment, subject to nonrecourse debt - Legacy Assets was $238.2 million at June 30, 2012, a decrease of $5.3 million from December 31, 2011, as $3.2 million UPB was transferred to REO during the six months ended June 30, 2012.

Reverse mortgage interests consists of scheduled and unscheduled draws on reverse residential mortgage loans, capitalized interest and servicing fees, and fees paid to taxing authorities to cover unpaid taxes and insurance. In January and June 2012, we purchased the servicing rights to certain reverse mortgages. Reverse mortgage interests were $310.1 million at June 30, 2012, with no corresponding balance at December 31, 2011.

Receivables from affiliates consist of 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 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 $13.1 million at June 30, 2012, an increase of $8.5 million from December 31, 2011. Prior to our March 2012 restructuring in conjunction with our initial public offering, FIF contributed a portion of the outstanding balance in receivables from affiliates related to outstanding interest rate swap settlements to the Company eliminating this payable amount.

MSRs at fair value consist of servicing assets related to all existing forward 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. MSRs were $596.5 million at June 30, 2012, an increase of $345.4 million over December 31, 2011, primarily a result of the purchase of servicing portfolios for $341.7 million combined with capitalization of $24.1 million newly created MSRs, and a $20.4 million decrease in the fair value of our MSRs.

MSRs at amortized cost of $8.4 million at June 30, 2012 represents MSRs for certain reverse loans that we acquired during 2012. Prior to 2012, we had no reverse mortgage servicing rights. Our MSRs for reverse loans are treated as a separate class of servicing assets.

Property and equipment, net is comprised of land, furniture, fixtures, leasehold improvements, computer software, computer hardware, and software in development and other. These assets are stated at cost less accumulated depreciation. Property and equipment, net was $39.1 million at June 30, 2012, an increase of $15.0 million from December 31, 2011, as we invested in information technology systems to support volume growth in both our Servicing and Originations Segments, as well as the addition of certain property acquired from the Aurora purchase.

REO, net represents property we acquired as a result of foreclosures on delinquent mortgage loans. REO, 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. REO, net was $3.4 million at June 30, 2012, a decrease of $0.3 million from December 31, 2011. This change was primarily due to the transfer of $3.2 million of mortgage loans held for investment to REO, offset by liquidations.

Other assets include deferred financing costs, derivative financial instruments, prepaid expenses, loans subject to repurchase rights from Ginnie Mae and equity method investments. Other assets increased $120.1 million from December 31, 2011 to $226.3 million, primarily due to $41.9 million in increase in derivative financial instruments, $10.4 million increase in loans subject to repurchase rights from Ginnie Mae, and $3.2 million increase in equity method investment in ANC Acquisition LLC (ANC) due to an additional 13% ownership transfer from FIF from the corporate restructuring, offset by a $27.1 million decrease in deposits on MSR acquisitions that were completed in 2012. In addition, we had $72 million placed in escrow at June 30, 2012 related to our definitive agreement to acquire certain assets from Residential Capital, LLC (see Note 8, Other Assets).

Liabilities and Shareholders' Equity

At June 30, 2012, total liabilities were $4.3 billion, a $2.8 billion increase from December 31, 2011. The increase was primarily due to a $1.5 billion increase in notes payable, our issuance of $275 million in unsecured senior notes in April 2012, an increase in payables and accrued liabilities of $456.0 million, an increase in excess spread financing of $222.1 million, and an increase

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in participating interest financing of $181.1 million. The increases are generally the result of our acquisitions of MSR portfolios, including Aurora, the increase in our mortgage origination business and our entry into servicing reverse mortgages.

Included in our payables and accrued liabilities caption on our balance sheet is our reserve for repurchases and indemnifications of $12.4 million and $10.0 million at June 30, 2012 and December 31, 2011, respectively. This liability represents our (i) estimate of losses to be incurred on the repurchase of certain loans that we previously sold and (ii) estimate of losses to be incurred for indemnification of losses incurred by purchasers or insurers with respect to loans that we sold. Certain sale contracts include provisions requiring us to repurchase a loan or indemnify the purchaser or insurer for losses if a borrower fails to make certain initial loan payments due to the acquirer or if the accompanying mortgage loan fails to meet certain customary representations and warranties. These representations and warranties are made to the loan purchasers or insurers about various characteristics of the loans, such as the manner of origination, the nature and extent of underwriting standards applied and the types of documentation being provided and typically are in place for the life of the loan. Although the representations and warranties are in place for the life of the loan, we believe that most repurchase requests occur within the first five years of the loan. In the event of a breach of the representations and warranties, we may be required to either repurchase the loan or indemnify the purchaser for losses it sustains on the loan. In addition, an investor may request that we 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. We record a provision for estimated repurchases, loss indemnification and premium recapture on loans sold, which is charged to gain (loss) on mortgage loans held for sale.

The activity of our outstanding repurchase reserves were as follows for the periods indicated (in thousands).

	Six Months Ended June 30, 2012			Year Ended December 31, 2011
Repurchase reserves, beginning of period	$	10,026		$	7,321
Additions	5,781			5,534
Charge-offs	(3,383		)	(2,829		)
Repurchase Reserves, end of period	$	12,424		$	10,026

The following table summarizes the changes in UPB and loan count related to unresolved repurchase and indemnification requests for the periods indicated (dollars in millions):

	Six Months Ended June 30, 2012					Year Ended December 31, 2011
	UPB			Count		UPB			Count
Beginning balance	$	12.9		62		$	4.3		21
Repurchases & indemnifications	(4.3		)	(19	)	(6.9		)	(37	)
Claims initiated	10.1			62		32.4			155
Rescinded	(9.7		)	(44	)	(16.9		)	(77	)
	$	9.0		61		$	12.9		62

The following table details our loan sales by period (dollars in billions):

	Six Months Ended June 30, 2012			Year Ended December 31,
	2012			2011			2010			2009			2008			Total
	$		Count	$		Count	$		Count	$		Count	$		Count	$		Count
Loan Sales	$	2.6	12,282	$	3.3	16,629	$	2.6	13,090	$	1.0	5,344	$	0.5	3,412	$	10.0	50,757

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We increase the reserve by applying an estimated loss factor to the principal balance of loan sales. Secondarily, the reserve may be increased based on outstanding claims received. We have observed an increase in repurchase requests in each of the last four years. We believe that because of the increase in our loan originations since 2008, repurchase requests are likely to increase. Should home values continue to decrease, our realized loan losses from loan repurchases and indemnifications may increase as well. As such, our reserve for repurchases may increase beyond our current expectations. While the ultimate amount of repurchases and premium recapture is an estimate, we consider the liability to be adequate at each balance sheet date.

At June 30, 2012, total shareholders' equity was $633.1 million, a $351.8 million increase from December 31, 2011, which is primarily attributable to net income of $86.5 million in the 2012 period, $246.5 million in IPO proceeds, contributions of $12.8 million from FIF and $8.0 million in share-based compensation.

Impact of Inflation and Changing Prices

Our consolidated financial statements and notes thereto presented herein have been prepared in accordance with GAAP, which requires the measurement of financial position and operating results in terms of historical dollars without considering the changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of our operations. Unlike most industrial companies, nearly all of our assets and liabilities are monetary in nature. As a result, interest rates have a greater impact on our performance than do the effects of general levels of inflations. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

Recent Accounting Developments

See Note 2, Recent Accounting Developments, of the notes to the consolidated financial statements for details of recently issued accounting pronouncements and their expected impact on our consolidated financial statements.

Liquidity and Capital Resources

Liquidity measures our ability to meet potential cash requirements, including the funding of servicing advances, the payment of operating expenses, the originations of loans and the repayment of borrowings. Our cash balance decreased from $62.4 million as of December 31, 2011 to $15.9 million as of June 30, 2012, primarily due to cash outflows in our operating and investing activities, offset by cash inflows from financing activities.

In March 2012 we completed an initial public offering. As part of this offering we raised approximately $247 million in additional capital, net of expenses.

In April 2012, we completed the offering of $275.0 million of unsecured senior notes, with a maturity date of May 2019. After deduction the initial purchasers' discounts, we received net cash proceeds of approximately $269.5 million. Under the terms of these unsecured senior notes, we pay interest biannually to the note holders at an interest rate of 9.625%. We intend to use a portion of the cash proceeds for general corporate purposes, which may include future acquisitions and transfers of servicing portfolios. In addition, in July 2012, we issued an additional $100 million of unsecured senior notes as an add on to the $275 million of unsecured senior notes issued in April 2012.

We grew our servicing portfolio from $65.7 billion in UPB as of June 30, 2011 to $193.1 billion in UPB as of June 30, 2012. We shifted our strategy after 2007 to leverage our industry-leading servicing capabilities and capitalize on the opportunities to grow our originations platform which 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 GSEs. Since 2008, substantially all originated loans have either been sold or are pending sale.

As part of the normal course of our business, we borrow money periodically 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.

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.

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Our primary sources of funds for liquidity include: (i) lines of credit, other secured borrowings and the unsecured senior notes; (ii) servicing fees and ancillary fees; (iii) payments received from sale or securitization of loans; (iv) payments received from mortgage loans held for sale; and (v) payments from the liquidation or securitization of our outstanding participating interests in reverse mortgage loans.

Our primary uses of funds for liquidity include: (i) funding of servicing advances; (ii) originations of loans; (iii) payment of interest expenses; (iv) payment of operating expenses; (v) repayment of borrowings; (vi) payments for acquisitions of MSRs; and (vii) scheduled and unscheduled draws on our serviced reverse residential mortgage loans.

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, 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. As a result of the agreement we entered into to purchase the servicing rights to certain reverse mortgages from a financial institution, we will be required to fund payments due to borrowers, which advances are typically greater than advances on forward residential mortgages. These advances are typically recovered upon weekly or monthly reimbursement or from sale in the market.

We intend to continue to seek opportunities to acquire loan servicing portfolios and/or businesses, including ResCap, that engage in loan servicing and/or loan originations. Any future acquisitions could require substantial additional capital in excess of cash from operations. We would expect to finance the capital required for acquisitions through a combination of additional issuances of equity, corporate indebtedness, asset backed acquisition financing and/or cash from operations.

Operating Activities

Our operating activities used $356.6 million of cash flow for the six months ended June 30, 2012 compared to providing $116.1 million of cash flow for the same period in the prior year. The increase in cash used by operating activities of $472.7 million during the 2012 period was primarily due to higher volume originations of residential mortgage loans partially offset by higher volume of sales of mortgage loans. The decrease was primarily due to the net effect of the following:

• Decrease of $1,618.4 million due to higher originations volume. We originated $2,996.4 million in residential mortgage loans during the six month period ended June 30, 2012, compared to $1,378.0 in mortgage originations for the comparable 2011 period. This decrease was partially offset by an increase of $1,208.8 million in our cash inflows from proceeds received from the sale of our residential mortgage loans and payments received on mortgage loans. We received $2,724.4 million in cash proceeds from loan sales and principal collections for the six month ended June 30, 2012, compared to $1,515.6 million for the comparable 2011 period.

• Increase of $23.1 million in cash outflows used by working capital which used $49.1 million for the six months ended June 30, 2012 compared to $26.0 million in cash outflow for the comparable 2011 period.

Investing Activities

Our investing activities used $1,968.7 million and provided $18.6 million of cash flow for the six months ended June 30, 2012 and 2011, respectively. The $1,987.3 million decrease in cash flows used by investing activities from the 2011 period to the 2012 period was primarily a result of our two significant MSR acquisitions. In May 2012, we acquired the servicing rights of a $10.4 billion forward residential servicing portfolio, which was scheduled to fully transfer in July 2012. We made an initial deposit on this MSR purchase in June 2012 of $16.1 million. Additionally in June 2012, we acquired the servicing rights of another $63 billion forward residential servicing portfolio, which was scheduled to fully transfer in July 2012. In June 2012, we paid the full purchase price of $1,960.8 million.

Financing Activities

Our financing activities provided $2,278.7 million and used $153.4 million of cash flow during the six months ended June 30, 2012 and 2011, respectively. The $2,125.3 million increase in cash flows provided by our financing activities was primarily the result of our June 2012 MSR acquisition, as we leveraged our existing facilities to finance the additional delinquency and servicer advances which were acquired. As a result of these acquisitions, combined with the increase our originations volume, we increased our borrowings on our outstanding advance and warehouse facilities by $1,539.2 million for the six months ended June 30, 2012, as compared to a $105.0 million paydown during the comparable 2011 period. During the six month period ended June 30, 2012, we also completed our March 2012 initial public offering in which we raised approximately $250 million in capital, combined with proceeds from our April 2012 high yield debt offering in which we received $269.5 million in net cash proceeds.

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Contractual Obligations

The table below sets forth our contractual obligations, excluding our legacy asset securitized debt and our excess spread financing, at June 30, 2012:

	2012		2013 to 2014		2015 to 2016		After 2016		Total
Unsecured senior notes	$	—	$	—	$	285,000	$	275,000	$	560,000
Interest expense from unsecured senior notes	28,731		114,926		60,686		61,713		266,056
MBS advance financing facility	157,241		—		—		—		157,241
Securities repurchase facility (2011)	—		11,774		—		—		11,774
2010-ABS advance financing facility	—		197,085		—		—		197,085
2011-1 Agency advance financing facility	42,705		—		—		—		42,705
MSR note	2,777		4,627		—		—		7,404
2012-AW Agency advance financing facility	—		84,151		—		—		84,151
2012-C ABS advance financing facility	—		533,217		—		—		533,217
2012-R ABS advance financing facility	—		312,092		—		—		312,092
2012-W ABS advance financing facility	—		359,541		—		—		359,541
$175 million warehouse facility	—		297,743		—		—		297,743
$150 million warehouse facility	—		77,251		—		—		77,251
$100 million warehouse facility (2011)	—		109,729		—		—		109,729
$100 million warehouse facility (2009)	—		98,747		—		—		98,747
ASAP+ facility	123,684		—		—		—		123,684
Operating leases	6,103		30,609		20,295		12,113		69,120
Total	$	361,241	$	2,231,492	$	365,981	$	348,826	$	3,307,540

In addition to the above contractual obligations, we have also been involved with several securitizations of ABS, 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 REO. The outstanding principal balance on our Nonrecourse Debt-Legacy Assets was $106.3 million at June 30, 2012. The repayment of our excess spread financing is based on amounts received on the underlying mortgage loans. As such, we have excluded the financing from the table above. The fair value of our excess spread financing was $266.7 million at June 30, 2012.

Variable Interest Entities and Off Balance Sheet Arrangements

See Note 3, Variable Interest Entities and Securitizations, of the notes of the consolidated financial statements for a summary of Nationstar's transactions with VIEs and unconsolidated balances details of their impact on our consolidated financial statements.

Derivatives

See Note 10, Derivative Financial Instruments, of the notes of the consolidated financial statements for a summary of Nationstar's derivative transactions.

Item 3. 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

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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 MSRs;

• 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 originations 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 IRLCs and mortgage loans held for sale on a daily basis and enter into forward sales of 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, we enter into forward sales of MBS to deliver mortgage loan inventory to investors.

Consumer Credit Risk

We sell our loans on a nonrecourse basis. We also provide representations and warranties to purchasers and insurers of the loans sold that typically are in place for the life of the loan. 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 outstanding UPB of loans sold by us represents the maximum potential exposure related to representation and warranty provisions.

We maintain a reserve for losses on loans repurchased or indemnified as a result of breaches of representations and warranties on our sold loans. Our estimate is based on our most recent data regarding loan repurchases and indemnity payments, actual credit losses on repurchased loans, recovery history, among other factors. Our assumptions are affected by factors both internal and external in nature. Internal factors include, among other things, level of loan sales, as well as to whom the loans are sold, the expectation of credit loss on repurchases and indemnifications, our success rate at appealing repurchase demands and our ability to recover any losses from third parties. External factors that may affect our estimate includes, among other things, the overall economic condition in the housing market, the economic condition of borrowers, the political environment at investor agencies and the overall U.S. and world economy. Many of the factors are beyond our control and may lead to judgments that are susceptible to change.

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.

Sensitivity Analysis

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

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

We utilize a discounted cash flow analysis to determine the fair value of MSRs and the impact of parallel interest rate shifts on

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MSRs. 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 MBS, swaps and U.S. Treasury rates and changes in primary and secondary mortgage market spreads. For mortgage loans, IRLCs and forward delivery commitments on MBS, we rely on a model in determining the impact of interest rate shifts. In addition, for IRLCs, 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 June 30, 2012 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.

The following table summarizes the estimated change in the fair value of our assets and liabilities sensitive to interest rates as of June 30, 2012 given hypothetical instantaneous parallel shifts in the yield curve:

Change in Fair Value	June 30, 2012
(in thousands)	Down 25 bps			Up 25 bps
Increase (decrease) in assets
Mortgage loans held for sale	$	5,234		$	(6,418	)
Mortgage servicing rights – fair value	(6,272		)	6,309
Other assets (derivatives)
IRLCs	5,726			(8,648		)
Total change in assets	4,688			(8,757		)
Increase (decrease) in liabilities
Derivative financial instruments
Interest rate swaps and caps	(2,313		)	2,299
Forward MBS trades	12,294			(14,690		)
Excess spread financing (at fair value)	2,262			(972		)
Total change in liabilities	12,243			(13,363		)
Total, net change	$	(7,555	)	$	4,606

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Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (Exchange Act), as of June 30, 2012.

Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of June 30, 2012, our disclosure controls and procedures are effective. Disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

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

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PART II – OTHER INFORMATION

Item 1.Legal Proceedings

From time to time, we are party to various legal proceedings that have arisen in the normal course of conducting 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 and results of operations (see Note 18, Commitments and Contingencies).

Item 1A.Risk Factors

There have been no material changes or additions to the risk factors previously disclosed under “Risk Factors” included in the Nationstar Mortgage LLC's Annual Report on Form 10-K filed with the SEC on March 15, 2012 other than the risk factors provided below:

The Dodd-Frank Act could increase our regulatory compliance burden and associated costs, limit our future capital raising strategies, and place restrictions on certain originations and servicing operations all of which could adversely affect our business, financial condition and results of operations.

On July 21, 2010, President Obama signed the Dodd-Frank Act into law. The Dodd-Frank Act represents a comprehensive overhaul of the financial services industry in the United States. The Dodd-Frank Act includes, among other things: (i) the creation of a Financial Stability Oversight Council to identify emerging systemic risks posed by financial firms, activities and practices, and to improve cooperation among federal agencies; (ii) the creation of a Bureau of Consumer Financial Protection (“CFPB”) authorized to promulgate and enforce consumer protection regulations relating to financial products; (iii) the establishment of strengthened capital and prudential standards for banks and bank holding companies; (iv) enhanced regulation of financial markets, including the derivatives and securitization markets; and (v) amendments to the Truth in Lending Act aimed at improving consumer protections with respect to mortgage originations, including originator compensation, minimum repayment standards and prepayment considerations. On July 21, 2011, the CFPB obtained enforcement authority pursuant to the Dodd-Frank Act and began official operations. On October 13, 2011, the CFPB issued guidelines governing how it supervises mortgage transactions, which involves sending examiners to banks and other institutions that service mortgages to assess whether consumers' interests are protected. On January 11, 2012, the CFPB issued guidelines governing examination procedures for bank and non-bank mortgage originators. The exact scope and applicability of many of these requirements to us are currently unknown as the regulations to implement the Dodd-Frank Act generally have not yet been finalized. Pursuant to these new guidelines, the CFPB has begun an examination of our business. These provisions of the Dodd-Frank Act and recent examination or future actions by the CFPB could increase our regulatory compliance burden and associated costs and place restrictions on certain originations and servicing operations, all of which could in turn adversely affect our business, financial condition and results of operations.

The enforcement consent orders by, agreements with, and settlements of, certain federal and state agencies against the largest mortgage servicers related to foreclosure practices and other inquiries regarding other non-bank mortgage servicers could impose additional compliance costs on our servicing business, which could materially and adversely affect our financial condition and results of operations.

On April 13, 2011, the federal agencies overseeing certain aspects of the mortgage market, the OCC, the Federal Reserve and the FDIC, entered into enforcement consent orders with 14 of the largest mortgage servicers in the United States regarding foreclosure practices. The enforcement consent orders require the servicers, among other things to: (i) promptly correct deficiencies in residential mortgage loan servicing and foreclosure practices; (ii) make significant modifications in practices for residential mortgage loan servicing and foreclosure processing, including communications with borrowers and limitations on dual-tracking, which occurs when servicers continue to pursue foreclosure during the loan modification process; (iii) ensure that foreclosures are not pursued once a mortgage has been approved for modification and establish a single point of contact for borrowers throughout the loan modification and foreclosure processes; and (iv) establish robust oversight and controls pertaining to their third party vendors, including outside legal counsel, that provide default management or foreclosure services. While these enforcement consent orders are considered not to be preemptive of the state actions, it is currently unclear how state actions and proceedings will be affected by the federal consents.

On February 9, 2012, federal and state agencies announced a $25 billion settlement with five large banks that resulted from investigations of foreclosure practices. As part of the settlement, the banks have agreed to comply with various servicing standards relating to foreclosure and bankruptcy proceedings, documentation of borrowers' account balances, chain of title, and

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evaluation of borrowers for loan modifications and short sales as well as servicing fees and the use of force-placed insurance. The settlement also provides for certain financial relief to homeowners.

Although we are not a party to the above enforcement consent orders and settlements, we could become subject to the terms of the consent orders and settlements if (i) we subservice loans for the mortgage servicers that are parties to the enforcement consent orders and settlements; (ii) the agencies begin to enforce the consent orders and settlements by looking downstream to our arrangement with certain mortgage servicers; (iii) the mortgage servicers for which we subservice loans request that we comply with certain aspects of the consent orders and settlements, or (iv) we otherwise find it prudent to comply with certain aspects of the consent orders and settlements. We have been made aware that certain other non-bank mortgage servicers will be meeting with the CFPB with respect to the applicability of the consent orders to their business. If such non-bank mortgage servicers are required to become a party to the consent orders, we can provide no assurances that we will not also be requested to become a party to the consent orders. In addition, the practices set forth in such consent orders and settlements may be adopted by the industry as a whole, forcing us to comply with them in order to follow standard industry practices, or may become required by our servicing agreements. In addition, some states have begun adopting laws which impose requirements similar to those contained in the consent orders on mortgage servicers, which will increase our costs and operational complexity and may subject us to significant penalties. While we have made and continue to make changes to our operating policies and procedures in light of the consent orders and settlements, further changes could be required and changes to our servicing practices will increase compliance costs for our servicing business, which could materially and adversely affect our financial condition or results of operations.

On September 1, 2011 and November 10, 2011, the New York State Department of Financial Services entered into agreements regarding mortgage servicing practices with seven financial institutions. The additional requirements provided for in these agreements will increase operational complexity and the cost of servicing loans in New York. Other servicers, including us, could be required to enter into similar agreements. In addition, other states may also require mortgage servicers to enter into similar agreements. These additional costs could also materially and adversely affect our financial condition and results of operations.

Legal proceedings, state or federal governmental examinations or enforcement actions and related costs could have a material adverse effect on our liquidity, financial position and results of operations.

We are routinely and currently involved in legal proceedings and regulatory examinations and investigations concerning matters that arise in the ordinary course of our business. These legal proceedings range from actions involving a single plaintiff to class action lawsuits with potentially tens of thousands of class members. An adverse result in governmental investigations or examinations or private lawsuits, including purported class action lawsuits, may adversely affect our financial results. In addition, a number of participants in our industry, including us, have been the subject of purported class action lawsuits and regulatory actions by state regulators, and other industry participants have been the subject of actions by state Attorneys General. Additionally, along with others in our industry, we are subject to repurchase claims and may continue to receive claims in the future. Although we believe we have meritorious legal and factual defenses to the lawsuits in which we are currently involved, the ultimate outcomes with respect to these matters remain uncertain. Litigation and other proceedings may require that we pay settlement costs, legal fees, damages, penalties or other charges, any or all of which could adversely affect our financial results. In particular, ongoing and other legal proceedings brought under state consumer protection statutes may result in a separate fine for each violation of the statute, which, particularly in the case of class action lawsuits, could result in damages substantially in excess of the amounts we earned from the underlying activities and that could have a material adverse effect on our liquidity, financial position and results of operations.

Governmental investigations, both state and federal, can be either formal or informal. The costs of responding to the investigations, as well as governmental examinations, can be substantial. In addition, government-mandated changes to servicing practices could lead to higher costs and additional administrative burdens, in particular regarding record retention and informational obligations.

We may experience serious financial difficulties as some mortgage servicers and originators have experienced, which could adversely affect our business, financial condition and results of operations.

Since late 2006, a number of mortgage servicers and originators of residential mortgage loans have experienced serious financial difficulties and, in some cases, have gone out of business. These 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 requiring repurchase in the event of early payment defaults or 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

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addition, the cost of servicing an increasingly delinquent mortgage loan portfolio may rise without a corresponding increase in servicing compensation. Private-label mortgage loans are at greater risk of such delinquency than GSE and government agency-insured mortgage loans. Therefore, as we increase the percentage of private-label mortgages in our servicing portfolio as measured by UPB (which we have done pursuant to the Aurora Purchase Agreement), our servicing portfolio may become increasingly delinquent. The value of many residual interests retained by sellers of mortgage loans in the securitization market has also been declining. Overall originations volumes are down significantly in the current economic environment. According to Inside Mortgage Finance, total U.S. residential mortgage originations volume decreased from $3.0 trillion in 2006 to $1.5 trillion for the twelve months ended June 30, 2012. Any of the foregoing could adversely affect our business, financial condition and results of operations.

We service reverse mortgages, which subjects us to additional risks and could have a material adverse effect on our business, liquidity, financial condition and results of operations.

As of June 30, 2012, our reverse mortgage servicing portfolio had grown to approximately $27.2 billion in UPB. We expect to continue to grow our reverse mortgage servicing portfolio. The reverse mortgage business is subject to substantial risks, including market, credit, interest rate, liquidity, operational and legal risks. A reverse mortgage is a loan available to seniors aged 62 or older that allows homeowners to borrow money against the value of their home. No repayment of the mortgage is required until the borrower dies or the home is sold. A deterioration of the market for reverse mortgages may reduce the number of reverse mortgages we service, reduce the profitability of reverse mortgages currently serviced by us and adversely affect our ability to sell reverse mortgages in the market. Although foreclosures involving reverse mortgages generally occur less frequently than forward mortgages, loan defaults on reverse mortgages leading to foreclosures may occur if borrowers fail to meet maintenance obligations, such as payment of taxes or home insurance premiums. An increase in foreclosure rates may increase our cost of servicing. As a reverse mortgage servicer, we will also be responsible for funding any payments due to borrowers in a timely manner, remitting to investors interest accrued, and paying for interest shortfalls. Advances on reverse mortgages are typically greater than advances on forward residential mortgages. They are typically recovered upon weekly or monthly reimbursement or from sale in the market. In the event we receive requests for advances in excess of amounts we are able to fund, we may not be able to fund these advance requests, which could materially and adversely affect our liquidity. Additionally, we currently outsource the servicing of our reverse mortgages to several servicing counterparties. Finally, we are subject to negative headline risk in the event that loan defaults on reverse mortgages lead to foreclosures or even evictions of elderly homeowners. All of the above factors could have a material adverse effect on our business, liquidity, financial condition and results of operations and will increase as we grow our reverse mortgage servicing portfolio.

We principally service higher risk loans, which exposes us to a number of different risks.

A significant percentage of the mortgage loans we service are higher risk loans, meaning that the loans are to less creditworthy borrowers or for properties the value of which has decreased. These loans are more expensive to service because they require more frequent interaction with customers and greater monitoring and oversight. As a result, these loans tend to have higher delinquency and default rates, which can have a significant impact on our revenues, expenses and the valuation of our MSRs. Private-label mortgage loans are at greater risk of such delinquency than GSE and government agency-insured mortgage loans. Therefore, as we increase the percentage of private-label mortgages in our servicing portfolio as measured by UPB (which we have done pursuant to the Aurora Purchase Agreement), our servicing portfolio may become increasingly delinquent. It may also be more difficult for us to recover advances we are required to make with respect to higher risk loans. In connection with the ongoing mortgage market reform and regulatory developments, servicers of higher risk loans may be subject to increased scrutiny by state and federal regulators or may experience higher compliance costs, which could result in higher servicing costs. We may not be able to pass along any incremental costs we incur to our servicing clients. All of the foregoing factors could therefore adversely affect our business, financial condition and results of operations.

We may be unable to realize the anticipated benefits of an acquisition pursuant to the ResCap Purchase Agreement.

We have entered into the ResCap Purchase Agreement to purchase the Mortgage Servicing Assets from ResCap. We are required to obtain the approval of the Bankruptcy Court in order to close on this agreement. Although we have been approved as the stalking-horse bidder by the Bankruptcy Court, other bidders may submit bids for the assets we are seeking to acquire. The auction for the Mortgage Servicing Assets is scheduled to commence on October 23, 2012. If any such bidders submit bids, we can provide no assurances that we will be the winning bidder and ultimately be permitted to purchase the assets we are seeking to acquire or that we will not be required to make changes, which changes could be material, to the terms of the ResCap Purchase Agreement in order to purchase the assets. If the Bankruptcy Court approves a competing bidder in the auction process, this agreement will be terminated and we will not close the transaction. The ResCap Purchase Agreement is also subject to a number of other closing conditions, the failure of any of which may prevent us from closing the transaction.

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Moreover, we are unable to control the timing of the Bankruptcy Court's approval process. We may experience significant delays in closing the ResCap Purchase Agreement as a result of this approval process or because of complications arising from any other closing condition. Failure to close on the ResCap Purchase Agreement or delays in closing on this agreement could adversely affect our business, financial condition and results of operations.

If this transaction does close, it will substantially increase the UPB of mortgage loans that we service to multiples of our current size. We may be unable to scale up to appropriately service these assets. Similarly, our potential acquisition pursuant to the ResCap Purchase Agreement would also alter the composition of the portfolio of mortgage loans that we service. We may be unable to adapt our current operations to appropriately service this altered portfolio. Furthermore, approximately 34% of the loans in the ResCap portfolio are loans that are not owned, insured or guaranteed by the GSEs. Therefore, as we increase the percentage of non-GSE loans in our servicing portfolio, our servicing portfolio may become increasingly delinquent. Failure to effectively service all or a portion of our portfolio following an acquisition pursuant to the ResCap Purchase Agreement could adversely affect our business, financial condition and results of operations.

In addition to MSRs and subservicing rights, if the transaction closes, we will also acquire an origination platform and certain other components of ResCap's systems and infrastructure. We may elect to operate this platform in addition to our current platform for a period of time or indefinitely. Whether by operating this platform separately or otherwise, the success of our potential acquisition depends on our ability to effectively integrate these acquired elements into our existing operations, which we may be unable to accomplish. Failure to effectively employ the platform and other components of systems and infrastructure acquired pursuant to the ResCap Purchase Agreement could adversely affect our business, financial condition and results of operations.

Federal, state and local laws and regulations could materially adversely affect our business, financial condition and results of operations.

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 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.

In addition, the Federal Housing Finance Agency (the “FHFA”) recently proposed changes to mortgage servicing compensation structures, including cutting servicing fees and channeling funds toward reserve accounts for delinquent loans. 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 actions, which could materially adversely affect our business, financial condition and results of operations.

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.

Furthermore, there continue to be changes in state law that are adverse to mortgage servicers that increase costs and operational complexity of our business and impose significant penalties for violation.

Any of these changes in the law could adversely affect our business, financial condition and results of operations.

Unlike competitors that are banks, we are subject to state licensing and operational requirements that result in substantial compliance costs, which are in addition to the requirements imposed by the federal government.

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 and varying compliance requirements in all fifty states and the District of Columbia, and we are sensitive to regulatory changes that may increase our costs, impose complex mortgage servicing requirements that impact our efficiency, as well as increase burdens due to stricter licensing laws, disclosure laws or increased fees or that may impose conditions to licensing that we or

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our personnel are unable to meet. In addition, we are subject to periodic examinations by state and federal regulators, which can result in refunds to borrowers of certain fees earned by us, and we may be required to pay substantial penalties imposed by state or federal regulators due to compliance errors. Future state and federal legislation and changes in existing regulation may significantly increase our compliance costs 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.

We may be required to indemnify or 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 indemnify or 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; or

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

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 originators must indemnify or repurchase loans and would benefit from enforcing any repurchase remedies they may have. Along with others in our industry, we are subject to repurchase claims and may continue to receive claims in the future. See “-Legal proceedings, state or federal government examinations or enforcement actions and related costs could have a material adverse effect on our liquidity, financial position and results of operations.” We believe that our exposure to repurchases under our representations and warranties includes the current unpaid balance of all loans we have sold. In the years ended December 31, 2008, 2009, 2010 and 2011 and the six months ended June 30, 2012, we sold an aggregate of $10.0 billion of loans. To recognize the potential loan repurchase or indemnification losses, we have recorded a reserve of $12.4 million as of June 30, 2012. Because of the increase in our loan originations since 2008, we expect that repurchase requests are likely to increase. Should home values continue to decrease, our realized loan losses from loan repurchases and indemnifications may increase as well. As such, our reserve for repurchases may increase beyond our current expectations. If we are required to indemnify or repurchase loans that we originate and sell or securitize that result in losses that exceed our reserve, this could adversely affect our business, financial condition and results of operations.

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

The effective date of our registration statement filed on Form S-1 under the Securities Act of 1933, as amended (File No. 333-174246) relating to our initial public offering of common stock was March 7, 2012. A total of 19,166,667 shares of common stock were registered and sold, including shares of common stock sold pursuant to the underwriters' overallotment option.

The sale of 19,166,667 shares of common stock was completed on March 13, 2012, including shares of common stock sold pursuant to the underwriters' overallotment option. Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC acted as representatives of the several underwriters. The aggregate offering price for the shares of common stock was $268.3 million, including exercise of the underwriters' overallotment option. The aggregate underwriting discounts were $17.4 million and we incurred approximately $3.8 million of expenses in connection with the initial public offering. The proceeds to us, net of total expenses, were approximately $247.1 million, including exercise of the underwriters' overallotment option. As of June 30, 2012, we had used the net proceeds of the initial public offering, together with cash on hand for working capital and other general corporate purposes, including servicing acquisitions.

None of the underwriting discounts or other expenses incurred in connection with the initial public offering, including the exercise of the underwriters' overallotment option, were paid, directly or indirectly, to directors, officers, general partners of us or their associates, to persons owning 10% or more of any class of equity securities of us or our affiliates.

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None of the use of proceeds in connection with the initial public offering was a direct or indirect payment to directors, officers, general partners of us or their associates, to persons owning 10% or more of any class of equity securities of us or to our affiliates.

Purchase of Equity Securities By the Issuer and Affiliated Purchasers

Period	(a) Total Number of Shares (or Units) Purchased 1	(b) Average Price Paid per Share (or Unit)		(b) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Appropriate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Program
April 1, 2012 - April 30, 2012	—	—		—	—
May 1, 2012 - May 31, 2012	—	—		—	—
June 1, 2012 - June 30, 2012	212,156 Shares	$	21.52	—	—
Total	212,156 Shares	$	21.52	—	—

¹ The 212,156 shares of common stock of Nationstar Mortgage Holdings Inc. (the "Issuer") reported herein represent the transfer of these shares to Nationstar Mortgage LLC in an amount equal to the amount of tax withheld by Nationstar Mortgage LLC in satisfaction of the withholding obligations of certain employees in connection with the vesting of restricted shares on June 30, 2012. This transfer was not made pursuant to publicly announced plans or programs. As of the date of this report, Nationstar has no publicly announced plans or programs to repurchase Nationstar Mortgage Holdings Inc.'s common stock.

Item 3. Defaults Upon Senior Securities

None.

Item 4.Mine Safety Disclosures

None.

Item 5.Other Information

None.

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Item 6.Exhibits, Financial Statement Schedules

Exhibit No.	Description	Form	File No.	Exhibit	Filing Date	Filed or Furnished Herewith
1.1	Purchase Agreement, dated as of April 20, 2012, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors party thereto, and Credit Suisse Securities (USA) LLC, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., RBS Securities Inc. and Wells Fargo Securities, LLC, as representatives of the several initial purchasers	8-K	001-35449	1.1	April 25, 2012
2.1	Amended and Restated Asset Purchase Agreement, dated as of June 28, 2012 between Nationstar Mortgage LLC and Residential Capital, LLC, Residential Funding Company, LLC, GMAC Mortgage, LLC, Executive Trustee Services LLC, ETS of Washington, Inc., EPRE LLC, EPRE LLC, GMACM Borrower LLC and RFC Borrower LLC	8-K	001-35449	2.1	July 5, 2012
4.1	Indenture, dated as of April 25, 2012, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee	8-K	001-35449	4.1	April 25, 2012
4.2*	Indenture, dated as of June 12, 2012 between Nationstar Agency Advance Funding Trust 2012-AW and Wells Fargo Bank, National Association, as indenture trustee					X
4.3*	Indenture, dated as of June 26, 2012 between Nationstar Advance Funding Trust 2012-W and Wells Fargo Bank, National Association, as indenture trustee					X
4.4*	Indenture, dated as of June 26, 2012, between Nationstar Advance Funding Trust 2012-R and Wells Fargo Bank, National Association, as indenture trustee					X
4.5*	Indenture, dated as of June 26, 2012 between Nationstar Advance Funding Trust 2012-C and Wells Fargo Bank, National Association, as indenture trustee					X
10.1	Registration Rights Agreement, dated as of April 25, 2012, among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors party thereto, and Credit Suisse Securities (USA) LLC, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., RBS Securities Inc. and Wells Fargo Securities, LLC, as representatives of the several initial purchasers	8-K	001-35449	10.1	April 25, 2012

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10.2	Asset Purchase Agreement, dated as of May 13, 2012, between Nationstar Mortgage LLC and Residential Capital, LLC, Residential Funding Company, LLC, GMAC Mortgage, LLC, Executive Trustee Services, LLC, ETS of Washington, Inc., EPRE LLC and the additional Sellers identified on Schedule A thereto	8-K	001-35449	10.1	May 16, 2012
10.3	Current Excess Servicing Spread Acquisition Agreement for FNMA Mortgage Loans, dated as of May 13, 2012, between Nationstar Mortgage LLC and NIC MSR V LLC	8-K	001-35449	10.2	May 16, 2012
10.4	Future Spread Agreement for FNMA Mortgage Loans, dated May 13, 2012, between Nationstar Mortgage LLC and NIC MSR V LLC	8-K	001-35449	10.3	May 16, 2012
10.5	Current Excess Servicing Spread Acquisition Agreement for FHLMC Mortgage Loans, dated as of May 13, 2012, between Nationstar Mortgage LLC and NIC MSR IV LLC	8-K	001-35449	10.4	May 16, 2012
10.6	Future Spread Agreement for FHLMC Mortgage Loans, dated May 13, 2012, between Nationstar Mortgage LLC and NIC MSR IV LLC	8-K	001-35449	10.5	May 16, 2012
10.7	Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans, dated as of May 13, 2012, between Nationstar Mortgage LLC and NIC MSR VI LLC	8-K	001-35449	10.6	May 16, 2012
10.8	Future Spread Agreement for Non-Agency Mortgage Loans, dated May 13, 2012, between Nationstar Mortgage LLC and NIC MSR VI LLC	8-K	001-35449	10.7	May 16, 2012
10.9	Current Excess Servicing Spread Acquisition Agreement for GNMA Mortgage Loans, dated as of May 13, 2012, between Nationstar Mortgage LLC and NIC MSR VII LLC	8-K	001-35449	10.8	May 16, 2012
10.10	Future Spread Agreement for GNMA Mortgage Loans, dated May 13, 2012, between Nationstar Mortgage LLC and NIC MSR VII LLC	8-K	001-35449	10.9	May 16, 2012
10.11	First Letter Agreement, dated as of June 1, 2012 among Aurora Bank FSB, Aurora Loan Services LLC and Nationstar Mortgage LLC	8-K	001-35449	10.1	June 7, 2012
10.12	Second Letter Agreement, dated as of June 1, 2012 among Aurora Bank FSB, Aurora Loan Services LLC and Nationstar Mortgage LLC	8-K	001-35449	10.2	June 7, 2012
10.13	Amended and Restated Asset Purchase Agreement, dated as of June 12, 2012, among Aurora Bank FSB, Aurora Loan Services LLC and Nationstar Mortgage LLC	8-K	001-35449	10.1	June 14, 2012
10.14	Amended and Restated Current Excess Servicing Spread Acquisition Agreement for FNMA Mortgage Loans, dated as of June 28, 2012, between Nationstar Mortgage LLC and NIC MSR V LLC	8-K	001-35449	10.1	July 5, 2012

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10.15	Amended and Restated Current Excess Servicing Spread Acquisition Agreement for FHLMC Mortgage Loans, dated as of June 28, 2012, between Nationstar Mortgage LLC and NIC MSR IV LLC	8-K	001-35449	10.2	July 5, 2012
10.16	Amended and Restated Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans, dated as of June 28, 2012, between Nationstar Mortgage LLC and NIC MSR VI LLC	8-K	001-35449	10.3	July 5, 2012
10.17	Amended and Restated Current Excess Servicing Spread Acquisition Agreement for GNMA Mortgage Loans, dated as of June 28, 2012, between Nationstar Mortgage LLC and NIC MSR VII LLC	8-K	001-35449	10.4	July 5, 2012
10.18	Registration Rights Agreement, dated as of July 24, 2012, among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors party thereto, and Credit Suisse Securities (USA) LLC, RBS Securities Inc. and Wells Fargo Securities, LLC, as representatives of the several initial purchasers	8-K	001-35449	10.1	July 24, 2012
10.19	Receivables Purchase Agreement, dated as of June 12, 2012, among Nationstar Agency Advance Funding Trust 2012-AW, Nationstar Agency Advance Funding 2012-AW, LLC and Nationstar Mortgage LLC					X
10.20	Receivables Purchase Agreement, dated as of June 26, 2012, among Nationstar Advance Funding Trust 2012-C, Nationstar Advance Funding 2012-C, LLC and Nationstar Mortgage LLC					X
10.21	Receivables Purchase Agreement, dated as of June 26, 2012, among Nationstar Advance Funding Trust 2012-R, Nationstar Advance Funding 2012-R, LLC and Nationstar Mortgage LLC					X
10.22	Receivables Purchase Agreement, dated as of June 26, 2012, among Nationstar Advance Funding Trust 2012-W, Nationstar Advance Funding 2012-W, LLC and Nationstar Mortgage LLC					X
31.1	Certification by Chief Executive Officer pursuant to Rules 13a 14(a) and 15d 14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002					X
31.2	Certification by Chief Financial Officer pursuant to Rules 13a 14(a) and 15d 14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002					X
32.1	Certification by Chief Executive Officer pursuant to 18 USC. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					X
32.2	Certification by Chief Financial Officer pursuant to 18 USC. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					X

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* 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 24b-2 as promulgated with the Securities Exchange Act of 1934, as amended.

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SIGNATURES

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

	NATIONSTAR MORTGAGE HOLDINGS INC.
August 14, 2012	/s/ Jay Bray
Date	Jay Bray Chief Executive Officer
August 14, 2012	/s/ David C. Hisey
Date	David C.Hisey Chief Financial Officer

87

EXHIBIT INDEX

Exhibit No.	Description	Form	File No.	Exhibit	Filing Date	Filed or Furnished Herewith
1.1	Purchase Agreement, dated as of April 20, 2012, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors party thereto, and Credit Suisse Securities (USA) LLC, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., RBS Securities Inc. and Wells Fargo Securities, LLC, as representatives of the several initial purchasers	8-K	001-35449	1.1	April 25, 2012
2.1	Amended and Restated Asset Purchase Agreement, dated as of June 28, 2012 between Nationstar Mortgage LLC and Residential Capital, LLC, Residential Funding Company, LLC, GMAC Mortgage, LLC, Executive Trustee Services LLC, ETS of Washington, Inc., EPRE LLC, EPRE LLC, GMACM Borrower LLC and RFC Borrower LLC	8-K	001-35449	2.1	July 5, 2012
4.1	Indenture, dated as of April 25, 2012, by and among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors thereto and Wells Fargo Bank, National Association, as trustee	8-K	001-35449	4.1	April 25, 2012
4.2*	Indenture, dated as of June 12, 2012 between Nationstar Agency Advance Funding Trust 2012-AW and Wells Fargo Bank, National Association, as indenture trustee					X
4.3*	Indenture, dated as of June 26, 2012 between Nationstar Advance Funding Trust 2012-W and Wells Fargo Bank, National Association, as indenture trustee					X
4.4*	Indenture, dated as of June 26, 2012, between Nationstar Advance Funding Trust 2012-R and Wells Fargo Bank, National Association, as indenture trustee					X
4.5*	Indenture, dated as of June 26, 2012 between Nationstar Advance Funding Trust 2012-C and Wells Fargo Bank, National Association, as indenture trustee					X
10.1	Registration Rights Agreement, dated as of April 25, 2012, among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors party thereto, and Credit Suisse Securities (USA) LLC, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., RBS Securities Inc. and Wells Fargo Securities, LLC, as representatives of the several initial purchasers	8-K	001-35449	10.1	April 25, 2012

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10.2	Asset Purchase Agreement, dated as of May 13, 2012, between Nationstar Mortgage LLC and Residential Capital, LLC, Residential Funding Company, LLC, GMAC Mortgage, LLC, Executive Trustee Services, LLC, ETS of Washington, Inc., EPRE LLC and the additional Sellers identified on Schedule A thereto	8-K	001-35449	10.1	May 16, 2012
10.3	Current Excess Servicing Spread Acquisition Agreement for FNMA Mortgage Loans, dated as of May 13, 2012, between Nationstar Mortgage LLC and NIC MSR V LLC	8-K	001-35449	10.2	May 16, 2012
10.4	Future Spread Agreement for FNMA Mortgage Loans, dated May 13, 2012, between Nationstar Mortgage LLC and NIC MSR V LLC	8-K	001-35449	10.3	May 16, 2012
10.5	Current Excess Servicing Spread Acquisition Agreement for FHLMC Mortgage Loans, dated as of May 13, 2012, between Nationstar Mortgage LLC and NIC MSR IV LLC	8-K	001-35449	10.4	May 16, 2012
10.6	Future Spread Agreement for FHLMC Mortgage Loans, dated May 13, 2012, between Nationstar Mortgage LLC and NIC MSR IV LLC	8-K	001-35449	10.5	May 16, 2012
10.7	Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans, dated as of May 13, 2012, between Nationstar Mortgage LLC and NIC MSR VI LLC	8-K	001-35449	10.6	May 16, 2012
10.8	Future Spread Agreement for Non-Agency Mortgage Loans, dated May 13, 2012, between Nationstar Mortgage LLC and NIC MSR VI LLC	8-K	001-35449	10.7	May 16, 2012
10.9	Current Excess Servicing Spread Acquisition Agreement for GNMA Mortgage Loans, dated as of May 13, 2012, between Nationstar Mortgage LLC and NIC MSR VII LLC	8-K	001-35449	10.8	May 16, 2012
10.1	Future Spread Agreement for GNMA Mortgage Loans, dated May 13, 2012, between Nationstar Mortgage LLC and NIC MSR VII LLC	8-K	001-35449	10.9	May 16, 2012
10.11	First Letter Agreement, dated as of June 1, 2012 among Aurora Bank FSB, Aurora Loan Services LLC and Nationstar Mortgage LLC	8-K	001-35449	10.1	June 7, 2012
10.12	Second Letter Agreement, dated as of June 1, 2012 among Aurora Bank FSB, Aurora Loan Services LLC and Nationstar Mortgage LLC	8-K	001-35449	10.2	June 7, 2012
10.13	Amended and Restated Asset Purchase Agreement, dated as of June 12, 2012, among Aurora Bank FSB, Aurora Loan Services LLC and Nationstar Mortgage LLC	8-K	001-35449	10.1	June 14, 2012
10.14	Amended and Restated Current Excess Servicing Spread Acquisition Agreement for FNMA Mortgage Loans, dated as of June 28, 2012, between Nationstar Mortgage LLC and NIC MSR V LLC	8-K	001-35449	10.1	July 5, 2012

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10.15	Amended and Restated Current Excess Servicing Spread Acquisition Agreement for FHLMC Mortgage Loans, dated as of June 28, 2012, between Nationstar Mortgage LLC and NIC MSR IV LLC	8-K	001-35449	10.2	July 5, 2012
10.15	Amended and Restated Current Excess Servicing Spread Acquisition Agreement for FHLMC Mortgage Loans, dated as of June 28, 2012, between Nationstar Mortgage LLC and NIC MSR IV LLC	8-K	001-35449	10.2	July 5, 2012
10.16	Amended and Restated Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans, dated as of June 28, 2012, between Nationstar Mortgage LLC and NIC MSR VI LLC	8-K	001-35449	10.3	July 5, 2012
10.17	Amended and Restated Current Excess Servicing Spread Acquisition Agreement for GNMA Mortgage Loans, dated as of June 28, 2012, between Nationstar Mortgage LLC and NIC MSR VII LLC	8-K	001-35449	10.4	July 5, 2012
10.18	Registration Rights Agreement, dated as of July 24, 2012, among Nationstar Mortgage LLC, Nationstar Capital Corporation, the guarantors party thereto, and Credit Suisse Securities (USA) LLC, RBS Securities Inc. and Wells Fargo Securities, LLC, as representatives of the several initial purchasers	8-K	001-35449	10.1	July 24, 2012
10.19	Receivables Purchase Agreement, dated as of June 12, 2012, among Nationstar Agency Advance Funding Trust 2012-AW, Nationstar Agency Advance Funding 2012-AW, LLC and Nationstar Mortgage LLC					X
10.20	Receivables Purchase Agreement, dated as of June 26, 2012, among Nationstar Advance Funding Trust 2012-C, Nationstar Advance Funding 2012-C, LLC and Nationstar Mortgage LLC					X
10.21	Receivables Purchase Agreement, dated as of June 26, 2012, among Nationstar Advance Funding Trust 2012-R, Nationstar Advance Funding 2012-R, LLC and Nationstar Mortgage LLC					X
10.22	Receivables Purchase Agreement, dated as of June 26, 2012, among Nationstar Advance Funding Trust 2012-W, Nationstar Advance Funding 2012-W, LLC and Nationstar Mortgage LLC					X
31.1	Certification by Chief Executive Officer pursuant to Rules 13a 14(a) and 15d 14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002					X

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31.2	Certification by Chief Financial Officer pursuant to Rules 13a 14(a) and 15d 14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002	X
32.1	Certification by Chief Executive Officer pursuant to 18 USC. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
32.2	Certification by Chief Financial Officer pursuant to 18 USC. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X

* 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 24b-2 as promulgated with the Securities Exchange Act of 1934, as amended.

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EX-4.2

Exhibit 4.2

Nationstar Agency Advance Funding Trust 2012-AW

as Issuer

and

Wells Fargo Bank, N.A.

as Indenture Trustee

_____________________

INDENTURE

Dated as of June 12, 2012

_________________________

Nationstar Agency Advance Funding Trust 2012-AW

Agency Servicer Advance Receivables Backed Notes, Series 2012-AW

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TABLE OF CONTENTS
		Page
PRELIMINARY STATEMENT
GRANTING CLAUSE
GENERAL COVENANT
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		2
Section 1.01.	Definitions.	2
Section 1.02.	Rules of Construction.	27
ARTICLE II THE NOTES		27
Section 2.01.	Forms; Denominations; Conditions Precedent.	27
Section 2.02.	Execution, Authentication, Delivery and Dating.	28
Section 2.03.	Acknowledgment of Receipt of the Receivables.	29
Section 2.04.	The Notes Generally.	29
Section 2.05.	Registration of Transfer and Exchange of Notes.	29
Section 2.06.	Mutilated, Destroyed, Lost or Stolen Notes.	31
Section 2.07.	Noteholder Lists.	32
Section 2.08.	Persons Deemed Owners.	32
Section 2.09.	Accounts.	32
Section 2.10.	Payments on the Notes.	34
Section 2.11.	Final Payment Notice.	38
Section 2.12.	Compliance with Withholding Requirements.	38
Section 2.13.	Cancellation.	39
Section 2.14.	Additional Note Balance.	39
Section 2.15.	Reserve Account.	39
Section 2.16.	Redemption; Clean-up Call Option.	40
Section 2.17.	Securities Accounts	41
Section 2.18.	Tax Treatment of the Notes.	43
Section 2.19.	Purchase Option.	43
Section 2.20.	Hedge Agreements	44
ARTICLE III SATISFACTION AND DISCHARGE		47
Section 3.01.	Satisfaction and Discharge of Indenture.	47
Section 3.02.	Application of Trust Money.	48
ARTICLE IV EVENTS OF DEFAULT; REMEDIES		48
Section 4.01.	Events of Default.	48
Section 4.02.	Acceleration of Maturity; Rescission and Annulment.	51
Section 4.03.	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.	52
Section 4.04.	Remedies.	54
Section 4.05.	Application of Money Collected.	54
Section 4.06.	Limitation on Suits.	55
Section 4.07.	Unconditional Right of Noteholders to Receive Principal and Interest.	55
Section 4.08.	Restoration of Rights and Remedies.	55
Section 4.09.	Rights and Remedies Cumulative.	56

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Section 4.10.	Delay or Omission Not Waiver.	56
Section 4.11.	Control by Noteholders.	56
Section 4.12.	Waiver of Past Defaults.	56
Section 4.13.	Undertaking for Costs.	57
Section 4.14.	Waiver of Stay or Extension Laws.	57
Section 4.15.	Sale of Trust Estate.	57
Section 4.16.	Action on Notes.	59
ARTICLE V THE INDENTURE TRUSTEE		59
Section 5.01.	Certain Duties and Responsibilities.	59
Section 5.02.	Notice of Defaults.	62
Section 5.03.	Certain Rights of Indenture Trustee.	62
Section 5.04.	Compensation and Reimbursement.	64
Section 5.05.	Corporate Indenture Trustee Required; Eligibility.	65
Section 5.06.	Authorization of Indenture Trustee.	65
Section 5.07.	Merger, Conversion, Consolidation or Succession to Business.	66
Section 5.08.	Resignation and Removal; Appointment of Successor.	66
Section 5.09.	Acceptance of Appointment by Successor.	67
Section 5.10.	Unclaimed Funds.	67
Section 5.11.	Illegal Acts.	68
Section 5.12.	Communications by the Indenture Trustee.	68
Section 5.13.	Separate Indenture Trustees and Co-Trustees.	68
ARTICLE VI REPORTS TO NOTEHOLDERS		70
Section 6.01.	Reports to Noteholders and Others.	70
Section 6.02.	Servicer Reports.	72
Section 6.03.	Access to Certain Information.	73
ARTICLE VII FUNDING ACCOUNT; PURCHASE OF ADDITIONAL RECEIVABLES		73
Section 7.01.	Funding Account.	73
Section 7.02.	Purchase of Receivables.	74
Section 7.03.	Addition and Removal of Mortgage Loans.	76
ARTICLE VIII SUPPLEMENTAL INDENTURES; AMENDMENTS		77
Section 8.01.	Supplemental Indentures or Amendments Without Consent of Noteholders.	77
Section 8.02.	Supplemental Indentures With Consent of Noteholders.	78
Section 8.03.	Delivery of Supplements and Amendments.	79
Section 8.04.	Execution of Supplemental Indentures, etc.	79
ARTICLE IX COVENANTS; WARRANTIES		80
Section 9.01.	Maintenance of Office or Agency.	80
Section 9.02.	Existence.	80
Section 9.03.	Payment of Taxes and Other Claims.	80
Section 9.04.	Validity of the Notes; Title to the Trust Estate; Lien.	80
Section 9.05.	Protection of Trust Estate.	81
Section 9.06.	Nonconsolidation.	81
Section 9.07.	Negative Covenants.	82
Section 9.08.	Statement as to Compliance.	83
Section 9.09.	Issuer may Consolidate, Etc., only on Certain Terms.	83
Section 9.10.	Purchase of Notes.	84

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Section 9.11.	Indemnification.	84
ARTICLE X AGENT		86
Section 10.01.	Appointment.	86
Section 10.02.	Nature of Duties.	86
Section 10.03.	Rights, Exculpation, Etc.	87
Section 10.04.	Reliance.	88
Section 10.05.	Indemnification.	88
Section 10.06.	Agent Individually.	88
Section 10.07.	Successor Agent.	88
Section 10.08.	Collateral Matters.	89
ARTICLE XI MISCELLANEOUS		90
Section 11.01.	Execution Counterparts.	90
Section 11.02.	Compliance Certificates and Opinions, etc.	90
Section 11.03.	Form of Documents Delivered to Indenture Trustee.	90
Section 11.04.	Acts of Noteholders.	91
Section 11.05.	Computation of Percentage of Noteholders.	91
Section 11.06.	Notice to the Indenture Trustee, the Issuer and Certain Other Persons.	92
Section 11.07.	Notices to Noteholders; Notification Requirements and Waiver.	92
Section 11.08.	Successors and Assigns.	92
Section 11.09.	Separability Clause.	92
Section 11.10.	Governing Law.	93
Section 11.11.	Effect of Headings and Table of Contents.	93
Section 11.12.	Benefits of Indenture.	93
Section 11.13.	Non-Recourse Obligation.	93
Section 11.14.	Inspection.	94
Section 11.15.	Method of Payment.	94
Section 11.16.	No Recourse.	94
Section 11.17.	Wire Instructions.	95
Section 11.18.	Noteholder Consent	95

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Exhibits and Schedules
Exhibit A	Form of Note
Exhibit B	Form of Transferee Certificate for Transfers of Notes to Qualified Institutional Buyers
Exhibit C	Form of Monthly Servicer Report
Exhibit D	Form of Payment Date Report
Exhibit E	Form of Funding Date Report
Exhibit F	Form of Trustee Report
Exhibit G	Form of Calculation Agent Report
Exhibit H	Form of Assignment of Receivables and Schedule of Mortgage Loans
Schedule I	Schedule of Mortgage Loans
Schedule II	Schedule of Judicial and Non-Judicial Foreclosure States and Territories
Schedule III	Schedule of Wire Instructions

iv

INDENTURE, dated as of June 12, 2012 (as amended, modified or supplemented from time to time as permitted hereby, this “Indenture”), between NATIONSTAR AGENCY ADVANCE FUNDING TRUST 2012-AW, a Delaware statutory trust, as issuer (the “Issuer”), and WELLS FARGO BANK, N.A., a national banking association, not in its individual capacity, but solely as Indenture Trustee (the “Indenture Trustee”) under this Indenture.

PRELIMINARY STATEMENT

The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of its Agency Servicer Advance Receivables Backed Notes, Series 2012-AW, (the “Notes”).

NOW THEREFORE, all things necessary to make the Notes, when the Notes are executed by the Issuer and authenticated and delivered by the Indenture Trustee hereunder and duly issued by the Issuer, the valid and legally binding obligations of the Issuer enforceable in accordance with their terms, and to make this Indenture a valid and legally binding agreement of the Issuer enforceable in accordance with its terms, have been done.

GRANTING CLAUSE

The Issuer hereby Grants to the Indenture Trustee, as Indenture Trustee for the benefit of the Secured Parties, all of the Issuer's right, title and interest, whether now owned or hereafter acquired, in and to: (i) the Initial Receivables and any Additional Receivables and all moneys due thereon or paid thereunder or in respect thereof (including, without limitation, any Repurchase Prices and proceeds of any sales) on and after the Initial Funding Date; (ii) all rights of the Issuer under the Receivables Purchase Agreement, including, without limitation, to enforce the obligations of the Seller thereunder with respect to the Aggregate Receivables; (iii) the Accounts and all moneys, “securities,” “instruments,” “accounts,” “general intangibles,” “chattel paper,” “financial assets,” “investment property” (the terms in quotations are defined in the UCC) and other property on deposit or credited to the Accounts from time to time (whether or not such property constitutes or is derived from payments, collections or recoveries received, made or realized in respect of the Aggregate Receivables or otherwise); (iv) all right, title and interest of the Issuer as assignee of the Seller to the contractual rights to payment on the Aggregate Receivables under the Servicing Contract and all related documents, instruments and agreements pursuant to which the Seller acquired, or acquired an interest in, any of the Aggregate Receivables; (v) true and correct copies of all books, records and documents relating to the Aggregate Receivables in any medium, including without limitation paper, tapes, disks and other electronic media; (vi) all other moneys, securities, reserves and other property now or at any time in the possession of the Indenture Trustee or its bailee, agent or custodian and relating to any of the foregoing, including without limitation, any of the Issuer's funds on deposit in the Funding Account from time to time; (vii) all moneys, securities, reserves and other property now or at any time on deposit from time to time in the Collection Accounts and Freddie Mac Collection Account with respect to the Aggregate Receivables; (viii) any Hedge Agreements, all payments thereunder and the Issuer's rights thereunder (including any collateral pledged for the benefit of the Issuer thereunder) (if applicable); and (ix) all proceeds of the foregoing of every kind and nature whatsoever, including, without limitation, all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property that at any time constitute all or part of or are included in the proceeds of the foregoing ((i) through (ix), collectively, the “Trust Estate”).

The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, the payment of any amounts owing in respect of the Hedge Agreements and to secure compliance with the provisions of this Indenture, all as provided in this Indenture.

The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein to the best of its ability such that the interests of the Secured Parties may be adequately and effectively protected.

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GENERAL COVENANT

AND IT IS HEREBY COVENANTED AND DECLARED that the Notes are to be authenticated and delivered by the Indenture Trustee, that the Trust Estate is to be held by or on behalf of the Indenture Trustee and that moneys in the Trust Estate are to be applied by the Indenture Trustee for the benefit of the Secured Parties, subject to the further covenants, conditions and trusts hereinafter set forth, and the Issuer does hereby represent and warrant, and covenant and agree, to and with the Indenture Trustee, for the equal and proportionate benefit and security of each Secured Party, as follows:

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01 Definitions.

Whenever used in this Indenture, including in the Preliminary Statement, the Granting Clause and the General Covenant hereinabove set forth, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Section 1.01 or, if not specified in this Section 1.01, then in the Servicing Contract.

“1933 Act”: The Securities Act of 1933, as amended, and the rules, regulations and published interpretations of the Securities and Exchange Commission promulgated thereunder from time to time.

“1934 Act”: The Securities Exchange Act of 1934, as amended, and the rules, regulations and published interpretations of the Securities and Exchange Commission promulgated thereunder from time to time.

“1939 Act”: The Trust Indenture Act of 1939, as amended, and the rules, regulations and published interpretations of the Securities and Exchange Commission promulgated thereunder from time to time.

“1940 Act”: The Investment Company Act of 1940, as amended, and the rules, regulations and published interpretations of the Securities and Exchange Commission promulgated thereunder from time to time.

“Accounts”: The Reimbursement Account, the Note Payment Account, the Reserve Account, the Funding Account, the Hedge Account and any Posted Collateral Account.

“Act”: As defined in Section 11.04 hereof.

“Accrual Period”: With respect to the Notes and any Payment Date, the period commencing on and including the Payment Date preceding such Payment Date (or, in the case of the initial Accrual Period, the Initial Funding Date) and ending on and including the day preceding such Payment Date. All Notes shall accrue interest on an actual/360 basis during each Accrual Period.

“Additional Note Balance”: With respect to each Funding Date after the Initial Funding Date and the Notes, the Collateral Value of the Additional Receivables transferred to the Issuer and Granted hereunder on such Funding Date minus that portion of the Excess Amount for such Funding Date applied to purchase such Additional Receivables pursuant to Section 2.10(d) hereof.

“Additional Receivables”: With respect to each Funding Date after the Initial Funding Date, the Receivables sold and/or contributed by the Seller to the Depositor and then sold and/or contributed by the Depositor to the Issuer on such Funding Date and Granted by the Issuer to the Indenture Trustee to comprise part of the Trust Estate.

“Administration Agreement”: The Administration Agreement, dated as of June 12, 2012, between the Issuer and the Administrator.

“Administrator”: Nationstar, and its successors and assigns in such capacity.

“Advance Category”: With respect to any Receivable, the category set forth on the Schedule of Initial Receivables or the Schedule of Additional Receivables, as applicable, with respect to such Receivable which shall be a “Delinquency Advance”, “Escrow Advance (Judicial State), “Escrow Advance (Non-Judicial State)”, “Corporate

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Advance (Judicial State)” or “Corporate Advance (Non-Judicial State)”.

“Advance Ratio”:  With respect to any date, a ratio, expressed as a percentage, the numerator of which is the aggregate outstanding Receivables Balance of the Aggregate Receivables, and the denominator of which is the aggregate outstanding principal balance of Current-Paying Mortgage Loans.

“Advance Reimbursement Amounts”: Amounts paid to or retained by the Servicer in its capacity as agent or servicer for Freddie Mac, including amounts withdrawn from the related Collection Account and any Freddie Mac Collection Account or deposited directly into the Reimbursement Account, as reimbursement of any Delinquency Advance or Servicing Advance pursuant to the Servicing Contract, and including the Freddie Mac Reimbursement Amounts.

“Affiliate”: With respect to any specified Person, for purposes of this Indenture only, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities or other beneficial interest, by contract or otherwise; and the terms “controlling” and “controlled” have the meanings correlative to the foregoing.

“Agent”: Wells Fargo Securities, LLC, as agent under the Transaction Documents, and its successors and assigns in such capacity.

“Aggregate Collateral Value”: With respect to the Collateral as of any date, the sum, without duplication, of the Collateral Value on such date and the Excess Amount on deposit in the Accounts (including the par amount of all Permitted Investments in such Account).

"Aggregate Receivables”: All Initial Receivables and all Additional Receivables.

“Amounts Held for Future Distribution”: With respect to any Delinquency Advance, funds being held in the related Collection Account for future distribution or withdrawal on or in connection with a distribution date in subsequent months.

“Applicable Redemption Percentage”: As of any Redemption Date with respect to a Partial Redemption, a fraction expressed as percentage, the numerator of which is the Note Principal Balance subject to such Partial Redemption and the denominator of which is the Note Principal Balance of all of the Notes as of such Redemption Date.

“Asset Purchase Agreement”: That certain Residential Servicing Asset Purchase Agreement, dated as of March 6, 2012, by and among the MSR Sellers and Seller, as amended.

“Authenticating Agent”: As defined in Section 2.02(b).

“Authorized Officer”: With respect to the Owner Trustee or the Administrator, any officer of the Owner Trustee or the Administrator who is authorized to act for the Owner Trustee or the Administrator in matters relating to the Issuer and who is identified on the list of authorized officers delivered by the Owner Trustee or the Administrator to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter) and, with respect to the Issuer, any Authorized Officer of the Owner Trustee or of the Administrator.

“Available Funds”: With respect to any Payment Date or Redemption Date relating to a Total Redemption, the sum, without duplication, of (i) Advance Reimbursement Amounts on deposit in the Reimbursement Account on such Payment Date or Redemption Date, as applicable, (ii) amounts earned on Permitted Investments, which are paid into the Note Payment Account for such Payment Date or Redemption Date, as applicable, (iii) all funds to be deposited to the Note Payment Account from the Reserve Account pursuant to Section 2.15 hereof on or before such Payment

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Date or Redemption Date, as applicable, and not previously distributed to Noteholders, (iv) any funds received by the Indenture Trustee in connection with the repurchase of a Receivable pursuant to Sections 2.19 or 7.03(b) of this Indenture and Section 6.02 of the Receivables Purchase Agreement on or before such Payment Date or Redemption Date, as applicable, and not previously distributed to Noteholders, plus (v) any applicable Hedge Payment Amount and any other amounts set forth in Section 2.20 of this Indenture to be deposited into the Note Payment Account from the Hedge Account or Posted Collateral Account on or before such Payment Date or Redemption Date, as applicable, and not previously distributed to Noteholders.

“Bill of Sale”: With respect to any Funding Date, a bill of sale, substantially in the form found in Exhibit C to the Receivables Purchase Agreement, delivered by Nationstar and the Depositor to the Issuer, the Agent and the Indenture Trustee pursuant to the Receivables Purchase Agreement.

“Business Day”: Any day other than (i) a Saturday, (ii) a Sunday, (iii) a day on which the New York Stock Exchange is closed, or (iv) a day on which banking institutions are authorized or obligated by law or executive order to remain closed in New York, New York, Dallas, Texas, or in any other city in which the Corporate Trust Office of the Indenture Trustee is located.

“Calculation Agent”: As defined in Section 6.01(c) of this Indenture.

“Calculation Agent Fee”: $[***], per year, payable in monthly installments of $[***], to the Calculation Agent on each Payment Date for services rendered under this Indenture.

“Cap Agreement”: Any fully-paid interest rate cap agreement or agreements entered into from time to time, between the Cap Provider and the Hedge Enforcement Party, on behalf of the Issuer, including any novations, schedule, confirmations, credit support annex or other credit support document relating thereto.

“Cap Provider”: The cap provider under any Cap Agreement and, thereafter, any successors and assigns in such capacity that at least meet the requirements for a replacement cap provider as set forth under the applicable Cap Agreement and Section 2.20(b) hereof.

“Cash”: Coin or currency of the United States or immediately available federal funds, including such funds delivered by wire transfer.

“Cease Funding Event”: A Cease Funding Event shall have occurred and be continuing on any date of determination if:

(i) Freddie Mac shall have refused or failed to reimburse, or suspended the Servicer's right to reimbursement of, Receivables related to Servicing Advances, such refusal, failure or suspension not being related to a specific claim submitted for reimbursement, and which refusal, failure or suspension continues for a period greater than 10 days from the date of suspension, failure to reimburse or notice of refusal and such refusal, failure or suspension continues to exist on such date of determination; or

(ii) since the Closing Date, Receivables related to Servicing Advances with an aggregate Receivables Balance (as of such date of determination) greater than $7,500,000, have not been reimbursed by Freddie Mac for a period of (x) 60 days from the date of filing the claim for reimbursement (and not any resubmission of such claim) or (y) 90 days from the date of completion of a non-Real Estate Owned (REO) event or activity, as such term is used in Section 71.13 of the Freddie Mac Servicing Guide, or (z) 90 days from the date of Freddie Mac's acquisition, as such term is used in Section 71.13 of the Freddie Mac Servicing Guide, of the REO or, with respect to a request for reimbursement of allowable expenses incurred after the acquisition date, 90 days from the sale of such REO. For the avoidance of doubt, a Cease Funding Event shall be deemed to be continuing if Receivables related to Servicing Advances with an aggregate Receivables Balance greater than $7,500,000 have not been reimbursed by Freddie Mac during the periods described above notwithstanding that such Receivables may have been repurchased by the Servicer pursuant to Section 6.02 of the Receivables Purchase Agreement or Section 2.16 hereof; or

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(iii) the Advance Ratio exceeds 8.0%.

“Certificate Registrar”: The Certificate Registrar under the Trust Agreement.

“Certificateholder”: As defined in the Trust Agreement.

“Change of Control”: With respect to Nationstar on any date of determination, any Person, or two or more Persons acting in concert, other than one or more Permitted Holders, becomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 of the Securities and Exchange Commission under the 1934 Act), of more than the greater of (x) 35% of the voting power of Nationstar's voting equity interests outstanding on such date of determination and (y) the percentage of the voting power of Nationstar's voting equity interests owned, in the aggregate, directly or indirectly, beneficially and of record, by the Permitted Holders as of such date of determination; unless the Permitted Holders have, at such time, the right or the ability by voting power, contract or otherwise to elect or designate for election at least a majority of Nationstar's board of directors.

“Clean-up Call Date”: As defined in Section 2.16(b) hereof.

“Clean-up Call Notice”: As defined in Section 2.16(b) hereof.

“Clean-up Call Option”: The right of the Agent to require the Issuer to repurchase all or a portion of the Notes in accordance with Section 2.16(b) hereof.

“Closing Date”: June 12, 2012.

“Code”: The Internal Revenue Code of 1986 and regulations promulgated thereunder, including proposed regulations to the extent that, by reason of their proposed effective date, could, as of the date of any determination or opinion as to the tax consequences of any action or proposed action or transaction, be applied to the Notes.

“Collateral”: Individually and collectively, the assets constituting the Trust Estate from time to time.

“Collateral Coverage Requirement”: With respect to any date, the requirement that the Aggregate Collateral Value of the Collateral shall be greater than or equal to the Note Principal Balance of the Notes as of such date (after giving effect to any purchase of Additional Note Balance or Additional Receivables on such date).

“Collateral Value”: With respect to the Collateral that in each case is an Eligible Receivable, and the Notes as of any date, the sum of: (a) with respect to any Delinquency Advance, the product of (i) the P&I Borrowing Base Amount relating to such Delinquency Advances and (ii) the applicable Discount Factor; (b) with respect to any Escrow Advances (Judicial States), the product of (i) the outstanding Receivables Balance of the Eligible Receivables related to such Escrow Advances and (ii) the applicable Discount Factor; (c) with respect to any Escrow Advances (Non-Judicial States), the product of (i) the outstanding Receivables Balance of the Eligible Receivables related to such Escrow Advances and (ii) the applicable Discount Factor; (d) with respect to any Corporate Advances (Judicial States), the product of (i) the outstanding Receivables Balance of the Eligible Receivables related to such Corporate Advances and (ii) the applicable Discount Factor; and (e) with respect to any Corporate Advances (Non-Judicial States), the product of (i) the outstanding Receivables Balance of the Eligible Receivables related to such Corporate Advances and (ii) the applicable Discount Factor. For purposes of determining the Collateral Value, a Receivable shall be deemed unreimbursed and outstanding until the cash reimbursement thereof is deposited into the Reimbursement Account.

With respect to any Receivable that is not an Eligible Receivable, the Collateral Value of such Receivable shall be $0.00. The “Collateral Value” in respect of any Receivable that, when added to the aggregate Receivable Balances already outstanding, causes the related Market Value Ratio to exceed [***]% (or any higher percentage), shall equal $0.

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“Collection Account”: The related principal and interest custodial account or escrow custodial account (or term of substantially similar import, howsoever denominated or defined) into which collections received or advanced in respect of the Mortgage Loans or the Mortgagor are deposited pursuant to the Servicing Contract.

“Collection Period”: With respect to any Payment Date, the calendar month immediately preceding the month of such Payment Date.

“Commitment”: As defined in the Note Purchase Agreement.

“Control Person”: With respect to any Person, any other Person that constitutes a “controlling person” within the meaning of Section 15 of the 1933 Act.

“Corporate Advance”: Any Servicing Advance made by the Servicer pursuant to the terms and provisions of a Servicing Contract to inspect, protect, preserve or repair the underlying properties that secure related Mortgage Loans or that have been acquired through foreclosure or deed in lieu of foreclosure or other similar action pending disposition thereof, or for similar or related purpose, including, but not limited to, necessary legal fees and costs expended or incurred by the Servicer in connection with foreclosure, bankruptcy, eviction or litigation actions with or involving the obligors on such related Mortgage Loans, as well as costs to obtain clear title to such a property, to protect the priority of the lien created by any such related Mortgage Loan on such underlying property, and to dispose of such underlying properties taken through foreclosure or by deed in lieu thereof or other similar action, which is reported by the Servicer in the Monthly Servicer Report under the advance type heading “Corporate Advance”.

“Corporate Advance (Judicial States)”: All Corporate Advances related to Mortgage Loans for which the underlying property is located in a jurisdiction which provides for a judicial foreclosure process, as set forth in Schedule III hereto.

“Corporate Advance (Non-Judicial States)”: All Corporate Advances related to Mortgage Loans for which the underlying property is located in a jurisdiction which provides for a non-judicial foreclosure process, as set forth in Schedule III hereto.

“Corporate Trust Office”: The principal corporate trust offices of the Indenture Trustee at which at any particular time its corporate trust business with respect to the Issuer shall be administered, which offices at the Closing Date are located at (i) for Note and Trust Certificate transfer purposes, Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113, Attn: Corporate Trust Services CTO Transfer Group - Nationstar Agency Advance Funding Trust 2012-AW and (ii) for all other purposes, at 9062 Old Annapolis Road, Columbia, Maryland 20145-1951, Attention: Client Manager - Nationstar Agency Advance Funding Trust 2012-AW.

“Cumulative Facility Fee Payment Amount”: With respect to each Payment Date, the sum of (i) the Facility Fee due and payable on such Payment Date and (ii) without duplication, any unpaid Cumulative Facility Fee Payment Amount payable on any preceding Payment Date plus interest thereon accrued with respect to each Accrual Period since such preceding Payment Date to the current Payment Date at a rate equal to the sum of the Note Floating Rate plus the Note Default Additional Rate.

“Current-Paying Mortgage Loan”: As of any date of determination, a Mortgage Loan with respect to which no payment is more than 60 days Delinquent.

“Daily Interest Amount”: With respect to each day in each related Accrual Period for the Notes, an amount equal to (x) the Note Floating Rate times (y) the Note Principal Balance as of the preceding Business Day after giving effect to all changes to the Note Principal Balance on or prior to such preceding Business Day times (z) a fraction, the numerator of which is one and the denominator of which is 360.

“Daily Interest Amount (Post-ARD)”: With respect to each day in each related Accrual Period for the Notes during the occurrence and continuance of an Early Amortization Event (other than under clause (a) of the definition

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thereof), an amount equal to (x) the applicable Note Post-ARD Additional Rate times (y) the Note Principal Balance as of the preceding Business Day after giving effect to all changes to the Note Principal Balance on or prior to such preceding Business Day times (z) a fraction, the numerator of which is one and the denominator of which is 360.

“Daily Interest Amount (Post-EOD)”: With respect to each day in each related Accrual Period for the Notes during the occurrence and continuance of an Event of Default, an amount equal to (x) the Note Default Additional Rate times (y) the Note Principal Balance as of the preceding Business Day after giving effect to all changes to the Note Principal Balance on or prior to such preceding Business Day times (z) a fraction, the numerator of which is one (1) and the denominator of which is 360.

“Defaulted Swap Termination Payment”: Any termination payment required to be made by the Issuer to a Swap Provider pursuant to the applicable Swap Agreement in the event of an “Event of Default” under such Swap Agreement (as defined in such Swap Agreement) in respect of which such Swap Provider is the “Defaulting Party” (as defined in such Swap Agreement) or with respect to a “Termination Event” other than an “Illegality” or a “Tax Event” (as each such term is defined in such Swap Agreement) with respect to which such Swap Provider is the sole “Affected Party” (as defined in such Swap Agreement).

“Delinquency Advance”: Any amount deposited into a principal or interest custodial account as required to be remitted by the Servicer (or any predecessor servicer prior to the date hereof) under the Servicing Contract resulting from delinquent payments on any Mortgage Loan. Delinquency Advances are reported by the Servicer in the Monthly Servicer Report under the advance type heading “Delinquency Advance.”

“Delinquent”: A Mortgage Loan is “Delinquent” if any Monthly Payment due thereon is not made by the close of business on the day such Monthly Payment is required to be paid. For instance, a Mortgage Loan is “30 days Delinquent” if any Monthly Payment due thereon has not been received by the close of business on the corresponding day of the month immediately succeeding the month in which such Monthly Payment was required to be paid or, if there is no such corresponding day (e.g., as when a 30-day month follows a 31-day month in which a payment was required to be paid on the 31st day of such month), then on the last day of such immediately succeeding month. For the avoidance of doubt Delinquent shall be determined in accordance with the Mortgage Bankers Association method. The determination of whether a Mortgage Loan is “60 days Delinquent,” “90 days Delinquent,” etc., shall be made in a like manner.

“Depositor”: Nationstar Agency Advance Funding 2012-AW, LLC.

“Discount Factor”: With respect to any Receivables, (A) with respect to Delinquency Advances, [***]%, (B) with respect to Escrow Advances (Non-Judicial States), [***]%, (C) with respect to Escrow Advances (Judicial States), [***]%, (D) with respect to Corporate Advances (Non-Judicial States), [***]%, and (E) with respect to Corporate Advances (Judicial States), [***]%.

“Early Amortization Event”: Immediately upon the sending of notice by the Agent to the Indenture Trustee and the Servicer of the occurrence of any of the following conditions or events:

(a)the occurrence of any Event of Default under this Indenture;

(b)the Servicer's status as an approved servicer of residential Mortgage Loans is terminated by Fannie Mae or Freddie Mac; provided, that, a termination of the Servicer's status as an approved servicer of residential mortgage loans by Fannie Mae or Freddie Mac due to the liquidation, dissolution, insolvency or receivership or the termination as a government sponsored enterprise of Fannie Mae or Freddie Mac, as applicable, shall not result in an Early Amortization Event under this clause (b);

(c)the Seller sells Receivables to the Depositor and/or the Depositor sells and/or contributes Receivables to the Issuer that are in breach of any representation or warranty set forth in the Receivables Purchase Agreement and such Receivables are not repurchased in accordance with the terms and provisions of Section 6.02 of the Receivables

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Purchase Agreement (if required pursuant to Section 6.02 of the Receivables Purchase Agreement);

(d)the Verification Agent is terminated or resigns prior to the assumption of the Verification Agent's duties by a successor verification agent;

(e)the Seller fails to transfer any and all outstanding Receivables (to the extent applicable Delinquency Advances and Servicing Advances are made) on each Funding Date, other than (i) in the event the related Additional Note Balances are not purchased by the Noteholders pursuant to the terms of Section 2.01 of the Note Purchase Agreement or (ii) the aggregate Receivables Balance of the Receivables available for sale on such Funding Date is less $1,000,000 and the conditions set forth in Section 2.01 of the Receivables Purchase Agreement with respect to a Skip Funding Date have been complied with;

(f)the sale by the Seller or the sale and/or contribution by the Depositor of Receivables to any Person other than the Depositor or the Issuer, respectively, other than as permitted pursuant to the terms and provisions of the Transaction Documents;

(g)as of the Business Day immediately preceding any Payment Date, the amount on deposit in the Reserve Account on such Business Day is less than the Required Reserve Amount as of the Payment Date immediately preceding such Payment Date;

(h)the Collateral Coverage Requirement is not satisfied as of the close of business on any date and such failure is not remedied within two (2) Business Days of such date; provided, however, that if such failure results solely from Receivables no longer being Eligible Receivables due to a breach of a representation or warranty in the Receivables Purchase Agreement, such failure shall become an Early Amortization Event only upon the Seller not having repurchased such Receivables in accordance with the terms and provisions of Section 6.02 of the Receivables Purchase Agreement;

(i) (A) a Change of Control shall have occurred without the consent of Agent (such consent not to be unreasonably withheld); (B) Nationstar shall cease to own 100% of the equity interest in the Depositor; or (C) the Depositor shall cease to own 100% of the Trust Certificates;

(j) a Cease Funding Event shall have occurred and continued for 45 days;

(k)Freddie Mac shall have amended or modified the Servicing Contract and such amendment or modification shall result in a Material Adverse Effect with respect to the Seller, the Depositor, the Issuer or the Noteholders;

(l) any of the ratings of Nationstar assigned by S&P are either withdrawn by S&P or downgraded by S&P below the category of “Average” with respect to its rating as a Residential Prime Loan Servicer; or

(m) a Pool Termination Event or a Servicer Termination Event has occurred and is continuing.

“Eligible Account”: Either (i) an account maintained with a federal or state chartered depository institution or trust company, the short-term deposit or short-term unsecured debt obligations of which (or of such institution's parent holding company) are rated “A-1” or better by S&P, or, if no short term rating exists for such entity, the long-term deposit or long-term unsecured debt obligations of which (or of such institution's parent holding company) are rated “A+” or better by S&P, or (ii) a segregated trust account maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity, which, in the case of a state chartered depository institution or trust company is subject to regulations regarding fiduciary funds on deposit therein substantially similar to 12 CFR § 9.10(b), and which, in either case, has a combined capital and surplus of at least $75,000,000 and is subject to supervision or examination by federal or state authority. Eligible Accounts may bear interest.

“Eligible Receivable”: A Receivable which meets the following criteria on any date of determination:

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(a)such Receivable satisfies the applicable representations and warranties set forth in Section 6.01 of the Receivables Purchase Agreement;

(b)such Receivable is covered by the Freddie Mac Consent Agreement which provides that the Issuer may, directly or indirectly, receive an assignment or pledge of the Servicer's rights to be reimbursed under the Servicing Contract for the related Delinquency Advance or Servicing Advance;

(c)the Mortgage Loan related to such Receivable is secured by a first lien on the related mortgaged property;

(d)such Receivable does not relate to a Mortgage Loan with respect to which a Foreclosure Moratorium Event has occurred and, within 60 days of the occurrence of such Foreclosure Moratorium Event, such Foreclosure Moratorium Event shall continue to be in effect;

(e)all Delinquency Advances and Servicing Advances related to such Receivable have been fully funded by the Servicer using its own funds and/or Amounts Held for Future Distribution (to the extent permitted under the Servicing Contract) and/or funds made available therefor by the Issuer or the Noteholders or will be so funded on the related Funding Date;

(f)such Receivable is eligible for reimbursement under the Servicing Contract and relates to a Mortgage Loan that satisfies the eligibility requirements for purchase by Freddie Mac under the Freddie Mac Servicing Guide;

(g)such Receivable is not a Receivable which is (i) related to a Delinquency Advance which has been outstanding and unreimbursed for longer than ninety (90) days after the Freddie Mac Advance Date on which such Delinquency Advance was made, (ii) related to a Servicing Advance which has been outstanding and unreimbursed for longer than ninety (90) days after the date of completion of a non-Real Estate Owned (REO) event or activity, as such term is used in Section 71.13 of the Freddie Mac Servicing Guide, or (iii) related to a Servicing Advance which has been outstanding and unreimbursed for longer than ninety (90) days after the date of Freddie Mac's acquisition, as such term is used in Section 71.13 of the Freddie Mac Servicing Guide, of the REO or, with respect to a request for reimbursement of allowable expenses incurred after the acquisition date, 90 days from the sale of such REO.

“ERISA”: The Employee Retirement Income Security Act of 1974, as amended.

“Escrow Advance”: A Servicing Advance made by the Servicer pursuant to the terms and provisions of the Servicing Contract (which such Servicing Advance has not been repaid or reimbursed to the Seller) of tax and insurance escrow amounts required to be, but not, paid by a Mortgagor under the related Mortgage Loan, which is reported by the Servicer in the Monthly Servicer Report under the advance type heading “Escrow Advance”.

“Escrow Advance (Judicial States)”: All Escrow Advances related to Mortgage Loans for which the underlying property is located in a jurisdiction which provides for a judicial foreclosure process, as set forth in Schedule III hereto.

“Escrow Advance (Non-Judicial States)”: All Escrow Advances related to Mortgage Loans for which the underlying property is located in a jurisdiction which provides for a non-judicial foreclosure process, as set forth in Schedule III hereto.

“Event of Default” or “EOD”: As defined in Section 4.01 hereof.

“Excess Amount”: As of any date of determination, all amounts on deposit in the Reimbursement Account as of the close of business on the prior day minus the Expense Reserve as of such date.

“Expense Reserve”: As of any date, the amount required to make all of the payments specified in Section 2.10(c)(i) through (iv) on the immediately succeeding Payment Date to the extent known on such date.

“Facility Fee”: As defined in the Fee Side Letter.

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

“FDIC”: Federal Deposit Insurance Corporation or any successor.

“Fee Side Letter”: That certain letter, identified as such, dated of even date herewith, entered into among the Issuer, the Seller, the Note Purchaser and the Agent.

“Final Payment Date”: The Payment Date on which the final payment on the Issuer Obligations is made hereunder by reason of all principal, interest and other amounts due and payable on such Issuer Obligations having been paid or the Collateral having been exhausted.

“Financial Asset”: As defined in Section 8-102(a)(9) of the UCC.

“Fitch”: Fitch, Inc., a nationally recognized statistical rating organization under the federal securities laws.

“Foreclosure Moratorium Event”: (i) Any applicable federal, state or local governmental authority has ordered a moratorium, cessation or suspension of foreclosure activity or (ii) the Servicer has voluntarily imposed a moratorium, cessation or suspension of foreclosure activity.

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

“Freddie Mac Advance Date”: With respect to any Delinquency Advance or Servicing Advance, the date on which the Servicer is required to make such Delinquency Advance or Servicing Advance in accordance with the terms of the Servicing Contract.

“Freddie Mac Collection Account”: To the extent Freddie Mac fails to deposit reimbursements made by it into the Reimbursement Account, the collection account into which it does deposit reimbursements of Delinquency Advances and Servicing Advances pursuant to the Servicing Contract.

“Freddie Mac Consent Agreement”: The Consent Agreement, dated as of June 12, 2012, among Freddie Mac, Nationstar, Depositor and Issuer, as may be amended or restated from time to time.

“Freddie Mac Pool”: The serviced pool of Mortgage Loans described on Schedule I hereto, as such schedule may be amended from time to time pursuant to Section 7.03 of this Indenture.

“Freddie Mac Reimbursement Amounts”: With respect to any Delinquency Advance or Servicing Advance, the amounts of Freddie Mac's reimbursement of funds for such Delinquency Advance or Servicing Advance.

“Freddie Mac Servicing Guide”: The Freddie Mac Single-Family Seller/Servicer Guide and all amendments and additions thereto.

“Funding Account”: The segregated account, or accounts, each of which shall be an Eligible Account, established and maintained pursuant to Section 2.09 and entitled “Wells Fargo Bank, N.A., as Indenture Trustee in trust for the Noteholders of the Nationstar Agency Advance Funding Trust 2012-AW Agency Servicer Advance Receivables Backed Notes, Series 2012-AW, Funding Account.” The Funding Account may be a sub-account of the Reimbursement Account.

“Funding Conditions”: As defined in Section 7.02.

“Funding Date”: During the Funding Period, (i) the 9^th day of each calendar month or, if such day is not a Business Day, the immediately succeeding Business Day, (ii) the 18^th day of each calendar month or, if such day is not a Business Day, the immediately preceding Business Day, (iii) the 27^th day of each calendar month or, if such day is not a Business Day, the immediately succeeding Business Day, and (iv) any other date (in addition to the foregoing) agreed to among the Agent, the Issuer and the Indenture Trustee.

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“Funding Date Report”: As defined in Section 6.02(c).

“Funding Imbalance”: As defined in Section 7.03.

“Funding Interruption Event”: Any condition or event that with notice or the passage of time, or both, would constitute an Early Amortization Event or Event of Default.

“Funding Notice”: As defined in Section 2.01(c) of the Receivables Purchase Agreement.

“Funding Period”: The period beginning on the Initial Funding Date and ending upon the earliest to occur of (i) the Stated Maturity Date, (ii) the occurrence of an Early Amortization Event, (iii) the occurrence of an Event of Default or (iv) the Redemption Date relating to a Total Redemption.

“GAAP”: Such accounting principles as are generally accepted in the United States.

“Governmental Authority”: As defined in the Receivables Purchase Agreement.

“Grant”: To mortgage, pledge, bargain, sell, warrant, alienate, demise, convey, assign, transfer, create and grant a security interest in and right of setoff against, deposit, set over and confirm. A Grant of Collateral shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including without limitation the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other moneys and proceeds payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise, and generally to do and receive anything which the granting party is or may be entitled to do or receive thereunder or with respect thereto.

“Hedge Account”:  To the extent the Agent (on behalf of the Noteholders) enters into any Hedge Agreements pursuant to Section 2.20, the trust account or accounts created and maintained by the Indenture Trustee pursuant to Sections 2.09 and 2.20(c) which shall be entitled “Hedge Account, Wells Fargo Bank, N.A., as Indenture Trustee, in trust for the registered Noteholders of Nationstar Agency Advance Funding Trust 2012-AW Agency Servicer Advance Receivables Backed Notes” and which must be an Eligible Account.

“Hedge Agreement”:  Any Cap Agreement or Swap Agreement, as applicable, approved by the Agent.

“Hedge Enforcement Party”: The Agent.

“Hedge Payment Amount”:  With respect to any Payment Date, the aggregate amount deposited into the Hedge Account from any Hedge Agreements (other than any hedge termination payments), in the case of any Swap Agreement, net of all amounts then payable to the applicable Swap Provider by the Issuer.

“Hedge Payment Event”: On any date subsequent to the termination of the Funding Period, the remittance of funds by any Hedge Provider into the Hedge Account.

“Hedge Provider”: The Cap Provider or Swap Provider, as applicable, under any Hedge Agreement.

“Indemnified Parties”: As defined in Section 9.11(b).

“Indenture”: This instrument, including the schedules and exhibits hereto, as originally executed or as it may be supplemented or amended from time to time by one or more other indentures supplemental hereto entered into pursuant to the applicable provisions hereof.

“Indenture Trustee”: Wells Fargo Bank, N.A., a national banking association, in its capacity as indenture trustee under this Indenture, or its successor in interest, or any successor indenture trustee appointed as provided in this Indenture.

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“Indenture Trustee Fee”: $[***], per year, payable in monthly installments of $[***], to the Indenture Trustee on each Payment Date for services rendered under this Indenture. To the extent there is more than one Payment Date in any given month, the Indenture Trustee Fee in such month shall include an additional $[***] for each such additional Payment Date.

“Independent”: When used with respect to any specified Person, any such Person who (i) is in fact independent of the Indenture Trustee, the Issuer, the Depositor, the Seller and any and all Affiliates thereof, (ii) does not have any direct financial interest in or any material indirect financial interest in any of the Indenture Trustee, the Issuer, the Depositor, the Seller or any Affiliate thereof, and (iii) is not connected with the Indenture Trustee, the Issuer, the Depositor, the Seller or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however, that a Person shall not fail to be Independent of the Indenture Trustee, the Issuer, the Depositor, the Seller or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any class of securities issued by the Indenture Trustee, the Issuer, the Depositor, the Seller or any Affiliate thereof, as the case may be. The Indenture Trustee may rely, in the performance of any duty hereunder, upon the statement of any Person contained in any certificate or opinion that such Person is Independent according to this definition.

“Independent Manager”: Means (i) a natural person and (ii) a Person who (A) shall not have been at the time of such Person's appointment, and may not have been at any time during the preceding five (5) years and shall not be as long as such Person is an Independent Manager of the Depositor (1) a direct or indirect legal or beneficial owner in such entity or any of its Affiliates (excluding de minimus ownership interests), (2) a manager, member, officer, director, manager, partner, shareholder or employee of the Seller or any of its managers, members, partners, subsidiaries, shareholders or Affiliates other than the Depositor or any Affiliate of the Seller that is intended to be structured as a “bankruptcy remote” special purpose entity (collectively, the “Independent Parties”), (3) a supplier to any of the Independent Parties, (4) a person controlling or under common control with any directors, members, partners, shareholder or supplier of any of the Independent Parties or (5) a member of the immediate family of any director, member, partner, shareholder, officer, manager, employee or supplier of the Independent Parties, (B) has prior experience as an independent director or manager for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (C) has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; provided, that the indirect or beneficial ownership of stock of the Seller through a mutual fund or similar diversified investment vehicle with respect to which the owner does not have discretion or control over the investments held by such diversified investment vehicle shall not preclude such owner from being an Independent Manager.

“Initial Funding Date”: The first date upon which the Issuer requests a funding under the Note Purchase Agreement.

“Initial Note Balance”: The Collateral Value of the Initial Receivables transferred to the Issuer and Granted hereunder on the Initial Funding Date. The Initial Note Balance will be determined on the Initial Funding Date.

“Initial Receivables”: The Receivables sold by the Seller to the Depositor and sold and/or contributed by the Depositor to the Issuer on the Initial Funding Date pursuant to the Receivables Purchase Agreement and Granted by the Issuer to the Indenture Trustee to comprise part of the Trust Estate.

“Interest Coverage Amount”: On any date of determination, an amount equal to the Note Interest Distributable Amount, which was due to the Noteholders, on such date, or if such date of determination is not a Payment Date, an amount equal to the Note Interest Distributable Amount, which was due to the Noteholders on the immediately preceding Payment Date.

“Interest Rate Adjustment Date”: For each Accrual Period, the second London Banking Day prior to the

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commencement of such Accrual Period.

“Interested Person”: As of any date of determination, Nationstar or any of its Affiliates.

“IRS”: The United States Internal Revenue Service.

“Issuer”: Nationstar Agency Advance Funding Trust 2012-AW, a Delaware statutory trust, or its successor in interest.

“Issuer Obligations”: All of the Issuer's obligations to pay all interest and principal of the Notes and all other obligations and liabilities of the Issuer arising under, or in connection with, the Transaction Documents, whether now existing or hereafter arising.

“Issuer Request” or “Issuer Order”: A written request or order signed in the name of the Issuer by an Authorized Officer of the Issuer.

“LIBOR”: With respect to any Accrual Period, the rate per annum shown on the display designated as “LIBOR01” on the Reuters Money 3000 Service for a one-month period as of 11:00 A.M., London time, on the Interest Rate Adjustment Date in respect of such Accrual Period; provided, that in the event no such rate is shown, LIBOR shall be determined by reference to such other comparable available service for displaying Eurodollar rates as may be reasonably selected by the Agent; provided further, that in the event no such service is available, LIBOR shall be a rate per annum at which deposits in dollars are offered by the principal office of the Agent in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) on the Interest Rate Adjustment Date in respect of such Accrual Period for delivery on the first day of such Accrual Period and for a one-month period; provided, however, that if, on any Interest Rate Adjustment Date, the Agent is unable to determine LIBOR in the manner provided above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous Interest Rate Adjustment Date.

“Lien”: Any mortgage, deed of trust, pledge, lien (statutory or otherwise), security interest, lease, easement, title defect, restriction, levy, execution, seizure, attachment, charge or other encumbrance or security or preferential arrangement of any nature, including, without limitation, any conditional sale or title retention arrangement, any capitalized lease and any assignment, deposit arrangement or financing lease intended as, or having the effect of, security.

“London Banking Day”: Any day on which commercial banks and foreign exchange markets settle payments in both London and New York City.

“Majority Noteholders”: As of any date of determination, Noteholders evidencing collectively more than 50% of the aggregate Commitments set forth in the Note Purchase Agreement on such date of determination.

“Material Adverse Effect”: With respect to any Person, as applicable, a material adverse effect on (a) the property, business, operations or financial condition of (i) such Person or (ii) such Person and its Affiliates taken as a whole, (b) the ability of such Person, to perform its obligations under any of the Transaction Documents to which it is a party, (c) the validity or enforceability of any of the Transaction Documents, (d) the rights and remedies of any other parties to or under any of the Transaction Documents, (e) the enforceability or recoverability of any of the Aggregate Receivables, (f) the Servicer's status as a Freddie Mac Servicer in good standing to service Mortgage Loans, (g) the Servicer's status as a Fannie Mae Servicer in good standing to service Mortgage Loans, (h) the financial condition of Freddie Mac or (i) the status of government support for Freddie Mac.

“Market Value”: For any Mortgaged Property or REO Property related to a Mortgage Loan included in the Freddie Mac Pool, the value of such property (determined by the Servicer in accordance with the Servicing Contract) or the appraised value of the Mortgaged Property obtained in connection with its origination, if no updated valuation has been required under the Servicing Contract; provided, that such value shall equal zero for a Mortgage Loan that was 90 days Delinquent and the related valuation is more than 210 days old.

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“Market Value Ratio”: As of any date of determination, the ratio (expressed as a percentage) of (i) the aggregate of the Receivables Balance of all Eligible Receivables related to Delinquency Advances outstanding as of such date over (ii) the aggregate Market Value of the Mortgaged Properties and REO Properties for the Mortgage Loans included in the Freddie Mac Pool.

“Maturity Date”: The date as of which the principal of and interest on the Notes has become due and payable as herein provided, whether at the Stated Maturity Date, by acceleration or otherwise.

“Maximum Note Balance”: $150,000,000.

“Monthly Payment”: The monthly payment of principal and interest payable by the related Mortgagor under a Mortgage Loan.

"Monthly Reimbursement Rate”:  As of any date of determination, the arithmetic average of the fractions (expressed as percentages), determined for each of the three most recently concluded calendar months, obtained by dividing (i) the aggregate Advance Reimbursement Amounts collected by the Servicer during such month and deposited into the Reimbursement Account, by (ii) the aggregate outstanding Delinquency Advances and Servicing Advances funded by the Servicer using (A) its own funds, (B) Amounts Held for Future Distribution or (C) funds received from the sale of Receivables under the Receivables Purchase Agreement, where such Delinquency Advances, Servicing Advances, (A), (B) and (C) are measured as of the close of business on the Freddie Mac Advance Date (for Delinquency Advances) for such month.

“Monthly Servicer Report”: As defined in Section 6.02(a).

“Moody's”: Moody's Investors Service, Inc., or any successor thereto.

“Mortgage Loan”: A loan secured by a mortgage, mortgage deed, deed of trust, or other instrument creating a first lien on or first priority security interest in an estate in fee simple in real property securing the related promissory note together with all riders thereto and amendments thereof or other evidence of indebtedness of the related borrower including any riders, assumption agreements or modifications relating thereto.

“Mortgaged Property” means 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 a Mortgage Loan.

“Mortgagor”: A Person obligated to make payments on a Mortgage Loan.

“MSR Sellers”: Aurora Bank FSB and Aurora Loan Services LLC.

“Nationstar”: Nationstar Mortgage LLC, a Delaware limited liability company.

“Note”:  The Issuer's Agency Servicer Advance Receivables Backed Notes, Series 2012-AW executed, authenticated and delivered hereunder. 

“Note Additional Interest Carryover Shortfall”: With respect to any Payment Date and the Notes, the excess of (i) the sum of (a) the Note Additional Interest Distributable Amount for such Payment Date and (b) without duplication, any unpaid Note Additional Interest Carryover Shortfall for any preceding Payment Date plus interest thereon accrued with respect to each Accrual Period since such preceding Payment Date to the current Payment Date at a rate equal to the sum of the Note Floating Rate plus the Note Post-ARD Additional Rate over (ii) the amount of such interest described in clause (i) above, if any, actually paid to the Noteholders on such Payment Date pursuant to Section 2.10(c)(vii)(C).

“Note Additional Interest Distributable Amount”: With respect to any Payment Date, the related Accrual Period and the Notes, an amount equal to the sum of the Daily Interest Amounts (Post-ARD) for the Notes and all days in the related Accrual Period.

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“Note Default Additional Rate”: With respect to the Notes and each Accrual Period during the occurrence and continuance of an Event of Default, the per annum rate equal to [***]%.

“Note Default Interest Carryover Shortfall”: With respect to any Payment Date and the Notes, the excess of (i) the sum of (a) the Note Default Interest Distributable Amount for such Payment Date and (b) without duplication, any unpaid Note Default Interest Carryover Shortfall for any preceding Payment Date plus interest thereon accrued with respect to each Accrual Period since such preceding Payment Date to the current Payment Date at a rate equal to the sum of the Note Floating Rate plus the Note Default Additional Rate over (ii) the amount of such interest described in clause (i) above, if any, actually paid to the Noteholders on such Payment Date pursuant to pursuant to Section 2.10(c)(vii)(C).

“Note Default Interest Distributable Amount”: With respect to any Payment Date, the related Accrual Period and the Notes, an amount equal to the sum of the Daily Interest Amounts (Post-EOD) for the Notes and all days in the related Accrual Period.

“Note Floating Rate”: With respect to each Accrual Period and the Notes, the per annum rate equal to the sum of (a) LIBOR for such Accrual Period, and (b) the Note Margin Rate.

“Note Interest Carryover Shortfall”: With respect to any Payment Date and the Notes, the excess of (i) the sum of (a) the Note Interest Distributable Amount for such Payment Date and (b) without duplication, any unpaid Note Interest Carryover Shortfall for any preceding Payment Date plus interest thereon accrued with respect to each Accrual Period since such preceding Payment Date to the current Payment Date at a rate equal to the sum of the Note Floating Rate plus the Note Default Additional Rate over (ii) the amount of such interest described in clause (i) above, if any, actually paid to the Noteholders on such Payment Date pursuant to pursuant to Section 2.10(c)(iv).

“Note Interest Distributable Amount”: With respect to any Payment Date, the related Accrual Period and the Notes, an amount equal to the sum of the Daily Interest Amounts for the Notes and all days in the related Accrual Period.

“Note Margin Rate”: [***]%.

“Note Post-ARD Additional Rate”: With respect to the Notes and any date of determination during the occurrence and continuance of an Early Amortization Event (other than under clause (a) of the definition thereof), the following per annum rates: (i) for the period beginning on the first day after the termination of the Funding Period and ending three (3) months thereafter, the rate equal to the product of (a) [***] and (b) the applicable Note Margin Rate; (ii) for the period beginning at the end of the previous three (3) month period set forth in clause (i) of this definition and ending three (3) months thereafter, the rate equal to the product of (a) [***] and (b) the applicable Note Margin Rate; and (iii) at the beginning of every three (3) month period thereafter, the rate equal to the Note Margin Rate.

“Note Payment Account”: The trust account or accounts created and maintained by the Indenture Trustee pursuant to Section 2.09 which shall be entitled “Wells Fargo Bank, N.A., as Indenture Trustee, in trust for the registered Noteholders of Nationstar Agency Advance Funding Trust 2012-AW Agency Servicer Advance Receivables Backed Notes, Series 2012-AW, Note Payment Account” and which must be an Eligible Account.

“Note Principal Balance”:  With respect to the Notes, as of any date of determination, (A) the sum of (i) the balance of the Notes as of the Closing Date and (ii) all Additional Note Balances purchased on or prior to such date pursuant to the Note Purchase Agreement minus (B) all amounts previously distributed in respect of principal of the Notes on or prior to such date.

“Note Purchase Agreement”: The Note Purchase Agreement, dated as of June 12, 2012, among the Issuer, the Note Purchaser and the Agent.

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“Note Purchaser”: The Person party to the Note Purchase Agreement, identified as a “Purchaser” as defined thereunder.

“Note Redemption Amount”: With respect to any Clean-up Call Date or Redemption Date related to a Total Redemption, an amount, without duplication, equal to the sum of (i) the then outstanding Note Principal Balance of the Notes, plus the aggregate accrued but unpaid Note Interest Distributable Amount, Note Additional Interest Distributable Amount, and Note Default Interest Distributable Amount, (ii) the aggregate of any accrued but unpaid Note Interest Carryover Shortfall, Note Additional Interest Carryover Shortfall, and Note Default Interest Carryover Shortfall as of the related Redemption Date or Clean-up Call Date, as applicable, (iii) any payments due to the applicable Swap Provider under any Swap Agreement (including any termination payments), and (iv) any fees, indemnities and expenses due and unpaid, including, but not limited to, any accrued and unpaid Cumulative Facility Fee Payment Amounts on such Redemption Date or Clean-up Call Date, as applicable.

With respect to any Redemption Date and a Partial Redemption, an amount, without duplication, equal to the sum of (i) the Collateral Value of the Receivables identified on the related Redemption Notice, (ii) the product of (a) the Applicable Redemption Percentage and (b) the sum of (1) the aggregate accrued but unpaid Note Interest Distributable Amount, Note Additional Interest Distributable Amount, and Note Default Interest Distributable Amount as of the related Redemption Date, (2) the aggregate of any accrued but unpaid Note Interest Carryover Shortfall, Note Additional Interest Carryover Shortfall, and Note Default Interest Carryover Shortfall, as of the related Redemption Date and (3) any fees, indemnities and expenses related to such Redemption Date, and (iii) any termination payments required to be made in connection with a corresponding reduction in the notional balance of the Swap Agreements.

“Note Register”: As defined in Section 2.05(a) hereof.

“Note Registrar”: As defined in Section 2.05(a) hereof.

“Noteholder” or “Holder”: With respect to any Note, the Person in whose name such Note is registered on the Note Register maintained pursuant to Section 2.05 hereof.

“Officer's Certificate”: A certificate signed by any Authorized Officer of the Issuer or a Responsible Officer of the Indenture Trustee, as the case may be, or, with respect to Sections 8.01, 8.02, 9.08 and 11.02, a Responsible Officer of the Administrator.

“Opinion of Counsel”: A written opinion of counsel, who shall be selected by the Person required to provide such Opinion of Counsel (and reasonably acceptable to the Indenture Trustee). The cost of obtaining such opinion shall be borne by the Person required to provide such Opinion of Counsel.

“Option Notice”: As defined in Section 2.19 hereof.

“Option Purchase Date”: As defined in Section 2.19 hereof.

“OTS”: Office of Thrift Supervision or any successor thereto.

“Outstanding”: When used with respect to Notes, means, as of any date of determination, any Note theretofore authenticated and delivered under this Indenture, except:

(i)Notes theretofore canceled by the Note Registrar or delivered to the Note Registrar for cancellation (other than any Note as to which any amount that has become due and payable in respect thereof has not been paid in full); and

(ii)Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Note Registrar proof satisfactory to it that such Notes are held by a bona fide purchaser in whose hands such Notes are valid obligations of the Issuer;

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provided, however, that in determining whether the Holders of the requisite aggregate Note Principal Balance of Outstanding Notes have given any request, demand, authorization, vote, direction, notice, consent or waiver hereunder, Notes owned by an Interested Person shall be disregarded and deemed not to be Outstanding (unless any such Person or Persons owns all the Notes), except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, vote, direction, notice, consent or waiver, only Notes which the Note Registrar knows to be so owned shall be so disregarded. Notes owned by an Interested Person which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Note Registrar in its sole discretion the pledgee's right to act with respect to such Notes and that the pledgee is not an Interested Person.

“Ownership Interest”: As to any Note, any ownership or security interest in such Note as held by the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.

“Owner Trustee”: Wilmington Trust, National Association and its successors and assigns, acting not in its individual capacity, but solely as owner trustee under the Trust Agreement.

“Partial Redemption”: As defined in Section 2.16(a).

“Payment Date”: The 27th day of each calendar month, or, if such 27th day is not a Business Day, the next succeeding Business Day, commencing in June 2012, or, with respect to a Total Redemption or a Clean-up Call, the applicable Redemption Date or the Clean-up Call Date, as applicable.

“Payment Date Report”: As defined in Section 6.02(b).

“Percentage Interest”: With respect to any Note and as of any date of determination, the percentage equal to a fraction, the numerator of which is the principal balance of such Note as of such date of determination and the denominator of which is the Note Principal Balance.

“Permitted Holders”: Fortress Investment Group LLC and any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, Fortress Investment Group LLC. For purposes of this definition, 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.

“Permitted Investments”: Any one or more of the following obligations and securities:

(i) direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States Treasury or units of money market funds which invest solely in direct obligations of and repurchase agreements backed by direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States Treasury; provided, however; any such repurchase agreement backed by direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States Treasury shall not have a stated maturity greater than 30 days;

(ii)repurchase agreements on obligations specified in clause (i) maturing not more than thirty days from the date of acquisition thereof; provided,that the short-term unsecured debt obligations of the party agreeing to repurchase such obligations are at the time rated by each of Moody's and S&P in the following rating categories for unsecured short-term debt: “A-1+” or “A-1” for S&P and “P-1” for Moody's;

(iii)certificates of deposit, time deposits and bankers' acceptances of any U.S. depository institution or trust company incorporated under the laws of the United States or any state thereof and subject to supervision and examination by a federal and/or state banking authority of the United States; provided,that at the date of acquisition thereof, such depository institution or trust company is rated by each of Moody's and S&P in the following rating categories for unsecured short-term debt: “A-1+” or “A-1” for S&P and “P-1” for Moody's or, with respect to

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the Indenture Trustee or any Affiliate thereof, the unsecured short-term debt obligations of the Indenture Trustee or any Affiliate thereof at the date of acquisition thereof satisfy the requirements of an Eligible Account; and

(iv)additional obligations and/or securities which are approved in writing by the Agent in its sole and absolute discretion and which may, at any time after being approved by the Agent, subsequently be determined to be ineligible by the Agent, in its sole and absolute discretion;

provided, that each of the foregoing investments shall mature no later than the Business Day prior to the Payment Date immediately following the date of purchase thereof (other than in the case of the investment of moneys in instruments of which the Indenture Trustee is the obligor, which may mature on the related Payment Date), and shall be required to be held to such maturity; and provided further, that each of the Permitted Investments may be purchased and/or managed by the Indenture Trustee through an Affiliate of the Indenture Trustee.

Permitted Investments are only those which are acquired by the Indenture Trustee in its name and in its capacity as Indenture Trustee, and with respect to which (A) the Indenture Trustee has noted its interest therein on its books and records, and (B) the Indenture Trustee has purchased such investments for value without notice of any adverse claim thereto (and, if such investments are securities or other financial assets or interests therein, within the meaning of Section 8-102 of the UCC, without acting in collusion with a Securities Intermediary in violating such Securities Intermediary's obligations to entitlement holders in such assets, under Section 8-504 of the UCC, to maintain a sufficient quantity of such assets in favor of such entitlement holders), and (C) either (i) such investments are in the possession of the Indenture Trustee or (ii) such investments, (x) if certificated securities and in bearer form, have been delivered to the Indenture Trustee, or if in registered form, have been delivered to the Indenture Trustee and either registered by the issuer in the name of the Indenture Trustee or endorsed by effective endorsement to the Indenture Trustee or in blank; (y) if uncertificated securities, ownership of such securities has been registered in the name of the Indenture Trustee on the books of the issuer thereof (or another person, other than a Securities Intermediary, either has become the registered owner of the uncertificated security on behalf of the Indenture Trustee or, having previously become the registered owner, acknowledges that it holds for the Indenture Trustee); or (z) if securities entitlements representing interests in securities or other financial assets (or interests therein) held by a Securities Intermediary, a Securities Intermediary indicates by book entry that a security or other financial asset has been credited to the Indenture Trustee's Securities Account with such Securities Intermediary. No instrument described hereunder may be purchased at a price greater than par, if such instrument may be prepaid or called at a price less than its purchase price prior to its stated maturity.

“Permitted Lien”: Any of the following:

(i)Liens for taxes, assessments, or similar charges, incurred in the ordinary course of business and which are not yet due and payable;

(ii)judgment Liens in respect of judgments against the Seller that have been stayed pending appeal; and

(iii)Any Lien arising pursuant to the terms and provisions of the Transaction Documents.

“Person”: Any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, or any federal, state, county or municipal government or any political subdivision thereof.

“Plan”: As defined in Section 2.05(c) hereof.

“Pool Termination Event”: Any of the following conditions or events:

(h)the (i) giving or receiving of notice of resignation or termination as Servicer by Nationstar, (ii) receipt by the Servicer of notice of an event of default by the Servicer under the Servicing Contract that is not cured or waived within the time periods specified in the Servicing Contract, or (iii) threatened termination of the Servicer by Freddie Mac in writing related to any default existing

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for ten (10) or more days by the Servicer under the Servicing Contract;

(i)the Freddie Mac Pool contains fewer than [***] Mortgage Loans;

(j)the unpaid principal balance of the Mortgage Loans in the Freddie Mac Pool is less than $[***]; or

(k)the Monthly Reimbursement Rate is less than [***]%.

“Posted Collateral”: As such term (or term of substantially similar import howsoever denominated or defined) is defined in any Hedge Agreement.

“Posted Collateral Account”: As defined in Section 2.20(d) herein.

“Posted Collateral Custodian”: As defined in Section 2.20(d) herein.

“Proceeding”: Any suit in equity, action at law or other judicial or administrative proceeding.

“P&I Borrowing Base Amount”:  With respect to any Eligible Receivable relating to a Delinquency Advance, an amount equal to the difference between (a) the related Receivables Balance and (b) the sum of Amounts Held for Future Distribution borrowed by the Servicer with respect to such Delinquency Advance and not reimbursed. With respect to any Receivable that is not an Eligible Receivable, the P&I Borrowing Base Amount shall be $0.00.

“QIB”: A “qualified institutional buyer” as defined in Rule 144A under the 1933 Act.

“Rating Agency”: S&P or its successors in interest. If such rating agency or any related successor does not remain in existence, “Rating Agency” shall be deemed to refer to such other nationally recognized statistical rating organization or other comparable Person designated by the Issuer, and specific S&P ratings referenced herein shall be deemed to refer to the equivalent ratings of the party so designated. References herein to “applicable rating category” (other than any such references to “highest applicable rating category”) shall be deemed to refer to such applicable rating category of S&P without regard to any plus or minus or other comparable rating qualification.

“Receivable”: The right to reimbursement from the collections on or with respect to the Mortgage Loans included in the Freddie Mac Pool or from the Collection Account or Freddie Mac for a Delinquency Advance or Servicing Advance not theretofore reimbursed, and all rights of the Servicer, as applicable, to enforce payment of such obligations under the Servicing Contract.

“Receivable File”: With respect to each Receivable, collectively, the following documents:

(i)a copy of the Servicing Contract (other than the Freddie Mac Servicing Guide) and each amendment and modification thereto (unless previously provided in another Receivable File);

(ii)a copy of the electronic file setting forth the Monthly Servicer Reports listing the current Receivables Balance Granted to the Indenture Trustee to comprise part of the Trust Estate; and

(iii)a copy of the electronic file containing the related Funding Date Report.

“Receivables Balance”: As of any date of determination and with respect to a Receivable, the outstanding unreimbursed amount of such Receivable. For purposes of determining the Collateral Value, a Receivable shall be deemed unreimbursed until the cash reimbursement thereof is deposited into the Reimbursement Account.

“Receivables Purchase Agreement”: The Receivables Purchase Agreement, dated of June 12, 2012, among the Seller, the Depositor and the Issuer.

“Reconciled Market Value”: With respect to any date of determination and an underlying residential property subject to a Mortgage Loan or an REO property, the value of such property as reflected on the Servicer's system of record.

“Record Date”:  With respect to any Payment Date, the last Business Day of the month immediately preceding

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the month in which such Payment Date occurs.

“Redemption Date”: The date specified in the Redemption Notice as of which all or the applicable portion of the outstanding Note Principal Balance is redeemed in accordance with Section 2.16 of the Indenture.

“Redemption Option”: The right of the Issuer to redeem the Notes in accordance with Section 2.16 of the Indenture.

“Reference Rate”: As defined in the Note Purchase Agreement.

“Reimbursement Account”: The account or accounts created and maintained pursuant to Section 2.09, which shall be entitled “Wells Fargo Bank, N.A., as Indenture Trustee, in trust for registered Holders of Nationstar Agency Advance Funding Trust 2012-AW Agency Servicer Advance Receivables Backed Notes, Series 2012-AW, Reimbursement Account” and which must be an Eligible Account.

“REO Property”: A Mortgaged Property acquired by Freddie Mac through foreclosure or deed-in-lieu of foreclosure.

“Repurchase Price”: As defined in Section 6.02 of the Receivables Purchase Agreement.

“Required Noteholders”: Noteholders with 66 2/3% or more in aggregate of the sum of Commitments set forth in the Note Purchase Agreement.

“Required Reserve Amount”: On any date of determination, an amount equal to [***]% of the Note Principal Balance (after giving effect to all payments of principal in respect of the Notes on such date or, if such date is not a Payment Date, on the immediately preceding Payment Date and Funding Dates)

“Reserve Account”: The segregated account or accounts, each of which shall be an Eligible Account, established and maintained pursuant to Section 2.09 and entitled, “Wells Fargo Bank, N.A., as Indenture Trustee in trust for the Noteholders of the Nationstar Agency Advance Funding Trust 2012-AW Agency Servicer Advance Receivables Backed Notes, Series 2012-AW, Reserve Account.”

“Responsible Officer”: With respect to the Indenture Trustee, any officer of the Indenture Trustee assigned to its corporate trust services group, including any vice president, assistant vice president, assistant treasurer or trust officer customarily performing functions with respect to corporate trust matters and, with respect to a particular corporate trust matter under this Indenture, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject, in each case, having direct responsibility for the administration of this Indenture.

“Rule 144A”: Rule 144A under the 1933 Act.

“S&P”: Standard & Poor's Rating Services, a Division of The McGraw-Hill Companies, Inc.

“Schedule of Additional Receivables”: An electronic file listing by loan number and indicating the amount of advance, and Advance Category, all the Additional Receivables sold and/or contributed to the Issuer under the Receivables Purchase Agreement and Granted to the Indenture Trustee since the most recent previously delivered such schedule.

“Schedule of Initial Receivables”: An electronic file listing by loan number, amount of advance and Advance Category, all the Initial Receivables sold and/or contributed to the Issuer under the Receivables Purchase Agreement and Granted to the Indenture Trustee on the Initial Funding Date.

“Secured Parties”: The Noteholders, the Agent, any Swap Provider, the Indemnified Parties and the Indenture Trustee.

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“Securities Intermediary”: Shall have the meaning given such term in Section 8-102(a)(14) of the UCC, and where appropriate, shall have the meaning set forth in Section 2.17(a) hereof.

“Security Entitlement”: As defined in Section 8-102(a)(17) of the UCC.

“Seller”: Nationstar.

“Servicer”: Nationstar, in its capacity as servicer of the Mortgage Loans included in the Freddie Mac Pool pursuant to the Servicing Contract and any successor servicer appointed thereunder.

“Servicer Termination Event”: With respect to the Servicing Contract, the occurrence of any events or conditions, and the passage of any cure periods and giving to and receipt by the Servicer of any required notices, as a result of which any Person has the present right to terminate the Servicer as Servicer under the Servicing Contract, which event has not been waived.

“Servicing Advances”: Any of the following advances made by the Servicer (or any predecessor servicer prior to the date hereof) with respect to, or in connection with, a Mortgage Loan in the Freddie Mac Pool in accordance with the Servicing Contract:

(i)advances made in respect of real estate taxes and assessments or hazard, flood or primary mortgage insurance premiums;

(ii)advances made to inspect, protect, preserve or repair properties that secure Mortgage Loans or that have been acquired through foreclosure or deed in lieu of foreclosure or other similar action pending disposition thereof, or for similar or related purposes, including, but not limited to, necessary legal fees and costs expended or incurred by the Servicer (or any predecessor servicer) in connection with foreclosure, bankruptcy, eviction or litigation actions with or involving Mortgagors on Mortgage Loans, as well as costs to obtain clear title to such a property, to protect the priority of the lien created by a Mortgage Loan on such a property, and to dispose of properties taken through foreclosure or by deed in lieu thereof or other similar action,

(iii) any advance made by the Servicer (including any predecessor servicer) pursuant to a Servicing Contract to foreclose or undertake similar action with respect to a Mortgage Loan, and

(iv)any other out of pocket expenses incurred by the Servicer (including any predecessor servicer) pursuant to the Servicing Contract (including, for example, costs and expenses incurred in loss mitigation efforts and in processing assumptions of Mortgage Loans that are reimbursable by Freddie Mac).

Servicing Advances will be reported by the Servicer in the Monthly Servicer Report under the advance type headings “Servicing Advance”, “Corporate Advance”, “Escrow Advance” or a similar heading.

“Servicing Compensation”: Servicing fees, late payment charges, assumption fees, insufficient funds charges and ancillary income (other than prepayment charges) related to the Mortgage Loans payable to the Servicer under the Servicing Contract.

“Servicing Contract”: The Freddie Mac Servicing Guide, as supplemented or amended from time to time, and any other related purchase contracts or supplemental servicing agreements related thereto, howsoever denominated or defined pursuant to which the Servicer is servicing the Mortgage Loans in the Freddie Mac Pool for and on behalf of Freddie Mac, and any related announcements, directives and correspondence issued by Freddie Mac, each as may be amended, modified or supplemented from time to time and collectively referred to herein as the “Servicing Contract”.

“Servicing Standards”: As defined in Section 9.04 of the Receivables Purchase Agreement.

“Skip Funding Date”: As defined in Section 2.01 of the Receivables Purchase Agreement.

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“Stated Maturity Date”: With respect to the Notes, the date that is twelve (12) months after the Initial Funding Date, as such date may be amended from time to time, as of which date the principal of and accrued but unpaid interest on the Notes shall become due and payable as herein provided.

“Successor Person”: As defined in Section 9.09(a)(i) herein.

“Swap Agreement”: Any interest rate swap agreement or agreements entered into from time to time, between the Swap Provider and the Hedge Enforcement Party on behalf of the Issuer, including any schedule, confirmations, credit support annex or other credit support document relating thereto.

“Swap Provider”: The swap provider under any Swap Agreement and thereafter, any successors and assigns in such capacity that at least meet the requirements for a replacement swap provider as set forth under the applicable Swap Agreement and Section 2.20(b) hereof.

“Tax Opinion”: An opinion of Independent counsel to the effect that (A) if any Notes are being issued or are deemed to be issued on the date of such Tax Opinion and such Notes are considered to be both issued and outstanding for U.S. federal income tax purposes, (i) the Issuer will not be subject to tax on its net income as (x) an association taxable as a corporation, (y) a publicly traded partnership taxable as a corporation or (z) a taxable mortgage pool taxable as a corporation, each for U.S. federal income tax purposes and (ii) the Notes being issued or deemed to be issued on such date that are considered to be both issued and outstanding for U.S. federal income tax purposes will be treated as debt for U.S. federal income tax purposes or (B) in all other cases, the Issuer will not become subject to U.S. federal income taxation on its net income.

“Total Redemption”: As defined in Section 2.16(a).

“Transaction Documents”: This Indenture, the Receivables Purchase Agreement, the Note Purchase Agreement, the Trust Agreement, the Verification Agent Letter, the Notes, the Administration Agreement, any Hedge Agreements, and any other instrument, certificate or agreement relating to the transactions contemplated hereunder or thereunder, but not including the Servicing Contract.

“Treasury Regulations”: Temporary, final or proposed regulations (to the extent that by reason of their proposed effective date such proposed regulations would apply to the Issuer) of the United States Department of the Treasury.

“Trust Agreement”: The Amended and Restated Trust Agreement, dated June 12, 2012 by and among the Administrator, the Depositor and the Owner Trustee.

“Trust Certificate”: As defined in the Trust Agreement.

“Trust Estate”: As defined in the Granting Clause.

“Trustee Report”: As defined in Section 6.01(a) herein.

“UCC”: The Uniform Commercial Code as in effect in any applicable jurisdiction.

“UCC Financing Statement”: A financing statement executed and in form sufficient for filing pursuant to the UCC, as in effect in the relevant jurisdiction.

“Verification Agent”: American Mortgage Consultants, Inc., or another verification agent selected by the Seller and consented to in writing by the Agent (such consent not to be unreasonably withheld), or its successor as verification agent in respect of the Aggregate Receivables under the Verification Agent Letter.

“Verification Agent Fee”: The amount payable to the Verification Agent for its services under the Verification Agent Letter.

“Verification Agent Letter”: The letter agreement, dated as of June 12, 2012, among the Seller, the Agent and

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the Verification Agent, regarding the scope of services, as the same relate to the services to be provided pursuant to Exhibit A thereto, to be provided by the Verification Agent in respect of the Aggregate Receivables, and any other agreement with the Verification Agent approved by the Seller, the Issuer and the Noteholders.

Section 1.02 Rules of Construction.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1)the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2)all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States;

(3)the word “including” shall be construed to be followed by the words “without limitation”;

(4)article and section headings are for the convenience of the reader and shall not be considered in interpreting this Indenture or the intent of the parties hereto;

(5)the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular article, section or other subdivision;

(6)the pronouns used herein are used in the masculine and neuter genders but shall be construed as feminine, masculine or neuter, as the context requires;

(7)any reference to “Mortgage Loan” or “Current-Paying Mortgage Loan”, or any similar reference to a mortgage loan in this Indenture and any other Transaction Document, shall only mean any such mortgage loan serviced by the Servicer under the Servicing Contract; and

(8)any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, restated, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns.

ARTICLE II THE NOTES

Section 2.01 Forms; Denominations; Conditions Precedent.

(a).The Notes shall be substantially in the form attached hereto as Exhibit A provided that any of the Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Notes are admitted to trading, or to conform to general usage. The Notes will be issued only in registered and certificated form. The Notes will be issuable only in denominations of not less than $100,000 and in integral multiples of $1,000 in excess thereof.

(b).The Notes to be issued under this Indenture may be executed by the Issuer and delivered to the Indenture Trustee for authentication and thereupon the same shall be authenticated and delivered by the Indenture Trustee upon Issuer Request, upon compliance with the terms and provisions of this Indenture and the following: (i) satisfaction of the conditions precedent contained in Section 4.01 of the Note Purchase Agreement as evidenced by an Officer's Certificate by the Issuer; and (ii) satisfaction of the conditions precedent contained in Section 3.01 of the Receivables Purchase Agreement as evidenced by an Officer's Certificate by the Issuer. 

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Section 2.02 Execution, Authentication, Delivery and Dating.

(a).The Notes shall be executed by manual or facsimile signature on behalf of the Issuer by any Authorized Officer of the Issuer. Notes bearing the manual or facsimile signatures of individuals who were at any time the authorized officers of the Issuer shall be entitled to all benefits under this Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. No Note shall be entitled to any benefit under this Indenture, or be valid for any purpose, however, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. All Notes shall be dated the date of their authentication.

(b).Upon the written request of the Issuer, the Indenture Trustee shall and, at the election of the Indenture Trustee, the Indenture Trustee may appoint one or more agents (each an “Authenticating Agent”) with power to act on its behalf and subject to its direction in the authentication of Notes in connection with the transfers and exchanges under Sections 2.05 and 2.06, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate the Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent shall be deemed to be the authentication of Notes “by the Indenture Trustee.” The Indenture Trustee shall be the initial Authenticating Agent.

Any corporation, bank, trust company or association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation, bank, trust company or association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation, bank, trust company or association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation, bank, trust company or association.

Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Issuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may, or at the direction of the Issuer shall, promptly appoint a successor Authenticating Agent, give written notice of such appointment to the Issuer and give notice of such appointment to the Noteholders. Upon the resignation or termination of the Authenticating Agent and prior to the appointment of a successor, the Indenture Trustee shall act as Authenticating Agent.

Each Authenticating Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as if it were the Indenture Trustee.

Section 2.03 Acknowledgment of Receipt of the Receivables.

(a).Upon receipt by it of the Receivable Files with respect to the Initial Receivables and all other assets to be delivered to it in accordance with this Indenture and included in the Trust Estate on the Initial Funding Date, the Indenture Trustee shall notify the Issuer and the Noteholders and acknowledge such receipt. In each case, such receipt shall be in good faith and without notice of any adverse claim. The Indenture Trustee declares that it will hold such documents and the other documents received by it that constitute portions of the Receivables Files received after the Initial Funding Date, and that it will hold all assets included in the Trust Estate, on behalf of all present and future Secured Parties.

(b).The Indenture Trustee shall not be under any duty or obligation to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Receivables delivered to it to determine that the same are valid, legal, effective, genuine, enforceable, in recordable form if recordation is required, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face.

The Indenture Trustee shall not assign, sell, dispose of or transfer any interest in the Receivables or any other

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asset constituting the Trust Estate (except as expressly provided herein) or knowingly permit the Receivables or any other asset constituting the Trust Estate to be subjected to any lien (other than Permitted Liens), claim or encumbrance arising by, through or under the Indenture Trustee or any Person claiming by, through or under the Indenture Trustee.

Section 2.04 The Notes Generally.

(c).The aggregate Note Principal Balance of the Notes that may be authenticated and delivered under this Indenture is limited to the Maximum Note Balance, as set forth in this Indenture, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05 and 2.06 below.

(d).Each Note shall rank pari passu with each other Note and be equally and ratably secured by the Trust Estate. All Notes shall be substantially identical except as otherwise to denominations and as expressly permitted in this Indenture.

(e).This Indenture shall evidence a continuing lien on and security interest in the Trust Estate to secure the full payment of the principal, interest and other amounts on all the Notes, which (except as otherwise expressly provided herein) shall in all respects be equally and ratably secured hereby without preference, priority or distinction on account of the actual time or times of the authentication and delivery of such Notes.

Section 2.05 Registration of Transfer and Exchange of Notes.

(f).At all times during the term of this Indenture, there shall be maintained at the office of a registrar appointed by the Issuer (the “Note Registrar”) a register (the “Note Register”) in which, subject to such reasonable regulations as the Note Registrar may prescribe, the Note Registrar shall provide for the registration of Notes and of transfers and exchanges of Notes as herein provided. The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. The Indenture Trustee may appoint, by a written instrument delivered to the Issuer, any other bank or trust company to act as Note Registrar under such conditions as the Indenture Trustee may prescribe; provided, that the Indenture Trustee shall not be relieved of any of its duties or responsibilities hereunder as Note Registrar by reason of such appointment. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor indenture trustee shall immediately succeed to its predecessor's duties as Note Registrar. The Issuer and the Noteholders shall have the right to inspect the Note Register or to obtain a copy thereof at all reasonable times upon reasonable prior notice, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register.

(g).No transfer, sale, pledge or other disposition of any Note shall be made unless the Note Registrar and the Indenture Trustee shall have received (i) the prior written consent of the Depositor (which such consent shall not be unreasonably withheld) and (ii) a certificate from the prospective transferee substantially in the form attached as Exhibit B hereto. If a transfer of any Note is made without the receipt by the Note Registrar and the Indenture Trustee of the prior written consent of the Depositor (which such consent shall not be unreasonably withheld) and a certificate from the prospective transferee substantially in the form attached as Exhibit B hereto, the Note Registrar shall refuse to register such transfer unless it and the Indenture Trustee receive (and upon receipt, may conclusively rely upon) such items. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the 1933 Act or any other securities law.

(h).By acquiring a Note, each purchaser of a Note shall represent, warrant and covenant that either (i) it is not acquiring such Note with the assets of an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA or Section 4975 of the Code (each, a “Plan”) or any other plan subject to a federal, state, local, non-U.S. or other law that is substantially similar to Title I of ERISA or Section 4975 of the Code, or (ii) the acquisition, holding and disposition of such Notes will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a nonexempt violation under any federal, state, local, non-U.S. or other substantially similar law. Furthermore, by acquiring a Note, the Note Purchaser will be deemed to give the Indenture Trustee on behalf of the Issuer a binding instruction to enter into the Hedge Agreements and the transactions thereunder, and each transferee will, by the acquisition of such Note, be deemed to have given the Indenture Trustee on behalf of the Issuer a binding instruction to enter into transactions pursuant to the Hedge Agreements.

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(i).If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to certify that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in subsections (b) and (c) of this Section 2.05.

(j).Subject to the preceding provisions of this Section 2.05, upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purpose, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of a like aggregate Note Principal Balance.

(k).At the option of any Noteholder, its Notes may be exchanged for other Notes of authorized denominations of a like aggregate Note Principal Balance, upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes which the Noteholder making the exchange is entitled to receive.

(l).Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar or the Indenture Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Note Registrar and the Indenture Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing.

(m).No service charge shall be imposed for any transfer or exchange of Notes but the Issuer, the Indenture Trustee or the Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes.

(n).All Notes surrendered for transfer and exchange shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard procedures.

(o).The Note Registrar shall provide to each of the Issuer and any Noteholder, upon reasonable written request and at the expense of the requesting party, an updated copy of the Note Register.

(p).Subject to Section 9.07(b) of the Note Purchase Agreement, the Indenture Trustee shall not permit a transfer of any Note unless such transfer, is consented to in writing by the Depositor (which such consent shall not be unreasonably withheld); provided, however, this Section 2.05(k) does not apply to the transfer of a participation interest of a Note or the transfer of all or a portion of a Note that does not include the Commitment of the related Note Purchaser under the Note Purchase Agreement.

Section 2.06 Mutilated, Destroyed, Lost or Stolen Notes.

If any mutilated Note is surrendered to the Note Registrar, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in exchange therefor, a new Note of the same principal amount and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Issuer, the Indenture Trustee and the Note Registrar (i) evidence to their satisfaction of the destruction (including mutilation tantamount to destruction), loss or theft of any Note and the ownership thereof, and (ii) such security or indemnity as may be reasonably required by them to hold each of them, and any agent of any of them harmless, then, in the absence of notice to the Issuer or the Note Registrar that such Note has been acquired by a bona fide purchaser, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a new Note of the same tenor and denomination registered in the same manner, dated the date of its authentication and bearing a number not contemporaneously outstanding.

Upon the issuance of any new Note under this Section 2.06, the Issuer, the Indenture Trustee and the Note Registrar may require the payment by the Noteholder of an amount sufficient to pay or discharge any tax or other

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governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Authenticating Agent, the Note Registrar and the Indenture Trustee) in connection therewith.

Every new Note issued pursuant to this Section 2.06 in lieu of any destroyed, mutilated, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, mutilated, lost or stolen Note shall be at any time enforceable by any Person, and such new Note shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section 2.06 are exclusive and shall preclude (to the extent permitted by applicable law) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.07 Noteholder Lists.

The Note Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Noteholders, which list, upon request, will be made available to the Indenture Trustee insofar as the Indenture Trustee is no longer the Note Registrar. Upon written request of any Noteholder at the Noteholder's expense made for purposes of communicating with other Noteholders with respect to their rights under this Indenture, the Note Registrar shall promptly furnish such Noteholder with a list of the other Noteholders of record identified in the Note Register at the time of the request. Every Noteholder, by receiving such access, agrees with the Note Registrar that the Note Registrar will not be held accountable in any way by reason of the disclosure of any information as to the names and addresses of any Noteholder regardless of the source from which such information was derived.

Section 2.08 Persons Deemed Owners.

The Issuer, the Indenture Trustee, the Note Registrar and any agents of any of them may treat the Person in whose name a Note is registered as the owner of such Note for the purpose of receiving payments of principal, interest and other amounts in respect of such Note and for all other purposes, whether or not such Note shall be overdue, and none of the Issuer, the Indenture Trustee, the Note Registrar or any agents of any of them, shall be affected by notice to the contrary.

Section 2.09 Accounts.

a.On or prior to the date hereof, the Indenture Trustee shall establish in its name, as Indenture Trustee, the Reimbursement Account, the Note Payment Account, the Reserve Account and the Funding Account. The Indenture Trustee shall establish a Hedge Account and Posted Collateral Account in accordance with Section 2.20. Except as provided in this Indenture, the Indenture Trustee, in accordance with the terms of this Indenture, shall have exclusive control and sole right of withdrawal with respect to the Accounts. Funds in the Accounts shall not be commingled with any other moneys. All moneys deposited from time to time in the Accounts (including any securities or instruments in which such moneys are invested) shall be held by and under the control of the Indenture Trustee in the Accounts for the benefit of the Secured Parties and the Issuer as herein provided. All amounts received by the Indenture Trustee, including, without limitation, amounts received from the Servicer in respect of the Aggregate Receivables and amounts received from the Seller as Repurchase Prices, shall be deposited into the Reimbursement Account within one (1) Business Day following receipt by the Indenture Trustee and shall be applied in accordance with the terms of this Indenture. In addition, the Issuer may, from time to time, remit additional funds to the Indenture Trustee for deposit into the Reimbursement Account to be applied for the purposes set forth herein.

b.All of the funds on deposit in the Accounts other than the Posted Collateral Account may be invested and reinvested by the Indenture Trustee at the written direction of the Agent in one or more Permitted Investments, subject to the following requirements:

i.such Permitted Investments shall mature not later than one (1) Business Day prior to the next Payment Date or Funding Date, whichever is sooner (except that if such Permitted Investment is an obligation of or is managed by the Indenture Trustee or its Affiliate, such Permitted Investment shall not mature later than the next Payment Date or Funding Date, whichever is sooner);

ii.the securities purchased with the moneys in the Accounts shall be deemed to be funds deposited in the related Accounts;

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iii.each such Permitted Investment shall be made in the name of the Indenture Trustee (in its capacity as such) or in the name of a nominee of the Indenture Trustee under the Indenture Trustee's complete and exclusive dominion and control (or, if applicable law provides for perfection of pledges of an instrument not evidenced by a certificate or other instrument through registration of such pledge on books maintained by or on behalf of the issuer of such investment, a Permitted Investment may be made in such instrument notwithstanding that such instrument is not under the dominion and control of the Indenture Trustee, provided that such pledge is so registered);

iv.other than the investments described in the second parenthetical phrase in clause (iii) above, the Indenture Trustee shall have the sole control over such investment, the income thereon and the proceeds thereof;

v.other than the investments described in the second parenthetical phrase in clause (iii) above, any certificate or other instrument evidencing such investment shall be delivered directly to the Indenture Trustee or its agent; and

vi.the proceeds of each investment shall be remitted by the purchaser thereof directly to the Indenture Trustee for deposit in the related Account, subject to withdrawal by the Indenture Trustee as provided herein.

Cash collateral posted by an applicable Hedge Provider in accordance with the terms and provisions of the credit support annex under the applicable Hedge Agreement shall be invested at the direction of the applicable Hedge Provider in Permitted Investments in accordance with the requirements of such Hedge Agreement. In the absence of written direction from the Agent, with respect to the Accounts other than the Posted Collateral Account, and from the Hedge Provider, with respect to the Posted Collateral Account, funds on deposit in the Accounts shall remain un-invested. All amounts earned on Permitted Investments during the prior calendar month shall be deposited into the Note Payment Account on each Payment Date and shall be included in the Available Funds for such Payment Date.

(c)Each of the Accounts shall remain at all times as Eligible Accounts. In the event that any of the Accounts no longer qualifies as an Eligible Account under the definition thereof, the Issuer shall promptly, and in no event later than thirty (30) calendar days following such Account failing to qualify as an Eligible Account, direct the Indenture Trustee to remit all funds in such Account to a specified Eligible Account.

(d)The Servicer shall service the Aggregate Receivables and make deposits into the Accounts in accordance with the Servicing Standards.

(e)Upon the satisfaction and discharge of this Indenture pursuant to Section 3.01 of this Indenture, the Indenture Trustee shall release to the Issuer all amounts, if any, held by it remaining as part of the Trust Estate.

Section 2.10 Payments on the Notes.

c.Subject to Section 2.10(b), the Issuer agrees to pay:

i.prior to the Stated Maturity Date, on each Payment Date and any Redemption Date relating to a Total Redemption, interest on and principal of the Notes in the amounts and in accordance with the priorities set forth in Section 2.10(c), and on each Redemption Date relating to a Partial Redemption, interest on and principal of the Notes in the amounts and in accordance with Section 2.16(a); and

ii.on the Stated Maturity Date, the entire Note Principal Balance of the Notes, together with all accrued and unpaid interest thereon and all fees, costs, expenses, indemnities and all other amounts then due and payable by Issuer (excluding contingent obligations) to the Agent, the Indenture Trustee and the Noteholders pursuant to this Indenture or any other Transaction Document.

Amounts properly withheld under the Code by any Person from a payment to any holder of a Note of interest,

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principal or other amounts, or any such payment set aside on the Final Payment Date for such Note as provided in Section 2.10(b), shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture.

d.With respect to each Payment Date, any interest, principal and other amounts payable on the Notes shall be paid to the Person that is the registered holder thereof at the close of business on the related Record Date; provided, however, that interest, principal and other amounts payable at the Final Payment Date of any Note shall be payable only against surrender thereof at the Corporate Trust Office of the Indenture Trustee. Payments of interest, principal and other amounts on the Notes shall be made on the applicable Payment Date other than the Final Payment Date, subject to applicable laws and regulations, by wire transfer to such account as such Noteholder shall designate by written instruction received by the Indenture Trustee not later than the Record Date related to the applicable Payment Date or otherwise by check mailed on or before the Payment Date to the Person entitled thereto at such Person's address appearing on the Note Register. The Indenture Trustee shall pay each Note in whole or in part as provided herein on its Final Payment Date in immediately available funds from funds in the Note Payment Account as promptly as possible after presentation to the Indenture Trustee of such Note at its Corporate Trust Office but shall initiate such payment no later than 3:00 p.m., New York City time, on the day of such presentation; provided, that such presentation has been made no later than 1:00 p.m., New York City time. If presentation is made after 1:00 p.m., New York City time, on any day, such presentation shall be deemed to have been made on the immediately succeeding Business Day.

Except as provided in the following sentence, if a Note is issued in exchange for any other Note during the period commencing at the close of business at the office or agency where such exchange occurs on any Record Date and ending before the opening of business at such office or agency on the related Payment Date, no interest, principal or other amounts will be payable on such Payment Date in respect of such new Note, but will be payable on such Payment Date only in respect of the prior Note. Interest, principal and other amounts payable on any Note issued in exchange for any other Note during the period commencing at the close of business at the office or agency where such exchange occurs on the Record Date immediately preceding the Final Payment Date for such Notes and ending on the Final Payment Date for such Notes, shall be payable to the Person that surrenders the new Note as provided in this Section 2.10(b).

All payments of interest, principal and other amounts made with respect to any Note will be allocated pro rata among the Outstanding Notes based on the Percentage Interest of that Note. Monthly interest and principal with respect to the Notes shall be determined, allocated and paid in accordance with the procedures set forth in this Indenture.

If any Note on which the final payment was due is not presented for payment on its Final Payment Date, then the Indenture Trustee shall set aside such payment in a segregated account separate from the Note Payment Account but which constitutes an Eligible Account, and the Indenture Trustee and the Issuer shall act in accordance with Section 5.10 in respect of the unclaimed funds.

e.On each Payment Date and any Redemption Date relating to a Total Redemption, the Indenture Trustee shall deposit into the Note Payment Account all funds on deposit in the Reimbursement Account and, to the extent required pursuant to Section 2.20, amounts from the Hedge Account and the Posted Collateral Account and, to the extent required pursuant to Section 2.15, amounts from the Reserve Account and, if applicable, any payments received from the Seller on an Option Purchase Date pursuant to Section 2.19 and any payments received from the Seller or its designee pursuant to Section 7.03(b) and withdraw from the Note Payment Account and apply the Available Funds for such Payment Date or Redemption Date, as applicable, for the following purposes and in the following order of priority, in each case to the extent of remaining funds:

(i)pro rata,

(A) to the Issuer, an amount equal to the sum of its actual expenses (including the fees, expenses and indemnities of the Owner Trustee);

(B) pro rata, to Wells Fargo Bank, N.A. in its capacities as Indenture Trustee, Calculation Agent, Posted Collateral Custodian, Securities Intermediary, Authenticating Agent,

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Note Registrar and Certificate Registrar, an amount equal to the sum of (1) the Indenture Trustee Fee and the Calculation Agent Fee for such Payment Date or Redemption Date, as applicable, (2) any accrued and unpaid Indenture Trustee Fees and Calculation Agent Fees for prior Payment Dates, and (3) any other amounts to which Wells Fargo Bank, N.A., in its capacities as Indenture Trustee, Calculation Agent, Posted Collateral Custodian, Securities Intermediary, Authenticating Agent, Note Registrar and Certificate Registrar are entitled to reimbursement pursuant to this Indenture and the other Transaction Documents; provided, however, that amounts payable pursuant to this clause (i)(B)(3) shall not exceed (a) in the event that no Event of Default has occurred and shall be continuing, $[***] per annum and (b) in the event that an Event of Default has occurred and shall be continuing, $[***] per annum; and

(C) to the Agent, (a) the Cumulative Facility Fee Payment Amount and (b) all costs, expenses and indemnities to which the Agent, in its capacity as Agent, is entitled to reimbursement pursuant to this Indenture and the other Transaction Documents; provided, that (1) prior to an Event of Default, such amounts paid under this clause (i)(C)(b) shall not exceed $[***] per annum and (2) on and following the occurrence of an Event of Default, such amounts paid under this clause (i)(C)(b) shall not exceed $[***] per annum, in each case, unless consented to by 100% of the Noteholders;

(ii)to the Verification Agent, an amount equal to the sum of all accrued and unpaid Verification Agent Fees, in an amount not greater than the amount set forth in the Verification Agent Letter;

(iii)to each Swap Provider, the amount (including termination payments, other than any Defaulted Swap Termination Payment) due under the applicable Swap Agreements, if any;

(iv)to the Holders of the Notes, an amount equal to the Note Interest Distributable Amount for such Payment Date, plus any Note Interest Carryover Shortfall for prior Payment Dates,

(v)up to and including the earlier of (a) the occurrence of an Event of Default and (b) the Stated Maturity Date, to the Reserve Account until the amount on deposit in the Reserve Account equals the Required Reserve Amount;

(vi)during the Funding Period, in the following order of priority:

(A) to the Noteholders, as a payment of principal in an amount equal to the excess of (x) the Note Principal Balance over (y) the Aggregate Collateral Value (after giving effect to any transfer of Receivables on such Payment Date);

(B) to the Funding Account, the Collateral Value of any Additional Receivables to be acquired by the Issuer and Granted to the Indenture Trustee on such Payment Date in accordance with Article VII;

(C) to the Agent and the Noteholders, any other amounts payable by the Seller, the Depositor or the Issuer pursuant to the terms and provisions of the Transaction Documents, including but not limited to any amounts then due as indemnification and any other amounts payable to the Agent and the Noteholders, to the extent not paid previously under the terms and provisions of this Section 2.10(c);

(D) to each Swap Provider, any Defaulted Swap Termination Payments due under the applicable Swap Agreements, if any

(E) to the Indemnified Parties, to the extent not paid pursuant to clauses (i) through (vii)(D) above, any amounts then due to such Indemnified Parties under Section 9.11 of

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this Indenture (which are invoiced to the Issuer and the Indenture Trustee at least three (3) Business Days prior to the Payment Date or Redemption Date, as applicable) and for which reimbursement is not available under clauses (i) through (vii)(D) above or from any other source pursuant to the provisions of the Transaction Documents;

(F) if directed by the Administrator in accordance with Section 2.16(d) hereof, to the Variable Funding Noteholders, to the payment of principal, the related amount specified by the Administrator;

(G) to the Issuer for payment to the Administrator, an amount equal to any fees or expenses incurred by the Administrator in connection with the performance of its obligations under the Administration Agreement, provided that payments to the Issuer for the benefit of Administrator pursuant to this clause (G) shall not exceed $[***] in any calendar year; and

(H) to the Certificateholders, the remaining Available Funds; provided, however, that any amounts due and owing to the Owner Trustee shall be paid prior to such payment;

(vii)following the termination of the Funding Period, in the following order of priority:

(A) to the Noteholders, any remaining Available Funds as a payment of principal until the Note Principal Balance is reduced to zero;

(B) to the Persons entitled thereto, any amounts (other than Defaulted Swap Termination Payments payable under clause (vii)(D) below) payable by the Seller, the Depositor and the Issuer pursuant to the Transaction Documents, including but not limited to any amounts then due as indemnification and any other amounts payable to any Person, to the extent not paid previously under the terms and provisions of this Section 2.10(c); provided, that amounts payable under this clause (vii)(B) may be paid under clause (vii)(E) below with the agreement of the Person entitled to receive such payment in the sole and absolute discretion of such Person;

(C) to the Noteholders, (i) an amount equal to the sum of (a) the Note Additional Interest Distributable Amount for such Payment Date, plus (b) any Note Additional Interest Carryover Shortfall, if any, for prior Payment Dates, and (b) an amount equal to the sum of (x) in the event of the occurrence and continuance of an Event of Default, the Note Default Interest Distributable Amount for such Payment Date, plus (y) any Note Default Interest Carryover Shortfall, if any, for prior Payment Dates;

(D) to each Swap Provider, any Defaulted Swap Termination Payments due under the applicable Swap Agreements, if any;

(E) to the Indemnified Parties, to the extent not paid pursuant to clauses (i) through (vii)(D) above, any amounts then due to such Indemnified Parties under Section 9.11 of this Indenture (which are invoiced to the Issuer and the Indenture Trustee at least three (3) Business Days prior to the Payment Date or Redemption Date, as applicable) and for which reimbursement is not available under the Transaction Documents from an alternative source (including the Seller) or for which the Indemnified Parties have been unable to obtain reimbursement after reasonable efforts; and

(F) to the Certificateholders, the remaining Available Funds; provided, however, that any amounts due and owing to the Owner Trustee shall be paid prior to such payment.

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(d)On each date that is a Funding Date but not a Payment Date (whether or not any Additional Receivables are purchased by the Issuer on such date), the Indenture Trustee shall deposit any Excess Amount from the Reimbursement Account into the Note Payment Account and withdraw from the Note Payment Account and apply such Excess Amount as follows:

(i) first, in accordance with Section 2.10(c)(v);

(ii) second, in accordance with Section 2.10(c)(vi)(A); and

(iii) third, in accordance with Section 2.10(c)(vi)(B) if Additional Receivables are to be purchased by the Issuer on such Funding Date in accordance with Section 7.02.

(e)Upon the occurrence of the initial Hedge Payment Event following the termination of the Funding Period, the Indenture Trustee shall provide written notice of such Hedge Payment Event to the Noteholders, the Agent, the Seller, the Depositor and the Issuer.

Section 2.11 Final Payment Notice.

f.Notice of final payment under Section 2.10(b) shall be given by the Indenture Trustee not later than the 5th Business Day prior to the Final Payment Date to each Noteholder as of the close of business on the Record Date preceding the Final Payment Date at such Noteholder's address appearing in the Note Register, and also to the Agent and the Issuer.

g.All notices of final payment in respect of the Notes shall state (i) the Final Payment Date, (ii) the amount of the final payment for such Notes and (iii) the place where such Notes are to be surrendered for payment, which shall be the Corporate Trust Office of the Indenture Trustee.

h.Notice of final payment of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuer. Failure to give notice of final payment, or any defect therein, to any Noteholder shall not impair or affect the validity of the final payment of any other Note;

provided, however, that the Indenture Trustee shall not be required to provide any notice required by this Section 2.11 to the extent that such notice has not been provided to the Indenture Trustee by the Issuer or the Servicer at least five (5) Business Days prior to the date on which the Indenture Trustee is required to deliver such notice hereunder.

Section 2.12 Compliance with Withholding Requirements.

Notwithstanding any other provision of this Indenture, the Indenture Trustee shall comply with all federal and state withholding requirements with respect to payments to Noteholders of interest, original issue discount, or other amounts that the Indenture Trustee reasonably believes are applicable under the Code. The consent of Noteholders shall not be required for any such withholding. All Noteholders shall be required to deliver to the Indenture Trustee prior to the first Payment Date a correct, complete and properly executed U.S. Internal Revenue Service Form W-9, W-8BEN, W-8ECI or W-8IMY (with appropriate attachments), as applicable.

Section 2.13 Cancellation.

The Issuer may at any time deliver to the Note Registrar for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Note Registrar.

All Notes delivered to the Indenture Trustee for payment shall be forwarded to the Note Registrar. All such Notes and all Notes surrendered for transfer and exchange in accordance with the terms hereof shall be canceled and disposed of by the Note Registrar in accordance with its customary procedures.

Section 2.14 Additional Note Balance.

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i.In the event of the purchase of any Additional Note Balances by the Note Purchaser as provided in the Note Purchase Agreement, the Note Purchaser shall, and is hereby authorized to, record on the schedule attached to its Note the date and amount of any Additional Note Balance purchased by it, and each repayment thereof; provided, that failure to make any such recordation on such schedule or any error in such schedule shall not adversely affect any Noteholder's rights with respect to its Additional Note Balance and its right to receive interest payments in respect of the Additional Note Balance held by such Noteholder.

j.Absent manifest error, the Note Principal Balance of each Note as set forth in the notations made by the related Noteholder on such Note shall be binding upon the Indenture Trustee and the Issuer; provided, that failure by a Noteholder to make such recordation on its Note or any error in such notation shall not adversely affect any Noteholder's rights with respect to its Note Principal Balance and its right to receive principal and interest payments in respect thereof.

Section 2.15 Reserve Account.

On or prior to the Initial Funding Date, the Issuer shall cause the Required Reserve Amount to be deposited into the Reserve Account. The Indenture Trustee shall deposit in the Reserve Account (i) on each Payment Date the amount, if any, distributed for deposit in the Reserve Account pursuant to Section 2.10(c)(v) and (ii) on each Funding Date that is not a Payment Date, the Excess Amount, if any, in accordance with Section 2.10(d)(i).

If, on any Payment Date prior to the Stated Maturity Date, the Available Funds (calculated for this purposes without clause (iii) of the definition thereof) for such Payment Date are insufficient to pay the amounts required to be paid pursuant to clauses (i) through (iv) of Section 2.10(c) and, following the occurrence of an Early Amortization Event (assuming no Event of Default shall have occurred and be continuing) the amounts required to be paid pursuant to clause (vii) (A) of Section 2.10(c) and following the earlier to occur of an Event of Default or the Stated Maturity Date, to pay all amounts under clause (vii) of Section 2.10(c), the Indenture Trustee shall withdraw the amount of such shortfall from the Reserve Account and deposit the same into the Note Payment Account to be applied to the payment of such items.

Upon payment in full of all of the Issuer Obligations, the Indenture Trustee shall release all amounts remaining in the Reserve Account to or at the direction of the Issuer.

Section 2.16 Redemption; Clean-up Call Option.

a.The Notes shall be subject to optional redemption in whole (such redemption, a “Total Redemption”) or in part (such redemption, a “Partial Redemption”); provided, however, that (I) the Issuer shall not conduct a Partial Redemption of aggregate Note Principal Balances without the prior written consent of the Agent if (i) the cumulative amount of Note Principal Balances previously redeemed plus the amount of Note Principal Balances requested to be redeemed exceeds the lesser of (A) the product of 0.375 and the outstanding Note Principal Balance on the proposed Redemption Date and (B) $75,000,000 or (ii) such redemption would result in the occurrence of an Event of Default, an Early Amortization Event, a Pool Termination Event, a Servicer Termination Event or a Funding Interruption Event and (II)] any Partial Redemption of Note Principal Balance of the Notes shall be applied pro rata among Notes. The Issuer shall give written notice (a “Redemption Notice”) of its intent to redeem all or the Applicable Redemption Percentage of the Notes pursuant to this Section 2.16 to the Indenture Trustee (for subsequent distribution to the Noteholders), each Swap Provider and, to the extent the Agent's consent is not required to conduct such redemption, the Agent, at least 5 Business Days prior to the Redemption Date (which date shall be specified in such notice as the “Redemption Date”). Each Redemption Notice shall include a list of Mortgage Loans the Receivables of which the Issuer desires to purchase on the related Redemption Date. Following issuance of the Redemption Notice by the Issuer, the Issuer shall be required to purchase the entire Outstanding or the Applicable Redemption Percentage of Note Principal Balance of the Notes, as of the Redemption Date, for the Note Redemption Amount on such Redemption Date. Each Secured Party, by its acceptance of a Note or any interest or rights under any Transaction Documents, as applicable, hereby consents to the release of lien of this Indenture, in whole or in part, as applicable, upon the Issuer's deposit of the applicable Note Redemption Amount. On any Redemption Date relating to a Partial Redemption, the Indenture Trustee shall remit the applicable Note Redemption Amount as follows:  (a)  with respect to the amounts set forth under clauses (i) and (ii) of the applicable definition of Note Redemption Amount, to the Noteholders, and (b) with respect to the amounts set forth under clause (iii) of the applicable definition of Note Redemption Amount, pro rata, to any Swap Providers based on the aggregate amounts owed to each such Swap Provider. Upon the Issuer's payment of the Note Redemption Amount with respect to a Partial Redemption, (i) the Indenture Trustee, acting on behalf of

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the Noteholders, shall release its lien with respect to all outstanding Receivables specified in the applicable Redemption Notice and shall, at the direction of the Agent, execute a lien release or similar instrument with respect thereto, such instrument to be provided to the Indenture Trustee, and (ii) the Schedules hereto shall be updated accordingly. Upon the Issuer's payment of the Redemption Amount with respect to a Total Redemption, the Commitment of the Note Purchaser under Section 2.01 of the Note Purchase Agreement to purchase Additional Note Balances shall terminate.

b.On any Payment Date following an Early Amortization Event (including clauses (a) and (n) under the definition thereof) on which the aggregate Note Principal Balance of the Notes is less than or equal to 10% of the sum of (i) the balance of the Note as of the Closing Date and (ii) the aggregate of all Additional Note Balances purchased on or prior to such date pursuant to the Note Purchase Agreement (the sum of (ii) and (iii) not to be greater than the Maximum Note Balance), the Agent may effect a put of the entire Outstanding Note Principal Balance of the Notes, as of the applicable Payment Date, to the Issuer by exercise of the Clean-up Call Option. The Agent shall give written notice (a “Clean-up Call Notice”) of its intent to put the Notes pursuant to this Section 2.16(b) to the Issuer and the Indenture Trustee and each Swap Provider at least 30 days prior to the related Payment Date. Upon exercise of the Clean-up Call Option by the Agent, the Issuer shall be required to purchase the entire Outstanding Note Principal Balance of the Notes, as of the applicable Payment Date, for the Note Redemption Amount on the applicable Payment Date (such Payment Date, the “Clean-up Call Date”).

c.Unless otherwise agreed by the Agent, on the third Business Day prior to the applicable Redemption Date, the Clean-up Call Date or Stated Maturity Date, as applicable, the Issuer shall cause there to be deposited the Note Redemption Amount into the Note Payment Account.

(d)On any Business Day during the Funding Period (the “Paydown Date”), the Notes may be subject to an optional paydown by the Issuer. The Administrator, on behalf of the Issuer, shall give written notice to the Agent, each Swap Provider and the Noteholders of its intent to paydown the Note Principal Balances at least five (5) Business Days prior to the chosen Paydown Date. The Administrator, on behalf of the Issuer, shall remit the paydown amount to the Note Payment Account and the Indenture Trustee shall withdraw such amounts and allocate such amounts to reduce the Note Principal Balance of the Notes on a pro rata basis after remitting any termination payments due to the Hedge Provider under the applicable Swap Agreement; provided, that, if the Paydown Date is a Payment Date, such paydown amount will be remitted in accordance with Section 2.10(c)(vi)(F) after all prior payments in accordance with Section 2.10(c) have been made and that the Note Principal Balance of the Notes used to calculate such payments pursuant to Section 2.10(c) shall be the Note Principal Balance prior to distribution of the paydown amount. Notwithstanding any optional paydown as provided in this Section 2.16(d), the Commitment of the Holders of the Notes shall not be reduced.

Section 2.17 Securities Accounts

(a)The Issuer and the Indenture Trustee hereby appoint Wells Fargo Bank, N.A. as securities intermediary (in such capacity, the “Securities Intermediary”) with respect to each of the Accounts. The Security Entitlements and all Financial Assets credited to the Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the Secured Parties. Upon the termination of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Wells Fargo Bank, N.A. as Securities Intermediary. Wells Fargo Bank, N.A. hereby accepts such appointment as Securities Intermediary.

(i)With respect to any portion of the Trust Estate that is credited to the Accounts, the Securities Intermediary agrees that:

(A)with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall

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be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto;

(B)the sole assets permitted in the Accounts shall be those that the Securities Intermediary agrees to treat as Financial Assets;

(C)any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Account in accordance with the Securities Intermediary's customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has control; and

(D)it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Account and that it is a violation of that Person's rights for anyone else to hold, transfer or deal with such Financial Asset.

(ii)The Securities Intermediary hereby confirms that (A) each Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Indenture, treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Account, (B) any portion of the Trust Estate in respect of any Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited to any Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Account be registered in the name of the Issuer, the Servicer or the Seller, payable to the order of the Issuer, the Servicer or the Seller or specially endorsed to any of such Persons.

(iii)If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Issuer, the Servicer, the Seller or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person.

(iv)In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker's lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Accounts.

(v)There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Servicer, the Seller or any other Person with respect to any Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail.

(vi)The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Accounts and the Security Entitlements to the Financial Assets credited thereto, and

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are powers coupled with an interest and will neither be affected by the bankruptcy of the Issuer, the Servicer or the Seller nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writing.

(b)Capitalized terms used in this Section 2.17 and not defined herein shall have the meanings assigned to such terms in the New York UCC. For purposes of Section 8-110(e) of the New York UCC, the “securities intermediary's jurisdiction” shall be the State of New York.

(c)None of the Securities Intermediary or any director, officer, employee or agent of the Securities Intermediary shall be under any liability to the Indenture Trustee or the Secured Parties for any action taken, or not taken, in good faith pursuant to this Indenture, or for errors in judgment; provided, however, that this provision shall not protect the Securities Intermediary against any liability to the Indenture Trustee or the Secured Parties which would otherwise be imposed by reason of the Securities Intermediary's willful misconduct, bad faith or negligence in the performance of its obligations or duties hereunder. The Securities Intermediary and any director, officer, employee or agent of the Securities Intermediary may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Securities Intermediary shall be under no duty to inquire into or investigate the validity, accuracy or content of such document. The Issuer shall indemnify the Securities Intermediary for and hold it harmless against any loss, liability or expense arising out of or in connection with this Indenture and carrying out it duties hereunder, including the costs and expenses of defending itself against any claim of liability, except in those cases where the Securities Intermediary has been guilty of bad faith, negligence or willful misconduct. The foregoing indemnification shall survive any termination of this Indenture or the resignation or removal of the Securities Intermediary.

(d)Prior to the date which is one year and one day, or if longer the applicable preference period then in effect, after the payment in full of all of the Notes, the Securities Intermediary will not institute against, or join any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law in any jurisdiction.

Section 2.18 Tax Treatment of the Notes.

The Issuer intends that, for U.S. federal, state or local income tax, franchise tax and any other income tax purposes, the Notes be treated as debt. Each prospective purchaser and any subsequent transferee of a Note or any interest therein shall, by virtue of its purchase or other acquisition of such Note or interest therein, be deemed to have agreed to treat such Note in a manner consistent with the preceding sentence for U.S. federal income tax purposes, unless otherwise required by law in a proceeding of final determination.

Section 2.19 Purchase Option.

The Seller shall have the option at any time, and from time to time, to purchase from the Issuer up to three percent (3%) of the Aggregate Receivables outstanding on the date of such purchase for an amount equal to the outstanding Receivables Balance of the Receivables to be purchased. The Seller shall give written notice (an “Option Notice”) of its intent to exercise the purchase option to the Issuer, the Indenture Trustee, each Hedge Provider and the Noteholders at least ten (10) days prior to the date on which such purchase will occur (the “Option Purchase Date”). The Receivables to be sold to the Seller on any such Option Purchase Date shall be selected by the Seller and shall not exceed three percent (3%) of the Aggregate Receivables; provided, however, that the Seller shall purchase Receivables pursuant to this Section 2.19 in whole, and not in part. If the Seller exercises its purchase option pursuant to this Section 2.19, upon deposit of an amount equal to the outstanding Receivables Balance of such purchased Receivables into the Note Payment Account and any termination payments required to be made pursuant to any Swap Agreements, the Indenture Trustee shall release the lien of this Indenture with respect to such purchased Receivables.  If the Seller exercises this option, the option shall expire with respect to the Aggregate Receivables existing on such Option Purchase Date; provided, however, that the Seller shall have the option to purchase up to three percent (3%) of any Additional Receivables sold to the Issuer following such Option Purchase Date.

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Section 2.20 Hedge Agreements

a.On or prior to the Initial Funding Date, the Issuer, shall have entered into and, after the Initial Funding Date, may further enter into one or more Hedge Agreements with respect to the Notes.  The Issuer hereby requests that the Hedge Enforcement Party, and the Hedge Enforcement Party hereby agrees to, execute and deliver any such Hedge Agreements on behalf of the Issuer, as owner thereof (for the benefit of the Noteholders) and exercise the rights, perform the obligations and make the representations of the Issuer thereunder, solely in its capacity as Hedge Enforcement Party on behalf of the Issuer and not in its individual capacity. The parties hereto agree that the Hedge Enforcement Party shall have no obligation to take any action under any Hedge Agreement without direction to do so unless such action is specifically set forth in this Section 2.20. Further, the parties hereto also agree that the Indenture Trustee shall have no obligation to take any action under the Hedge Agreement.

b.As of the effective date of each Hedge Agreement, the related Hedge Provider shall have credit ratings at least equal to (i) a short-term unsecured and unsubordinated debt rating of “A-2” from S&P, or if such Hedge Provider does not have a short-term unsecured and unsubordinated debt rating from S&P, a long-term unsecured and unsubordinated debt rating or counterparty rating of “BBB+” from S&P and (ii) a long-term unsecured and unsubordinated debt rating of “BBB-” from Fitch. In addition, each Hedge Agreement entered into with respect to which Wells Fargo Bank, N.A. is not the Hedge Provider, if any, shall satisfy, in all respects, the “Revised Framework for Applying Counterparty and Supporting Party Criteria,” published by S&P on May 8, 2007, as supplemented by “Methodology And Assumptions: Update And Clarification To Counterparty Criteria For Interest Rate Swap Counterparties In 'AAA' Rated Transactions”, published by S&P on April 1, 2009 or any more recent publications released by S&P updating such criteria.

c.The Indenture Trustee shall, prior to the applicable effective date of any Hedge Agreement, establish a segregated trust account in accordance with Section 2.09 that shall be designated as a Hedge Account, at such financial institution as necessary to ensure that the Hedge Account is at all times an Eligible Account or a sub-account of an Eligible Account, in its name, as Indenture Trustee, bearing a designation clearly indicating that such account and all funds deposited therein are held for the exclusive benefit of the Noteholders, over which the Indenture Trustee shall have exclusive control and the sole right of withdrawal, and in which neither the Issuer nor any other Person shall have any legal or beneficial interest.

d.If a Hedge Provider is required to deliver Posted Collateral to the Indenture Trustee under the applicable Hedge Agreement, within one (1) Business Day of receipt of such Posted Collateral, the Indenture Trustee shall deliver written notice to the Seller, the Agent and the Noteholders that Posted Collateral has been delivered. Such written notice shall include such Hedge Provider's calculations with respect to the “Delivery Amount”, the “Return Amount” and the “Credit Support Amount” (as such terms or terms of substantially similar import are defined in the applicable Hedge Agreement) to the extent such calculations are received by the Indenture Trustee. Upon a finding by the Agent (in its sole and absolute discretion) that a Hedge Provider has not delivered adequate Posted Collateral as required under the applicable Hedge Agreement, the Agent shall direct the Indenture Trustee to carry out its rights, remedies and obligations on behalf of the “Secured Party” (as such term or terms of substantially similar import are defined in such Hedge Agreement) as set forth in such Hedge Agreement.

With respect to any applicable Hedge Agreement, the Indenture Trustee is hereby directed to perform the obligations of the “Custodian” (as defined under the applicable credit support annex) (the “Posted Collateral Custodian”). Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall apply to the performance of its duties and satisfaction of its obligations under such Hedge Agreement with respect to the applicable credit support annex.  On or before the Initial Funding Date, to the extent the Indenture Trustee enters into a Hedge Agreement pursuant to this Section 2.20 and such Hedge Agreement requires that the parties thereto post collateral from time to time, the Indenture Trustee, as Posted Collateral Custodian, shall establish a Posted Collateral Account (the “Posted Collateral Account”). The Posted Collateral Custodian shall credit to the Posted Collateral Account all Posted Collateral posted by an applicable Hedge Provider to secure the obligations of such Hedge Provider in accordance with the terms of the applicable Hedge Agreements. Except for investment earnings, such Hedge Provider shall not have any legal, equitable or beneficial interest in the Posted Collateral Account other than in accordance with this Indenture, the applicable Hedge Agreements and applicable law. The Posted

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Collateral Custodian shall maintain and apply all collateral and earnings thereon on deposit in the Posted Collateral Account in accordance with the terms and provisions of the credit support annex under the applicable Hedge Agreement.  All amounts earned on amounts on deposit in the Posted Collateral Account (whether cash collateral or securities) shall be for the account of and taxable to the applicable Hedge Provider.

Upon the occurrence of an “Event of Default” where a Hedge Provider is the “Defaulting Party” (each such term, as defined in the applicable Hedge Agreement) and the designation of an “Early Termination Date” (as defined in the applicable Hedge Agreement) as a result of such “Event of Default”, any collateral posted by a Hedge Provider in accordance with the terms and provisions of the credit support annex under the applicable Hedge Agreement shall be applied in accordance with the terms and provisions of such credit support annex. Any excess amounts held in such Posted Collateral Account after payment of all amounts owing to “Party B” under such Hedge Agreement shall be withdrawn from the Posted Collateral Account and paid to the applicable Hedge Provider in accordance with the terms and provisions of the credit support annex under such Hedge Agreement.

e.Subject to the remaining terms of this Section 2.20(e), during the Funding Period, at the direction of the Issuer and subject to the prior written consent of the Agent (in its sole and absolute discretion), the Hedge Enforcement Party shall exercise its right in accordance with the terms and provisions of the applicable Hedge Agreement to amend the notional schedule of such Hedge Agreement in order to increase or reduce the notional amount thereof.  Upon the occurrence of a Partial Redemption, at the direction of the Issuer, the Hedge Enforcement Party shall exercise its right in accordance with the terms and provisions of the applicable Hedge Agreement to amend the notional schedule of such Hedge Agreement in order to reduce the notional amount thereof by the amount required under such Hedge Agreement.  Upon the occurrence and continuance of an Early Amortization Event of which a Responsible Officer of the Indenture Trustee shall have actual knowledge, the Hedge Enforcement Party (at the direction of the Administrator) shall exercise its right in accordance with the terms and provisions of the applicable Hedge Agreement to amend the notional schedule of such Hedge Agreement in order to reduce the notional amount thereof by the amount required in such Hedge Agreement.  Following any such increase or reduction of the notional amount under any such Hedge Agreement, the Indenture Trustee shall notify the Agent, the Noteholders and the Hedge Providers in writing of the amount of increase or reduction in the notional amount under the applicable Hedge Agreement.

f.Subject to Section 4.01(s), upon the occurrence of (i) any “Event of Default” under any Hedge Agreement arising from any action taken, or failure to act, by the related Hedge Provider and with respect to which such Hedge Provider is the “Defaulting Party” (each quoted term in this clause (i) as defined in such Hedge Agreement), or (ii) any “Termination Event” under such Hedge Agreement with respect to which the related Hedge Provider is an “Affected Party” (each quoted term in this clause (ii) as defined in such Hedge Agreement), the Indenture Trustee may and shall, at the direction of Majority Noteholders by notice to such Hedge Provider and the Indenture Trustee, designate the occurrence of the termination of such Hedge Agreement.

In the event that a Hedge Provider fails to perform any of its obligations under the applicable Hedge Agreement (including, without limitation, its obligation to make any payment or transfer collateral), or breaches any of its representations and warranties thereunder, or in the event that such Hedge Agreement is terminated in accordance with the terms and provisions of this Section 2.20(f), the Hedge Enforcement Party shall, promptly following actual notice by a Responsible Officer of the Indenture Trustee of such failure, breach or event, notify the Issuer and send any notices and make any demands, on behalf of and at the direction the Issuer, required to enforce the rights of the Issuer under such Hedge Agreement; provided, however, that notwithstanding the foregoing, upon the occurrence of an “Event of Default” under such Hedge Agreement (as defined in such Hedge Agreement) as a result of the insolvency or bankruptcy of such Hedge Provider, upon receipt of notice from any Noteholder, the Agent, the Issuer, the Depositor or the Seller of such insolvency or bankruptcy, the Hedge Enforcement Party shall terminate such Hedge Agreement.

g.Each Swap Agreement and this Indenture explicitly provide that in the event that any termination payment is required to be made by the Issuer to a Swap Provider, due to either an “Event of Default” of such Swap Agreement (i) with respect to which such Swap Provider is the “Defaulting Party” (as defined in such Swap Agreement) or (ii) with respect to a “Termination Event” other than “Illegality” or “Tax Event” (each such term as defined in such Swap Agreement) with respect to which such Swap Provider is the sole “Affected Party” (as defined in such Swap

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Agreement), such termination payment shall be a “Defaulted Swap Termination Payment” payable on a subordinate basis to the rights of the Noteholders in accordance with Section 2.10(c).

h.Notwithstanding anything contained herein to the contrary, in the event that a Hedge Agreement is terminated due to an “Event of Default” or “Termination Event” (each as defined in such Hedge Agreement), any and all amounts paid by the applicable Hedge Provider to the Issuer representing termination payments under such Hedge Agreement shall be remitted to the Hedge Account and shall be used by the Hedge Enforcement Party, on behalf of and the direction of the Issuer (for the benefit of the Noteholders), to enter into one or more replacement Hedge Agreements with a related Hedge Provider that at least meets the requirements for a replacement Hedge Provider as set forth under the applicable Hedge Agreement and Section 2.20(b) hereunder, and subject to the prior written consent of the Majority Noteholders. To the extent that such termination payments owed by the related Hedge Provider under such terminated Hedge Agreement, if any, exceed the costs of entering into the replacement Hedge Agreements, such excess amounts shall be become part of Available Funds to be distributed in accordance with Section 2.10(c) on the immediately following Payment Date.

Any amounts received from a replacement Hedge Provider in consideration for entering into a replacement Hedge Agreement for a terminated Hedge Agreement shall be remitted by the Hedge Enforcement Party directly to such terminated Hedge Provider; provided, however, that any such remittance to such terminated Hedge Provider shall not exceed the amounts, if any, owed to such Hedge Provider under such terminated Hedge Agreement.  To the extent not fully paid from amounts received from a replacement Hedge Provider, any termination payment owed by the Issuer to a terminated Hedge Provider pursuant to a terminated  Hedge Agreement shall be payable to such Hedge Provider on each following Payment Date in accordance with Section 2.10(c). To the extent that any amounts received from a replacement Hedge Provider in consideration for entering into a replacement Hedge Agreement exceed any required termination payments (or if there are no termination payments), such amounts in excess of the required termination payments shall become part of Available Funds to be distributed in accordance with Section 2.10(c) on the immediately following Payment Date. 

i.The Noteholders (by acceptance of their Notes) acknowledge and agree that (i) the Hedge Enforcement Party shall execute and deliver any Hedge Agreement on behalf of the Issuer, (ii) the Hedge Enforcement Party shall exercise the rights, perform the obligations and make the representations of the Issuer thereunder, solely in its capacity as Hedge Enforcement Party on behalf of the Issuer and not in its individual capacity, (iii) under no circumstances shall the Hedge Enforcement Party in its individual capacity be personally liable for the payment on any indebtedness or expense or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under any Hedge Agreement, (iv) the Hedge Enforcement Party shall receive specific direction to take any action under any Hedge Agreement, other than any action specifically set forth herein and (v) that all amounts payable to any Hedge Provider pursuant to any Hedge Agreement are obligations of the Issuer, payable from the Trust Estate subject to the terms of this Indenture. Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Hedge Enforcement Party shall apply to the the Hedge Enforcement Party's execution of any Hedge Agreement, and the performance of its duties and satisfaction of its obligations thereunder.

j.Quoted terms and defined terms used in this Section 2.20 but not defined herein have the meanings set forth in the applicable Hedge Agreements.

ARTICLE III SATISFACTION AND DISCHARGE

Section 3.01 Satisfaction and Discharge of Indenture.

This Indenture shall cease to be of further effect except as to (i) any surviving rights herein expressly provided for, including any rights of transfer or exchange of Notes herein expressly provided for, (ii) in the case of clause (1)(B) below, the rights of the Noteholders hereunder to receive payment of the Note Principal Balance of and interest on the Notes and any other rights of the Noteholders hereunder, and (iii) the provisions of Section 3.02 herein, when:

(1)either: (A) all Notes theretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.06 and (ii) Notes for which

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payment of money has theretofore been deposited in the Note Payment Account by the Indenture Trustee and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 5.10) have been delivered to the Note Registrar for cancellation; or (B) all such Notes not theretofore delivered to the Note Registrar for cancellation (i) have become due and payable, or (ii) will become due and payable on the next Payment Date, and in the case of clause (B)(i) or (B)(ii) above, cash in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Note Registrar for cancellation or sufficient to pay the Note Principal Balance thereof and any interest thereon accrued to the date of such deposit (in the case of Notes which have become due and payable) or to the end of the Accrual Period for the next Payment Date has been deposited with the Indenture Trustee as trust funds in trust for these purposes;

(2)the Issuer has paid or caused to be paid all other sums payable or reasonably expected to become payable by the Issuer to the Indenture Trustee and each of the Secured Parties (including amounts payable to any Hedge Provider); and

(3)the Issuer has delivered to the Indenture Trustee an Officer's Certificate of the Issuer stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the foregoing, (a) the obligations of the Issuer to the Indenture Trustee under Section 5.04 hereof, (b) the obligations of the Indenture Trustee to the Noteholders under Section 3.02 hereof, and (c) the obligations of the Issuer under Section 2.16(a) hereof shall survive satisfaction and discharge of this Indenture.

Section 3.02 Application of Trust Money.

Subject to the provisions of Sections 2.09, 2.10, 2.15, 5.10 and 7.01, all Cash deposited with the Indenture Trustee pursuant to Section 3.01 shall be held in the Note Payment Account and applied by the Indenture Trustee, in accordance with the provisions of the Notes and this Indenture to pay the Persons entitled thereto.

ARTICLE IV EVENTS OF DEFAULT; REMEDIES

Section 4.01 Events of Default.

“Event of Default” wherever used herein with respect to the Notes, 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):

a.(i) any failure to pay any interest (other than interest payable pursuant to Section 2.10(c)(vii)(C)) on any Note when the same shall be due and payable in accordance with the terms and provisions of this Indenture, without regard to Available Funds, or (ii) any failure to pay all accrued and unpaid interest on or the outstanding principal balance of the Notes in full in accordance with the terms and provisions of this Indenture on or before the Stated Maturity Date, without regard to Available Funds; or

b.any failure by the Issuer, the Seller or the Servicer to make (or cause to be made) any payment, transfer or deposit of, or deliver (or cause to be delivered) to, the Indenture Trustee (i) any Advance Reimbursement Amounts when required to be so delivered under the terms of this Indenture or any of the other Transaction Documents, (ii) the Repurchase Price in accordance with the terms and provisions of Section 6.02 of the Receivables Purchase Agreement when required to be so delivered under the terms of this Indenture or any of the other Transaction Documents and a continuation of such failure under this clause (ii) for a period of ten (10) days after the earlier of (A) actual discovery by an officer of the Issuer, Depositor, the Servicer or the Seller, as applicable, of such failure and (B) there shall have been given to the Issuer by the Indenture Trustee, or to the Issuer and the Indenture Trustee by any Noteholder, a written or electronic notice specifying such failure and requiring it to be remedied; or (iii) any fees, expenses, proceeds, payments or amounts (other than as set forth in clauses (i) and (ii) immediately above) when required to be so delivered under the terms of this Indenture or any of the other Transaction Documents and a continuation of such failure under this clause (iii) for a period of three (3) Business Days after there shall have been given to the Issuer by the Indenture

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Trustee, or to the Issuer and the Indenture Trustee by any Noteholder, a written notice specifying such failure and requiring it to be remedied; or

c.any failure on the part of the Issuer, the Depositor, the Servicer or the Seller duly to observe or perform any covenants or agreements of it in any of the Transaction Documents in any material respect and such failure continues for a period of five (5) days after the earlier of (i) the date on which such party receives written or electronic notice of such failure to observe or perform from the Indenture Trustee or any Noteholder and (ii) the date on which an officer of such party has actual knowledge of such failure to observe or perform; or

d.the entry of a decree or order for relief by a court or agency or supervisory authority having jurisdiction in respect of the Issuer, the Depositor, the Servicer or the Seller for the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings for the Issuer, the Depositor or the Seller or of any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer, the Depositor or the Seller and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

e.the Issuer, the Depositor, the Servicer or the Seller shall voluntarily commence liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Depositor or the Seller or of or relating to all or substantially all of its property; or the Issuer, the Depositor or the Seller shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make a general assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or

f.the Issuer or the Trust Estate shall have become subject to registration as an “investment company” within the meaning of the 1940 Act; or

g.(i) the Issuer shall fail to own the Trust Estate free and clear of liens other than Permitted Liens or the Indenture Trustee shall fail to have a first priority perfected security interest in the Trust Estate; or (ii) Nationstar has taken any action to impair the lien or rights of the Indenture Trustee or to cause the Issuer's funding of the Receivables to be characterized as a financing rather than a true sale for purposes of bankruptcy or similar laws; or

h.the Depositor sells, transfers, pledges or otherwise disposes of any of the Trust Certificates, whether voluntarily or by operation of law, foreclosure or other enforcement by a Person of its remedies against the Depositor, except to a wholly-owned subsidiary of Nationstar; or

i.the Servicer fails to deposit any collections in respect of the Mortgage Loans to the related Collection Account (except with respect to Advance Reimbursement Amounts deposited to the Reimbursement Account or Freddie Mac Collection Account, in each case as permitted by the terms of the Servicing Contract), subject to any cure period as required by the terms of the Servicing Contract; or

j.the Servicer issues disbursement instructions to Freddie Mac or otherwise withdraws funds from the Collection Account or Freddie Mac Collection Account, except as expressly authorized by the provisions of the Servicing Contract and the Transaction Documents; or

k.the Collateral Coverage Requirement is not satisfied as of the close of business on any date and such failure is not remedied within five (5) Business Days of such date; provided, however, that if such failure results solely from Receivables no longer being Eligible Receivables due to a breach of a representation or warranty in the Receivables Purchase Agreement, such failure shall become an Event of Default only upon the Seller not having repurchased such Receivables in accordance with the terms and provisions of Section 6.02 of the Receivables Purchase Agreement;

l.any representation or warranty made by or on behalf of the Issuer, the Depositor, the Seller, the Servicer or by any officer of the foregoing under or in connection with any Transaction Document (other than any representation or warranty as to Receivables in the Receivables Purchase Agreement) or under or in connection with any report,

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certificate, or other document delivered to the Agent, the Indenture Trustee or the Noteholders pursuant to any Transaction Document shall have been incorrect or misleading in any material respect when made and the same remains unremedied for a period of five (5) days after the earlier to occur of (i) actual discovery by a Responsible Officer of the Issuer, Depositor, the Servicer, the Seller as applicable or (ii) the date on which written or electronic notice of such failure shall have been given by the Indenture Trustee or any Noteholder; or

m.(i) any material provision of any Transaction Document shall at any time for any reason (other than pursuant to the express terms thereof) cease to be valid and binding on or enforceable against the Issuer, the Depositor, the Seller, the Servicer or any of their respective Affiliates intended to be a party thereto, (ii) the validity or enforceability of any Transaction Document shall be contested by the Issuer, the Depositor, the Seller, the Servicer or any of their respective Affiliates, (iii) a proceeding shall be commenced by the Issuer, the Depositor, the Seller, the Servicer or any of their respective Affiliates or any Governmental Authority having jurisdiction over the Issuer, the Depositor, the Seller, the Servicer or any of their respective Affiliates, seeking to establish the invalidity or unenforceability of any Transaction Document, or (iv) the Issuer, the Depositor, the Seller, the Servicer or any of their respective Affiliates shall deny in writing that it has any liability or obligation purported to be created under any Transaction Document; or

n.a Change of Control shall have occurred without the consent of the Agent (such consent not to be unreasonably withheld) and has continued for a period of two (2) days or more, or Nationstar shall cease to own 100% of the equity interest in the Depositor or the Depositor shall cease to own 100% of the Trust Certificates; or

o.the Seller, the Depositor, the Issuer or any of their respective Subsidiaries shall default under, or fail to perform as required under, or shall otherwise materially breach the terms of any instrument, agreement or contract between the Seller, the Depositor, the Issuer or any of their respective Subsidiaries on the one hand and the Agent or any of its Affiliates on the other hand; or the Seller, the Depositor, the Issuer or any of their respective Subsidiaries shall fail to make any payment in excess of $250,000 (whether of principal or interest or otherwise), or otherwise default under, or fail to perform as requested under, or materially breach the terms of any purchase agreement, repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds in an aggregate principal amount exceeding $10,000,000 entered into by the Seller, the Depositor, the Issuer or any of their respective Subsidiaries on the one hand and any third party on the other hand, which default or failure involves the failure to pay a matured obligation or entitles any party to require acceleration or prepayment of any indebtedness thereunder; or

p.the occurrence of any event that has a material adverse effect on (a) the property, business, operations or financial condition of the Seller, the Depositor or the Issuer, (b) the ability of the Seller, the Depositor or the Issuer to perform its obligations under any of the Transaction Documents to which it is a party, (c) the validity or enforceability of any of the Transaction Documents, (d) the rights and remedies of the Agent or the Noteholders under any of the Transaction Documents, (e) the timely payment of amounts payable under the Transaction Documents or (f) the Receivables, in each case as determined by the Agent in its reasonable discretion; or

q.any failure to comply with any of the Servicing Standards, which is not cured within two (2) Business Days (other than with respect to items (iv), (v) or (vi) of Section 9.04 of the Receivables Purchase Agreement) or thirty (30) days with respect to items (iv), (v) or (vi) of Section 9.04 of the Receivables Purchase Agreement after Nationstar is notified by the Indenture Trustee or any Noteholder of, or a Responsible Officer of Nationstar has actual knowledge of, such occurrence; or

r.the Administrator, as the Issuer's agent, shall fail to use commercially reasonable efforts, in the reasonable determination of the Agent, to refinance the Notes within the 30 days prior to and including the Stated Maturity Date or at any time after the termination of the Funding Period and such default shall continue for a period of fifteen (15) days; or

s.(i) any failure by any Hedge Provider to make any payment required to be made by it under the applicable Hedge Agreement or (ii) any Hedge Provider is terminated under the related Hedge Agreement and, with respect to clauses (i) and (ii) above, the Issuer shall have failed to replace such Hedge Provider with a replacement Hedge Provider acceptable to the Majority Noteholders within ten (10) Business Days after the date of such failure;

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t.the Servicer fails to deliver any Funding Date Report, Monthly Servicer Report or Payment Date Report required to be delivered hereunder, the Servicer has received notice of such failure from the Agent, the Indenture Trustee, any Note Purchaser or any Noteholder and such failure is not remedied within five (5) Business Days; or

u.any person shall be appointed as Independent Manager of the Depositor without the written acknowledgement by the Agent that such person conforms, to the reasonable satisfaction of the Agent, to the criteria set forth in the definition of Independent Manager.

Section 4.02 Acceleration of Maturity; Rescission and Annulment.

If an Event of Default under any of Sections 4.01(a) through (c) or Sections 4.01(f) through (u) should occur and be continuing, then and in every such case the Indenture Trustee shall, at the direction of the Agent, acting with the consent of the Required Noteholders, declare all of the Notes to be immediately due and payable in full, by a notice in writing to the Issuer and any Swap Provider, and upon any such declaration the unpaid Note Principal Balance of such Notes, together with all accrued but unpaid interest thereon through the date of acceleration, shall become immediately due and payable in full. If an Event of Default specified in Section 4.01(d) or (e) occurs, the unpaid Note Principal Balance of the Notes, together with all accrued interest thereon through the date of acceleration, shall automatically become due and payable in full without any declaration or other act on the part of the Agent, the Indenture Trustee or any Noteholder.

At any time after such declaration of acceleration has been made and before a judgment or decree for payment of the money due in respect of the Notes has been obtained by the Indenture Trustee as hereinafter provided in this Section 4.02, the Agent, acting with the consent of the Required Noteholders, by written notice to the Issuer, to the Indenture Trustee and to any Hedge Provider and to the Indenture Trustee, may rescind and annul such declaration and its consequences if:

v.the Issuer has paid or deposited with the Indenture Trustee to the Note Payment Account a sum sufficient to pay:

i.all payments of principal of and accrued but unpaid interest on the Notes through the date of such declaration and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and

ii.all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and counsel, in each case incurred in connection with such Event of Default; and

iii.any and all amounts then due and payable to the Hedge Providers; and

w.all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by virtue of such acceleration, have been cured or waived as provided in Section 4.12.

No such rescission and annulment shall affect any subsequent default or impair any right consequent thereto.

Section 4.03 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.

x.If the Issuer fails to pay all amounts due upon an acceleration of the Notes under Section 4.02 forthwith upon demand and such declaration and its consequences shall not have been rescinded and annulled, the Indenture Trustee, in its capacity as Indenture Trustee and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Issuer or any other obligor upon such Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the Trust Estate, wherever situated, or may institute and prosecute such non-judicial proceedings in lieu of judicial proceedings as are then permitted by applicable law.

y.If an Event of Default occurs and is continuing, the Indenture Trustee may, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.

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z.In case (x) there shall be pending, relative to the Issuer or any Person having or claiming an ownership interest in the Trust Estate, proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, (y) a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or shall have taken possession of the Issuer or its property or such Person or (z) there shall be pending a comparable judicial proceeding brought by creditors of the Issuer or affecting the property of the Issuer, the Indenture Trustee, irrespective of whether the principal of or interest on any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 4.03, shall be entitled and empowered, by intervention in such proceedings or otherwise:

i.to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective attorneys, and for reimbursement of all reasonable expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of willful misconduct, negligence or bad faith of the Indenture Trustee) and of the Noteholders allowed in such proceedings;

ii.unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders in any election of a trustee, a standby trustee or Person performing similar functions in any such proceedings;

iii.to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their and its behalf; and

iv.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 Indenture Trustee or the Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective attorneys, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of willful misconduct, negligence or bad faith of the Indenture Trustee or predecessor Indenture Trustee.

aa.Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any related Noteholder or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

ab.In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholder a party to any such proceedings.

ac.In the event that the Indenture Trustee, following an Event of Default hereunder institutes proceedings to foreclose on the Trust Estate, the Indenture Trustee shall promptly give a notice to that effect to each Noteholder and each Hedge Provider.

ad.All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any proceeding relating

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thereto, and any such proceeding instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its counsel, be for the ratable benefit of the Noteholders in respect of which such judgment has been recovered, subject to the payment priorities of Section 2.10.

Section 4.04 Remedies.

If an Event of Default has occurred and is continuing, and the Notes have been declared due and payable pursuant to Section 4.02 hereof and such declaration and its consequences have not been rescinded and annulled, upon five (5) days' prior notice to each other Secured Party, the Indenture Trustee may do one or more of the following:

ae.institute, or cause to be instituted, Proceedings for the collection of all amounts then payable on or under this Indenture with respect to the Notes, whether by declaration of acceleration or otherwise, enforce any judgment obtained, and collect from the Trust Estate moneys adjudged due;

af.sell, or cause to be sold, the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by applicable law; provided, however, that the Indenture Trustee shall give the Issuer written notice of any private sale called by or on behalf of the Indenture Trustee pursuant to this Section 4.04(b) at least ten (10) days prior to the date fixed for such private sale;

ag.institute, or cause to be instituted, Proceedings from time to time for the complete or partial foreclosure with respect to the Trust Estate;

ah.exercise, or cause to be exercised, any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee or the Holders of the Notes hereunder; and

ai.maintain possession of the Trust Estate and, in its own name or in the name of the Issuer or otherwise, collect and otherwise receive in accordance with this Indenture any money or property at any time payable or receivable on account of or in exchange for any of the Collateral; provided, however, that the Indenture Trustee shall not, unless required by law, sell or otherwise liquidate all or any portion of the Trust Estate following any Event of Default except in accordance with Section 4.15.

Section 4.05 Application of Money Collected.

Any money collected by the Indenture Trustee pursuant to this Article IV shall be deposited in the Note Payment Account and, on each Payment Date, shall be applied in accordance with Section 2.10 hereof and, in case of the distribution of such money on account of the principal of or interest on the Notes, upon presentation and surrender of the Notes if fully paid.

Section 4.06 Limitation on Suits.

Except as provided in Section 4.07, no Noteholder shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(1)such Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default;

(2) the Majority Noteholders shall have made written request to the Indenture Trustee to institute proceedings in respect of such Event of Default in its own name as Indenture Trustee hereunder;

(3)such Noteholder or Noteholders have offered to the Indenture Trustee adequate indemnity or security satisfactory to the Indenture Trustee against the costs, expenses and liabilities to be incurred in compliance with such request;

(4)the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity or security satisfactory to it has failed to institute any such proceeding;

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(5)no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Majority Noteholders; and

(6)an Event of Default shall have occurred and be continuing; it being understood and intended that no one or more of such Noteholders shall have any right in any manner whatever by virtue of, or by availing itself or themselves of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Noteholders, or to obtain or to seek to obtain priority or preference over any other of such Noteholders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Noteholders. Subject to the foregoing restrictions, the Noteholders may exercise their rights under this Section 4.06 independently.

Section 4.07 Unconditional Right of Noteholders to Receive Principal and Interest.

Notwithstanding any other provision in this Indenture, following the Stated Maturity Date, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payments of interest, principal and other amounts then due on such Note (subject to Section 2.10) and to institute suit for the enforcement of any such payment (subject to Section 4.06), and such rights shall not be impaired without the consent of such Noteholder, unless a non-payment has been cured pursuant to Section 4.02. The Issuer shall, however, be subject to only one consolidated lawsuit by the Noteholders, or by the Indenture Trustee on behalf of the Noteholders, for any one cause of action arising under this Indenture or otherwise.

Section 4.08 Restoration of Rights and Remedies.

If the Indenture Trustee or any Noteholder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued, waived, rescinded or abandoned for any reason, or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in every such case, subject to any determination in such proceeding, the Issuer, the Indenture Trustee and the Noteholders shall be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such proceeding had been instituted.

Section 4.09 Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.06, no right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders 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.

Section 4.10 Delay or Omission Not Waiver.

No delay or omission of the Indenture Trustee, or any Noteholder 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 Indenture or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, to the extent permitted by applicable law, by the Indenture Trustee or the Noteholders, as the case may be.

Section 4.11 Control by Noteholders.

The Majority Noteholders shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee; provided, that such direction shall not be in conflict with any rule of law or with this Indenture or involve the Indenture Trustee in personal liability; provided, further, that the Indenture Trustee may take any other action deemed proper by the Indenture Trustee which is not inconsistent with such direction. Notwithstanding the foregoing, the Noteholders will not be required to provide, and the Indenture Trustee will not be required to obtain, a Tax Opinion in the case of a direction by the Noteholders to the Indenture Trustee, following an Event of Default, to realize upon the Trust Estate by liquidating the Collateral or otherwise.

Section 4.12 Waiver of Past Defaults.

Prior to acceleration or the Stated Maturity Date of the Notes, the Required Noteholders may, on behalf of the

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Noteholders of all the Notes, waive any past default hereunder and its consequences, except a default:

(1)in the payment of principal of or interest on any Note, which waiver shall require the waiver by Noteholders holding 100% in aggregate Note Principal Balance of the Outstanding Notes affected;

(2)in respect of a covenant or provision hereof which under Article VIII cannot be modified or amended without the consent of the Holder of each Outstanding Note affected, which waiver shall require the waiver by each Holder of an Outstanding Note affected;

(3)depriving the Indenture Trustee or any Noteholder of a lien or the benefit of a lien, as the case may be, upon any part of the Trust Estate, which waiver shall require the consent of the Indenture Trustee or such Noteholder, as the case may be; or

(4)depriving the Indenture Trustee of any fee, reimbursement for any expense incurred, or any indemnification to which the Indenture Trustee is entitled, which waiver shall require the consent of the Indenture Trustee.

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 extend to any subsequent or other default or impair any right consequent thereon; provided, that no such waiver shall restore any Hedge Agreement which has terminated pursuant to its terms. Any costs or expenses incurred by the Indenture Trustee in connection with such acceleration and prior to such waiver shall be reimbursable to the Indenture Trustee in accordance with Section 2.10(c).

Section 4.13 Undertaking for Costs.

All parties to this Indenture agree, and each Noteholder by its acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees and expenses based on time expended, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Issuer, or to any suit instituted by the Indenture Trustee, or to any suit instituted by any Noteholder, or group of Noteholders, holding in the aggregate at least 25% in aggregate Note Principal Balance of Outstanding Notes or to any suit instituted by any Noteholder for the enforcement of the payment of the principal of or interest on any Note on or after the Stated Maturity Date of such Note.

Section 4.14 Waiver of Stay or Extension Laws.

The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim to take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of such law and covenants that it will not hinder, delay or impede the exercise of any power herein granted to the Indenture Trustee and any Hedge Provider, but will suffer and permit the exercise of every such power as though no such law had been enacted.

Section 4.15 Sale of Trust Estate.

aj.The power to effect any public or private sale of any portion of the Trust Estate pursuant to Section 4.04 hereof shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until either the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid. The Indenture Trustee may from time to time postpone any sale by public announcement made at the time and place of such sale. The Indenture Trustee hereby expressly waives its right to any amount fixed by law as compensation for any such sale but such waiver does not apply to any amounts to which the Indenture Trustee is otherwise entitled under Section 5.04 of this Indenture.

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ak.The Indenture Trustee shall not sell the Trust Estate, or any portion thereof, unless:

i.the Agent, with the consent and on behalf of 100% in aggregate Note Principal Balance of the Outstanding Notes and each Swap Provider consents to, or directs the Indenture Trustee to make, such sale; or

ii.the proceeds of such sale would be not less than the entire amount which would be payable to the Holders of the Notes, in full payment thereof, and all amounts payable including termination payments, to all Hedge Providers in accordance with Section 4.05, on any date following the date of such sale, together with all other amounts due under this Indenture.

•The foregoing provisions of this Section 4.15 shall not preclude or limit the ability of the Indenture Trustee to purchase all or any portion of the Trust Estate at any sale, public or private, and the purchase by the Indenture Trustee of all or any portion of the Trust Estate at any sale shall not be deemed a sale or disposition thereof for purposes of this Section 4.15(b).

al.Unless the Holders of all Outstanding Notes have otherwise consented or directed the Indenture Trustee, at any sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than the amount described in paragraph (ii) of subsection (b) of this Section 4.15 has not been established by the Indenture Trustee and no Person bids an amount equal to or greater than such amount, the Indenture Trustee shall in accordance with paragraph (ii) of subsection (d) of this Section 4.15 bid an amount at least $1.00 more than the highest other bid in order to preserve the Trust Estate.

am.In connection with a sale of all or any portion of the Trust Estate:

i.any Holder or Holders of Notes may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain and possess and dispose of such property, without further accountability, and may, in paying the purchase money therefor, deliver any Outstanding Notes or claims for interest thereon in lieu of cash up to the amount which shall, upon distribution of the net proceeds of such sale, be payable thereon, and such Notes, in case the amounts so payable thereon shall be less than the amount due thereon in accordance with Section 2.10(c), shall be returned to the Holders thereof after being appropriately stamped to show such partial payment;

ii.the Indenture Trustee may bid for and acquire the property offered for sale in connection with any sale thereof, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross sale price against the sum of (A) the amount which would be distributable to the Holders of the Notes as a result of such sale in accordance with Section 4.05 on the Payment Date next succeeding the date of such sale and (B) the expenses of the sale and of any Proceedings in connection therewith which are reimbursable to it, without being required to produce the Notes in order to complete any such sale or in order for the net sale price to be credited against such Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with the provisions of this Indenture;

iii.the Indenture Trustee shall execute and deliver, without recourse, an appropriate instrument of conveyance transferring its interest in any portion of the Trust Estate in connection with a sale thereof;

iv.the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer's interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; and

v.no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys.

Section 4.16 Action on Notes.

The Indenture Trustee's right to seek and recover judgment on the Notes or under this Indenture shall not be

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affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate.

ARTICLE V THE INDENTURE TRUSTEE

Section 5.01 Certain Duties and Responsibilities.

The Issuer hereby irrevocably constitutes and appoints the Indenture Trustee and any Responsible Officer thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in place and stead of the Issuer and in the name of the Issuer or in its own name or in the name of a nominee, from time to time in the Indenture Trustee's discretion, for the purpose of enforcing the rights, powers and remedies of the Issuer under the Receivables Purchase Agreement and to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Indenture and the Receivables Purchase Agreement, all as set forth in this Indenture.

a.The rights, duties and liabilities of the Indenture Trustee in respect of this Indenture shall be as follows:

i.The Indenture Trustee shall have the full power and authority to do all things not inconsistent with the provisions of this Indenture that it may deem advisable in order to enforce the provisions hereof or to take any action with respect to a default or an Event of Default hereunder, or to institute, appear in or defend any suit or other proceeding with respect hereto, or to protect the interests of the Noteholders. The Indenture Trustee shall not be answerable or accountable except for its own bad faith, willful misconduct or negligence. The Issuer shall prepare and file or cause to be filed, at the Issuer's expense, a UCC Financing Statement, describing the Issuer as debtor, the Indenture Trustee as secured party and the Trust Estate as the collateral, in all appropriate locations promptly following the initial issuance of the Notes, and the Issuer shall prepare and file at each such office, continuation statements with respect thereto, in each case within six months prior to each fifth anniversary of the original filing. The Issuer is hereby authorized and obligated to make, at the expense of the Issuer, all required filings and refilings of which the Issuer becomes aware, necessary to preserve the liens created by this Indenture to the extent not done by the Issuer as provided herein. The Indenture Trustee shall not be required to take any action to exercise or enforce the trusts hereby created which, in the opinion of the Indenture Trustee, shall be likely to involve expense or liability to the Indenture Trustee, unless the Indenture Trustee shall have received an agreement satisfactory to it in its sole reasonable discretion to indemnify it against such liability and expense. Except as otherwise expressly provided herein, the Indenture Trustee shall not be required to ascertain or inquire as to the performance or observance of any of the covenants or agreements contained herein, or in the Receivables Purchase Agreement or in any other instruments to be performed or observed by the Issuer or any party to the Receivables Purchase Agreement.

ii.Subject to the other provisions of this Article V, the Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders, or other instruments furnished to the Indenture Trustee that are specifically required to be furnished pursuant to any provisions of this Indenture, shall examine them to determine whether they are on their face in the form required by this Indenture to the extent expressly set forth herein. If any such instrument is found on its face not to conform to the requirements of this Indenture in a material manner, the Indenture Trustee shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Indenture Trustee's reasonable satisfaction, the Indenture Trustee will provide notice thereof to the Noteholders. The Indenture Trustee shall not incur any liability in acting upon any signature, notice, request, consent, certificate, opinion, or other instrument reasonably believed by it to be genuine. In administering the trusts hereunder, the Indenture Trustee may execute any of the trusts or powers hereunder directly or through its attorneys or custodians and the Indenture Trustee shall not be responsible for any negligence on the part of any custodian or attorney appointed by the Indenture Trustee with due care. The Indenture Trustee may, subject to Section 5.04, consult with counsel, accountants and other professionals to be selected and employed by it, and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice of any such Person nor for any error of judgment made in good faith by a Responsible Officer, unless it shall be

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proved that the Indenture Trustee was negligent in ascertaining the pertinent facts.

iii.The Indenture Trustee shall not have any duty to make, arrange or ensure the completion of any recording, filing or registration of any instrument or other document (including any UCC Financing Statements), or any amendments or supplements to any of said instruments or to determine if any such instrument or other document is in a form suitable for recording, filing or registration, and the Indenture Trustee shall not have any duty to make, arrange or ensure the completion of the payment of any fees, charges or taxes in connection therewith.

iv.Whenever in performing its duties hereunder, the Indenture Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee may, in the absence of bad faith on the part of the Indenture Trustee, rely upon (unless other evidence in respect thereof be specifically prescribed herein) an Officer's Certificate of the Issuer, and such Officer's Certificate shall be full warrant to the Indenture Trustee for any action taken, suffered or omitted by it on the faith thereof.

v.The Indenture Trustee shall not have any obligations to see to the payment or discharge of any liens (other than the liens hereof) upon the Receivables, or to see to the application of any payment of the principal of or interest on any note secured thereby or to the delivery or transfer to any Person of any property released from any such lien, or to give notice to or make demand upon any mortgagor, mortgagee, trustor, beneficiary or other Person for the delivery or transfer of any such property. The Indenture Trustee (and any successor trustee or co-trustee in its individual capacity) nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens or encumbrances on the Receivables arising as a result of the Indenture Trustee (or such successor trustee or co-trustee, as the case may be) acting improperly in its capacity as Indenture Trustee (or such successor trustee or co-trustee, as the case may be).

vi.The Indenture Trustee shall not be concerned with or accountable to any Person for the use or application of any deposited moneys or of any property or securities or the proceeds thereof that shall be released or withdrawn in accordance with the provisions hereof or of any property or securities or the proceeds thereof that shall be released from the lien hereof or thereof in accordance with the provisions hereof or thereof and the Indenture Trustee shall not have any liability for the acts of other parties that are not in accordance with the provisions hereof.

b.The rights, duties and liabilities of the Indenture Trustee in respect of the Receivables and this Indenture, in addition to those set forth in Section 5.01(a), shall be as follows:

i.except during the continuance of an Event of Default with respect to the Notes, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and

ii.the Indenture Trustee may, in the absence of bad faith on its part, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture, to the extent expressly set forth herein.

c.Subject to Section 4.12 hereof, in case an Event of Default actually known to a Responsible Officer of the Indenture Trustee with respect to the Notes has occurred and is continuing, the Indenture 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 their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.

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d.No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

i.this subsection shall not be construed to limit the effect of subsections (a), (b) or (c) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts;

ii.the Indenture Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the directions of the Majority Noteholders, relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture with respect to the Notes; and

iii.the Indenture Trustee shall not be required to take notice or deemed to have notice of, or charged with knowledge of a default, an Event of Default or an Early Amortization Event unless either (i) a Responsible Officer of the Indenture Trustee shall have actual knowledge of such default, Event of Default or Early Amortization Event or (ii) written notice of such default shall have been given by the Issuer or by any Noteholder to and received by a Responsible Officer of the Indenture Trustee and in the absence of such notice or actual knowledge, the Indenture Trustee may conclusively assume that there is no default, Event of Default or Early Amortization Event.

Section 5.02 Notice of Defaults.

a.The Indenture Trustee, promptly but not later than two (2) Business Days after a Responsible Officer of the Indenture Trustee acquires actual knowledge of the occurrence of any Event of Default or any event which, after notice or lapse of time would become an Event of Default with respect to the Notes, shall notify the Issuer, the Noteholders, any Hedge Provider and the Agent of any such event, unless all such events known to the Indenture Trustee shall have been cured before the giving of such notice or unless the same is rescinded and annulled, or waived by the Noteholders pursuant to Section 4.02 or Section 4.12. For the purpose of this Section 5.02, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to the Notes.

b.The Indenture Trustee also agrees, promptly but no later than two (2) Business Days after a Responsible Officer of the Indenture Trustee acquires actual knowledge of the occurrence of any default or event of default under the Receivables Purchase Agreement, to notify the Issuer, the Noteholders and the Agent of such default or event of default.

Section 5.03 Certain Rights of Indenture Trustee.

Subject to the provisions of Section 5.01, in connection with this Indenture:

c.the Indenture Trustee may request and rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties as may be required by such party or parties pursuant to the terms of this Indenture;

d.any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order;

e.whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate;

f.the Indenture Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel rendered thereby shall be full and complete authorization and protection in respect of any action taken, suffered

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or omitted by it hereunder in good faith and in reliance thereon;

g.the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction;

h.the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note, debenture, coupon, other evidence of indebtedness or other paper or document, unless requested in writing to do so by the Majority Noteholders; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it, in the opinion of the Indenture Trustee, is not assured to it by the security afforded to it under this Indenture, then it may request indemnity reasonably satisfactory to it before making such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney;

i.the Indenture Trustee may, subject to Section 5.04, execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys of the Indenture Trustee; provided, that the Indenture Trustee shall not be responsible for any negligence on the part of any such attorneys or agents appointed by the Indenture Trustee with due care;

j.the Indenture Trustee shall not be required to provide any surety, bond or note of any kind in connection with the execution or performance of its duties hereunder;

k.except with respect to the representations made by it in Section 5.06 (and the certificate of authenticity on the Notes), the Indenture Trustee shall not make any representations as to the validity or sufficiency of this Indenture or the Notes;

l.the Indenture Trustee shall not at any time have any responsibility or liability with respect to the legality, validity or enforceability of the Receivables other than its failure to act in accordance with the terms of this Indenture;

m.the Indenture Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory to the Indenture Trustee against the costs, expenses and liabilities which may be incurred therein or thereby;

n.anything in this Indenture to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action;

o.the right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act;

p.the Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes with the same rights it would have if it were not Indenture Trustee, and may otherwise deal with the parties hereto; and

q.the Calculation Agent, the Posted Collateral Custodian, the Securities Intermediary, the Note Registrar and the Authenticating Agent shall be entitled to all of the rights benefits, immunities, indemnities and protections of

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the Indenture Trustee set forth in this Article V.

None of the provisions contained in this Indenture shall in any event require the Indenture Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

Section 5.04 Compensation and Reimbursement.

a.Subject to Section 5.04(b), the Issuer hereby agrees:

(1) to pay or cause to be paid to Wells Fargo Bank, N.A. in its capacities as Indenture Trustee, Calculation Agent, Posted Collateral Custodian, Certificate Registrar, Securities Intermediary, Authenticating Agent and Note Registrar, on a monthly basis, the Indenture Trustee Fee and the Calculation Agent Fee as compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and all reasonable expenses (including the reasonable expenses of its counsel), disbursements and advances incurred or made by the Indenture Trustee in connection with this Indenture, the Receivables or the Notes; provided, that the Issuer shall have no obligation to pay the Indenture Trustee's overhead or other internal costs or expenses;

(2) to reimburse, indemnify and hold harmless Wells Fargo Bank, N.A. in its capacities as Indenture Trustee, Calculation Agent, Posted Collateral Custodian, Certificate Registrar, Securities Intermediary, Authenticating Agent and Note Registrar and any director, officer, employee, agent, Affiliate or Control Person of Wells Fargo Bank, N.A. in its capacities as Indenture Trustee, Calculation Agent, Posted Collateral Custodian, Certificate Registrar, Securities Intermediary, Authenticating Agent and Note Registrar for any loss, liability, expense or disbursements (including without limitation costs and expenses of litigation, and of investigation, reasonable counsel fees, damages, judgments and amounts paid in settlement) incurred in connection with the acceptance of performance of the trusts and duties by Wells Fargo Bank, N.A. in its capacities as Indenture Trustee, Calculation Agent, Posted Collateral Custodian, Securities Intermediary, Authenticating Agent, Note Registrar and Certificate Registrar with respect to any Transaction Documents (other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties, or as may arise from a breach of any representation or warranty of the Indenture Trustee set forth herein).

With respect to any third party claim:

i.the Indenture Trustee shall give the Issuer, the Noteholders and the Agent written notice thereof promptly after the Indenture Trustee shall have knowledge thereof;

ii.while maintaining control over its own defense, the Indenture Trustee shall cooperate and consult fully with the Issuer in preparing such defense; and

iii.notwithstanding the foregoing provisions of this Section 5.04(a), the Indenture Trustee shall not be entitled to reimbursement out of the Note Payment Account for settlement of any such claim by the Indenture Trustee entered into without the prior consent of the Issuer, which consent shall not be unreasonably withheld or delayed.

The Indenture Trustee agrees to fully perform its duties under this Indenture notwithstanding any failure on the part of the Issuer to make any payments, reimbursements or indemnifications to the Indenture Trustee pursuant to this Section 5.04(a); provided, however, that (subject to Section 5.04(b)) nothing in this Section 5.04 shall be construed to limit the exercise by the Indenture Trustee of any right or remedy permitted under this Indenture in the event of the Issuer's failure to pay any sums due the Indenture Trustee pursuant to this Section 5.04.

b.The obligations of the Issuer set forth in Section 5.04(a) are nonrecourse obligations solely of the

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Issuer and will be payable only from the Trust Estate in accordance with Section 2.10(c). The Indenture Trustee hereby agrees that it has no rights or claims against the Issuer directly and shall only look to the Trust Estate to satisfy the Issuer's obligations under Section 5.04(a). The Indenture Trustee also hereby agrees not to file or join in filing any petition in bankruptcy or commence any similar proceeding in respect of the Issuer.

c.The obligations of the Issuer under this Section 5.04 shall survive the termination of this Indenture, the payment of the Notes and the resignation or removal of the Indenture Trustee.

Section 5.05 Corporate Indenture Trustee Required; Eligibility.

The Issuer hereby agrees, for the benefit of the Noteholders, that there shall at all times be an Indenture Trustee hereunder which (i) is Wells Fargo Bank, N.A., or (ii) is Deutsche Bank National Trust Company, or (iii) shall be a bank (within the meaning of Section 2(a)(5) of the 1940 Act) organized and doing business under the laws of the United States or any state thereof, authorized under such laws to exercise corporate trust powers, having aggregate capital, surplus and undivided profits of at least $100,000,000, and subject to supervision or examination by federal or state authority, the long term debt of which is rated not lower than “A” by the Rating Agency. If such bank publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital, surplus and undivided profits of such bank shall be deemed to be its combined capital, surplus and undivided profits as set forth in its most recent report of condition so published. The Indenture Trustee shall at all times meet the requirements of Section 26(a)(1) of the 1940 Act and shall in no event be an Affiliate of the Issuer or an Affiliate of any Person involved in the organization or operation of the Issuer or be directly or indirectly controlled by the Issuer. If at any time a Responsible Officer of the Indenture Trustee becomes aware that the Indenture Trustee has ceased to be eligible in accordance with the provisions of this Section 5.05, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

Section 5.06 Authorization of Indenture Trustee.

The Indenture Trustee represents and warrants as to itself: that it is duly authorized under applicable federal law and the law of the state of its organization, its charter and its by-laws to execute and deliver this Indenture, and to perform its obligations hereunder, including, without limitation, that it is duly authorized to accept the Grant to it for the benefit of the Noteholders of the Trust Estate and is authorized to authenticate the Notes, and that all corporate action necessary or required therefor has been duly and effectively taken or obtained and all federal and state governmental consents and approvals required with respect thereto have been obtained.

Section 5.07 Merger, Conversion, Consolidation or Succession to Business.

Any corporation, bank, trust company or association into which the Indenture Trustee may be merged or converted or with which it may be consolidated, or any corporation, bank, trust company or association resulting from any merger, conversion or consolidation to which the Indenture Trustee shall be a party, or any corporation, bank, trust company or association succeeding to all or substantially all the corporate trust business of the Indenture Trustee, shall be the successor of the Indenture Trustee hereunder; provided, that such corporation, bank, trust company or association shall be otherwise qualified and eligible under this Article V, without the execution or filing of any paper or any further act on the part of any of the parties hereto.

Section 5.08 Resignation and Removal; Appointment of Successor.

a.No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article V shall become effective until (i) the acceptance of appointment by the successor Indenture Trustee in accordance with the applicable requirements of Section 5.09 and (ii) repayment to the predecessor Indenture Trustee of all unpaid fees and expenses.

b.The Indenture Trustee may resign at any time by giving written notice thereof to the Issuer, any Hedge Provider and the Agent. If the respective instruments of acceptance by a successor Indenture Trustee required by Section 5.09 shall not have been delivered to each such party within 30 days after the giving of such notice of resignation, the resigning Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

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c.The Indenture Trustee may be removed at any time by the Majority Noteholders and notice of such action by the Noteholders shall be delivered to the Indenture Trustee and the Issuer.

d.If at any time:

i.the Indenture Trustee shall cease to be eligible under Section 5.05, or the representations of the Indenture Trustee in Section 5.06 shall prove to be untrue in any material respect, and the Indenture Trustee shall fail to resign after written request therefor by the Issuer or Noteholders of 10% or more of the aggregate Note Principal Balance of the Outstanding Notes; or

ii.the Indenture Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Indenture Trustee or of its property shall be appointed or any public officer shall take charge or control of the Indenture Trustee or its property or affairs for the purpose of rehabilitation, conservation or liquidation;

then, in any such case, (i) the Issuer may remove the Indenture Trustee, or (ii) subject to Section 4.13, any Noteholder may, on its own behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.

e.If the Indenture Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Indenture Trustee for any cause, the Issuer shall promptly remove the Indenture Trustee and appoint a successor Indenture Trustee, subject to the Agent's consent, who shall comply with the applicable requirements of Section 5.09. If, within 60 days after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Indenture Trustee shall not have been appointed by the Issuer and shall not have accepted such appointment in accordance with the applicable requirements of Section 5.09, then a successor Indenture Trustee shall be appointed by the Majority Noteholders by notice delivered to the Issuer and the retiring Indenture Trustee, and the successor Indenture Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 5.09, become the successor Indenture Trustee with respect to the Notes.

If, within 120 days after such resignation, removal or incapacity, or the occurrence of such vacancy, no successor Indenture Trustee shall have been so appointed and accepted appointment in the manner required by Section 5.09, the resigning Indenture Trustee may, on its own behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

f.The Issuer shall give notice of any resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee by giving notice of such event to the Noteholders. Each notice shall include the name of the successor Indenture Trustee and the address of its Corporate Trust Office.

Section 5.09 Acceptance of Appointment by Successor.

In case of the appointment hereunder of a successor Indenture Trustee, the successor Indenture Trustee so appointed shall execute, acknowledge and deliver to the Issuer, any Hedge Provider, the Agent and the retiring Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Indenture Trustee shall become effective and such successor Indenture Trustee without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Indenture Trustee; but, on the request of the Issuer or the successor Indenture Trustee such retiring Indenture Trustee shall, upon payment of each of its fees and expenses, execute and deliver an instrument transferring to such successor Indenture Trustee all the rights, powers and trusts of the retiring Indenture Trustee shall duly assign, transfer and deliver to such successor Indenture Trustee all property and money held by such retiring Indenture Trustee hereunder, and shall take such action as may be requested by the Administrator on behalf of the Issuer to provide for the appropriate interest in the Trust Estate to be vested in such successor Indenture Trustee, but shall not be responsible for the recording of such documents and instruments as may be necessary to give effect to the foregoing.

Upon request of any such successor Indenture Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Indenture Trustee all such rights, powers and

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trusts referred to in this Section 5.09.

No successor Indenture Trustee shall accept its appointment unless at the time of such acceptance such successor Indenture Trustee shall be qualified and eligible under this Article V.

Section 5.10 Unclaimed Funds.

The Indenture Trustee is required to hold any payments received by it with respect to the Notes that are not paid to the Noteholders in trust for the Noteholders. Notwithstanding the foregoing, at the expiration of two (2) years following the Final Payment Date for the Notes, any moneys set aside in accordance with Section 2.10(b) for payment of principal, interest and other amounts on such Notes remain unclaimed by any lawful owner thereof, such unclaimed funds and, to the extent required by applicable law, any accrued interest thereon shall be remitted to the Issuer to be held in trust by the Issuer for the benefit of the applicable Noteholder until distributed in accordance with applicable law, and all liability of the Indenture Trustee with respect to such money shall thereupon cease; provided, that the Indenture Trustee, before being required to make any such repayment, may, at the expense of the applicable Noteholder, payable out of such unclaimed funds, to the extent permitted by applicable law, and otherwise at the expense of the Issuer, cause to be published at least once but not more than three times in two newspapers in the English language customarily published on each Business Day and of general circulation, in New York, New York, a notice to the effect that such moneys remain unclaimed and have not been applied for the purpose for which they were deposited, and that after a date specified therein, which shall be not less than 30 days after the date of first publication of said notice, any unclaimed balance of such moneys then remaining in the hands of the Indenture Trustee will be paid to the Issuer upon its written directions to be held in trust for the benefit of the applicable Noteholder until distributed in accordance with applicable law. Any successor to the Issuer through merger, consolidation or otherwise or any recipient of substantially all the assets of the Issuer in a liquidation of the Issuer shall remain liable for the amount of any unclaimed balance paid to the Issuer pursuant to this Section 5.10.

Section 5.11 Illegal Acts.

No provision of this Indenture or any amendment or supplement hereto shall be deemed to impose any duty or obligation on the Indenture Trustee to do any act in the performance of its duties hereunder or to exercise any right, power, duty or obligation conferred or imposed on it, which under any present or future law shall be unlawful, or which shall be beyond the corporate powers, authorization or qualification of the Indenture Trustee.

Section 5.12 Communications by the Indenture Trustee.

The Indenture Trustee shall send to the Issuer, within one (1) Business Day after the Maturity Date thereof, if any principal of or interest on such Notes due and payable hereunder is not paid, a written demand for payment thereof.

Section 5.13 Separate Indenture Trustees and Co-Trustees.

a.Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting legal requirements applicable to it in the performance of its duties hereunder, the Indenture Trustee shall have the power to, and shall execute and deliver all instruments to, appoint one or more Persons to act as separate trustees or co-trustees hereunder, jointly with the Indenture Trustee, of any of the Trust Estate subject to this Indenture, and any such Persons shall be such separate trustee or co-trustee, with such powers and duties consistent with this Indenture as shall be specified in the instrument appointing such Person but without thereby releasing the Indenture Trustee from any of its duties hereunder. For the avoidance of doubt, the Indenture Trustee has no duty under this Indenture to perform any obligations of the Hedge Enforcement Party. If the Indenture Trustee obtains the consent of the Agent and the Issuer to the retention of any such separate trustee or co-trustee, the Indenture Trustee shall not be responsible for any fees or expenses of any such separate trustee or co-trustee. If the Indenture Trustee shall request the Issuer to do so, the Issuer shall join with the Indenture Trustee in the execution of such instrument, but the Indenture Trustee shall have the power to make such appointment without making such request. A separate trustee or co-trustee appointed pursuant to this Section 5.13 need not meet the eligibility requirements of Section 5.05.

b.Every separate trustee and co-trustee shall, to the extent not prohibited by law, be subject to the following terms and conditions:

i.the rights, powers, duties and obligations conferred or imposed upon such separate or co-

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trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate or co-trustee jointly, as shall be provided in the appointing instrument, except to the extent that under any law of any jurisdiction in which any particular act is to be performed any nonresident trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or co-trustee;

ii.all powers, duties, obligations and rights conferred upon the Indenture Trustee, in respect of the custody of all cash deposited hereunder shall be exercised solely by the Indenture Trustee; and

iii.the Indenture Trustee may at any time by written instrument accept the resignation of or remove any such separate trustee or co-trustee, and, upon the request of the Indenture Trustee, the Issuer shall join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to make effective such resignation or removal, but the Indenture Trustee shall have the power to accept such resignation or to make such removal without making such request. A successor to a separate trustee or co-trustee so resigning or removed may be appointed in the manner otherwise provided herein.

c.Such separate trustee or co-trustee, upon acceptance of such trust, shall be vested with the estates or property specified in such instrument, jointly with the Indenture Trustee, and the Indenture Trustee shall take such action as may be necessary to provide for (i) the appropriate interest in the Trust Estate to be vested in such separate trustee or co-trustee, (ii) the execution and delivery of any transfer documentation or note powers that may be necessary to give effect to the transfer of the Receivables to the co-trustee. Any separate trustee or co-trustee may, at any time, by written instrument, constitute the Indenture Trustee its agent or attorney in fact with full power and authority, to the extent permitted by law, to do all acts and things and exercise all discretion authorized or permitted by it, for and on behalf of it and in its name. If any separate trustee or co-trustee shall be dissolved, become incapable of acting, resign, be removed or die, all the estates, property, rights, powers, trusts, duties and obligations of said separate trustee or co-trustee, so far as permitted by law, shall vest in and be exercised by the Indenture Trustee, without the appointment of a successor to said separate trustee or co-trustee, until the appointment of a successor to said separate trustee or co-trustee is necessary as provided in this Indenture.

d.Any notice, request or other writing, by or on behalf of any Noteholder, delivered to the Indenture Trustee shall be deemed to have been delivered to all separate trustees and co-trustees.

e.Although co-trustees may be jointly liable, no co-trustee or separate trustee shall be severally liable by reason of any act or omission of the Indenture Trustee or any other such trustee hereunder.

ARTICLE VI REPORTS TO NOTEHOLDERS

Section 6.01    Reports to Noteholders and Others.

a.Based on information provided to the Indenture Trustee by the Servicer pursuant to the Servicing Contract and the Transaction Documents, the Indenture Trustee shall prepare, or cause to be prepared, and deliver by first class mail or electronic means on each Payment Date, or as soon thereafter as is practicable, to the Issuer, any Interested Person, each Noteholder, Swap Provider and Certificateholder or any of their designees (the “Interested Parties”) a statement in respect of the payments made on such Payment Date setting forth the information set forth in Exhibit F hereto (the “Trustee Report”). On each Payment Date, the Indenture Trustee shall make the Trustee Report available each month to the Agent and Interested Parties via the Indenture Trustee's internet website. The Indenture Trustee's internet website shall initially be located at www.ctslink.com which may be accessed by Interested Parties with the use of an assigned password. The Indenture Trustee shall provide reasonable assistance in using the website to users that call the Indenture Trustee's customer service desk at (866) 846-4526. Parties that are unable to use the above distribution options are entitled to have a paper copy mailed to them via first class mail by calling the customer service desk and indicating the need for assistance. The Indenture Trustee shall have the right to change the way the Trustee Report is distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Indenture Trustee shall provide timely and adequate notification to all above parties regarding any such

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changes. As a condition to access to the Indenture Trustee's internet website, the Indenture Trustee may require registration and the acceptance of a disclaimer. The Indenture Trustee shall be entitled to rely on, but shall not be responsible for the content or accuracy of, any information provided to it by any other party in accordance with the Transaction Documents and may affix thereto any disclaimer it deems appropriate in its reasonable discretion.

b.Within a reasonable period of time after the end of each calendar year, upon request unless required pursuant to the Code (but in no event more than 60 days following the end of such calendar year), the Indenture Trustee shall prepare, or cause to be prepared, and mail to each Person who at any time during the calendar year was a Noteholder (i) a statement containing the aggregate amount of principal and interest payments on the Notes for such calendar year or applicable portion thereof during which such person was a Noteholder and (ii) such other customary information as the Indenture Trustee deems necessary or desirable for Noteholders to prepare their federal, state and local income tax returns. The obligations of the Indenture Trustee in the immediately preceding sentence shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Indenture Trustee pursuant to any requirements of the Code. As soon as practicable following the request of any Noteholder in writing, the Indenture Trustee shall furnish to such Noteholder such information regarding the Receivables as such holder may reasonably request.

c.The Agent hereby appoints Wells Fargo Bank, N.A. as Calculation Agent (the “Calculation Agent”) for the purpose of making calculations and verifications as provided in this Section 6.01(c). The Calculation Agent shall provide all services as set forth herein, applying a standard of care and diligence reasonably expected from a nationally reputable company performing the services contemplated of the Calculation Agent. The Calculation Agent may be removed by the Agent at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Agent, as described in the preceding sentence, the Agent will promptly appoint as a replacement Calculation Agent a leading bank or financial institution. No resignation or removal of the Calculation Agent shall be effective without a successor having been duly appointed. Wells Fargo Bank, N.A., as Calculation Agent under this Indenture, shall be entitled to the same rights, protections, expense reimbursements and indemnities afforded to the Indenture Trustee hereunder.

i.On each Payment Date, based upon information provided to the Indenture Trustee and the Calculation Agent by the Servicer pursuant to the Servicing Contract and the Transaction Documents, as well as each applicable Payment Date Report and all available reports issued by Freddie Mac or related parties for the Mortgage Loans, the Calculation Agent shall prepare, or cause to be prepared, and deliver by first class mail or electronic means to Interested Parties, a report setting forth the information set forth in Exhibit G hereto (the “Calculation Agent Report”) which shall include, among other things, the following information:

1.(A)The Advance Ratio as of the date of such Calculation Agent Report;

2.

3.(B)The Collateral Value of each Receivable sold and/or contributed to the Issuer as of the date of such Calculation Agent Report and the Aggregate Collateral Value thereof;

4.

5.(C)Whether the Collateral Coverage Requirement has been satisfied as of the date of the Calculation Agent Report;

6.(D)Whether all Receivables satisfy the eligibility requirements set forth in subsections (e), (h) and (i) of the definition of Eligible Receivables;

7.

8.(E)Whether an Early Amortization Event has occurred under subsection (h) or (j) of the definition thereof;

9.

10.(F)Whether a Pool Termination Event has occurred under any of subsections (b) and/or (c) of the definition thereof;

11.

12.(G) The Market Value Ratio as of the date of such Calculation Agent Report;

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13.(H) The Monthly Reimbursement Rate as of the date of such Calculation Agent Report;

14.

15.(I) Whether Freddie Mac shall have refused or failed to reimburse, or suspended the Servicer's right to reimbursement of, Receivables related to Servicing Advances, such refusal, failure or suspension not being related to a specific claim submitted for reimbursement, and which refusal, failure or suspension continues for a period greater than 10 days from the date of suspension, failure to reimburse or notice of refusal and such refusal, failure or suspension continues to exist on the date of such Calculation Agent Report; and

16.

17.(J)The aggregate amount of Receivables Balance (as of the date of such Calculation Agent Report) that have not been reimbursed by Freddie Mac for a period of (x) 60 days from the date of filing the claim for reimbursement (and not any resubmission of such claim) or (y) 90 days from the date of completion of a non-Real Estate Owned (REO) event or activity, as such term is used in Section 71.13 of the Freddie Mac Servicing Guide, or (z) 90 days from the date of Freddie Mac's acquisition, as such term is used in Section 71.13 of the Freddie Mac Servicing Guide, of the REO or, with respect to a request for reimbursement of allowable expenses incurred after the acquisition date, 90 days from the sale of such REO.

ii.In the event of any variance between a calculation as set forth by the Servicer and a calculation as set forth by the Calculation Agent, the calculation set forth by the Calculation Agent shall be conclusive and determinative.

Section 6.02 Servicer Reports.

(a)By no later than the 4^th Business Day before each Payment Date, the Servicer shall deliver to the Agent a report in the form of Exhibit C hereto (the “Monthly Servicer Report”) (in electronic form) listing, among other things, (i) each Event of Default, Early Amortization Event and Pool Termination Event with a yes or no answer beside each indicating whether each possible Event of Default, Early Amortization Event and Pool Termination Event has occurred as of the end of the preceding Collection Period, (ii) the occurrence of any net margin call under any of the Nationstar's financing arrangements with any Person other than the Agent or the Noteholders, (iii) the information described in Exhibit C with respect to the Aggregate Receivables and (iv) the amount of any compensatory fees imposed by Freddie Mac during the prior monthly period on the Servicer in an aggregate amount in excess of $1,000. The Servicer shall deliver the Monthly Servicer Report to the Issuer, the Indenture Trustee, the Calculation Agent, the Agent, each Swap Provider and the Verification Agent (i) on the date on which the initial Funding Notice is delivered in accordance with Section 7.02 and (ii) by no later than four (4) Business Days prior to each Payment Date.

(b)In addition, no later than the Business Day before each Payment Date, the Servicer shall deliver to the Issuer, the Indenture Trustee, the Calculation Agent, the Verification Agent, each Swap Provider and the Agent a report in substantially the form of Exhibit D hereto (the “Payment Date Report”) containing the information described in Exhibit D. Each Payment Date Report shall also, among other things, (A) state the Aggregate Collateral Value as of the end of the preceding Collection Period and (B) demonstrate that the Collateral Coverage Requirement was met at such time and (C) contain any other information necessary for the Calculation Agent to prepare the Calculation Agent Report and for the Indenture Trustee to make the payments required by Section 2.10 on such Payment Date and all information necessary for the Indenture Trustee to make such statements available to Noteholders pursuant to Section 6.01(a) and such additional information as may be reasonably requested by the Indenture Trustee, the Calculation Agent, the Agent or the Verification Agent from time to time.

(c)With respect to any Servicing Advances, by no later than 12:00 PM Eastern time one (1) Business Day prior to the Initial Funding Date (or, in the event the Initial Funding Date is on the Closing Date, on the Closing Date) and each subsequent Funding Date on which Additional Note Balances are to be purchased and, with respect to any Delinquency Advances, by no later than 10:00 AM Eastern time (or, in the case of a Delinquency Advance to be made on such Funding Date, such other time as the Servicer, the Seller, the Agent and the Indenture Trustee may

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mutually agree) on the Initial Funding Date (or, in the event the Initial Funding Date is on the Closing Date, on the Closing Date) and each subsequent Funding Date on which Additional Note Balances are to be purchased, the Servicer shall deliver to the Issuer, the Indenture Trustee, Calculation Agent, the Verification Agent and the Agent a report in substantially the form of Exhibit E hereto (each, a “Funding Date Report”) containing the information described in Exhibit E and (A) listing all Receivables to be purchased as of the close of business on such Funding Date (summarized in each case by Delinquency Advances, Corporate Advances (Non-Judicial States), Corporate Advances (Judicial States), Escrow Advances (Non-Judicial States), Escrow Advances (Judicial States) and including each Delinquency Advance and Servicing Advance by loan number) and (B) stating the aggregate amount of the Collateral Value and Subordinate Loan Proceeds (as defined in the Receivables Purchase Agreement) to be paid on the Funding Date.

(d)The Seller, as Servicer, shall provide in the Payment Date Report a schedule detailing the itemized Freddie Mac Reimbursement Amounts deposited into the Reimbursement Account or a Freddie Mac Collection Account since the prior Payment Date Report.

(e)Notwithstanding anything contained herein to the contrary, none of the Verification Agent (except as described in the Verification Agent Letter), the Indenture Trustee nor the Agent shall have any obligation to verify or recalculate any information provided to them by the Servicer.

Section 6.03 Access to Certain Information.

d.The Indenture Trustee shall afford to the Issuer, the Agent, the Servicer, the Seller and any Holder or Holders of Notes, and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Noteholder, access to any documentation regarding the Receivables within its control that may be required to be provided under this Indenture or by applicable law. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Indenture Trustee designated by it.

e.The Indenture Trustee shall maintain at its office primarily responsible for administration of the Trust Estate and shall deliver to the Issuer, the Servicer, the Seller, the Agent and any Noteholder or Person identified to the Indenture Trustee as a prospective transferee of a Note or an interest therein (at the reasonable request and expense of the requesting party), copies of the following items (to the extent that such items have been delivered to the Indenture Trustee or the Indenture Trustee can cause such items to be delivered to it without unreasonable burden or expense): (i) this Indenture, the Receivables Purchase Agreement and any amendments hereto or thereto; (ii) all reports prepared by, and all reports delivered to, the Indenture Trustee or the Servicer since the Closing Date; (iii) all Officer's Certificates delivered by the Servicer since the Closing Date and all Officer's Certificates delivered by the Issuer since the Closing Date pursuant to Section 9.08 of this Indenture; (iv) all accountants' reports caused to be delivered by the Servicer since the Closing Date; and (v) each of the Receivables Files. The Indenture Trustee shall make available copies of any and all of the foregoing items upon request of any party set forth in the previous sentence. However, the Indenture Trustee shall be permitted to require of such party the payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies as are requested by such party.

ARTICLE VII FUNDING ACCOUNT; PURCHASE OF ADDITIONAL RECEIVABLES

Section 7.01 Funding Account.

On each Funding Date other than a Skip Funding Date, the Indenture Trustee shall deposit or cause to be deposited into the Funding Account based on the information set forth in the Funding Date Report: (i) the Initial Note Balance or Additional Note Balances, as applicable, purchased by the Note Purchaser pursuant to the Note Purchase Agreement on such Funding Date; and (ii) the Excess Amount, if any, on deposit in the Reimbursement Account to the extent available to fund the Collateral Value of the Receivables purchased on such Funding Date pursuant to Section 2.10(d)(iii). On each Funding Date other than a Skip Funding Date, subject to satisfaction of the Funding Conditions and the other requirements of Section 7.02, the Indenture Trustee shall withdraw from the Funding Account and pay to the Servicer the Collateral Value for the Additional Receivables to be acquired by the Issuer on such Funding Date; provided, however, that on each Funding Date, subject to satisfaction of the Funding Conditions and the other requirements of Section 7.02, the Indenture Trustee shall, with respect to Additional Receivables consisting of Delinquency Advances required to be made by the Servicer on such Funding Date under the terms and provisions of

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the Servicing Contract (and which have not yet been funded by the Servicer), withdraw from the Funding Account and pay to the appropriate parties, on behalf of the Servicer, the aggregate Collateral Value with respect to such Delinquency Advances in accordance with the instructions of the Servicer set forth in the related Funding Notice; provided, further, that the Funding Notice and Funding Date Report related to any such Delinquency Advance required to be made by the Servicer on such Funding Date shall be delivered no later than 10:00 AM Eastern time (or such other time as the Servicer, the Seller, the Agent and the Indenture Trustee may mutually agree) on such Funding Date.

7.02 Purchase of Receivables.

With respect to Servicing Advances, one (1) Business Day prior to each Funding Date other than a Skip Funding Date (or, in the event the Initial Funding Date is on the Closing Date, on the Closing Date) by no later than 12:00 PM Eastern time and, with respect to Delinquency Advances, by no later than 10:00 AM Eastern time (or, in the case of a Delinquency Advance to be made on such Funding Date, such other time as the Servicer, the Seller, the Agent and the Indenture Trustee may mutually agree) on each Funding Date other than a Skip Funding Date (or, in the event the Initial Funding Date is on the Closing Date, on the Closing Date), the Seller shall deliver a Funding Notice and, pursuant to Section 6.02(c), a Funding Date Report to the Indenture Trustee and the Agent. The Seller shall certify in the Funding Notice that the Funding Conditions set forth in clauses (ii), (iii), (iv), (v), (vi), (vii), (viii), (xii), (xiii), (xiv), (xv), (xvi) and (xvii) of this Section 7.02 have been satisfied and, on the Funding Date, the Administrator shall re-certify that such Funding Conditions are satisfied. Upon receipt of the Funding Notice and Funding Date Report by the Indenture Trustee and confirmation by the Indenture Trustee that the Funding Conditions set forth in clauses (i) (as to the Indenture Trustee's receipt), (iii), (iv) (based on the Funding Notice), (ix),(x), (xi), (xii), (xiv), (xv) and (xvi) of this Section 7.02 have been satisfied on or prior to such Funding Date (provided that with respect to conditions (i), (iii), (xii), (xiii), (xv), (xvi) and (xvii), that the Indenture Trustee has not received notice from the Agent or any Noteholder that such condition has not been satisfied), on the Funding Date the Indenture Trustee shall apply funds on deposit in the Funding Account in the manner specified in Section 7.01 with respect to such Additional Receivables; provided, that no Noteholder shall have any obligation to fund any Additional Note Balance if it receives notice from the Issuer or the Agent that any of the Funding Conditions have not been satisfied. In the event that the Indenture Trustee determines that any of the Funding Conditions set forth in clauses (i), (iii), (iv) (based on the information set forth in the Funding Notice), (ix), (x), (xi) or (xii) of this Section 7.02 have not been satisfied on or prior to such Funding Date, the Indenture Trustee shall promptly notify the Seller and the Agent.

The funding by the Indenture Trustee of the Collateral Value with respect to any Initial Receivable or Additional Receivable, as applicable, shall be subject to the satisfaction on the related Funding Date of the following conditions precedent (the “Funding Conditions”):

i.the Issuer shall have delivered (or caused to be delivered) to the Indenture Trustee and the Agent the related Schedule of Initial Receivables or Schedule of Additional Receivables, as applicable, along with the applicable Funding Notice and Bill of Sale pursuant to the Receivables Purchase Agreement;

ii.as of such Funding Date, neither the Seller nor the Issuer shall (A) be insolvent, (B) be made insolvent by the transfer of the related Receivables or (C) have reason to believe that its insolvency is imminent;

iii.the Funding Period shall not have terminated;

iv.as of such Funding Date (after giving effect to the transfer of the related Receivables on such Funding Date), the Collateral Coverage Requirement shall be satisfied;

v.each of the representations and warranties made by the Seller under the Receivables Purchase Agreement with respect to the related Receivables shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such Funding Date with the same effect as if then made and each of the Seller and the Issuer shall have performed all obligations to be performed by it under the Transaction Documents on or prior to such Funding Date;

vi.the Seller or the Issuer shall have taken any action requested by the Indenture Trustee or the

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Noteholders required to maintain the ownership interest of the Issuer and the first priority lien of the Indenture Trustee in the Trust Estate;

vii.all conditions precedent to the transfer of the related Receivables pursuant to the Receivables Purchase Agreement shall have been fulfilled as of such Funding Date;

viii.sufficient funds are on deposit in the Funding Account (after giving effect to the purchase by the Noteholders of Additional Note Balances) to pay the Collateral Value with respect to such Receivables;

ix.the Indenture Trustee has received confirmation from the Verification Agent that the verification procedures have been performed in accordance with the Verification Agent letter to the satisfaction of the Verification Agent;

x.commencing with the first Funding Date after the Initial Funding Date, an amount equal to not less than the Expense Reserve is on deposit in the Reimbursement Account (after taking into account the purchase of the related Additional Receivables);

xi.the Note Principal Balance is equal to or less than the Maximum Note Balance, after taking into account the funding of any Additional Note Balance on such Funding Date;

xii.a Funding Interruption Event, an Early Amortization Event or an Event of Default shall not have occurred and be continuing;

xiii.a Pool Termination Event has not occurred or a Pool Termination Event which has occurred has not been waived by the Agent and the Required Noteholders;

xiv.to the extent the Agent shall have requested that the Issuer enter into a Hedge Agreement, the aggregate notional amount of all such Hedge Agreements assigned and pledged to the Indenture Trustee pursuant to the terms and provisions of Section 2.20 shall be at least equal to the Note Principal Balance;

xv.the Agent shall have received the Freddie Mac Consent Agreement and the Freddie Mac Consent Agreement continues to be in full force and effect, and with respect to any subsequent Funding Date on which Schedule I contains one or more Mortgage Loans that were not included on such schedule on the prior Funding Date, a Freddie Mac Consent Agreement with respect to such additional Mortgage Loans;

xvi.with respect to the Initial Funding Date and each subsequent Funding Date on which Schedule I contains one or more Mortgage Loans that were not included on such schedule on the prior Funding Date, the Agent and the Indenture Trustee shall have received evidence reasonably satisfactory to the Agent of (A) the completion of all recordings, registrations and filings as may be necessary or, in the reasonable opinion of the Agent, desirable to perfect or evidence the assignment by the Seller to the Depositor of the Seller's ownership interest in the Aggregate Receivables and the proceeds thereof and the assignment by the Depositor to the Issuer of the Depositor's ownership interest in the Aggregate Receivables and the proceeds thereof and (B) the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Agent, desirable to perfect or evidence the Grant of a first priority perfected security interest in the Issuer's ownership interest in the Trust Estate, in favor of the Indenture Trustee, subject to no Liens prior to the Lien created by the Indenture; and

xvii.a Cease Funding Event shall not have occurred.

Section 7.03 Addition and Removal of Mortgage Loans.

a.From time to time during the Funding Period, the Issuer may request the Agent's consent to add Mortgage Loans to the definition of “Freddie Mac Pool”, and such additional Mortgage Loans may be added to the

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definition of “Freddie Mac Pool” with the written consent of the Agent (such consent at the sole discretion of the Agent).  The Issuer understands and acknowledges that the Agent does not hereby commit to add any such transactions and any agreement to do so is subject to completion by the Agent of due diligence to its satisfaction regarding such transactions and execution of such additional documentation as the Agent deems appropriate in its sole discretion (such sole discretion to be exercised in good faith with regard to any such request to add Mortgage Loans to the definition of “Freddie Mac Pool”). The Issuer shall promptly notify the Indenture Trustee, the Calculation Agent and the Verification Agent of any such designation of additional Mortgage Loans and shall provide certification to the Indenture Trustee in writing that all financing statements or amendments to financing statements as necessary to perfect the security interests of the Depositor, Issuer and Indenture Trustee have been filed and that a Freddie Mac Consent Agreement has been executed with respect to the Receivables related to such Mortgage Loans. Upon execution by both the Seller and the Issuer of an updated Assignment of Receivables and Schedule of Mortgage Loans substantially in the form of Exhibit H hereto, and satisfaction of the conditions set forth in this Section 7.03, the definition of “Freddie Mac Pool” shall include all the Mortgage Loans set forth on the schedule of Mortgage Loans attached to the related Assignment of Receivables and Schedule of Mortgage Loans and the Seller shall thereupon sell to the Depositor and the Depositor shall thereupon sell and/or contribute all of its right, title and interest in, to and under all Receivables arising under each Mortgage Loans on the schedule of Mortgage Loans attached to the related Assignment of Receivables and Schedule of Mortgage Loans.

b.With the consent of the Agent (in its sole and absolute discretion), the Issuer may remove from the definition of Freddie Mac Pool, a Mortgage Loan and all Receivables with respect thereto with respect to which (i) the Servicer has transferred its rights as Servicer, or (ii) a Pool Termination Event has occurred; provided, however, that the Issuer shall so remove transactions solely upon the occurrence of both (i) the sum of the Collateral Value as of such date plus the Collateral Value of any Additional Receivables proposed to be purchased on the immediately succeeding Funding Date under the terms and provisions of the Transaction Documents being greater than the Maximum Note Balance (such, a “Funding Imbalance”) and (ii) the Agent having rejected any proposal of the Seller, the Depositor or the Issuer to amend or modify the definition of “Maximum Note Balance” pursuant to the terms and provisions of the Indenture subsequent to the determination of a Funding Imbalance; provided, further, that in connection with any such sale and purchase of the outstanding unreimbursed Receivables with respect to a removed Mortgage Loan, all Receivables related to such Mortgage Loan must be so purchased, and a partial purchase shall not be permitted provided, further, that the Issuer shall so remove a Mortgage Loan such that the aggregate Receivables Balance with respect thereto is the smallest amount necessary to correct the Funding Imbalance as of such date.  The Issuer shall promptly notify the Indenture Trustee of any such designation or removal and shall be able to remove any Mortgage Loan, in addition to the conditions precedent set forth above in this Section 7.03, upon the Indenture Trustee having received certification from the Seller in writing that it has filed all financing statements or amendments to financing statements as necessary.  The Issuer may sell the unreimbursed Receivables with respect to a removed Mortgage Loan to the Seller or its designee.In connection with any sale of Receivables to Seller or its designee pursuant to this Section 7.03(b), Seller shall deposit or cause to be deposited an amount equal to the outstanding Receivables Balance of each such Receivable purchased into the Note Payment Account and any termination payments required to be made pursuant to any Swap Agreements. Upon receipt of such amounts, the Indenture Trustee shall release the lien of this Indenture with respect to such purchased Receivables. 

ARTICLE VIII SUPPLEMENTAL INDENTURES; AMENDMENTS

Section 8.01 Supplemental Indentures or Amendments Without Consent of Noteholders.

Without the consent of the Noteholders but with the consent of the Agent, Nationstar (for so long as it holds any interest in the trust), the Issuer, to the extent the Indenture Trustee is a party to the related Transaction Document, the Indenture Trustee and, to the extent the rights and obligations of any Hedge Provider are materially and adversely affected thereby, such Hedge Provider, at any time and from time to time, may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to any other Transaction Document, for any of the following purposes:

(1) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee;

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(2) to correct any manifestly incorrect description, or amplify the description, of any property subject to the lien of this Indenture;

(3) to modify the Indenture or any other Transaction Document as required by, or made necessary by any change in, applicable law;

(4) to correct any mistake or typographical error or cure any ambiguity, or to cure, correct or supplement any defective or inconsistent provision herein or any other Transaction Document; or

(5) to amend any other provision of the Indenture or any other Transaction Document, as applicable.

No such supplemental indenture or amendment shall be effective unless (i) the Issuer obtains a Tax Opinion and furnishes such Tax Opinion to the Indenture Trustee in connection therewith, and (ii) with respect to clause (5) such supplemental indenture or amendment will not (a) adversely affect the interests of any Noteholder under this Indenture in any material respect as evidenced by the delivery to the Issuer, the Indenture Trustee and the Noteholders of an Opinion of Counsel to the effect that such action will not adversely affect the interests of any Noteholder under this Indenture in any material respect or (b) be materially adverse to Freddie Mac in any respect as evidenced by the delivery to the Issuer, the Indenture Trustee and the Noteholders of an Opinion of Counsel to the effect that such action will not be materially adverse to Freddie Mac in any respect.

Section 8.02 Supplemental Indentures With Consent of Noteholders.

With the consent of the Required Noteholders, Nationstar (for so long as it holds any interest in the trust), the Issuer, the Indenture Trustee and each Hedge Provider (to the extent the rights and obligations of any Hedge Provider are materially and adversely affected thereby), may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof, modifying in any manner the rights of the Noteholders hereunder or thereunder or evidencing and providing for the acceptance of appointment by a successor Indenture Trustee or Servicer; provided, that no such supplemental indenture or amendment shall be effective unless the Issuer obtains a Tax Opinion and furnishes such Tax Opinion to the Indenture Trustee in connection therewith; provided, that no such supplemental indenture or amendment shall, without the consent of the Noteholders of 100% in aggregate Note Principal Balance of the Outstanding Notes:

(1) change the Stated Maturity Date or the Payment Date of any principal, interest or other amount on any Note, or reduce the Note Principal Balance thereof or any of Note Floating Rate, Note Margin Rate or Note Post-ARD Additional Rate thereon, or authorize the Indenture Trustee to agree to delay the timing of, or reduce the payments to be made on or in respect of, the Receivables except as provided herein or in the Receivables Purchase Agreement, or change the coin or currency in which the principal of any Note or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity Date thereof;

(2) reduce the percentage of the then aggregate Note Principal Balance of the Outstanding Notes, the consent of whose Noteholders is required for any such supplemental indenture or amendment, or the consent of whose Noteholders is required for any waiver of defaults hereunder and their consequences provided for in this Indenture, or for any other reason under this Indenture (including for actions taken by the Indenture Trustee pursuant to Section 5.01(a) hereof);

(3) change any obligation of the Issuer to maintain an office or agency in the places and for the purposes specified in Section 9.01;

(4) except as otherwise expressly provided in this Indenture, deprive any Noteholder of the benefit of a first priority security interest in the Trust Estate as provided in this Indenture;

(5) modify Section 2.10 or Article VIII;

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(6)change the Discount Factor or the Stated Maturity Date;

(7) release from the lien of the Indenture (except as specifically permitted hereby on the date of execution hereof, including without limitation, in connection with any exercise of the Clean-up Call Option or Redemption Option) all or any part of the Trust Estate; or

(8)increase the fees payable in accordance with Section 2.10(c) to the Agent, the Issuer, the Owner Trustee, Wells Fargo Bank, N.A. (in its capacities as Indenture Trustee, Calculation Agent, Posted Collateral Custodian, Securities Intermediary, Authenticating Agent, Note Registrar or Certificate Registrar), or the Verification Agent; provided, however, that, for the avoidance of doubt, this clause (8) shall not apply to any fee payable to the Agent that is not payable in accordance with Section 2.10(c).

In addition, either (i) such supplemental indenture or amendment will not be materially adverse to Freddie Mac in any respect as evidenced by the delivery to the Issuer, the Indenture Trustee and the Noteholders of an Opinion of Counsel to the effect that such action will not be materially adverse to the interests of Freddie Mac in any respect or (ii) the Issuer shall have received the consent of Freddie Mac to such supplemental indenture or amendment.

It shall not be necessary for the consent of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Section 8.03 Delivery of Supplements and Amendments.

Prior to the execution thereof, the Seller and the Issuer shall provide a copy to the Hedge Provider of any proposed amendment or supplement to this Indenture. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment pursuant to the provisions hereof, the Indenture Trustee, at the expense of the Issuer payable out of the Trust Estate pursuant to Section 5.04, shall procure delivery of a fully executed copy of such supplemental indenture or amendment to each Hedge Provider, and shall furnish a notice setting forth in general terms the substance of such supplemental indenture or amendment to each Noteholder at the address for such Noteholder set forth in the Note Register.

Section 8.04 Execution of Supplemental Indentures, etc.

In executing, or accepting the additional trusts created by any supplemental indenture or amendment permitted by this Article VIII or in accepting the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, at the Issuer's expense payable out of the Trust Estate pursuant to Section 5.04, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture, amendment or modification is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture or amendment or consent to any such modification which affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise.

ARTICLE IX COVENANTS; WARRANTIES

Section 9.01 Maintenance of Office or Agency.

The Issuer shall maintain or cause to be maintained an office or agency in the continental United States where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Indenture Trustee and the Noteholders of the location, and any change in the location, of such office or agency.

The Issuer may also from time to time designate one or more other offices or agencies outside the United States where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in accordance with the requirements set forth in the preceding paragraph. The Issuer shall give prompt written notice to the Indenture Trustee, any Hedge Provider and the Noteholders of any such designation or rescission and of any change in the location of such office or agency.

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Section 9.02 Existence.

Subject to Section 9.08, the Issuer will keep in full effect its existence, rights and franchises under the laws of its jurisdiction of organization, and the existence, rights and franchises (if any) of the Issuer under the laws of its jurisdiction of organization, except where failing to maintain any rights or franchises would not have a material adverse effect on any of the Receivables or the Issuer's ability to comply with its obligations hereunder.

Section 9.03 Payment of Taxes and Other Claims.

The Issuer shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all taxes, assessments and governmental charges levied or imposed upon the Issuer or upon the income, profits or property of the Issuer, or shown to be due on the tax returns filed by the Issuer, except any such taxes, assessments, governmental charges or claims which the Issuer is in good faith contesting in appropriate proceedings and with respect to which reserves are established if required in accordance with GAAP; provided, that such failure to pay or discharge will not cause a forfeiture of, or a lien to encumber, any property included in the Trust Estate. The Indenture Trustee is authorized to pay out of the Note Payment Account, prior to making payments on the Notes, any such taxes, assessments, governmental charges or claims which, if not paid, would cause a forfeiture of, or a lien to encumber, any property included in the Trust Estate.

Section 9.04 Validity of the Notes; Title to the Trust Estate; Lien.

a.The Issuer represents and warrants that the Issuer is duly authorized under applicable law to create and issue the Notes, to execute and deliver this Indenture, the other documents referred to herein to which it is a party and all instruments included in the Trust Estate which it has executed and delivered, and that all action and governmental consents, authorizations and approvals necessary or required therefor have been duly and effectively taken or obtained. The Notes, when issued, will be, and this Indenture and such other documents are, valid and legally binding obligations of the Issuer enforceable in accordance with their terms, subject to bankruptcy, fraudulent conveyance, fraudulent transfer, insolvency, reorganization, liquidation, receivership, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and by general equitable principles, regardless of whether considered in a proceeding in equity or at law.

b.The Issuer represents and warrants that, immediately prior to its Grant of the Trust Estate provided for herein, it was the sole obligee of each Receivable, free and clear of any pledge, lien, encumbrance or security interest.

c.The Issuer represents and warrants that, upon the issuance of the Notes, the Indenture Trustee has a valid and enforceable first priority security interest in the Trust Estate, subject only to exceptions permitted hereby.

d.The Issuer represents and warrants that the Indenture is not required to be qualified under the 1939 Act and that the Issuer is not required to be registered as an “investment company” under the 1940 Act.

Section 9.05 Protection of Trust Estate.

The Issuer and, to the extent directed by the Issuer or the Majority Noteholders, the Indenture Trustee shall execute and deliver all such amendments and supplements hereto (subject to Sections 8.01 and 8.02) and all such financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action necessary or advisable to:

e.Grant more effectively all or any portion of the Trust Estate securing the Notes;

f.maintain or preserve the lien (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof;

g.perfect, publish notice of, or protect the validity of any Grant made or to be made by this Indenture;

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h.enforce any of the Receivables included in the Trust Estate; or

i.preserve and defend title to the Trust Estate securing the Notes and the rights of the Indenture Trustee, and of the Noteholders, in the Trust Estate against the claims of all Persons and parties.

The Issuer hereby designates the Indenture Trustee and the Agent, its agent and attorney-in-fact, to prepare and file any financing statement, continuation statement or other instrument required pursuant to this Section 9.05; provided that, subject to and consistent with Section 5.01, neither the Indenture Trustee nor the Agent will be obligated to prepare or file any such statements or instruments.

Section 9.06 Nonconsolidation.

The Issuer shall at all times:

a.maintain separate records and books of account from any other person or entity;

b.maintain separate bank accounts from any other person or entity;

c.maintain its assets in its own name and not commingle its assets with those of any other person or entity;

d.conduct its own business in its own name;

e.maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other person or entity and not have its assets listed on the financial statements of any other person or entity (other than as required with respect to consolidated financial statements prepared in accordance with generally accepted accounting principles, and with respect to any consolidated or combined financial statements having appropriate footnotes indicating that the Issuer is a separate legal entity);

f.pay its own liabilities and expenses only out of its own funds;

g.observe all corporate and other organizational formalities;

h.maintain an arm's length relationship with each of its Affiliates;

i.pay the salaries of its employees, if any, out of its own funds;

j.maintain a sufficient number of employees or engage independent agents, in each case to the extent reasonably required in light of its contemplated business operations;

k.not guarantee, become obligated or pay for the debts of any other entity or person;

l.not hold out its credit as being available to satisfy the obligations of any other person or entity;

m.not pledge its assets for the benefit of any other party (except the pledges set forth in this Indenture);

n.hold itself out as a separate entity;

o.correct any known misunderstanding regarding its separate identity; and

p.maintain adequate capital in light of its contemplated business operations.

Section 9.07 Negative Covenants. The Issuer shall not:

a.sell, transfer, exchange or otherwise dispose of any of the Collateral, except as expressly permitted

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by or contemplated by this Indenture;

b.dissolve or liquidate in whole or in part, except as provided herein (it being understood that the payment or repurchase of Receivables does not constitute a partial liquidation within the meaning of this provision);

c.engage, directly or indirectly, in any business other than that arising out of the issuance of the Notes, and the actions contemplated or required to be performed under this Indenture or any other of the Transaction Documents;

d.incur, create or assume any indebtedness for borrowed money other than the Notes;

e.make or permit to remain outstanding, any loan or advance to, or own or acquire any stock or securities of, any Person other than the Receivables and any other instruments constituting part of the Trust Estate, it being understood that the Issuer's purchase of Receivables does not constitute lending, making advances or acquiring stock; or

f.voluntarily file a petition for bankruptcy, reorganization, assignment for the benefit of creditors or similar proceeding.

Section 9.08 Statement as to Compliance.

The Administrator, on behalf of the Issuer, shall deliver to the Indenture Trustee, the Agent, any Hedge Providers and the Noteholders, within 90 days after the end of each calendar year, an Officer's Certificate of the Issuer stating that (a), in the course of the performance by the officer executing such Officer's Certificate of such officer's present duties as an officer of the Issuer, such officer would normally obtain knowledge or have made due inquiry as to the existence of any condition or event which would constitute an Event of Default after notice or lapse of time or both and that to the best of the officer's knowledge, after reasonable inquiry, (b) the Issuer has fulfilled all of its obligations under this Indenture in all material respects throughout such year, or, if there has been a default in the fulfillment of any such obligation in any material respect, specifying each such default known to such officer and the nature and status thereof, and (c) no event has occurred and is continuing which is, or after notice or lapse of time or both would become, an Event of Default, or, if such an event has occurred and is continuing, specifying each such event known to such officer and the nature and status thereof.

Section 9.09 Issuer may Consolidate, Etc., only on Certain Terms.

a.The Issuer shall not consolidate or merge with or into any other Person or convey or transfer the Trust Estate to any Person without the consent of the Majority Noteholders and unless:

i.the Person (if other than the Issuer) formed by or surviving such consolidation or merger or that acquires by conveyance or transfer the Trust Estate (the “Successor Person”), shall be a Person organized and existing under the laws of the United States of America or any State and shall have expressly assumed, executed and delivered to the Indenture Trustee, the obligation (to the same extent as the Issuer was so obligated) to make payments of principal, interest and other amounts on all of the Notes and pay all amounts owned by the Issuer under this Indenture, and the obligation to perform every covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein;

ii.immediately after giving effect to such transaction, no Funding Interruption Event or Event of Default shall have occurred and be continuing;

iii.the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer comply with and satisfy all conditions precedent relating to the transactions set forth in this Section 9.09;

iv.the Successor Person shall have delivered to the Indenture Trustee, the Agent and any Hedge

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Providers an Officer's Certificate and an Opinion of Counsel each stating that, with respect to a Successor Person that is a corporation, limited liability company, partnership or trust, such Successor Person shall be duly organized, validly existing and in good standing in the jurisdiction in which such Successor Person is organized; that the Successor Person has sufficient power and authority to assume the obligations set forth in clause (i) above and to execute and deliver an indenture supplemental hereto for the purpose of assuming such obligation; that the Successor Person has duly authorized the execution, delivery and performance of an indenture supplemental hereto for the purpose of assuming such obligations; and that such supplemental indenture is a valid, legal and binding obligation of the Successor Person, enforceable in accordance with its terms, subject only to bankruptcy, reorganization, insolvency and other laws affecting the enforcement of creditor's rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law); and that, immediately following the event which causes the Successor Person to become the Successor Person, (A) the Successor Person has good and marketable title, free and clear of any lien, security interest or charge other than the lien and security interest of this Indenture and any other lien permitted hereby, to the Collateral and (B) the Indenture Trustee continues to have a perfected first priority security interest in the Collateral; and

v.the Successor Person shall have assumed the obligations of the Issuer under all Hedge Agreements effective as of the date of such consolidation or merger.

b.Upon any consolidation or merger, or any conveyance or transfer of the Trust Estate securing the Notes, the Successor Person shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Successor Person had been named as the Issuer herein. In the event of any such conveyance or transfer of the Trust Estate permitted by this Section 9.09, the Person named as the “Issuer” in the first paragraph of this Indenture, or any successor that shall theretofore have become such in the manner prescribed in this Article and that has thereafter effected such a conveyance or transfer, may be dissolved, wound-up and liquidated at any time thereafter, and such Person thereafter shall be released from its liabilities as obligor and maker on all of the then Outstanding Notes and from its obligations under this Indenture.

c.Notwithstanding anything in this Indenture to the contrary, the Issuer shall not voluntarily consent to or otherwise acquiesce to any consolidation of the Issuer into the Seller, the Depositor or any of their Affiliates and shall take all legally permissible actions to oppose any such consolidation. Further, each Noteholder acknowledges that it is relying on the separateness of the Issuer from the Seller, the Depositor and its Affiliates as a condition to purchasing the Notes.

Section 9.10 Purchase of Notes.

The Issuer may reacquire Notes, in its discretion, by open market purchases in privately negotiated transactions or otherwise.

Section 9.11 Indemnification.

a.Without limiting any other rights that an Indemnified Party may have hereunder or under applicable law, the Issuer hereby agrees to indemnify each Indemnified Party (as defined below) from and against any and all Indemnified Amounts (as defined below), excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party. To the extent that the foregoing undertaking to indemnify the Indemnified Parties may be unenforceable because it is violative of any law or public policy, the Issuer nevertheless shall pay such amounts as may be permitted under applicable law to satisfy its indemnification obligations hereunder to the fullest extent permissible under applicable law.

Without limiting or being limited by the foregoing, the Issuer shall pay in accordance with Section 2.10(c) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from:

i. a breach of any representation or warranty made by the Issuer under or in connection with

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this Indenture or any other Transaction Document (without duplication of any amount paid by the Seller under the Receivables Purchase Agreement); or

ii. the failure by the Issuer to comply with any term, provision or covenant contained in this Indenture or any other Transaction Document; or

iii. any information prepared by and furnished or to be furnished by any of the Issuer or the Seller or any of their Affiliates pursuant to or in connection with the transactions contemplated hereby including, without limitation, such written information as may have been and may be furnished in connection with any due diligence investigation with respect to the business, operations, financial condition of the Issuer, the Seller, any of their Affiliates or with respect to the Receivables, to the extent such information contains any untrue statement of material fact

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b.Any Indemnified Amounts subject to the indemnification provisions of this Section 9.11 shall be paid to the Indemnified Party within twenty (20) Business Days following demand therefor; provided that, prior to an Event of Default, amounts payable under this Section 9.11 shall only be payable on Payment Dates pursuant to Section 2.10(c). “Indemnified Party” means any of the Indenture Trustee (in all its capacities), the Calculation Agent, the Securities Intermediary, the Posted Collateral Custodian, the Owner Trustee, the Agent, any Hedge Provider, the Noteholders and their officers, employees, directors, attorneys, consultants, agents and successors or assigns. “Indemnified Amounts” means any and all claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, and related reasonable costs and reasonable expenses of any nature whatsoever, including reasonable attorneys' fees and disbursements, imposed on, incurred by or asserted against an Indemnified Party, to the extent such Indemnified Amounts are caused by the occurrence of an event described in Section 9.11(a)(i), (ii) or (iii) above, with respect to this Indenture or any other Transaction Document.

c.Promptly after an Indemnified Party shall have been served with the summons or other first legal process or shall have received written notice of the threat of a claim in respect of which an indemnity may be claimed against the Issuer under this Section 9.11, the Indemnified Party shall notify the Issuer in writing of the service of such summons, other legal process or written notice, giving information therein as to the nature and basis of the claim, but failure so to notify the Issuer shall not relieve the Issuer from any liability which it may have hereunder or otherwise except to the extent that the Issuer is prejudiced by such failure so to notify the Issuer. The Issuer will be entitled, at its own expense, to participate in the defense of any such claim or action and to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, unless the defendants in any such action include both the Indemnified Party and the Issuer, and the Indemnified Party (upon the advice of counsel) shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Issuer, or one or more Indemnified Parties, and which in the reasonable opinion of such counsel are sufficient to create a conflict of interest for the same counsel to represent both the Issuer and such Indemnified Party; provided, however, that the Issuer shall not be responsible for the fees and expenses of more than one firm of attorneys for all Indemnified Parties related to the Secured Parties and one firm of attorneys for the Indenture Trustee. Each Indemnified Party shall cooperate with the Issuer in the defense of any such action or claim. The Issuer shall not, without the prior written consent of the Indemnified Party which consent shall not be unreasonably withheld or delayed, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding or threatened proceeding.

ARTICLE X AGENT

Section 10.01 Appointment.

Each Noteholder, by its acceptance of a Note or a beneficial interest in a Note, hereby irrevocably appoints and authorizes the Agent to perform the duties of the Agent as set forth in this Indenture including: (i) to receive on behalf of each Noteholder any payment of principal or interest on the Notes outstanding hereunder and all other amounts accrued hereunder for the account of the Noteholders and paid to the Agent, and to distribute promptly to each Noteholder

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its Percentage Interest of all payments so received and (ii) to distribute to each Noteholder copies of all material notices (including any Funding Notice delivered in accordance with the Note Purchase Agreement) and agreements received by the Agent and not required to be delivered to each Noteholder pursuant to the terms of this Indenture, provided that the Agent shall not have any liability to the Noteholders for the Agent's inadvertent failure to distribute any such notices or agreements to the Noteholders and (iii) subject to Section 10.03 of this Indenture, to take such action as the Agent deems appropriate on its behalf to administer the Notes and the other Transaction Documents and to exercise such other powers delegated to the Agent by the terms hereof or the other Transaction Documents (including, without limitation, the power to give or to refuse to give notices, waivers, consents, approvals and instructions and the power to make or to refuse to make determinations and calculations) together with such powers as are reasonably incidental thereto to carry out the purposes hereof and thereof. As to any matters not expressly provided for by this Indenture and the other Transaction Documents (including, without limitation, enforcement or collection of the Notes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Noteholders, and such instructions of the Majority Noteholders shall be binding upon all Noteholders and all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Indenture or any other Transaction Document or applicable law.

Section 10.02 Nature of Duties.

The Agent shall have no duties or responsibilities except those expressly set forth in this Indenture or in the other Transaction Documents. The duties of the Agent shall be mechanical and administrative in nature. The Agent shall not have by reason of this Indenture or any Transaction Document a fiduciary relationship in respect of any Noteholder. Nothing in this Indenture or any of the Transaction Documents, express or implied, is intended to or shall be construed to impose upon the Agent any obligations in respect of this Indenture or any of the other Transaction Documents except as expressly set forth herein or therein. Each Noteholder shall make its own independent investigation of the financial condition and affairs of the Issuer in connection with advancing any Additional Note Balance pursuant to the Note Purchase Agreement and shall make its own appraisal of the creditworthiness of the Issuer and the value of the Collateral, and the Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Noteholder with any credit or other information with respect thereto, whether coming into its possession before the advance of the Initial Note Balance hereunder or at any time or times thereafter; provided, that, upon the reasonable request of a Noteholder, the Agent shall provide to such Noteholder any documents or reports delivered to the Agent by the Issuer pursuant to the terms of this Indenture or any other Transaction Document. Prior to waiving an Early Amortization Event, the Agent shall obtain the approval of the Required Noteholders. If the Agent seeks the consent or approval of the Required Noteholders to the taking or refraining from taking any action under this Indenture, the Agent shall send notice thereof to each Noteholder. The Agent shall promptly notify each Noteholder any time that the Required Noteholders have instructed the Agent to act or refrain from acting pursuant hereto.

Section 10.03 Rights, Exculpation, Etc.

The Agent and its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it under or in connection with this Indenture or the other Transaction Documents unless such action or inaction shall constitute gross negligence or willful misconduct on the part of the Agent or its directors, officers, agents or employees. Without limiting the generality of the foregoing, the Agent (i) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof, signed by such payee and in form satisfactory to the Agent; (ii) may consult with legal counsel (including, without limitation, counsel to the Agent or counsel to the Issuer), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel or experts; (iii) makes no warranty or representation to any Noteholder and shall not be responsible to any Noteholder for any statements, certificates, warranties or representations made in or in connection with this Indenture or the other Transaction Documents; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Indenture or the other Transaction Documents on the part of any Person, the existence or possible existence of any default or Event of Default, or to inspect the Collateral or other

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property (including, without limitation, the books and records) of any Person; (v) shall not be responsible to any Noteholder for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Indenture or the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (vi) shall not be deemed to have made any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Indenture Trustee's Lien thereon, or any certificate prepared by the Issuer in connection therewith, nor shall the Agent be responsible or liable to the Noteholders for any failure to monitor or maintain any portion of the Collateral. The Agent shall not be liable for any apportionment or distribution of payments made in good faith pursuant to Section 2.10, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Noteholder to whom payment was due but not made, shall be to recover from other Noteholders any payment in excess of the amount which they are determined to be entitled. The Agent may at any time request instructions from the Noteholders with respect to any actions or approvals which by the terms of this Indenture or of any of the other Transaction Document the Agent is permitted or required to take or to grant, and if such instructions are promptly requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval under any of the other Transaction Documents until it shall have received such instructions from the Majority Noteholders. Without limiting the foregoing, no Noteholder shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting under this Indenture, the Notes or any of the other Transaction Documents in accordance with the instructions of the Majority Noteholders.

Section 10.04 Reliance.

The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Indenture or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it.

Section 10.05 Indemnification.

To the extent that the Agent is not reimbursed and indemnified by the Issuer, the Noteholders will reimburse and indemnify the Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, advances or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Indenture or any of the other Transaction Documents or any action taken or omitted by the Agent under this Indenture or any of the other Transaction Documents, in proportion to each Noteholder's Percentage Interest, including, without limitation, advances and disbursements made pursuant to Section 10.08; provided, however, that no Noteholder shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, advances or disbursements for which there has been a final judicial determination that such resulted from the Agent's gross negligence or willful misconduct. The obligations of the Noteholders under this Section 10.05 shall survive the payment in full of the Notes and the termination of this Indenture.

Section 10.06 Agent Individually.

With respect to its Percentage Interest under the Note Purchase Agreement, the advances made by it and the Notes issued to or held by it or any of its Affiliates, the Agent shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein for any other Noteholder or holder of a Note. The terms “Noteholders,” “Majority Noteholders,” or “Required Noteholders,” or any similar terms shall, unless the context clearly otherwise indicates, include the Agent in its individual capacity as a Noteholder or one of the Majority Noteholders. The term “Agent” shall mean the Agent solely in its individual capacity as the Agent hereunder. The Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of banking, trust or other business with the Issuer as if it were not acting as an Agent pursuant hereto without any duty to account to the Noteholders.

Section 10.07 Successor Agent.

a.The Agent may resign from the performance of all its functions and duties hereunder and under the

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other Transaction Documents at any time by giving at least thirty (30) Business Days' prior written notice to the Issuer and each Noteholder. Such resignation shall take effect upon the acceptance by a successor Agent of appointment pursuant to clauses (b) and (c) below or as otherwise provided below.

b.Upon any such notice of resignation, the Majority Noteholders shall appoint a successor Agent who, in the absence of a continuing Event of Default, shall be reasonably satisfactory to the Issuer. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Indenture and the other Transaction Documents. After the Agent's resignation hereunder as the Agent, the provisions of this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Indenture and the other Transaction Documents.

c.If a successor Agent shall not have been so appointed within said thirty (30) Business Day period, the retiring Agent shall then appoint a successor Agent who, if an Event of Default is not continuing, shall be reasonably satisfactory to the Issuer, who shall serve as Agent until such time, if any, as the Majority Noteholders appoint a successor Agent as provided above.

Section 10.08 Collateral Matters.

a.The Agent may from time to time, during the occurrence and continuance of an Event of Default, make such disbursements and advances (“Agent Advances”) which the Agent, in its sole discretion, deems necessary or desirable to preserve or protect the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Issuer of the Notes and other Issuer Obligations or to pay any other amount chargeable to the Issuer pursuant to the terms of this Indenture, including, without limitation, costs, fees and expenses as described in Section 10.05. The Agent Advances shall be secured by the Collateral and repayable pursuant to Section 2.10(c) on the Payment Date immediately succeeding the date on which such Agent Advances were made. The Agent Advances shall not constitute advances on the Notes but shall otherwise constitute Issuer Obligations hereunder. The Agent shall notify each Noteholder and the Issuer in writing of each Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Noteholder agrees that it shall make available to the Agent, upon the Agent's demand, in U.S. dollars in immediately available funds, the amount equal to such Noteholder's Percentage Interest of such Agent Advance. If such funds are not made available to the Agent by such Noteholder, the Agent shall be entitled to recover such funds on demand from such Noteholder, together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Agent, at the Reference Rate.

b.The Agent shall have no obligation whatsoever to any Noteholders to assure that the Collateral exists or is owned by the Issuer or is cared for, protected or insured or has been encumbered or that the Lien granted to the Indenture Trustee pursuant to this Indenture has been properly or sufficiently or lawfully created, perfected, protected or enforced or is entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent in this Section 10.08 or in any of the other Transaction Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent's own interest in the Collateral as one of the Noteholders and that the Agent shall have no duty or liability whatsoever to any other Noteholder.

ARTICLE XI MISCELLANEOUS

Section 11.01 Execution Counterparts.

This instrument may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 11.02 Compliance Certificates and Opinions, etc.

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Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Administrator, on behalf of the Issuer, shall furnish to the Indenture Trustee an Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

i.a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

ii.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;

iii.a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

iv.a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

Section 11.03 Form of Documents Delivered to Indenture Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Issuer, stating that the information with respect to such factual matters is in the possession of the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that any Person shall deliver any document as a condition of the granting of such application, or as evidence of such Person's compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of such Person to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee's right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article V.

Section 11.04 Acts of Noteholders.

a.Any request, demand, authorization, direction, notice, consent, waiver or other action provided by

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this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 5.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section. With respect to authorization to be given or taken by Noteholders, the Indenture Trustee shall be authorized to follow the written directions or the vote of the Majority Noteholders, unless any greater or lesser percentage is required by the terms hereunder or under any other Transaction Document.

b.The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient.

c.The Note Principal Balance and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register.

d.Any request, demand, authorization, direction, notice, consent, election, declaration, waiver or other act of any Noteholder shall bind every future Noteholder of the same Note and the Noteholder of any Note issued upon the transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, suffered or omitted to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Section 11.05 Computation of Percentage of Noteholders.

Whenever this Indenture states that any action may be taken by a specified percentage of the Noteholders, such statement shall mean that such action may be taken by the Noteholders of such specified percentage of the aggregate Note Principal Balance of the Outstanding Notes.

Section 11.06 Notice to the Indenture Trustee, the Issuer and Certain Other Persons.

Any communication provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given if delivered by courier or mailed by first class mail, postage prepaid, or if transmitted by telecopier and confirmed in a writing delivered or mailed as aforesaid, to: (i) in the case of the Issuer, Nationstar Agency Advance Funding Trust 2012-AW, c/o Wilmington Trust, National Association, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890 Attention: Corporate Trust Administration, telecopy number: (302) 636-4140, telephone number: (302) 651-1000 and (ii) in the case of the Indenture Trustee, the Corporate Trust Office, or as to each such Person, such other address or facsimile number as may hereafter be furnished by such Person to the parties hereto in writing.

Section 11.07 Notices to Noteholders; Notification Requirements and Waiver.

Where this Indenture provides for notice to Noteholders of any event, a copy of any such notice shall be given simultaneously to each Hedge Provider, and in the case of any notice sent to Noteholders, such notice shall be sufficiently given if in writing and delivered by courier or mailed by first-class mail, postage prepaid; to each Noteholder affected by such event, at its address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is delivered or mailed in the manner herein provided shall conclusively be presumed to have been duly given.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.

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Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

In case, by reason of the suspension of regular courier and mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.

Section 11.08 Successors and Assigns.

All covenants and agreements in this Indenture by the Issuer shall bind its successors and permitted assigns, whether so expressed or not.

Section 11.09 Separability Clause.

In case any provision of this Indenture or of the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall, to the extent permitted by law, not in any way be affected or impaired thereby.

Section 11.10 Governing Law.

a.THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

b.Any action or proceeding against any of the parties hereto relating in any way to this Indenture or any Note or the Trust Estate may be brought and enforced in the courts of the State of New York sitting in the borough of Manhattan or of the United States District Court for the Southern District of New York and the Issuer irrevocably submits to the jurisdiction of each such court in respect of any such action or proceeding. The Issuer hereby waives, to the fullest extent permitted by law, any right to remove any such action or proceeding by reason of improper venue or inconvenient forum.

Section 11.11 Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 11.12 Benefits of Indenture.

Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Noteholders and any other party secured hereunder (including the Secured Parties, each of which is a third-party beneficiary of this Indenture) or named as a beneficiary of any provision hereof, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 11.13 Non-Recourse Obligation.

Notwithstanding any other provision of this Indenture, the obligations of the Issuer under this Indenture and the Notes are limited recourse obligations of the Issuer, payable solely from the Collateral in accordance with the terms of this Indenture.

No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer on the Notes or under this Indenture (other than with respect to Permitted Investments as to which such Person is the issuer) or any certificate or other writing delivered in connection herewith or therewith, against (i) any owner of an interest in the Issuer or (ii) any partner, owner, beneficiary, agent, officer, director, employee or Control Person of the Indenture

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Trustee in its individual capacity, the Indenture Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee does not have any such obligations in its individual capacity). It is understood that the foregoing provisions of this Section 11.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) limit the obligations or liabilities of any Affiliate of the Issuer under any Transaction Document to which such Affiliate is a party or by which it may be bound or (iii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this Indenture, and the same shall continue until paid or discharged. It is further understood that the foregoing provisions of this Section 11.13 shall not limit the right of any person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under the Notes or this Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such person or entity.

Section 11.14 Inspection.

The Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuer's normal business hours, to examine all the books of account, records, reports, and other papers of the Issuer, to make copies and extracts therefrom, to cause such books to be audited by independent certified public accountants, and to discuss the Issuer's affairs, finances and accounts relating to the Receivables with the Issuer's officers, employees, and independent certified public accountants, all at such reasonable times and as often as may be reasonably requested and at the Issuer's expense, provided, however, (i) to the extent the Indenture Trustee exercises its rights under this Section 11.14 more than twice in any given calendar year, any expense incurred in connection with the exercise of such rights shall be subject to the approval of the Administrator and (ii) any expense incurred in connection with the exercise of such rights in excess of $5,000 per calendar year shall be subject to the approval of the Administrator; provided, further, the limitations set forth in this Section 11.14 shall be in addition to and in no way affect the terms and provisions of the Verification Agent Letter or any other Transaction Document; provided, further, that, no such limitations shall apply after the occurrence of an Event of Default or an Early Amortization Event. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) or the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder.

Section 11.15 Method of Payment.

Except as otherwise provided in Section 2.10(b), all amounts payable or to be remitted pursuant to this Indenture shall be paid or remitted or caused to be paid or remitted in immediately available funds by wire transfer to an account specified in writing by the recipient thereof.

Section 11.16     No Recourse.

It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by Wilmington Trust, National Association, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents.

Section 11.17 Wire Instructions.

Distribution of money to the Seller, the Depositor, the Issuer, the Agent, the Noteholder, the Owner Trustee and the Verification Agent in accordance with the terms and provisions of this Indenture shall be made to the

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applicable accounts set forth in Schedule IV hereto.

Section 11.18 Noteholder Consent

Whenever a Noteholder is requested to give any consent, approval or waiver in its capacity as Noteholder, each Noteholder to which such request was made shall respond to such request within two (2) Business Days; provided, that if a response is not received by the party authorized to make such request pursuant to the terms and provisions of the Transaction Documents (such party, the “Requesting Party”) from a Noteholder to which such request was made within two (2) Business Days, such request for consent, approval or waiver, as applicable, with respect to each such Noteholder shall be deemed to have been rejected.

[Signature Page Follows]

Indenture (2012-AW)

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the day and year first above written.

Nationstar Agency Advance Funding Trust 2012-AW

By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee

By: /s/ Christopher M. Cavalli____________________

Name: Christopher M. Cavalli

Title: Banking Officer

WELLS FARGO BANK, N.A.

as Indenture Trustee

By: /s/ Graham M. Oglesby______________________

Name: Graham M. Oglesby

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Title: Vice President

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EXHIBIT A

FORM OF NOTE

THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE MAXIMUM NOTE BALANCE SHOWN ON THE FACE HEREOF.

THE FAILURE TO PROVIDE THE ISSUER, THE INDENTURE TRUSTEE AND ANY PAYING AGENT WITH THE APPLICABLE U.S. FEDERAL INCOME TAX CERTIFICATIONS (GENERALLY, AN INTERNAL REVENUE SERVICE FORM W-9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS A "UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR AN APPLICABLE INTERNAL REVENUE SERVICE FORM W-8 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS NOT A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE CODE) MAY RESULT IN U.S. FEDERAL BACK-UP WITHHOLDING FROM PAYMENTS TO THE HOLDER IN RESPECT OF THIS NOTE.

EACH HOLDER OF THIS NOTE OR INTERESTS HEREIN WILL HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE INDENTURE, INCLUDING THE REPRESENTATION AND AGREEMENT THAT IF IT IS AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) WHICH IS SUBJECT TO TITLE I OF ERISA OR A PLAN (AS DEFINED IN SECTION 4975(e)(1) OF THE CODE) WHICH IS SUBJECT TO SECTION 4975 OF THE CODE) (“SIMILAR LAW”) OR A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, ITS PURCHASE, HOLDING AND DISPOSITION OF THE NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR, IN THE CASE OF A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN SUBJECT TO SIMILAR LAW, A NON-EXEMPT VIOLATION OF ANY SIMILAR LAW. ANY PURPORTED TRANSFER OF THIS NOTE TO A PURCHASER THAT DOES NOT COMPLY WITH THE ABOVE REQUIREMENTS SHALL BE NULL AND VOID AB INITIO.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE (A) IN COMPLIANCE WITH THE REQUIREMENTS OF THE INDENTURE AND (B) ONLY TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT AND WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”) AND THE RULES AND REGULATIONS THEREUNDER (“AN ELIGIBLE PURCHASER”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE 1940 ACT AND EACH SUCH PERSON WAS NOT FORMED, REFORMED, RECAPITALIZED, OPERATED OR ORGANIZED FOR THE SPECIFIC PURPOSE OF PURCHASING THE NOTES OR INVESTING IN THE ISSUER, (E) EITHER (X) IS NOT AN ENTITY ORGANIZED PRIOR TO APRIL 30, 1996 THAT IS EXCEPTED FROM THE 1940 ACT PURSUANT TO SECTION 3(c)(1) OR 3(c)(7) THEREOF OR (Y) HAS RECEIVED THE CONSENT OF THE BENEFICIAL OWNERS OF ITS SECURITIES WITH RESPECT TO ITS TREATMENT AS A QUALIFIED PURCHASER IN THE MANNER REQUIRED BY SECTION 2(a)(51)(C) OF THE 1940 ACT AND THE RULES THEREUNDER. EACH PURCHASER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN WILL BE DEEMED TO REPRESENT THAT IT AGREES TO COMPLY WITH THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE WITHIN MENTIONED INDENTURE (THE “INDENTURE”), AND WILL NOT TRANSFER THIS SECURITY OR ANY BENEFICIAL OR ECONOMIC INTERESTS HEREIN EXCEPT IN COMPLIANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE TO AN ELIGIBLE PURCHASER WHO MAKES THE ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND

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AGREEMENTS REQUIRED THEREBY ON BEHALF OF ITSELF AND EACH ACCOUNT FOR WHICH IT IS PURCHASING. ANY PURPORTED TRANSFER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN THAT IS IN BREACH, AT THE TIME MADE, OF ANY TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE MAY BE VOID AB INITIO. IF AT ANY TIME THE ISSUER DETERMINES IN GOOD FAITH THAT A HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR BENEFICIAL INTERESTS HEREIN IS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN, THE ISSUER MAY IN ITS DISCRETION CONSIDER THE ACQUISITION BY SUCH HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR SUCH BENEFICIAL INTERESTS VOID AND OF NO FORCE AND EFFECT, AND SUCH ACQUISITION WILL NOT, AT THE DISCRETION OF ISSUER, OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE INDENTURE TRUSTEE UNDER THE INDENTURE, OR ANY OTHER INTERMEDIARY. IN ADDITION, THE ISSUER MAY REQUIRE SUCH ACQUIRER OR BENEFICIAL OWNER TO SELL THIS SECURITY OR SUCH BENEFICIAL INTERESTS TO AN ELIGIBLE PURCHASER.

EACH TRANSFEREE OF THIS NOTE SHALL PROVIDE THE INDENTURE TRUSTEE THE CERTIFICATION REQUIRED IN SECTION 2.05(c) OF THE INDENTURE.

Maximum Note Balance: As set forth in the Indenture

Note No.:[__]

Nationstar Agency Advance Funding Trust 2012-AW

AGENCY SERVICER ADVANCE RECEIVABLES BACKED NOTES, SERIES 2012-AW

•Nationstar Agency Advance Funding Trust 2012-AW, a Delaware statutory trust (the “Issuer”), for value received, hereby promises to pay to ____________________________, or registered assigns (the “Noteholder”), the principal sum of ___________________________ ($____) or so much thereof as may be advanced and outstanding hereunder and to pay interest on such principal sum or such part thereof as shall remain unpaid from time to time, at the rate and at the times provided in the Indenture.

•Principal of this Note is payable on each Payment Date or such other date in an a amount as set forth in the Indenture. The outstanding Note Principal Balance of this Note bears interest at the applicable interest rate as set forth in the Indenture. On each Payment Date, amounts in respect of interest on this Note will be paid in an amount as set forth in the Indenture.

•Capitalized terms used but not defined herein have the meanings set forth in the Indenture (as may be amended from time to time, the “Indenture”), dated as of June 12, 2012, between the Issuer and Wells Fargo Bank, N.A., as Indenture Trustee (the “Indenture Trustee”).

•By its acceptance of this Note, each Noteholder covenants and agrees, until the earlier of (a) the termination of the Funding Period and (b) the Maturity Date, on each Funding Date other than a Skip Funding Date to advance amounts in respect of Additional Note Balance hereunder to the Issuer, subject to and in accordance with the terms of the Indenture, the Receivables Purchase Agreement and the Note Purchase Agreement.

•In the event of an advance of Additional Note Balance by the Noteholders as provided in Section 2.01 of the Note Purchase Agreement, each Noteholder shall, and is hereby authorized to, record on the schedule attached to its Note the date and amount of any Additional Note Balance purchased by it, and each repayment thereof; provided, that failure to make any such recordation on such schedule or any error in such schedule shall not adversely affect any Noteholder's rights with respect to its Additional Note Balance and its right to receive interest payments in respect of the Additional Note Balance held by such Noteholder.

•Absent manifest error, the Note Principal Balance of each Note as set forth in the notations made by the related Noteholder on such Note shall be binding upon the Indenture Trustee and the Issuer; provided, that failure by a Noteholder to make such recordation on its Note or any error in such notation shall not adversely affect any Noteholder's rights with respect to its Note Principal Balance and its right to receive principal and interest payments in respect thereof.

•Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

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•The statements in the legend set forth above are an integral part of the terms of this Note and by acceptance hereof each Holder of this Note agrees to be subject to and bound by the terms and provisions set forth in such legend.

•Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Indenture Trustee, by manual signature, this Note shall not entitle the Noteholder hereof to any benefit under the Indenture or the Note Purchase Agreement and/or be valid for any purpose.

•THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK AND WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PROVISIONS THEREOF.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Date: ________, 2012

Nationstar Agency Advance Funding Trust 2012-AW

By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee

By:______________________________

Authorized Signatory

INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within‑mentioned Indenture.

Date: __________, 2012

WELLS FARGO BANK, N.A., not in its individual capacity but solely as Indenture Trustee

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By:______________________________

Authorized Signatory

[Reverse Of Note]

•This Note is one of the duly authorized Notes of the Issuer, designated as its Agency Servicer Advance Receivables Backed Notes, Series 2012-AW, (herein called the “Notes”), all issued under the Indenture. Reference is hereby made to the Indenture and all indentures supplemental thereto, and the Note Purchase Agreement for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. To the extent that any provision of this Note contradicts or is inconsistent with the provisions of the Indenture or the Note Purchase Agreement, the provisions of the Indenture or the Note Purchase Agreement, as applicable, shall control and supersede such contradictory or inconsistent provision herein. The Notes are subject to all terms of the Indenture and the Note Purchase Agreement.

•The principal of and interest on this Note are payable 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. All payments made by the Issuer with respect to this Note shall be applied in accordance with the Indenture and the Note Purchase Agreement.

•The entire unpaid principal amount and all accrued and unpaid interest of this Note shall be due and payable on the earlier of (i) any Redemption Date relating to a Total Redemption or other date set forth under Section 2.16 of the Indenture and (ii) the Stated Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount and all accrued and unpaid interest of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee, at the direction or upon the prior written consent of the Agent, acting with the consent of the Required Noteholders, has declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Notes shall be made to the Holders of the Notes entitled thereto as set forth in Section 2.10(c) of the Indenture.

•The Collateral secures this Note and all other Notes equally and ratably without prejudice, priority or distinction between this Note and any other Note. The Notes are non‑recourse obligations of the Issuer and are limited in right of payment to amounts available from the Collateral, as provided in the Indenture. The Issuer shall not otherwise be liable for payments on the Notes, and none of the owners, agents, officers, directors, employees, or successors or assigns of the Issuer shall be personally liable for any amounts payable, or performance due, under the Notes or the Indenture.

•Any installment of interest or principal on this Note shall be paid on the applicable Payment Date or such other date as set forth in the Indenture, as applicable, to the Person in whose name this Note (or one or more predecessor Notes) is registered in the Note Register as of the close of business on the related Record Date by wire transfer in immediately available funds to the account specified in writing by the related Noteholder to the extent provided by the Indenture and otherwise by check mailed to the Noteholder.

•Any reduction in the principal amount of this Note (or any one or more predecessor Notes) effected by any payments made on any Funding Date, Payment Date or Redemption Date relating to a Partial Redemption, as applicable, shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. Any increase in the principal amount of this Note (or any one or more predecessor Notes) effected by payments to the Issuer of Additional Note Balances shall be binding upon the Issuer and shall inure to the benefit of all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.

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•As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in the form attached hereto duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Securities Transfer Agent's Medallion Program (“STAMP”), and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the Issuer may require the related Noteholder to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

•Each Noteholder, by acceptance of a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or Owner Trustee in their individual capacities, (ii) any owner of a beneficial ownership interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or “control person” within the meaning of the 1933 Act and the 1934 Act of the Indenture Trustee or Owner Trustee in its individual capacity, any holder of a beneficial ownership interest in the Issuer or the Indenture Trustee or Owner Trustee or of any successor or assign of the Indenture Trustee or Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

•Each Noteholder, by acceptance of a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Issuer, or join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes or the Transaction Documents.

•The Issuer has entered into the Indenture and this Note is issued with the intention that, for federal, state and local income and franchise tax purposes, the Notes [will qualify] as debt secured by the Collateral. Each Noteholder, by acceptance of a Note, agrees to treat the Notes for federal, state and local income and franchise tax purposes as debt unless required otherwise by law in a proceeding of final determination.

•Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

•The Indenture permits, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer pursuant to the terms and provisions of Article VIII of the Indenture. The Indenture also contains provisions permitting the Holders of Notes representing specified Percentage Interests of the Outstanding Notes, on behalf of all of the Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of any Noteholder.

•The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

•The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

•No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

•Anything herein to the contrary notwithstanding, except as expressly provided in the Transaction Documents, none of the Issuer in its individual capacity, any owner of a beneficial interest in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall

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be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Transaction Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

•FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

•(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:

*/

Signature Guaranteed:

*/

*/NOTICE:The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of STAMP.

Schedule to Series 2012-AW Note

dated as of June 12, 2012

of Nationstar Agency Advance Funding Trust 2012-AW

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Date of advance of Additional Note Balance	Amount of advance of Additional Note Balance	Percentage Interest	Aggregate Note Balance	Note Principal Balance of Note
		___%

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EXHIBIT B

FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF NOTES TO QUALIFIED INSTITUTIONAL BUYERS / QUALIFIED PURCHASERS

[Date]

Wells Fargo Bank, N.A.

Wells Fargo Center

Sixth and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services - Nationstar 2012-ADV2

Re:Nationstar Agency Advance Funding Trust 2012-AW, Agency Servicer Advance Receivables Backed Notes, Series 2012-AW (the “Notes”)

Ladies and Gentlemen:

This letter is delivered to you in connection with the transfer by ____________________ (the “Transferor”) to _____________________________ (the “Transferee”) of the Notes having an Initial Principal Balance as of [________________] of $______________. The Notes were issued pursuant to an Indenture, dated as of [_____________] (the “Indenture”), between Nationstar Agency Advance Funding Trust 2012-AW as issuer and Wells Fargo Bank, N.A. as indenture trustee. All terms used herein and not otherwise defined shall have the meanings set forth in the Indenture. The Transferee hereby certifies, represents and warrants to you, as Note Registrar, that:

1.The Transferee is (i) a “qualified institutional buyer” (a “Qualified Institutional Buyer”) as that term is defined in Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “1933 Act”), and (ii) a “qualified purchaser” (a “Qualified Purchaser”) as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “1940 Act”) and the rules and regulations thereunder, and has completed the form of certification to that effect attached hereto as Annex 1. The Transferee is acquiring the Note for its own account or for the account of a Qualified Institutional Buyer (who is a Qualified Purchaser), and understands that such Note may be resold, pledged or transferred only (i) to a person reasonably believed to be a Qualified Institutional Buyer (who is a Qualified Purchaser) that purchases for its own account or for the account of a Qualified Institutional Buyer and Qualified Purchaser.

2.The Transferee understandEXHIBIT B

FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF NOTES TO QUALIFIED INSTITUTIONAL BUYERS / QUALIFIED PURCHASERS

[Date]

Wells Fargo Bank, N.A.

Wells Fargo Center

Sixth and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services - Nationstar 2012-ADV2

Re:Nationstar Agency Advance Funding Trust 2012-AW, Agency Servicer Advance Receivables Backed Notes, Series 2012-AW (the “Notes”)

Ladies and Gentlemen:

This letter is delivered to you in connection with the transfer by ____________________ (the “Transferor”) to _____________________________ (the “Transferee”) of the Notes having an Initial Principal Balance as of

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[________________] of $______________. The Notes were issued pursuant to an Indenture, dated as of [_____________] (the “Indenture”), between Nationstar Agency Advance Funding Trust 2012-AW as issuer and Wells Fargo Bank, N.A. as indenture trustee. All terms used herein and not otherwise defined shall have the meanings set forth in the Indenture. The Transferee hereby certifies, represents and warrants to you, as Note Registrar, that:

1.The Transferee is (i) a “qualified institutional buyer” (a “Qualified Institutional Buyer”) as that term is defined in Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “1933 Act”), and (ii) a “qualified purchaser” (a “Qualified Purchaser”) as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “1940 Act”) and the rules and regulations thereunder, and has completed the form of certification to that effect attached hereto as Annex 1. The Transferee is acquiring the Note for its own account or for the account of a Qualified Institutional Buyer (who is a Qualified Purchaser), and understands that such Note may be resold, pledged or transferred only (i) to a person reasonably believed to be a Qualified Institutional Buyer (who is a Qualified Purchaser) that purchases for its own account or for the account of a Qualified Institutional Buyer and Qualified Purchaser.

2.The Transferee understands that it may not sell or otherwise transfer any Note except in compliance with the provisions of the Indenture, which provisions it has carefully reviewed, and that each Note will bear the following legend:

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE (A) COMPLIANCE WITH THE REQUIREMENTS OF THE INDENTURE AND (B) ONLY TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT AND WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”) AND THE RULES AND REGULATIONS THEREUNDER, (“AN ELIGIBLE PURCHASER”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE 1940 ACT AND EACH SUCH PERSON WAS NOT FORMED, REFORMED, RECAPITALIZED, OPERATED OR ORGANIZED FOR THE SPECIFIC PURPOSE OF PURCHASING THE NOTES OR INVESTING IN THE ISSUER, (E) EITHER (X) IS NOT AN ENTITY ORGANIZED PRIOR TO APRIL 30, 1996 THAT IS EXCEPTED FROM THE 1940 ACT PURSUANT TO SECTION 3(c)(1) OR 3(c)(7) THEREOF OR (Y) HAS RECEIVED THE CONSENT OF THE BENEFICIAL OWNERS OF ITS SECURITIES WITH RESPECT TO ITS TREATMENT AS A QUALIFIED PURCHASER IN THE MANNER REQUIRED BY SECTION 2(a)(51)(C) OF THE 1940 ACT AND THE RULES THEREUNDER. EACH PURCHASER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN WILL BE DEEMED TO REPRESENT THAT IT AGREES TO COMPLY WITH THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE WITHIN MENTIONED INDENTURE (THE “INDENTURE”), AND WILL NOT TRANSFER THIS SECURITY OR ANY BENEFICIAL OR ECONOMIC INTERESTS HEREIN EXCEPT IN COMPLIANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE TO AN ELIGIBLE PURCHASER WHO MAKES THE ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND AGREEMENTS REQUIRED THEREBY ON BEHALF OF ITSELF AND EACH ACCOUNT FOR WHICH IT IS PURCHASING. ANY PURPORTED TRANSFER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN THAT IS IN BREACH, AT THE TIME MADE, OF ANY TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE MAY BE VOID AB INITIO. IF AT ANY TIME THE ISSUER DETERMINES IN GOOD FAITH THAT A HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR BENEFICIAL INTERESTS HEREIN IS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN, THE ISSUER MAY IN THEIR DISCRETION CONSIDER THE ACQUISITION BY SUCH HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR SUCH BENEFICIAL INTERESTS VOID AND OF NO FORCE AND EFFECT, AND SUCH ACQUISITION WILL NOT, AT THE DISCRETION OF ISSUER, OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE

88

ISSUER, THE INDENTURE TRUSTEE UNDER THE INDENTURE, OR ANY OTHER INTERMEDIARY. IN ADDITION, THE ISSUER MAY REQUIRE SUCH ACQUIRER OR BENEFICIAL OWNER TO SELL THIS SECURITY OR SUCH BENEFICIAL INTERESTS TO AN ELIGIBLE PURCHASER.

3.The Transferee represents that either: (a) it is not, and is not purchasing on behalf of, as a fiduciary of, as a trustee of or with assets of an employee benefit plan or plan subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or to any federal, state, local, non-U.S. or other law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”), (collectively, a “Plan”) nor a person acting on behalf of any Plan nor a person using the assets of any Plan to effect such transfer, unless it represents and warrants that the acquisition, holding and disposition of this Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or any Similar Law because it will satisfy the requirements for exemptive relief under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code, or Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or another applicable administrative or statutory exemption or, in the case of a Plan subject to Similar Law, will not result in a non-exempt violation of Similar Law.

Very truly yours,

(Transferor)

By: ____________________________

Name:

Title:

ANNEX 1 TO EXHIBIT B

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A/QUALIFIED PURCHASER STATUS UNDER SECTION 2(a)(51)

[for Transferees other than Registered Investment Companies]

The undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and [name of Note Registrar], as Note Registrar, with respect to the Note No. [__] (the “Notes”) being transferred as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:

1.As indicated below, the undersigned is the chief financial officer, a person fulfilling an

89

equivalent function, or other executive officer of the entity purchasing the Notes (the “Transferee”).

2.The Transferee is a “qualified institutional buyer” as that term is defined in Rule l44A under the Securities Act of 1933 (“Rule 144A”) because (i) the Transferee owned and/or invested on a discretionary basis $100,000,000 or more in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the category marked below.

Corporation, etc. The Transferee is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

Bank. The Transferee (a) is a national bank or a banking institution organized under the laws of any State, U.S. territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Note in the case of a U.S. bank, and not more than 18 months preceding such date of sale for a foreign bank or equivalent institution.

Savings and Loan. The Transferee (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a state or federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Note in the case of a U.S. savings and loan association, and not more than 18 months preceding such date of sale for a foreign savings and loan association or equivalent institution.

Broker‑dealer. The Transferee is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.

Insurance Company. The Transferee is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State, U.S. territory or the District of Columbia.

State or Local Plan. The Transferee is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees.

ERISA Plan. The Transferee is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended.

Investment Advisor. The Transferee is an investment advisor registered under the Investment Advisers Act of 1940, as amended.

Other. (Please supply a brief description of the entity and a cross‑reference to the paragraph and subparagraph under subsection (a)(1) of Rule 144A pursuant to which it qualifies.)

3.The Transferee is a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended, together with the rules and regulations thereunder (the “1940 Act”), and is aware that the Issuer will not be registered under the 1940 Act in reliance on the exemption set forth in Section 3(c)(7) thereof and that the Notes have not been and will not be registered under the Securities

90

Act of 1933, as amended. The Transferee further represents and warrants that:

(A)it is not purchasing the Notes with a view to the resale, distribution or other disposition thereof in violation of the Securities Exchange Act of 1934, as amended, and will not sell participation interests in the notes or enter into any other arrangement pursuant to which any other person will be entitled to an interest in any payments on or based on the notes;

(B)it is not a broker-dealer that owns and invests on a discretionary basis less than $25 million in securities of unaffiliated issuers;

(C)it is not a participant-directed employee plan, such as a 401(k) plan, as referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(i)(F) of Rule 144A that holds the assets of such a plan;

(D)it is not (x) a partnership, common trust fund, special trust, pension fund or retirement plan or other entity in which the partners, beneficiaries, security owners or participants, as the case may be, may designate the particular investments to be made or the allocation thereof, unless each such partner, beneficiary, security owner or participant empowered alone or with other partners or participants to make such decisions meets all requirements set forth herein for qualification as an eligible purchaser, or (y) an entity that has invested more than 40% of its assets in securities of the Issuer, giving effect to the amount invested in connection with its acquisition of the notes or a beneficial interest therein, unless each beneficial owner of the eligible purchaser's securities meets all requirements set forth herein for qualification as an eligible purchaser;

(E)it either (x) is not an entity organized prior to April 30, 1996 that is excepted from the 1940 Act pursuant to section 3(c)(1) or 3(c)(7) thereof or (y) has received the consent of the beneficial owners of its securities with respect to its treatment as a “qualified purchaser” in the manner required by section 2(a)(51)(C) of the 1940 Act and the rules thereunder;

(F)it acknowledges that the Notes are being offered only in a transaction not involving any public offering within the meaning of the Securities Act of 1933, as amended, and that the Notes have not been and will not be registered under the Securities Act of 1933, as amended, and the Issuer has not been or will be registered under the 1940 Act; and

(G)if in the future it decides to offer, resell, pledge or otherwise transfer the Notes or beneficial or economic interests therein, such Notes or interests may be offered, resold, pledged or otherwise transferred only to a transferee who first provides a certificate in the form of this Exhibit B of the Indenture on behalf of itself and each account for which it is purchasing.

4.The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Transferee, (ii) securities that are part of an unsold allotment to or subscription by the Transferee, if the Transferee is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee did not include any of the securities referred to in this paragraph.

5.For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee used the cost of such securities to the Transferee, unless the Transferee reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities were valued at market. Further, in determining such aggregate amount, the Transferee may have included securities owned by subsidiaries of the Transferee, but only if such subsidiaries are consolidated with the Transferee in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Transferee's direction. However, such

91

securities were not included if the Transferee is a majority owned, consolidated subsidiary of another enterprise and the Transferee is not itself a reporting company under the Securities Exchange Act of 1934, as amended.

6.____ ____Will the Transferee be purchasing the Notes

YesNoonly for the Transferee's own account?

If the answer to the foregoing question is “no,” then in each case where the Transferee is purchasing for an account other than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning of Rule l44A and a “qualified purchaser” under Section 2(a)(51) and the rules and regulations thereunder, and the “qualified institutional buyer” and “qualified purchaser” status of such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A and such third party has represented that it is a “qualified purchaser” under Section 2(a)(51) and the rules and regulations thereunder.

8.The Transferee will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Transferee's purchase of the Notes will constitute a reaffirmation of this certification as of the date of such purchase. In addition, if the Transferee is a bank or savings and loan as provided above, the Transferee agrees that it will furnish to such parties any updated annual financial statements that become available on or before the date of such purchase, promptly after they become available.

Print Name of Transferee

By: ____________________________

Name:

Title:

Date:

s that it may not sell or otherwise transfer any Note except in compliance with the provisions of the Indenture, which provisions it has carefully reviewed, and that each Note will bear the following legend:

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE (A) COMPLIANCE WITH THE REQUIREMENTS OF THE INDENTURE AND (B) ONLY TO A PERSON IT REASONABLY

92

BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT AND WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”) AND THE RULES AND REGULATIONS THEREUNDER, (“AN ELIGIBLE PURCHASER”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE 1940 ACT AND EACH SUCH PERSON WAS NOT FORMED, REFORMED, RECAPITALIZED, OPERATED OR ORGANIZED FOR THE SPECIFIC PURPOSE OF PURCHASING THE NOTES OR INVESTING IN THE ISSUER, (E) EITHER (X) IS NOT AN ENTITY ORGANIZED PRIOR TO APRIL 30, 1996 THAT IS EXCEPTED FROM THE 1940 ACT PURSUANT TO SECTION 3(c)(1) OR 3(c)(7) THEREOF OR (Y) HAS RECEIVED THE CONSENT OF THE BENEFICIAL OWNERS OF ITS SECURITIES WITH RESPECT TO ITS TREATMENT AS A QUALIFIED PURCHASER IN THE MANNER REQUIRED BY SECTION 2(a)(51)(C) OF THE 1940 ACT AND THE RULES THEREUNDER. EACH PURCHASER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN WILL BE DEEMED TO REPRESENT THAT IT AGREES TO COMPLY WITH THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE WITHIN MENTIONED INDENTURE (THE “INDENTURE”), AND WILL NOT TRANSFER THIS SECURITY OR ANY BENEFICIAL OR ECONOMIC INTERESTS HEREIN EXCEPT IN COMPLIANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE TO AN ELIGIBLE PURCHASER WHO MAKES THE ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND AGREEMENTS REQUIRED THEREBY ON BEHALF OF ITSELF AND EACH ACCOUNT FOR WHICH IT IS PURCHASING. ANY PURPORTED TRANSFER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN THAT IS IN BREACH, AT THE TIME MADE, OF ANY TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE MAY BE VOID AB INITIO. IF AT ANY TIME THE ISSUER DETERMINES IN GOOD FAITH THAT A HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR BENEFICIAL INTERESTS HEREIN IS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN, THE ISSUER MAY IN THEIR DISCRETION CONSIDER THE ACQUISITION BY SUCH HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR SUCH BENEFICIAL INTERESTS VOID AND OF NO FORCE AND EFFECT, AND SUCH ACQUISITION WILL NOT, AT THE DISCRETION OF ISSUER, OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE INDENTURE TRUSTEE UNDER THE INDENTURE, OR ANY OTHER INTERMEDIARY. IN ADDITION, THE ISSUER MAY REQUIRE SUCH ACQUIRER OR BENEFICIAL OWNER TO SELL THIS SECURITY OR SUCH BENEFICIAL INTERESTS TO AN ELIGIBLE PURCHASER.

3.The Transferee represents that either: (a) it is not, and is not purchasing on behalf of, as a fiduciary of, as a trustee of or with assets of an employee benefit plan or plan subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or to any federal, state, local, non-U.S. or other law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”), (collectively, a “Plan”) nor a person acting on behalf of any Plan nor a person using the assets of any Plan to effect such transfer, unless it represents and warrants that the acquisition, holding and disposition of this Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or any Similar Law because it will satisfy the requirements for exemptive relief under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code, or Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or another applicable administrative or statutory exemption or, in the case of a Plan subject to Similar Law, will not result in a non-exempt violation of Similar Law.

Very truly yours,

93

(Transferor)

By: ____________________________

Name:

Title:

ANNEX 1 TO EXHIBIT B

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A/QUALIFIED PURCHASER STATUS UNDER SECTION 2(a)(51)

[for Transferees other than Registered Investment Companies]

The undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and [name of Note Registrar], as Note Registrar, with respect to the Note No. [__] (the “Notes”) being transferred as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:

1.As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity purchasing the Notes (the “Transferee”).

2.The Transferee is a “qualified institutional buyer” as that term is defined in Rule l44A under the Securities Act of 1933 (“Rule 144A”) because (i) the Transferee owned and/or invested on a discretionary basis $100,000,000 or more in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the category marked below.

Corporation, etc. The Transferee is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

Bank. The Transferee (a) is a national bank or a banking institution organized under the laws of any State, U.S. territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Note in the case of a U.S. bank, and not more than 18 months preceding such date of sale for a foreign bank or equivalent institution.

Savings and Loan. The Transferee (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a state or federal authority having supervision over any such institutions or is a foreign savings and

94

loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Note in the case of a U.S. savings and loan association, and not more than 18 months preceding such date of sale for a foreign savings and loan association or equivalent institution.

Broker‑dealer. The Transferee is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.

Insurance Company. The Transferee is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State, U.S. territory or the District of Columbia.

State or Local Plan. The Transferee is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees.

ERISA Plan. The Transferee is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended.

Investment Advisor. The Transferee is an investment advisor registered under the Investment Advisers Act of 1940, as amended.

Other. (Please supply a brief description of the entity and a cross‑reference to the paragraph and subparagraph under subsection (a)(1) of Rule 144A pursuant to which it qualifies.)

3.The Transferee is a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended, together with the rules and regulations thereunder (the “1940 Act”), and is aware that the Issuer will not be registered under the 1940 Act in reliance on the exemption set forth in Section 3(c)(7) thereof and that the Notes have not been and will not be registered under the Securities Act of 1933, as amended. The Transferee further represents and warrants that:

(A)it is not purchasing the Notes with a view to the resale, distribution or other disposition thereof in violation of the Securities Exchange Act of 1934, as amended, and will not sell participation interests in the notes or enter into any other arrangement pursuant to which any other person will be entitled to an interest in any payments on or based on the notes;

(B)it is not a broker-dealer that owns and invests on a discretionary basis less than $25 million in securities of unaffiliated issuers;

(C)it is not a participant-directed employee plan, such as a 401(k) plan, as referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(i)(F) of Rule 144A that holds the assets of such a plan;

(D)it is not (x) a partnership, common trust fund, special trust, pension fund or retirement plan or other entity in which the partners, beneficiaries, security owners or participants, as the case may be, may designate the particular investments to be made or the allocation thereof, unless each such partner, beneficiary, security owner or participant empowered alone or with other partners or participants to make such decisions meets all requirements set forth herein for qualification as an eligible purchaser, or (y) an entity that has invested more than 40% of its assets in securities of the Issuer, giving effect to the amount invested in connection with its acquisition of the notes or a beneficial interest therein, unless each beneficial owner of the eligible purchaser's securities meets all requirements set forth herein for qualification as an eligible purchaser;

95

(E)it either (x) is not an entity organized prior to April 30, 1996 that is excepted from the 1940 Act pursuant to section 3(c)(1) or 3(c)(7) thereof or (y) has received the consent of the beneficial owners of its securities with respect to its treatment as a “qualified purchaser” in the manner required by section 2(a)(51)(C) of the 1940 Act and the rules thereunder;

(F)it acknowledges that the Notes are being offered only in a transaction not involving any public offering within the meaning of the Securities Act of 1933, as amended, and that the Notes have not been and will not be registered under the Securities Act of 1933, as amended, and the Issuer has not been or will be registered under the 1940 Act; and

(G)if in the future it decides to offer, resell, pledge or otherwise transfer the Notes or beneficial or economic interests therein, such Notes or interests may be offered, resold, pledged or otherwise transferred only to a transferee who first provides a certificate in the form of this Exhibit B of the Indenture on behalf of itself and each account for which it is purchasing.

4.The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Transferee, (ii) securities that are part of an unsold allotment to or subscription by the Transferee, if the Transferee is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee did not include any of the securities referred to in this paragraph.

5.For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee used the cost of such securities to the Transferee, unless the Transferee reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities were valued at market. Further, in determining such aggregate amount, the Transferee may have included securities owned by subsidiaries of the Transferee, but only if such subsidiaries are consolidated with the Transferee in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Transferee's direction. However, such securities were not included if the Transferee is a majority owned, consolidated subsidiary of another enterprise and the Transferee is not itself a reporting company under the Securities Exchange Act of 1934, as amended.

6.____ ____Will the Transferee be purchasing the Notes

YesNoonly for the Transferee's own account?

If the answer to the foregoing question is “no,” then in each case where the Transferee is purchasing for an account other than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning of Rule l44A and a “qualified purchaser” under Section 2(a)(51) and the rules and regulations thereunder, and the “qualified institutional buyer” and “qualified purchaser” status of such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A and such third party has represented that it is a “qualified purchaser” under Section 2(a)(51) and the rules and regulations thereunder.

8.The Transferee will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Transferee's purchase of the Notes will constitute a reaffirmation of this certification as of the date of such purchase. In addition, if the Transferee is a bank or savings and loan as provided above, the Transferee agrees that it will furnish to such parties any updated annual financial statements that become available on or before the date of such purchase, promptly after they become available.

Print Name of Transferee

96

By: ____________________________

Name:

Title:

Date:

97

EXHIBIT C

FORM OF MONTHLY SERVICER REPORT

EXHIBIT D

Form Of payment date report

EXHIBIT E

FORM OF FUNDING DATE REPORT

EXHIBIT F

FORM OF TRUSTEE REPORT

EXHIBIT G

FORM OF CALCULATION AGENT REPORT

98

EXHIBIT H

Form of ASSIGNMENT OF RECEIVABLES AND

SCHEDULE OF Mortgage Loans

[DATE]

Wells Fargo Bank, N.A.

9062 Old Annapolis Road

Columbia, Maryland 20145-1951

Attention: Client Manager - Nationstar 2012-ADV2

American Mortgage Consultants, Inc.

335 Madison Avenue, 27th Floor

New York, New York 10017

Attention: [______________]

301 South College Street

MAC D1053-082

Charlotte, North Carolina 28288

Attention: Benjamin Peterson

Re: Assignment of Receivables and Schedule of Mortgage Loans

This Assignment of Receivables and Schedule of Mortgage Loans (the “Schedule”) is a schedule to and is hereby incorporated by this reference into a certain Indenture (the “Indenture”), dated as of June 12, 2012, by and between Nationstar Agency Advance Funding Trust 2012-AW, a Delaware statutory trust (the “Issuer”), and Wells Fargo Bank, N.A. (the “Indenture Trustee”). All capitalized terms used herein shall have the meanings set forth in, or referred to in, the Indenture.

In accordance with Section 2.01 of the Receivables Purchase Agreement, the Seller has sold, assigned, conveyed and transferred to the Depositor and the Depositor has hereby sold, assigned, conveyed, contributed and transferred to the Issuer and its assignees, without recourse, but subject to the terms of the Receivables Purchase Agreement, all of the Seller's or Depositor's, as applicable, right, title and interest in, to and under its rights to reimbursement for Delinquency Advances and Servicing Advances made by the Seller, as Servicer, and existing as of the above date of conveyance under each Mortgage Loans listed on Schedule I attached hereto.

Upon delivery of an executed Schedule, written confirmation from the Agent that the Mortgage Loans listed on the attached schedule are satisfactory to the Agent and satisfaction of the conditions set forth in Section 7.03 of the Indenture, Schedules I of the Indenture shall be amended to include the Mortgage Loans set forth on Schedules I hereto without any further act.

NATIONSTAR MORTGAGE LLC, as Administrator

99

By:__________________________________

Name:

Title:

NATIONSTAR AGENCY ADVANCE FUNDING TRUST 2012-AW

By: Nationstar Mortgage LLC, its Administrator

By:_________________________________

Name:

Title:

Acknowledged and Agreed:

WELLS FARGO BANK, N.A., as Agent

By:____________________________

Name:

Title:

100

SCHEDULE I

MORTGAGE LOANS

The electronic list delivered by Seller to the Agent on or prior to the Closing Date is available upon request.

SCHEDULE I

JUDICIAL AND NON-JUDICIAL FORECLOSURE STATES AND TERRITORIES

SCHEDULE III

WIRE instructions

If to Nationstar Mortgage LLC:

Name of Bank:Wells Fargo Bank, N.A.

City/State of Bank:San Francisco, CA

ABA Number of Bank:121-000-248

Name of Account:Nationstar Mortgage LLC

Account Number at Bank:4121888200

If to Nationstar Agency Advance Funding 2012-AW, LLC:

Name of Bank:Wells Fargo Bank, N.A.

City/State of Bank:San Francisco, CA

ABA Number of Bank:121-000-248

Name of Account:Nationstar Agency Advance Funding 2012-AW, LLC

Account Number at Bank:4124222613

If to the Reimbursement Account:

Name of Bank:Wells Fargo Bank, N.A.

ABA Number of Bank:121-000-248

Name of Account:Corporate Trust Clearing

Account Number at Bank:3970771416

FFC:48042201

If to the Note Payment Account:

Name of Bank:Wells Fargo Bank, N.A.

ABA Number of Bank:121-000-248

Name of Account:Corporate Trust Clearing

Account Number at Bank:3970771416

FFC:48042200

If to the Funding Account:

Name of Bank:Wells Fargo Bank, N.A.

ABA Number of Bank:121-000-248

Name of Account:Corporate Trust Clearing

Account Number at Bank:3970771416

FFC:48042203

101

If to the Hedge Account:

Name of Bank:Wells Fargo Bank, N.A.

ABA Number of Bank:121-000-248

Name of Account:Corporate Trust Clearing

Account Number at Bank:3970771416

FFC:48042204

If to the Reserve Account:

Name of Bank:Wells Fargo Bank, N.A.

ABA Number of Bank:121-000-248

Name of Account:Corporate Trust Clearing

Account Number at Bank:3970771416

FFC:48042202

If to the Posted Collateral Account:

Name of Bank:Wells Fargo Bank, N.A.

ABA Number of Bank:121-000-248

Name of Account:Corporate Trust Clearing

Account Number at Bank:3970771416

FFC:48042205

If to the Agent:

Name of Bank:

City/State of Bank:

ABA Number of Bank:

Name of Account:

Account Number at Bank:

Details of Payment:

If to the Noteholder:

Name of Bank:

City/State of Bank:

ABA Number of Bank:

Name of Account:

Account Number at Bank:

Details of Payment:

If to the Owner Trustee:

Name of Bank:

City/State of Bank:

ABA Number of Bank:

Account Number at Bank:

If to the Verification Agent:

Name of Bank:

City/State of Bank:

ABA Number of Bank:

102

Name of Account:

Account Number at Bank:

103

EX-4.3

Exhibit 4.3

CONFIDENTIAL TREATMENT REQUESTED

Nationstar Advance Funding Trust 2012-W

as Issuer

and

Wells Fargo Bank, n.a.

as Indenture Trustee

_____________________

INDENTURE

Dated as of June 26, 2012

_________________________

Nationstar Advance Funding Trust 2012-W

Servicer Advance Receivables Backed Notes, Series 2012-W

Table of Contents		Page
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		2
Section 1.01.	Definitions.	2
Section 1.02.	Rules of Construction.	49
ARTICLE II THE NOTES		50
Section 2.01.	Forms; Denominations; Conditions Precedent.	50
Section 2.02.	Execution, Authentication, Delivery and Dating.	52
Section 2.03.	Acknowledgment of Receipt of the Receivables.	53
Section 2.04.	The Notes Generally.	53
Section 2.05.	Registration of Transfer and Exchange of Notes.	53
Section 2.06.	Mutilated, Destroyed, Lost or Stolen Notes.	56
Section 2.07.	Noteholder Lists.	56
Section 2.08.	Persons Deemed Owners.	57
Section 2.09.	Accounts.	57
Section 2.10.	Payments on the Notes.	59
Section 2.11.	Final Payment Notice.	64
Section 2.12.	Compliance with Withholding Requirements.	65
Section 2.13.	Cancellation.	65
Section 2.14.	Additional Note Balance.	65
Section 2.15.	Reserve Account.	66
Section 2.16.	Redemption; Clean-up Call Option.	66
Section 2.17.	Securities Accounts	68
Section 2.18.	Tax Treatment of the Notes.	71
Section 2.19.	Purchase Option.	71
Section 2.20.	Hedge Agreements	71
ARTICLE III SATISFACTION AND DISCHARGE		75
Section 3.01.	Satisfaction and Discharge of Indenture.	75
Section 3.02.	Application of Trust Money.	76
ARTICLE IV EVENTS OF DEFAULT; REMEDIES		76
Section 4.01.	Events of Default.	76
Section 4.02.	Acceleration of Maturity; Rescission and Annulment.	80
Section 4.03.	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.	81
Section 4.04.	Remedies.	83
Section 4.05.	Application of Money Collected.	83
Section 4.06.	Limitation on Suits.	84
Section 4.07.	Unconditional Right of Noteholders to Receive Principal and Interest.	84
Section 4.08.	Restoration of Rights and Remedies.	85
Section 4.09.	Rights and Remedies Cumulative.	85
Section 4.10.	Delay or Omission Not Waiver.	85
Section 4.11.	Control by Noteholders.	85
Section 4.12.	Waiver of Past Defaults.	86
Section 4.13.	Undertaking for Costs.	86
Section 4.14.	Waiver of Stay or Extension Laws.	87
Section 4.15.	Sale of Trust Estate.	87

Section 4.16.	Action on Notes.	88
ARTICLE V THE INDENTURE TRUSTEE		89
Section 5.01.	Certain Duties and Responsibilities.	89
Section 5.02.	Notice of Defaults.	92
Section 5.03.	Certain Rights of Indenture Trustee.	92
Section 5.04.	Compensation and Reimbursement.	94
Section 5.05.	Corporate Indenture Trustee Required; Eligibility.	96
Section 5.06.	Authorization of Indenture Trustee.	96
Section 5.07.	Merger, Conversion, Consolidation or Succession to Business.	96
Section 5.08.	Resignation and Removal; Appointment of Successor.	97
Section 5.09.	Acceptance of Appointment by Successor.	98
Section 5.10.	Unclaimed Funds.	98
Section 5.11.	Illegal Acts.	99
Section 5.12.	Communications by the Indenture Trustee.	99
Section 5.13.	Separate Indenture Trustees and Co-Trustees.	99
ARTICLE VI REPORTS TO NOTEHOLDERS		101
Section 6.01.	Reports to Noteholders and Others.	101
Section 6.02.	Servicer Reports.	103
Section 6.03.	Access to Certain Information.	104
ARTICLE VII FUNDING ACCOUNT; PURCHASE OF ADDITIONAL RECEIVABLES		105
Section 7.01.	Funding Account.	105
Section 7.02.	Purchase of Receivables.	106
Section 7.03.	Addition and Removal of Servicing Contracts.	108
Section 7.04.	Removal of Subserviced Securitization Trusts.	109
ARTICLE VIII SUPPLEMENTAL INDENTURES; AMENDMENTS		110
Section 8.01.	Supplemental Indentures or Amendments Without Consent of Noteholders.	110
Section 8.02.	Supplemental Indentures With Consent of Noteholders.	111
Section 8.03.	Delivery of Supplements and Amendments.	112
Section 8.04.	Execution of Supplemental Indentures, etc.	112
Section 8.05.	Note Issuance.	113
ARTICLE IX COVENANTS; WARRANTIES		116
Section 9.01.	Maintenance of Office or Agency.	116
Section 9.02.	Existence.	116
Section 9.03.	Payment of Taxes and Other Claims.	116
Section 9.04.	Validity of the Notes; Title to the Trust Estate; Lien.	116
Section 9.05.	Protection of Trust Estate.	117
Section 9.06.	Nonconsolidation.	118
Section 9.07.	Negative Covenants.	119
Section 9.08.	Statement as to Compliance.	119
Section 9.09.	Issuer may Consolidate, Etc., only on Certain Terms.	120
Section 9.10.	Purchase of Notes.	121
Section 9.11.	Indemnification.	121
Section 9.12.	Lewtan Reports.	123
ARTICLE X AGENT		123
Section 10.01.	Appointment.	123
Section 10.02.	Nature of Duties.	124

Section 10.03.	Rights, Exculpation, Etc.	124
Section 10.04.	Reliance.	125
Section 10.05.	Indemnification.	125
Section 10.06.	Agent Individually.	126
Section 10.07.	Successor Agent.	126
Section 10.08.	Collateral Matters.	127
ARTICLE XI MISCELLANEOUS		127
Section 11.01.	Execution Counterparts.	127
Section 11.02.	Compliance Certificates and Opinions, etc.	128
Section 11.03.	Form of Documents Delivered to Indenture Trustee.	128
Section 11.04.	Acts of Noteholders.	129
Section 11.05.	Computation of Percentage of Noteholders.	130
Section 11.06.	Notice to the Indenture Trustee, the Issuer and Certain Other Persons.	130
Section 11.07.	Notices to Noteholders; Notification Requirements and Waiver.	130
Section 11.08.	Successors and Assigns.	131
Section 11.09.	Separability Clause.	131
Section 11.10.	Governing Law.	131
Section 11.11.	Effect of Headings and Table of Contents.	131
Section 11.12.	Benefits of Indenture.	131
Section 11.13.	Non-Recourse Obligation.	131
Section 11.14.	Inspection.	132
Section 11.15.	Method of Payment.	132
Section 11.16.	No Recourse.	133
Section 11.17.	Wire Instructions.	133
Section 11.18.	Noteholder Consent	133
Exhibits and Schedules
Exhibit A-I	Form of Variable Funding Note
Exhibit A-II-1	Form of Global Term Note
Exhibit A-II-2	Form of Certificated Term Note
Exhibit B	Form of Transferee Certificate for Transfers of Notes to Qualified Institutional Buyers
Exhibit C	Form of Monthly Servicer Report
Exhibit D	Form of Payment Date Report
Exhibit E	Form of Funding Date Report
Exhibit F	Form of Trustee Report
Exhibit G	Form of Calculation Agent Report
Exhibit H	Form of Assignment of Receivables and Schedule of Securitization Trusts
Schedule I-A	Schedule of Loan-Level Servicing Advance Securitization Trusts
Schedule I-B	Schedule of Loan-Level Delinquency Advance Securitization Trusts
Schedule II	Schedule of Pool-Level Delinquency Advance Securitization Trusts
Schedule III	Schedule of Bottom of the Waterfall Securitization Trusts
Schedule IV	Schedule of Initial Receivables
Schedule V	Schedule of Additional Receivables
Schedule VI	Schedule of Judicial and Non-Judicial Foreclosure States and Territories
Schedule VII	Wire Instructions
Schedule VIII	Schedule of Legacy Deferred Servicing Fees

Schedule IX	Schedule of Subserviced Securitization Trusts
Schedule X	Schedule of MSR Transfer Evidence

INDENTURE, dated as of June 26, 2012 (as amended, modified or supplemented from time to time as permitted hereby, this “Indenture”), between NATIONSTAR ADVANCE FUNDING TRUST 2012-W, a Delaware statutory trust, as issuer (the “Issuer”), and WELLS FARGO BANK, N.A., a national banking association, not in its individual capacity, but solely as Indenture Trustee (the “Indenture Trustee”) under this Indenture.

PRELIMINARY STATEMENT

The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of its Servicer Advance Receivables Backed Notes, Series 2012-W (the “Notes”).

NOW THEREFORE, all things necessary to make the Notes, when the Notes are executed by the Issuer and authenticated and delivered by the Indenture Trustee hereunder and duly issued by the Issuer, the valid and legally binding obligations of the Issuer enforceable in accordance with their terms, and to make this Indenture a valid and legally binding agreement of the Issuer enforceable in accordance with its terms, have been done.

GRANTING CLAUSE

The Issuer hereby Grants to the Indenture Trustee, as Indenture Trustee for the benefit of the Secured Parties, all of the Issuer's right, title and interest, whether now owned or hereafter acquired, in and to: (i) the Initial Receivables and any Additional Receivables and all moneys due thereon or paid thereunder or in respect thereof (including, without limitation, any Repurchase Prices and proceeds of any sales) on and after the Initial Funding Date; (ii) all rights of the Issuer under the Receivables Purchase Agreement, including, without limitation, to enforce the obligations of the Seller thereunder with respect to the Aggregate Receivables; (iii) the Accounts and all moneys, “securities,” “instruments,” “accounts,” “general intangibles,” “chattel paper,” “financial assets,” “investment property” (the terms in quotations are defined in the UCC) and other property on deposit or credited to the Accounts from time to time (whether or not such property constitutes or is derived from payments, collections or recoveries received, made or realized in respect of the Aggregate Receivables or otherwise); (iv) all right, title and interest of the Issuer as assignee of the Seller to the contractual rights to payment on the Aggregate Receivables under each Servicing Contract and all related documents, instruments and agreements pursuant to which the Seller acquired, or acquired an interest in, any of the Aggregate Receivables; (v) true and correct copies of all books, records and documents relating to the Aggregate Receivables in any medium, including without limitation paper, tapes, disks and other electronic media; (vi) all other moneys, securities, reserves and other property now or at any time in the possession of the Indenture Trustee or its bailee, agent or custodian and relating to any of the foregoing, including without limitation, any of the Issuer's funds on deposit in the Funding Account from time to time; (vii) any Hedge Agreements, all payments thereunder and the Issuer's rights thereunder (including any collateral pledged for the benefit of the Issuer thereunder) (if applicable); and (viii) all proceeds of the foregoing of every kind and nature whatsoever, including, without limitation, all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property that at any time constitute all or part of or are included in the proceeds of the foregoing ((i) through (viii), collectively, the “Trust Estate”).

The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, the payment of any amounts owing in respect of the Hedge Agreements and to secure compliance with the provisions of this Indenture, all as provided in this Indenture.

The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the

provisions hereof, and agrees to perform the duties herein to the best of its ability such that the interests of the Secured Parties may be adequately and effectively protected.

GENERAL COVENANT

AND IT IS HEREBY COVENANTED AND DECLARED that the Notes are to be authenticated and delivered by the Indenture Trustee, that the Trust Estate is to be held by or on behalf of the Indenture Trustee and that moneys in the Trust Estate are to be applied by the Indenture Trustee for the benefit of the Secured Parties, subject to the further covenants, conditions and trusts hereinafter set forth, and the Issuer does hereby represent and warrant, and covenant and agree, to and with the Indenture Trustee, for the equal and proportionate benefit and security of each Secured Party, as follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section1.01.    Definitions.

Whenever used in this Indenture, including in the Preliminary Statement, the Granting Clause and the General Covenant hereinabove set forth, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Section 1.01 or, if not specified in this Section 1.01, then in the applicable Servicing Contract.

“1933 Act”: The Securities Act of 1933, as amended, and the rules, regulations and published interpretations of the Securities and Exchange Commission promulgated thereunder from time to time.

“1934 Act”: The Securities Exchange Act of 1934, as amended, and the rules, regulations and published interpretations of the Securities and Exchange Commission promulgated thereunder from time to time.

“1939 Act”: The Trust Indenture Act of 1939, as amended, and the rules, regulations and published interpretations of the Securities and Exchange Commission promulgated thereunder from time to time.

“1940 Act”: The Investment Company Act of 1940, as amended, and the rules, regulations and published interpretations of the Securities and Exchange Commission promulgated thereunder from time to time.

“Accounts”: The Reimbursement Account, the Note Payment Account, the Reserve Account, the Funding Account, the Hedge Account and any Posted Collateral Account.

“Act”: As defined in Section 11.04 hereof.

“Accrual Period”: With respect to the Notes and any Payment Date, the period commencing on and including the Payment Date preceding such Payment Date (or, in the case of the initial Accrual Period, the Initial Funding Date) and ending on and including the day preceding such Payment Date. All Notes shall accrue interest on an actual/360 basis during each Accrual Period.

“Additional Note Balance”: With respect to each Funding Date after the Initial Funding Date and the Notes, the Collateral Value of the Additional Receivables transferred to the Issuer and Granted hereunder on such Funding Date minus that portion of the Excess Amount for such Funding Date applied to purchase such Additional Receivables pursuant to Section 2.10(d) hereof.

“Additional Receivables”: With respect to each Funding Date after the Initial Funding Date,

Receivables related to Delinquency Advances and/or Servicing Advances sold and/or contributed by the Seller to the Depositor and then sold and/or contributed by the Depositor to the Issuer on such Funding Date and Granted by the Issuer to the Indenture Trustee to comprise part of the Trust Estate.

“Administration Agreement”: The Administration Agreement, dated as of June 26, 2012, between the Issuer and the Administrator.

“Administrator”: Nationstar, and its successors and assigns in such capacity.

“Advance Category”: With respect to any Receivable, the category set forth on the Schedule of Initial Receivables or the Schedule of Additional Receivables, as applicable, with respect to such Receivable which shall be a “Delinquency Advance (Judicial State)”, “Delinquency Advance (Non-Judicial State)”, “Escrow Advance (Judicial State),” “Escrow Advance (Non-Judicial State)”, “Corporate Advance (Judicial State)”, “Corporate Advance (Non-Judicial State)”, “Legacy Deferred Servicing Fee (Judicial State)” or “Legacy Deferred Servicing Fee (Non-Judicial State)”, as applicable.

“Advance Ratio”:  With respect to any Securitization Trust and any date, a ratio, expressed as a percentage, the numerator of which is the sum of (i) the aggregate Receivables Balance of the Aggregate Receivables relating to such Securitization Trust and (ii) the aggregate receivables balance of the Aggregate GMAC Receivables relating to such Securitization Trust, if applicable, and the denominator of which is the aggregate outstanding principal balance of Current-Paying Mortgage Loans owned by such Securitization Trust.

“Advance Reimbursement Amounts”: Amounts paid to or retained by the Servicer in its capacity as servicer for the Securitization Trust, including amounts withdrawn from the related Collection Account, as reimbursement of any Delinquency Advance or Servicing Advance or payment of any Legacy Deferred Servicing Fee, in each case pursuant to the applicable Servicing Contract.

“Affiliate”: With respect to any specified Person, for purposes of this Indenture only, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities or other beneficial interest, by contract or otherwise; and the terms “controlling” and “controlled” have the meanings correlative to the foregoing.

“Agent”: Wells Fargo Securities, LLC, as agent under the Transaction Documents, and its successors and assigns in such capacity.

“Agent Members”: Members of, or participants in, the Depository.

“Aggregate Collateral Value”: With respect to the Collateral as of any date, the sum, without duplication, of (i) the Aggregate Variable Funding Note Collateral Value on such date and (ii) if the Term Notes are Outstanding, the Aggregate Term Note Collateral Value on such date.

“Aggregate GMAC Receivables”: All servicing advance receivables generated by GMAC Mortgage, LLC as servicer under the Related Servicing Contract related to the GMAC Transactions.

“Aggregate Receivables”: All Initial Receivables and all Additional Receivables.

“Aggregate Term Note Collateral Value”: With respect to the Collateral and any Outstanding Term Notes as of any date, the sum, without duplication, of (i) the Term Note Collateral Value on such date and

(ii) the product of (A) the Excess Amount on deposit in the Accounts (including the par amount of all Permitted Investments in such Account) on such date and (B) the applicable Discount Factor Proportional Weighting Ratio on such date.

“Aggregate Variable Funding Note Collateral Value”: With respect to the Collateral and the Variable Funding Notes as of any date, the sum, without duplication, of (i) the Variable Funding Note Collateral Value on such date and (ii) the product of (A) the Excess Amount on deposit in the Accounts (including the par amount of all Permitted Investments in such Account) on such date and (B) the applicable Discount Factor Proportional Weighting Ratio on such date.

“Amounts Held for Future Distribution”: With respect to any Delinquency Advance and the applicable Securitization Trust, funds being held in the Collection Account of such Securitization Trust for future distribution or withdrawal on or in connection with a distribution date in subsequent months.

“Applicable Redemption Percentage”: As of any Redemption Date with respect to a Partial Redemption, a fraction expressed as percentage, the numerator of which is the Note Principal Balance subject to such Partial Redemption and the denominator of which is the Note Principal Balance of all of the Notes as of such Redemption Date.

“Asset Purchase Agreement”: That certain Residential Servicing Asset Purchase Agreement, dated as of March 6, 2012, by and among the MSR Sellers and Seller, as amended.

“Authenticating Agent”: As defined in Section 2.02(b).

“Authorized Officer”: With respect to the Owner Trustee or the Administrator, any officer of the Owner Trustee or the Administrator who is authorized to act for the Owner Trustee or the Administrator in matters relating to the Issuer and who is identified on the list of authorized officers delivered by the Owner Trustee or the Administrator to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter) and, with respect to the Issuer, any Authorized Officer of the Owner Trustee or of the Administrator.

“Available Funds”: With respect to any Payment Date or Redemption Date relating to a Total Redemption, the sum, without duplication, of (i) Advance Reimbursement Amounts on deposit in the Reimbursement Account on such Payment Date or Redemption Date, as applicable, (ii) amounts earned on Permitted Investments, which are paid into the Note Payment Account for such Payment Date or Redemption Date, as applicable, (iii) all funds to be deposited to the Note Payment Account from the Reserve Account pursuant to Section 2.15 hereof on or before such Payment Date or Redemption Date, as applicable, and not previously distributed to Noteholders, (iv) any funds received by the Indenture Trustee in connection with the repurchase of a Receivable pursuant to Sections 2.19 or 7.03(b) of this Indenture and Section 6.02 of the Receivables Purchase Agreement on or before such Payment Date or Redemption Date, as applicable, and not previously distributed to Noteholders, plus (v) any applicable Hedge Payment Amount and any other amounts set forth in Section 2.20 of this Indenture to be deposited into the Note Payment Account from the Hedge Account or Posted Collateral Account on or before such Payment Date or Redemption Date, as applicable, and not previously distributed to Noteholders.

“Bill of Sale”: With respect to any Funding Date, a bill of sale, substantially in the form found in Exhibit C to the Receivables Purchase Agreement, delivered by Seller and the Depositor to the Issuer, the Agent and the Indenture Trustee pursuant to the Receivables Purchase Agreement.

“Bottom of the Waterfall Securitization Trust”:  Any of the Securitization Trusts listed on Schedule

III hereto.

“Bottom of the Waterfall Advance”:  Any Delinquency Advance or Servicing Advance made with respect to the Bottom of the Waterfall Securitization Trusts.

________________________________

*** 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.

6

“Brokers Price Opinion”: Shall mean a reasonable estimated value from an unaffiliated real estate professional or from National Real Estate Information Services (NREIS) of an underlying residential property subject to a Mortgage Loan, which has been conducted not more than two-hundred ten (210) days prior to any date of determination.

“Business Day”: Any day other than (i) a Saturday, (ii) a Sunday, (iii) a day on which the New York Stock Exchange is closed, or (iv) a day on which banking institutions are authorized or obligated by law or executive order to remain closed in New York, New York, Dallas, Texas, or in any other city in which the Corporate Trust Office of the Indenture Trustee is located.

“Calculation Agent”: As defined in Section 6.01(c) of this Indenture.

“Calculation Agent Fee”: $[***], per year, payable in monthly installments of $[***], to the Calculation Agent on each Payment Date for services rendered under this Indenture.

“Cap Agreement”: Any fully paid interest rate cap agreement or agreements entered into from time to time, between the Cap Provider and the Hedge Enforcement Party, on behalf of the Issuer, including any novations, schedule, confirmations, credit support annex or other credit support document relating thereto.

“Cap Provider”: The cap provider under any Cap Agreement and, thereafter, any successors and assigns in such capacity that at least meet the requirements for a replacement cap provider as set forth under the applicable Cap Agreement and Section 2.20(b) hereof.

“Cash”: Coin or currency of the United States or immediately available federal funds, including such funds delivered by wire transfer.

“Certificate Registrar”: The Certificate Registrar under the Trust Agreement.

“Certificated Term Note”: Any Term Note in definitive and fully registered form without interest coupons, in substantially the form attached hereto as Exhibit A-II-2.

“Certificateholder”: As defined in the Trust Agreement.

“Change of Control”: With respect to Nationstar on any date of determination, any Person, or two or more Persons acting in concert, other than one or more Permitted Holders, becomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 of the Securities and Exchange Commission under the 1934 Act), of more than the greater of (x) 35% of the voting power of Nationstar's voting equity interests outstanding on such date of determination and (y) the percentage of the voting power of Nationstar's voting equity interests owned, in the aggregate, directly or indirectly, beneficially and of record, by the Permitted Holders as of such date of determination; unless the Permitted Holders have, at such time, the right or the ability by voting

power, contract or otherwise to elect or designate for election at least a majority of Nationstar's board of directors.

7

“Class”: All of the Notes having the same series and alphabetical class designation (regardless of any numerical or interest rate designation). As of the date hereof, the Variable Funding Notes constitute one Class; as of the date of issuance of any Term Notes, the Variable Funding Notes and the Term Notes will constitute separate Classes.

“Clean-up Call Date”: As defined in Section 2.16(b) hereof.

“Clean-up Call Notice”: As defined in Section 2.16(b) hereof.

“Clean-up Call Option”: The right of the Agent to require the Issuer to repurchase all or a portion of the Notes in accordance with Section 2.16(b) hereof.

“Closing Date”: June 26, 2012.

“Code”: The Internal Revenue Code of 1986 and regulations promulgated thereunder, including proposed regulations to the extent that, by reason of their proposed effective date, could, as of the date of any determination or opinion as to the tax consequences of any action or proposed action or transaction, be applied to the Notes.

“Collateral”: Individually and collectively, the assets constituting the Trust Estate from time to time.

“Collateral Coverage Requirement”: With respect to any date, the requirement that the Aggregate Collateral Value of the Collateral shall be greater than or equal to the Note Principal Balance of the Notes as of such date (after giving effect to any purchase of Additional Note Balance or Additional Receivables on such date).

“Collateral Performance Test”: A collateral performance benchmark or similar test or “trigger” or a servicer ratings-based benchmark or similar ratings test or “trigger” in a Servicing Contract or, with respect to any Subserviced Securitization Trust, Related Servicing Contract, the failure of which triggers a Servicer Termination Event pursuant to the terms of such Servicing Contract or Related Servicing Contract, as applicable.

“Collateral Value”: With respect to each Receivable sold by the Seller to the Depositor on a Funding Date, the product of (a) the Receivables Balance of such Receivable on such Funding Date and (b) a factor equal to the weighted average of the Variable Funding Note Discount Factor and the Term Note Discount Factor (if any Term Notes are outstanding) with respect to such Receivable, weighted on the basis of the applicable Discount Factor Proportional Weighting Ratio.

For purposes of determining the Collateral Value of a Receivable, a Receivable shall be deemed unreimbursed until the cash reimbursement thereof is deposited into the Reimbursement Account.

________________________________

*** 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 any provisions to the contrary herein, the “Collateral Value” shall be $0.00 in respect of any Receivable that:

(i) is not an Eligible Receivable; or

(ii) the Receivables Balance of such Receivable:

(a)when added to the Receivables Balance of the Aggregate Receivables, causes the aggregate Receivables Balance of all Receivables related to any Securitization Trust to exceed [***]% of the aggregate Receivables Balance of the Aggregate Receivables;

(b)when added to the Receivables Balance of the Aggregate Receivables, causes the aggregate Receivables Balance of all Receivables with respect to Loan-Level Delinquency Advances, Servicing Advances and Legacy Deferred Servicing Fees that relate to Mortgage Loans secured by second or more junior liens on the respective mortgaged properties to exceed [***]% of the aggregate outstanding principal amount of all Receivables with respect to Loan-Level Delinquency Advances, Servicing Advances and Legacy Deferred Servicing Fees;

(c)to the extent such Receivable is related to a Bottom of the Waterfall Advance with respect to a Mortgage Loan which is 90 or more days Delinquent, when added to the aggregate Receivables Balance of all Receivables relating to Bottom of the Waterfall Advances with respect to such Mortgage Loan, causes the Loan-Level Valuation Ratio related to such Mortgage Loan to be less than [***];

(d)when added to the aggregate Receivables Balance of the Aggregate Receivables, causes the aggregate Receivables Balance of all Receivables relating to Bottom of the Waterfall Advances to exceed [***]% of the aggregate Receivables Balance of the Aggregate Receivables;

(e)when added to the Receivables Balance of the Aggregate Receivables, causes the aggregate Receivables Balance of all Receivables relating to Servicing Advances to equal or exceed [***]% of the aggregate Receivables Balance of the Aggregate Receivables;

(f) when added to the Receivables Balance of the Aggregate Receivables, causes the aggregate Receivables Balance of all Receivables relating to the same Securitization Trust to exceed: (i) [***]% of the aggregate outstanding principal balance of all Mortgage Loans included in such Securitization Trust if such date of determination is before the date which is five (5) months after the Closing Date; (ii) [***]% of the aggregate outstanding principal balance of all Mortgage Loans included in such Securitization Trust if such date of determination is on or after the date which is five (5) months after the Closing Date; (iii) [***]% of the aggregate outstanding principal balance of all Mortgage Loans included in such Securitization Trust that are 30 days or less Delinquent if such date of determination is before the date which is five (5) months after the Closing Date; or (iv) [***]% of the aggregate outstanding principal balance of all Mortgage Loans included in such Securitization Trust that are 30 days or less Delinquent if such date of determination is on or after the date which is five (5) months after the Closing Date; or

(g) such Receivable has not been outstanding for thirty (30) months or more and such Receivable, the Receivables Balance of which, when added to the Receivables Balance of the Aggregate Receivables, causes the aggregate Receivables Balance of all Receivables in a Securitization Trust that have been outstanding for more than eighteen (18) months to exceed: (i) [***]% of the aggregate outstanding

*** 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.

principal amount of all Receivables included in such Securitization Trust if such date of determination is before the date which is seven (7) months after the Closing Date; or (ii) [***]% of the aggregate Receivables Balance of all Receivables included in such Securitization Trust if such date of determination is on or after the date which is seven (7) months after the Closing Date.

“Collection Account”: Means each custodial account into which payments in respect of, or related to, Mortgage Loans held in each Securitization Trust are deposited.

“Collection Period”: With respect to any Payment Date, the calendar month immediately preceding the month of such Payment Date.

“Commitment”: As defined in the Note Purchase Agreement.

“Control Person”: With respect to any Person, any other Person that constitutes a “controlling person” within the meaning of Section 15 of the 1933 Act.

“Controlling Class”: The Variable Funding Notes or, if the Variable Funding Notes have been paid in full following the issuance of Term Notes pursuant to this Indenture, the Term Notes.

“Controlling Class Majority Noteholders”: The Noteholders of the Controlling Class holding collectively more than 50% of the sum of (i) if the Variable Funding Notes are the Controlling Class, the aggregate Commitments set forth in the Note Purchase Agreement of the Outstanding Variable Funding Notes plus (ii) if the Term Notes are the Controlling Class, the Term Note Principal Balance of the Outstanding Term Notes.

“Controlling Class Required Noteholders”: The Noteholders of the Controlling Class evidencing collectively 66 2/3% or more of the sum of (i) if the Variable Funding Notes are the Controlling Class, the aggregate Commitments set forth in the Note Purchase Agreement (in the case of the Variable Funding Notes) of the Outstanding Variable Funding Notes plus (ii) if the Term Notes are the Controlling Class, the Term Note Principal Balance of the Outstanding Term Notes.

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“Corporate Advance”: Any Servicing Advance made by the Servicer pursuant to the terms and provisions of a Servicing Contract to inspect, protect, preserve or repair the underlying properties that secure related Mortgage Loans or that have been acquired through foreclosure or deed in lieu of foreclosure or other similar action pending disposition thereof, or for similar or related purpose, including, but not limited to, necessary legal fees and costs expended or incurred by the Servicer in connection with foreclosure, bankruptcy, eviction or litigation actions with or involving the obligors on such related Mortgage Loans, as well as costs to obtain clear title to such a property, to protect the priority of the lien created by any such related Mortgage Loan on such underlying property, and to dispose of such underlying properties taken through foreclosure or by deed in lieu thereof or other similar action, which is reported by the Servicer in the Monthly Servicer Report under the advance type heading “Corporate Advance”.

“Corporate Advance (Judicial States)”: All Corporate Advances related to Mortgage Loans for which the underlying property is located in a jurisdiction which provides for a judicial foreclosure process, as set forth in Schedule VI hereto.

“Corporate Advance (Non-Judicial States)”: All Corporate Advances related to Mortgage Loans for which the underlying property is located in a jurisdiction which provides for a non-judicial foreclosure process, as set forth in Schedule VI hereto.

“Corporate Trust Office”: The principal corporate trust offices of the Indenture Trustee at which at any particular time its corporate trust business with respect to the Issuer shall be administered, which offices at the Closing Date are located at (i) for Note and Trust Certificate transfer purposes, Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113, Attn: Corporate Trust Services CTO Transfer Group - Nationstar Advance Funding Trust 2012-W and (ii) for all other purposes, at 9062 Old Annapolis Road, Columbia, Maryland 20145-1951, Attention: Client Manager - Nationstar Advance Funding Trust 2012-W.

“Cumulative Facility Fee Payment Amount”: With respect to each Payment Date, the sum of (i) the Facility Fee due and payable on such Payment Date and (ii) without duplication, any unpaid Cumulative Facility Fee Payment Amount payable on any preceding Payment Date plus interest thereon accrued with respect to each Accrual Period since such preceding Payment Date to the current Payment Date at a rate equal to the sum of the Variable Funding Note Floating Rate plus the Variable Funding Note Default Additional Rate.

“Current-Paying Mortgage Loan”: As of any date of determination, a Mortgage Loan with respect to which no payment is more than 60 days Delinquent.

“Daily Interest Amount”: With respect to each day in each related Accrual Period for the Variable Funding Notes, an amount equal to (x) the Variable Funding Note Floating Rate times (y) the Variable Funding Note Principal Balance as of the preceding Business Day after giving effect to all changes to the Variable Funding Note Principal Balance on or prior to such preceding Business Day times (z) a fraction, the numerator of which is one and the denominator of which is 360. With respect to each day in each related Accrual Period for the Term Notes, an amount equal to (x) the Term Note Interest Rate for the Term Notes times (y) the applicable Term Note Principal Balance of the Term Notes as of the preceding Business Day after giving effect to all changes to the Term Note Principal Balance of the Term Notes on or prior to such preceding Business Day times (z) a fraction, the numerator of which is one and the denominator of which is 360.

“Daily Interest Amount (Post-ARD)”: With respect to each day in each related Accrual Period for the Variable Funding Notes during the occurrence and continuance of an Early Amortization Event (other than under clause (a) of the definition thereof), an amount equal to (x) the applicable Variable Funding Post-ARD Additional Rate times (y) the Variable Funding Note Principal Balance as of the preceding Business Day after giving effect to all changes to the Variable Funding Note Principal Balance on or prior to such preceding Business Day times (z) a fraction, the numerator of which is one and the denominator of which is 360. With respect to each day in each related Accrual Period for the Term Notes during the occurrence and continuance of an Early Amortization Event (other than under clause (a) of the definition thereof), an amount equal to (x) the Term Note Post-ARD Additional Rate for the Term Notes times (y) the Term Note Principal Balance as of the preceding Business Day after giving effect to all changes to the Term Note Principal Balance on or prior to such preceding Business Day times (z) a fraction, the numerator of which is one and the denominator of which is 360.

“Daily Interest Amount (Post-EOD)”: With respect to each day in each related Accrual Period for the Variable Funding Notes during the occurrence and continuance of an Event of Default, an amount equal to (x) the Variable Funding Default Additional Rate times (y) the Variable Funding Note Principal Balance as of the preceding Business Day after giving effect to all changes to the Variable Funding Note Principal Balance on or prior to such preceding Business Day times (z) a fraction, the numerator of which is one (1)

and the denominator of which is 360. With respect to each day in each related Accrual Period for the Term Notes during the occurrence and continuance of an Event of Default, an amount equal to (x) the Term Note Default Additional Rate for the Term Notes times (y) the Term Note Principal Balance as of the preceding Business Day after giving effect to all changes to the Term Note Principal Balance on or prior to such preceding Business Day times (z) a fraction, the numerator of which is one (1) and the denominator of which is 360.

“Defaulted Swap Termination Payment”: Any termination payment required to be made by the Issuer to a Swap Provider pursuant to the applicable Swap Agreement in the event of an “Event of Default” under such Swap Agreement (as defined in such Swap Agreement) in respect of which such Swap Provider is the “Defaulting Party” (as defined in such Swap Agreement) or with respect to a “Termination Event” other than an “Illegality” or a “Tax Event” (as each such term is defined in such Swap Agreement) with respect to which such Swap Provider is the sole “Affected Party” (as defined in such Swap Agreement).

“Delinquency Advance”: Any “Advance”, “P&I Advance”, “Monthly Advance” or “Delinquency Advance” (or term of substantially similar import, howsoever denominated or defined) under and as defined in the relevant Servicing Contracts, which is reported by the Servicer in the Monthly Servicer Report under the advance type heading “Delinquency Advance”.

“Delinquency Ratio”: With respect to any Securitization Trust and any date, a ratio, expressed as a percentage, the numerator of which is the unpaid Principal Balance of Mortgage Loans in such Securitization Trust that are (i) 60 days or more Delinquent, (ii) REO properties, or (iii) in foreclosure or with respect to which the mortgagor is in bankruptcy, and the denominator of which is the unpaid Principal Balance of all Mortgage Loans in such Securitization Trust.

________________________________

*** 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.

15

“Delinquent”: A Mortgage Loan is “Delinquent” if any Monthly Payment due thereon is not made by the close of business on the day such Monthly Payment is required to be paid. For instance, a Mortgage Loan is “30 days Delinquent” if any Monthly Payment due thereon has not been received by the close of business on the corresponding day of the month immediately succeeding the month in which such Monthly Payment was required to be paid or, if there is no such corresponding day (e.g., as when a 30-day month follows a 31-day month in which a payment was required to be paid on the 31st day of such month), then on the last day of such immediately succeeding month. The determination of whether a Mortgage Loan is “60 days Delinquent,” “90 days Delinquent,” etc., shall be made in a like manner.

“Depositor”: Nationstar Advance Funding 2012-W, LLC.

“Depository”:  The Depository Trust Company, its nominees, and their respective successors.

“Discount Factor Proportional Weighting Ratio”: (i) With respect to the Variable Funding Notes, a fraction the numerator of which is the sum of the outstanding principal balances of Variable Funding Notes and the denominator of which is the Note Principal Balance; and (ii) with respect to the Term Notes, a fraction the numerator of which is the outstanding principal balances of the Term Notes and the denominator of which is the Note Principal Balance.

“Discount Factor Reduction Event”: With respect to any date of determination, any of the conditions

or events set forth in the table below under the heading “Discount Factor Reduction Event”: 

Discount Factor Reduction Event	Discount Factor Reduction Percentage
(a) (i) with respect to all Eligible Receivables in a Securitization Trust, the Weighted Average Months to Liquidation with respect to such Securitization Trust exceeds eighteen (18) months.	[***]%;
(a) (ii) with respect to all Eligible Receivables in a Securitization Trust, the Weighted Average Months to Liquidation with respect to such Securitization Trust exceeds twenty-two (22) months.	[***]%;
(b) (i) with respect to all Eligible Receivables in a Securitization Trust, the Weighted Average Months Outstanding with respect to such Securitization Trust exceeds eighteen (18) months;	[***]%;
(b) (ii) with respect to all Eligible Receivables in a Securitization Trust, the Weighted Average Months Outstanding with respect to such Securitization Trust exceeds twenty-two (22) months;	[***]%;
(c) with respect to all Eligible Receivables in a Securitization Trust, the Weighted Average Foreclosure Timeline with respect to such Securitization Trust exceeds 24 months;	[***]%;
(d) (i) with respect to any Receivables owned by the Issuer that relate to a Mortgage Loan with respect to which a Foreclosure Moratorium Event has occurred, such date of determination is during the period from and including the date the Foreclosure Moratorium Event is enacted until (but excluding) such date that is 90 days after the date on which such Foreclosure Moratorium Event was enacted;	[***]%;
(d) (ii) with respect to any Receivables owned by the Issuer on such date of determination that relate to a Mortgage Loan with respect to which a Foreclosure Moratorium Event has occurred, such date of determination is during the period from and including the date that is 90 days after the date on which such Foreclosure Moratorium Event was enacted until (but excluding) such date that is 90 days thereafter;	[***]%;
(d) (iii) with respect to any Receivables owned by the Issuer on such date of determination that relate to a Mortgage Loan with respect to which a Foreclosure Moratorium Event has occurred, such date of determination is during the period from and including the date that is 180 days after the date on which such Foreclosure Moratorium Event was enacted until (but excluding) such date as such moratorium or cessation ceases to be effective pursuant to a governmental order;	[***]%;
(e)(i) with respect to all Eligible Receivables in a Securitization Trust, the Delinquency Ratio with respect to such Securitization Trust exceeds 45% but is less than or equal to 50%;	[***]%;
(e)(ii) with respect to all Eligible Receivables in a Securitization Trust, the Delinquency Ratio with respect to such Securitization Trust exceeds 50% but is less than or equal to 55%;	[***]%;
(f)(i) with respect to all Eligible Receivables in all Securitization Trusts, the Rolling Three Month Reimbursement Percentage is less than 18% but greater than or equal to 17%.	[***]%;
(f)(ii) with respect to all Eligible Receivables in all Securitization Trusts, the Rolling Three Month Reimbursement Percentage is less than 17% but greater than or equal to 16%.	[***]%;
(f)(iii) with respect to all Eligible Receivables in all Securitization Trusts, the Rolling Three Month Reimbursement Percentage is less than 16% but greater than or equal to 15%.	[***]%;
(f)(iv) with respect to all Eligible Receivables in all Securitization Trusts, the Rolling Three Month Reimbursement Percentage is less than 15%.	[***]%;

(g)(i) with respect to all Eligible Receivables related to a Mortgage Loan which is 30 or more days Delinquent or REO property and any date of determination after September 26, 2012 and on or prior to December 26, 2012, the ratio of (i) the Net Property Value to (ii) the aggregate Receivables Balance of all Receivables relating to Delinquency Advances, Servicing Advances and Legacy Deferred Servicing Fees with respect to such Mortgage Loan or REO property is less than 1.5:1;	[***]%;
(g)(ii) with respect to all Eligible Receivables related to a Mortgage Loan which is 30 or more days Delinquent or REO property and any date of determination after December 26, 2012 and on or prior to March 26, 2013, the ratio of (i) the Net Property Value to (ii) the aggregate Receivables Balance of all Receivables relating to Delinquency Advances, Servicing Advances and Legacy Deferred Servicing Fees with respect to such Mortgage Loan or REO property is less than 1.5:1;	[***]%;
(g)(iii) with respect to all Eligible Receivables related to a Mortgage Loan which is 30 or more days Delinquent or REO property and any date of determination after March 26, 2013, the ratio of (i) the Net Property Value to (ii) the aggregate Receivables Balance of all Receivables relating to Delinquency Advances, Servicing Advances and Legacy Deferred Servicing Fees with respect to such Mortgage Loan or REO property is less than 1.5:1; and	[***]%;
(h) with respect to Aggregate Receivables related to outstanding Delinquency Advances related to Receivables related to a Securitization Trust, beginning one month after the Closing Date or the related Funding Date, as applicable, and on each Payment Date thereafter, a Lewtan Report has not been provided by the Issuer pursuant to the terms of Section 9.12 hereof.	[***]% (such Discount Factor Reduction Percentage shall be subject to increase in increments of [***]% for each additional one-month period that the Issuer fails to provide the related Lewtan Report to the Indenture Trustee)

“Discount Factor Reduction Percentage”: The percentage applicable upon the occurrence of a particular Discount Factor Reduction Event, which percentage is set forth opposite such Discount Factor Reduction Event in the table above under the definition of “Discount Factor Reduction Event”, and under the column titled “Discount Factor Reduction Percentage.”

“Early Amortization Event”: Immediately upon the sending of notice by the Agent to the Indenture Trustee and the Servicer of the occurrence of any of the following conditions or events:

(a)the occurrence of any Event of Default under this Indenture;

(b)the Servicer's status as an approved servicer of residential Mortgage Loans is terminated by Fannie Mae or Freddie Mac; provided, that, a termination of the Servicer's status as an approved servicer of residential mortgage loans by Fannie Mae or Freddie Mac due to the liquidation, dissolution, insolvency or receivership or the termination as a government sponsored enterprise of Fannie Mae or Freddie Mac, as applicable, shall not result in an Early Amortization Event under this clause (b);

(c)the Rolling Three Month Reimbursement Percentage measured monthly is less than 14% for two (2) consecutive months;

(d)the Verification Agent is terminated or resigns prior to the assumption of the Verification Agent's duties by a successor verification agent;

*** 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)the Seller sells Receivables to the Depositor and/or the Depositor sells and/or contributes Receivables to the Issuer that are in breach of any representation or warranty set forth in the Receivables Purchase Agreement and such Receivables are not repurchased in accordance with the terms and provisions of Section 6.02 of the Receivables Purchase Agreement;

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(f)the Seller fails to transfer any and all outstanding Receivables relating to Securitization Trusts (to the extent applicable Delinquency Advances and Servicing Advances are made) on each Funding Date (other than in the event the related Additional Note Balances are not purchased by the Noteholders pursuant to the terms of Section 2.01 of the Note Purchase Agreement);

(g)the sale by the Seller or the sale and/or contribution by the Depositor of Receivables relating to any Securitization Trust to any Person other than the Depositor or the Issuer, respectively, other than as permitted pursuant to the terms and provisions of the Transaction Documents;

(h)any of the ratings of Nationstar assigned by S&P are either withdrawn by S&P or downgraded by S&P below the category of “Average” with respect to its rating as a Residential Subprime Loan Servicer; or

(i)on any date of determination, (i)(A) Nationstar shall have given notice of resignation or termination under one or more Servicing Contracts and/or (B) with respect to any Subserviced Securitization Trusts, the related MSR Seller, as servicer, shall have given notice of resignation or termination or ceased to exist as a corporate entity under one or more Related Servicing Contracts; provided that the outstanding principal amount of all Receivables related to all such Servicing Contracts and Related Servicing Contracts with respect to which Nationstar or the related MSR Seller, as servicer, shall have given notice of resignation or termination shall constitute in the aggregate 10% or more of the aggregate outstanding principal amount of the Mortgage Loans under all of Servicing Contracts as of the date of such notice; or (ii) the occurrence of one or more Servicer Termination Events with respect to Nationstar as Servicer or the MSR Seller, as servicer, shall have occurred under one or more Servicing Contracts or Related Servicing Contracts, as applicable, that constitute in the aggregate 10% or more of the aggregate outstanding principal amount of the Mortgage Loans under all of Servicing Contracts as of such date; provided, however, that the occurrence of a Servicer Termination Event resulting solely from the failure of a Collateral Performance Test shall not result in an Early Amortization Event under this clause (i) unless and until a notice of termination is delivered to the Servicer or the applicable MSR Seller, as servicer, by an authorized Securitization Trustee or applicable servicing counterparty, as applicable; provided, further, that, with respect to clause (i)(B) or (ii) (as it relates to any Related Servicing Contract) above, in the event Nationstar shall become the successor servicer under any such servicing contract, then for so long as no other Early Amortization Event (including under this clause (i)) shall have occurred and be continuing, the occurrence and continuance of such Early Amortization Event shall cease to be of further effect;

(j)the Weighted Average Months to Liquidation exceeds 18 months;

(k)the Weighted Average Months Outstanding exceeds 18 months;

(l)the Weighted Average Foreclosure Timeline exceeds 15 months;

(m)as of the Business Day immediately preceding any Payment Date, the amount on deposit in the Reserve Account on such Business Day is less than the Required Reserve Amount as of the Payment Date immediately preceding such Payment Date;

(n)the Servicer utilizes funds on deposit in the related Collection Account to make a Pool-Level Advance at a time when any Pool-Level Advance previously made to the related Securitization Trust has not been fully reimbursed, unless such utilization is the result of inadvertence and is corrected within two (2) Business Days after the Servicer is notified of, or otherwise becomes aware of, such occurrences;

(o) the Collateral Coverage Requirement is not satisfied as of the close of business on any date and such failure is not remedied within two (2) Business Days of such date; provided, however, that if such failure results solely from Receivables no longer being Eligible Receivables due to a breach of a representation or warranty in the Receivables Purchase Agreement, such failure shall become an Early Amortization Event only upon the Seller not having repurchased such Receivables in accordance with the terms and provisions of Section 6.02 of the Receivables Purchase Agreement;

(p) the Servicer shall modify, in each case without the consent of the Agent, its procedures or methodology relating to (i) the reimbursement mechanics of Delinquency Advances or Servicing Advances; or (ii) the way in which it determines that a Delinquency Advance or Servicing Advance is a Nonrecoverable Advance and the extent to which it is no longer obligated to make any such Delinquency Advance or Servicing Advance under the related Servicing Contract, in any case, in a manner that is material and adverse to the Secured Parties;

(q) (A) a Change of Control shall have occurred without the consent of Agent (such consent not to be unreasonably withheld); (B) Nationstar shall cease to own 100% of the equity interest in the Depositor; or (C) the Depositor shall cease to own 100% of the Trust Certificates; or

(r) on any date of determination, the Servicer shall have failed to make a Delinquency Advance or Servicing Advance in accordance with the terms and provisions of the applicable Servicing Contract (after giving effect to all applicable grace periods).

“Eligible Account”: Either (i) an account maintained with a federal or state chartered depository institution or trust company, the short-term deposit or short-term unsecured debt obligations of which (or of such institution's parent holding company) are rated “A-1” or better by S&P, or, if no short term rating exists for such entity, the long-term deposit or long-term unsecured debt obligations of which (or of such institution's parent holding company) are rated “A+” or better by S&P, or (ii) a segregated trust account maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity, which, in the case of a state chartered depository institution or trust company is subject to regulations regarding fiduciary funds on deposit therein substantially similar to 12 CFR § 9.10(b), and which, in either case, has a combined capital and surplus of at least $75,000,000 and is subject to supervision or examination by federal or state authority. Eligible Accounts may bear interest.

“Eligible Receivable”: A Receivable which meets the following criteria; provided, however, that (A) following the occurrence of a Securitization Trust Termination Event under clause (a)(i), (a)(ii), (b) or (e) of the definition thereof with respect to the Securitization Trust related to such Receivable, such Receivable shall not be an Eligible Receivable, (B) following the occurrence of a Securitization Trust Termination Event under clause (a)(iii) of the definition thereof with respect to the Securitization Trust related to such Receivable, such Receivable shall not be an Eligible Receivable in the event that such Securitization Trust Termination Event is not cured in accordance with the terms and provisions of the related Servicing Contract, and (C) following the occurrence of a Securitization Trust Termination Event under clause (c), (d), (f) or (g) of the

definition thereof with respect to the Securitization Trust related to such Receivable, such Receivable shall not be an Eligible Receivable until such time as such Securitization Trust Termination Event is cured and no Securitization Trust Termination Event has occurred with respect to such Securitization Trust for three (3) consecutive Collection Periods following such cure:

(a)such Receivable satisfies the applicable representations and warranties set forth in Section 6.01 of the Receivables Purchase Agreement;

(b)other than with respect to Bottom of the Waterfall Advances or as otherwise agreed to by the Agent (in its sole and absolute discretion), if the Delinquency Advance or Servicing Advance related to such Receivable becomes a Nonrecoverable Advance after the date of conveyance thereof, the related Servicing Contract provides for the reimbursement of such Advance from the general collections of the Securitization Trust prior to any payments to related Securitization Trust certificateholders;

(c)on any date of determination, such Receivable is not an obligation of a Securitization Trust for which a Securitization Trust Termination Event or a Servicer Termination Event has occurred and is continuing;

(d)such Receivable is not a Forbearance Receivable;

(e)such Receivable is an obligation of a Securitization Trust for which the Servicing Contract requires reimbursement in full of all applicable Delinquency Advances, Servicing Advances and Legacy Deferred Servicing Fees in connection with any redemption of Securitization Trust certificates or termination of the Securitization Trust under such Servicing Contract prior to any payments to related Securitization Trust certificateholders;

(f)such Receivable does not relate to a Mortgage Loan with respect to which a Foreclosure Moratorium Event has occurred and, within 60 days of the occurrence of such Foreclosure Moratorium Event, such Foreclosure Moratorium Event shall continue to be in effect;

(g)if such Receivable is related to Bottom of the Waterfall Advances, such Bottom of the Waterfall Advance has not become a Nonrecoverable Advance;

(h)all Delinquency Advances and Servicing Advances related to such Receivable have been fully funded by the Servicer using its own funds and/or Amounts Held for Future Distribution (to the extent permitted under the related Servicing Contract and, with respect to any Subserviced Securitization Trust, any Related Servicing Contract) and/or funds made available therefor by the Issuer or the Noteholders or will be so funded on the related Funding Date;

(i)(1) other than with respect to a Legacy Deferred Servicing Fee, such Receivable has not been outstanding for more than 30 months; and (2) with respect to any Legacy Deferred Servicing Fee and any date of determination upon which the Agent determines the terms of this clause (i)(2), such Receivable has not been outstanding for the number of months so determined by the Agent;

(j)on any date of determination on or after September 26, 2012, if such Receivable relates to a Loan-Level Delinquency Advance or Servicing Advance with respect to a Mortgage Loan that is ninety (90) or more days Delinquent as of such date of determination, a Brokers Price Opinion shall have been completed; and

(k)such Receivable arises under and is outstanding under an Eligible Servicing Contract.

“Eligible Servicing Contract”: With respect to any Securitization Trust, a Servicing Contract that meets the following eligibility criteria:

(a) the Servicer is permitted to reimburse itself for Receivables from collections on the related Mortgage Loan, including from insurance proceeds and liquidation proceeds from the related Mortgage Loan prior to any distribution or payment of principal, interest, fees, expenses or other amounts to any holders of any securities backed by the related pool of Mortgage Loans, or any hedge or derivative termination fees, or to the related Servicing Counterparty or related trustee, custodian or credit enhancement provider;

(b) other than any Bottom of the Waterfall Advances or as otherwise agreed to by the Agent (in their sole and absolute discretion), if the related Delinquency Advance or Servicing Advance becomes a Nonrecoverable Advance or the related Legacy Deferred Servicing Fee is nonrecoverable after the related Funding Date, the related Servicing Contract provides for the reimbursement of such Delinquency Advance, Servicing Advance and Legacy Deferred Servicing Fee from the general collections of the Securitization Trust prior to any payments to related Securitization Trust certificateholders, and prior to payment of any party subrogated to the rights of the holders of such securities (such as a reimbursement right of a credit enhancer) or any hedge or derivative termination fees, or to any related Securitization Trust or any related Securitization Trustee, custodian, hedge counterparty or credit enhancer;

(c) not more than 5.00% of the aggregate outstanding principal amount of the Mortgage Loans serviced under such Servicing Contract are secured by second or more junior liens on the respective mortgaged properties;

(d) the Servicing Contract or, with respect to any Subserviced Securitization Trust, the Related Servicing Contract, does not require the Servicer to make Nonrecoverable Advances (as such term is defined in the Servicing Contracts);

(e) the Servicing Contract or, with respect to any Subserviced Securitization Trust, the Related Servicing Contract, provides that the Servicer may enter into an advance facility with any person which provides that such person may receive an assignment or pledge of the Servicer's rights to be reimbursed for Delinquency Advances and Servicing Advances under such Servicing Contract and all Delinquency Advances and Servicing Advances as to a mortgage loan are reimbursed on a First In First Out (“FIFO”) basis;

(f) the Servicing Contract or, with respect to any Subserviced Securitization Trust, the Related Servicing Contract, does not prohibit the modification of related Mortgage Loans that are in default or for which default is reasonably foreseeable, and, to the extent known to the Seller at the time of a material modification of a Mortgage Loan, all Delinquency Advances, Servicing Advances and Legacy Deferred Servicing Fees related to such Mortgage Loan are reimbursable in full upon such modification;

(g) the Servicing Contract or, with respect to any Subserviced Securitization Trust, the Related Servicing Contract does not prohibit the sale and/or contribution to the Issuer of the rights to reimbursement for the Delinquency Advances, Servicing Advances and Legacy Deferred Servicing Fees under the related Securitization Trust, and the assignment and Grant thereof to the Indenture Trustee, does not violate the terms of the related Servicing Contract, or with respect to any Subserviced Securitization Trust, the Related Servicing Contract or any other document or agreements to which the Seller is a party or to which its assets or properties are subject;

(h) the Servicing Contract or, with respect to any Subserviced Securitization Trust, the Related Servicing Contract is in full force and effect;

(i) the Servicing Contract or, with respect to any Subserviced Securitization Trust, the Related Servicing Contract arises under and is governed by the laws of the United States or a state within the United States;

(j) such Servicing Contract or, with respect to any Subserviced Securitization Trust, the Related Servicing Contract does not relate to a Securitization Trust sponsored or guaranteed by Fannie Mae, Freddie Mac or any other similar government-sponsored enterprise or as to which Fannie Mae, Freddie Mac or any other similar government-sponsored enterprise has the ability to exercise control over the servicing of the related Mortgage Loans or to elect not to reimburse or permit the reimbursement of Advances;

(k) as of any date of determination following July 2, 2012, to the extent required under such Servicing Contract or, with respect to any Subserviced Securitization Trust, the Related Servicing Contract, Servicer shall have received acknowledgment notices from the underlying trustee of each Securitization Trust acknowledging the receipt of notice therefrom, as applicable, of (i) the transfer of all Receivables to the Issuer, (ii) that the Indenture Trustee is an “Advancing Person” and (iii) that if there is an “Advance Facility” referenced in the applicable Servicing Contract related to any Securitization Trust or, with respect to any Subserviced Securitization Trust, the Related Servicing Contract, the Transaction Documents shall constitute the “Advance Facility” (as and to the extent such terms or terms of substantially similar import are used in such Servicing Contract or Related Servicing Contract, as applicable);

(l) if a Legacy Deferred Servicing Fee arises under such Servicing Contract or, with respect to any Subserviced Securitization Trust, the Related Servicing Contract, the Servicing Contract or Related Servicing Contract, as applicable provides that (i) such Legacy Deferred Servicing Fee is paid prior to payments on the related securities, (ii) such Legacy Deferred Servicing Fee may be transferred and assigned, (iii) payment of such Legacy Deferred Servicing Fee is not subject to any rights of set-off (or such rights have been waived), (iv) as of any date of determination following July 2, 2012, the related Securitization Trustee has acknowledged the assignment and pledge of such Legacy Deferred Servicing Fee and (v) payments in respect of such Legacy Deferred Servicing Fee are not commingled with any other funds of the Servicer;

(m) with respect to any Servicing Contract that does not relate to a Subserviced Securitization Trust, the Seller has delivered to the Agent the MSR Transfer Evidence with respect to such Servicing Contract; and

(n) with respect to any Servicing Contract that relates to a Subserviced Securitization Trust, (i) the Related Servicing Contract provides that the “Master Servicer” thereunder is a servicing counterparty authorized to replace or succeed the “Primary Servicer” following a termination thereof under such Related Servicing Contract and (ii) other than with respect to an Exempted Subserviced Securitization Trust, Nationstar is the “Master Servicer” under such Related Servicing Contract.

“Entitlement Order”: As defined in Section 8-102(a)(8) of the UCC.

“ERISA”: The Employee Retirement Income Security Act of 1974, as amended.

“Escrow Advance”: A Servicing Advance made by the Servicer pursuant to the terms and provisions of a Servicing Contract (which such Servicing Advance has not been repaid or reimbursed to the Seller) of tax and insurance escrow amounts required to be, but not, paid by a Mortgagor under the related Mortgage Loan, which is reported by the Servicer in the Monthly Servicer Report under the advance type heading “Escrow Advance”.

“Escrow Advance (Judicial States)”: All Escrow Advances related to Mortgage Loans for which the underlying property is located in a jurisdiction which provides for a judicial foreclosure process, as set forth in Schedule VI hereto.

“Escrow Advance (Non-Judicial States)”: All Escrow Advances related to Mortgage Loans for which the underlying property is located in a jurisdiction which provides for a non-judicial foreclosure process, as set forth in Schedule VI hereto.

“Event of Default”: As defined in Section 4.01 hereof.

“Excess Amount”: As of any date of determination, all amounts on deposit in the Reimbursement Account as of the close of business on the prior day minus the Expense Reserve as of such date.

“Exempted Subserviced Securitization Trust”: Each of HARBORVIEW 2007-2, LUMINENT 2006-6, LUMINENT 2006-5, MANA 2007-OAR3, BAYVIEW 2006-B, BAYVIEW 2006-D, SASCO 2002-9 and SASCO 2002-AL1.

“Expense Reserve”: As of any date, the amount required to make all of the payments specified in Section 2.10(c)(i) through (v) on the immediately succeeding Payment Date to the extent known on such date.

“Facility Fee”: As defined in the Fee Side Letter.

“Fannie Mae”: Fannie Mae, a body corporate organized and existing under the laws of the United States, or its successor in interest.

“FDIC”: Federal Deposit Insurance Corporation or any successor.

“Fee Side Letter”: That certain letter, identified as such, dated of even date herewith, entered into among the Issuer, the Seller, the Note Purchaser and the Agent.

“Final Payment Date”: The Payment Date on which the final payment on the Issuer Obligations is made hereunder by reason of all principal, interest and other amounts due and payable on such Issuer Obligations having been paid or the Collateral having been exhausted.

“Financial Asset”: As defined in Section 8-102(a)(9) of the UCC.

“Fitch”: Fitch, Inc., a nationally recognized statistical rating organization under the federal securities laws.

“Forbearance Agreement”:  With respect to each Mortgage Loan in the Securitization Trusts, if applicable, any related forbearance agreement or payment workout authorization agreement (or such other agreement of substantially similar import) effective between the related borrower and the Servicer or related mortgagee.

“Forbearance Receivable”: Any Receivable that relates to a Delinquency Advance or a Servicing Advance made on a Mortgage Loan with a Forbearance Agreement.

“Foreclosure Moratorium Event”: (i) Any applicable federal, state or local governmental authority has ordered a moratorium, cessation or suspension of foreclosure activity or (ii) the Servicer has voluntarily imposed a moratorium, cessation or suspension of foreclosure activity.

“Freddie Mac”: Freddie Mac, a body corporate organized and existing under the laws of the United States, or its successor in interest.

“Funding Account”: The segregated account, or accounts, each of which shall be an Eligible Account, established and maintained pursuant to Section 2.09 and entitled “Wells Fargo Bank, N.A., as Indenture Trustee in trust for the Noteholders of the Nationstar Advance Funding Trust 2012-W Servicer Advance Receivables Backed Notes, Series 2012-W, Funding Account.” The Funding Account may be a sub-account of the Reimbursement Account.

“Funding Conditions”: As defined in Section 7.02.

“Funding Date”: During the Funding Period, (i) other than July 8, 2012, the 8^th day of each calendar

month or, if such day is not a Business Day, the immediately succeeding Business Day, (ii) the 18^th day of each calendar month or, if such day is not a Business Day, the immediately preceding Business Day, (iii) the 26^th day of each calendar month or, if such day is not a Business Day, the immediately succeeding Business Day, and (iv) any other date (in addition to the foregoing) agreed to among the Agent, the Issuer and the Indenture Trustee.

“Funding Date Report”: As defined in Section 6.02(c).

“Funding Imbalance”: As defined in Section 7.03.

“Funding Interruption Event”: Any condition or event that with notice or the passage of time, or both, would constitute an Early Amortization Event.

“Funding Notice”: As defined in Section 2.01(c) of the Receivables Purchase Agreement.

“Funding Period”: The period beginning on the Initial Funding Date and ending upon the earliest to occur of (i) the Stated Maturity Date, (ii) the occurrence of an Early Amortization Event, (iii) the occurrence of an Event of Default or (iv) the Redemption Date relating to a Total Redemption.

“GAAP”: Such accounting principles as are generally accepted in the United States.

“GMAC Transactions:” Each of GPMF 2006-AR6, GPMF 2006-AR8, GPMF 2007-AR2, LXS 2006-10N, LXS 2006-12N, LXS 2006-18N, LXS 2006-4N, LXS 2006-GP1 and LXS 2006-GP2.

“Global Term Note”:  Any Term Note in global form with respect to which the ownership and transfers are made through book entries by the Depository, in substantially the form attached hereto as Exhibit A-II-1.

“Governmental Authority”: As defined in the Receivables Purchase Agreement.

“Grant”: To mortgage, pledge, bargain, sell, warrant, alienate, demise, convey, assign, transfer, create and grant a security interest in and right of setoff against, deposit, set over and confirm. A Grant of Collateral shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including without limitation the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other moneys and proceeds payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise, and generally to do and receive anything which the granting party is or may be entitled to do or receive thereunder or with respect thereto.

“Hedge Account”:  To the extent the Agent (on behalf of the Noteholders) enters into any Hedge Agreements pursuant to Section 2.20, the trust account or accounts created and maintained by the Indenture Trustee pursuant to Sections 2.09 and 2.20(c) which shall be entitled “Hedge Account, Wells Fargo Bank, N.A., as Indenture Trustee, in trust for the registered Noteholders of Nationstar Advance Funding Trust 2012-W Servicer Advance Receivables Backed Notes” and which must be an Eligible Account.

“Hedge Agreement”:  Any Cap Agreement or Swap Agreement, as applicable, approved by the Agent.

________________________________

*** 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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“Hedge Enforcement Party”: Initially, the Agent and to the extent the Hedge Provider and the Agent are Affiliates and at least one of the Term Notes shall be outstanding, the separate trustee, co-trustee or similar person appointed by the Indenture Trustee pursuant to Section 5.13 to enforce the provisions of the Hedge Agreement against the Hedge Provider.

“Hedge Payment Amount”:  With respect to any Payment Date, the aggregate amount deposited into the Hedge Account from any Hedge Agreements (other than any hedge termination payments), in the case of any Swap Agreement, net of all amounts then payable to the applicable Swap Provider by the Issuer.

“Hedge Payment Event”: On any date subsequent to the termination of the Funding Period, the remittance of funds by any Hedge Provider into the Hedge Account.

“Hedge Provider”: The Cap Provider or Swap Provider, as applicable, under any Hedge Agreement.

“Indemnified Parties”: As defined in Section 9.11(b) hereof.

“Indenture”: This instrument, including the schedules and exhibits hereto, as originally executed or as it may be supplemented or amended from time to time by one or more other indentures supplemental hereto entered into pursuant to the applicable provisions hereof.

“Indenture Trustee”: Wells Fargo Bank, N.A., a national banking association, in its capacity as indenture trustee under this Indenture, or its successor in interest, or any successor indenture trustee appointed as provided in this Indenture.

“Indenture Trustee Fee”: $[***], per year, payable in monthly installments of $[***], to the Indenture Trustee on each Payment Date for services rendered under this Indenture. To the extent there is more than one Payment Date in any given month, the Indenture Trustee Fee in such month shall include an additional $[***] for each such additional Payment Date.

“Independent”: When used with respect to any specified Person, any such Person who (i) is in fact independent of the Indenture Trustee, the Issuer, the Depositor, the Seller and any and all Affiliates thereof, (ii) does not have any direct financial interest in or any material indirect financial interest in any of the Indenture Trustee, the Issuer, the Depositor, the Seller or any Affiliate thereof, and (iii) is not connected with the Indenture Trustee, the Issuer, the Depositor, the Seller or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however, that a Person shall not fail to be Independent of the Indenture Trustee, the Issuer, the Depositor, the Seller or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any class of securities issued by the Indenture Trustee, the Issuer, the Depositor, the Seller or any Affiliate thereof, as the case may be. The Indenture Trustee may rely, in the performance of any duty hereunder, upon the statement of any Person contained in any certificate or opinion that such Person is Independent according to this definition.

*** 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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“Independent Manager”: Means (i) a natural person and (ii) a Person who (A) shall not have been at the time of such Person's appointment, and may not have been at any time during the preceding five (5) years and shall not be as long as such Person is an Independent Manager of the Depositor (1) a direct or indirect legal or beneficial owner in such entity or any of its Affiliates (excluding de minimus ownership interests), (2) a manager, member, officer, director, manager, partner, shareholder or employee of the Seller or any of its managers, members, partners, subsidiaries, shareholders or Affiliates other than the Depositor or any Affiliate of the Seller that is intended to be structured as a “bankruptcy remote” special purpose entity (collectively, the “Independent Parties”), (3) a supplier to any of the Independent Parties, (4) a person controlling or under common control with any directors, members, partners, shareholder or supplier of any of the Independent Parties or (5) a member of the immediate family of any director, member, partner, shareholder, officer, manager, employee or supplier of the Independent Parties, (B) has prior experience as an independent director or manager for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (C) has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; provided, that the indirect or beneficial ownership of stock of the Seller through a mutual fund or similar diversified investment vehicle with respect to which the owner does not have discretion or control over the investments held by such diversified investment vehicle shall not preclude such owner from being an Independent Manager.

“Initial Funding Date”: The first date upon which the Issuer requests a funding under the Note Purchase Agreement.

“Initial Note Balance”: The Collateral Value of the Initial Receivables transferred to the Issuer and Granted hereunder on the Initial Funding Date. The Initial Note Balance will be determined on the Initial Funding Date.

“Initial Receivables”: The Receivables sold by the Seller to the Depositor and sold and/or contributed by the Depositor to the Issuer on the Initial Funding Date pursuant to the Receivables Purchase Agreement and Granted by the Issuer to the Indenture Trustee to comprise part of the Trust Estate.

“Interest Coverage Amount”: On any date of determination, an amount equal to the sum of (i) the Term Note Interest Distributable Amount and (ii) the Variable Funding Note Interest Distributable Amount, which was due to the Term Noteholders and Variable Funding Noteholders, respectively, on such date, or if such date of determination is not a Payment Date, an amount equal to the sum of (i) the Term Note Interest Distributable Amount and (ii) the Variable Funding Note Interest Distributable Amount, which was due to the Term Noteholders and Variable Funding Noteholders, respectively, on the immediately preceding Payment Date.

“Interest Rate Adjustment Date”: For each Accrual Period, the second London Banking Day prior to the commencement of such Accrual Period.

“Interested Person”: As of any date of determination, Nationstar or any of its Affiliates.

“IRS”: The United States Internal Revenue Service.

“Issuer”: Nationstar Advance Funding Trust 2012-W, a Delaware statutory trust, or its successor in interest.

“Issuer Obligations”: All of the Issuer's obligations to pay all interest and principal of the Notes and all other obligations and liabilities of the Issuer arising under, or in connection with, the Transaction Documents, whether now existing or hereafter arising.

“Issuer Request” or “Issuer Order”: A written request or order signed in the name of the Issuer

“Legacy Deferred Servicing Fee”: The earned and unpaid servicing fees in the amounts set forth on Schedule VIII hereof and due and payable to the Servicer pursuant to the terms of the related Servicing Contract set forth on Schedule VIII hereof. Unless the context indicates otherwise, any reference to “reimbursement” of a Legacy Deferred Servicing Fee will be construed to mean payment of any Legacy Deferred Servicing Fee.

“Legacy Deferred Servicing Fee (Judicial States)”: All Legacy Deferred Servicing Fees related to Mortgage Loans for which the underlying property is located in a jurisdiction which provides for a judicial foreclosure process, as set forth in Schedule VI hereto.

“Legacy Deferred Servicing Fee (Non-Judicial States)”: All Legacy Deferred Servicing Fees related to Mortgage Loans for which the underlying property is located in a jurisdiction which provides for a non-judicial foreclosure process, as set forth in Schedule VI hereto.

“Lewtan Report”: The report to be furnished by the Administrator on behalf of the Issuer detailing the performance data and analytics including but not limited to aging, for Aggregate Receivables related to outstanding Delinquency Advances using the Lewtan ABS investor reporting system developed by Lewtan Technologies.

“LIBOR”: With respect to any Accrual Period, the rate per annum shown on the display designated as “LIBOR01” on the Reuters Money 3000 Service for a one-month period as of 11:00 A.M., London time, on the Interest Rate Adjustment Date in respect of such Accrual Period; provided, that in the event no such rate is shown, LIBOR shall be determined by reference to such other comparable available service for displaying Eurodollar rates as may be reasonably selected by the Agent; provided further, that in the event no such service is available, LIBOR shall be a rate per annum at which deposits in dollars are offered by the principal office of the Agent in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) on the Interest Rate Adjustment Date in respect of such Accrual Period for delivery on the first day of such Accrual Period and for a one-month period; provided further, however, that if, on any Interest Rate Adjustment Date, the Agent is unable to determine LIBOR in the manner provided above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous Interest Rate Adjustment Date.

“Lien”: Any mortgage, deed of trust, pledge, lien (statutory or otherwise), security interest, lease, easement, title defect, restriction, levy, execution, seizure, attachment, charge or other encumbrance or security or preferential arrangement of any nature, including, without limitation, any conditional sale or title retention arrangement, any capitalized lease and any assignment, deposit arrangement or financing lease intended as, or having the effect of, security.

“Loan-Level Delinquency Advance”: Any Delinquency Advance relating to a Securitization Trust listed on Schedule I-A or Schedule I-B hereto.

“Loan-Level Delinquency Advance (Judicial States)”: All Loan-Level Delinquency Advances related

to Mortgage Loans for which the underlying property is located in a jurisdiction which provides for a judicial foreclosure process, as set forth in Schedule VI hereto.

“Loan-Level Delinquency Advance (Non-Judicial States)”: All Loan-Level Delinquency Advances related to Mortgage Loans for which the underlying property is located in a jurisdiction which provides for a non-judicial foreclosure process, as set forth in Schedule VI hereto.

“Loan-Level Valuation Ratio”: With respect to any Mortgage Loan serviced by the Servicer under a Bottom of the Waterfall Securitization Trust which is ninety (90) days or more Delinquent, a ratio, the numerator of which is the Net Property Value related to such Mortgage Loan, and the denominator of which is the aggregate Receivables Balance related to Servicing Advances and Legacy Deferred Servicing Fees related to such Mortgage Loan.

“London Banking Day”: Any day on which commercial banks and foreign exchange markets settle payments in both London and New York City.

“Majority Noteholders”: As of any date of determination, Noteholders evidencing collectively more than 50% of the sum of (i) the aggregate Commitments set forth in the Note Purchase Agreement (in the case of the Variable Funding Notes) on such date of determination plus (ii) the Term Note Principal Balance of the Outstanding Term Notes on such date of determination.

“Maturity Date”: The date as of which the principal of and interest on the Notes has become due and payable as herein provided, whether at the Stated Maturity Date, by acceleration or otherwise.

“Maximum Note Balance”: As of any date of determination, the sum of the Variable Funding Note Maximum Balance on such date of determination plus the Term Note Principal Balance on such date of determination.

“Monthly Payment”: As such term (or term of substantially similar import howsoever denominated or defined) is defined in the Servicing Contracts.

“Monthly Servicer Report”: As defined in Section 6.02(a).

“Moody's”: Moody's Investors Service, Inc., or any successor thereto.

“Mortgage Loans”: As such term (or term of substantially similar import howsoever denominated or defined) is defined in the Servicing Contracts.

“Mortgagor”: As such term (or term of substantially similar import howsoever denominated or defined) is defined in the Servicing Contracts.

“MSR Sellers”: Aurora Bank FSB and Aurora Loan Services LLC.

“MSR Transfer Evidence”: With respect to each Servicing Contract, evidence reasonably satisfactory to the Agent that (i) all conditions to transfer servicing with respect thereto to the Seller set forth in such Servicing Contract, if any, have been satisfied, and (ii) the mortgage loan servicing rights relating to the Mortgage Loans held by the related Securitization Trust have been properly transferred from the applicable MSR Seller to Seller under the Asset Purchase Agreement, which in each case shall include, but not be limited to, (A) copies of all acknowledgments and consents from each related Servicing Counterparty and unqualified rating agency confirmations, in each case, to the extent required under such Servicing Contract, (B) copies of each notice, if any, regarding the transfer of servicing from the applicable MSR Seller to Seller required

under such Servicing Contract to be delivered to a Servicing Counterparty, (C) executed copies of the assignment and assumption agreement, bill of sale and any other documentation required under the Asset Purchase Agreement to effect such servicing rights transfer from the applicable MSR Seller to Seller which provides, among other things,that (1) the MSR Sellers agree to remit to Nationstar, within two (2) Business Days of receipt thereof, any collections and reimbursements of Delinquency Advances and Servicing Advances it receives, without set-off, in accordance with the terms and provisions of the related Subservicing Agreement, (2) the MSR Sellers agree to reasonably cooperate with Nationstar to obtain reimbursement of Delinquency Advances and Servicing Advances including, if either of the MSR Sellers, as servicers, or Nationstar, as subservicer, is terminated, by seeking immediate reimbursement therefor from the successor servicer or, failing that, on a first-in-first-out basis, and (3) the MSR Sellers sell and assign to Nationstar all right to reimbursement for Delinquency Advances and Servicing Advances made by Nationstar, as subservicer and agent of the MSR Sellers, under the related Subservicing Agreement to the extent the same shall be deemed to be Receivables of the MSR Sellers and (D) all other items set forth on Schedule X hereto with respect to a Securitization Trust.

“Nationstar”: Nationstar Mortgage LLC, a Delaware limited liability company.

“Net Property Value”: With respect an underlying residential property subject to a Mortgage Loan or an REO property, an amount equal to the product of (i) the most recent Reconciled Market Value for such property and (ii) 95%.

“Nonrecoverable Advance”: Any Delinquency Advance or Servicing Advance made in respect of a Mortgage Loan or REO property that, determined in accordance with the related Servicing Contract, will not be ultimately recoverable from late collections, insurance proceeds, liquidation proceeds or condemnation proceeds on such Mortgage Loan or REO property, or as such term (or term of substantially similar import howsoever denominated or defined) is defined in the relevant Servicing Contract.

“Note”:  Any of the Issuer's Variable Funding Notes or Term Notes, executed, authenticated and delivered hereunder, and/or any applicable supplement.

“Note Payment Account”: The trust account or accounts created and maintained by the Indenture Trustee pursuant to Section 2.09 which shall be entitled “Wells Fargo Bank, N.A., as Indenture Trustee, in trust for the registered Noteholders of Nationstar Advance Funding Trust 2012-W Servicer Advance Receivables Backed Notes, Series 2012-W, Note Payment Account” and which must be an Eligible Account.

“Note Principal Balance”: With respect to the Notes, as of any date of determination, the sum of the Variable Funding Note Principal Balance on such date of determination and the Term Note Principal Balance on such date of determination.

“Note Purchase Agreement”: The Note Purchase Agreement, dated as of June 26, 2012, among the Issuer, the Note Purchaser and the Agent.

“Note Purchaser”: The Person party to the Note Purchase Agreement, identified as a “Purchaser” as defined thereunder.

“Note Redemption Amount”: With respect to any Clean-up Call Date or Redemption Date related to a Total Redemption, an amount, without duplication, equal to the sum of (i) the then outstanding Note Principal Balance of the Notes, plus the aggregate accrued but unpaid Variable Funding Note Interest Distributable Amount, Variable Funding Note Additional Interest Distributable Amount, Variable Funding Note Default Interest Distributable Amount, Term Note Interest Distributable Amount, Term Note Additional

Interest Distributable Amount and Term Note Default Interest Distributable Amount as of the related Redemption Date or Clean-up Call Date, as applicable, (ii) the aggregate of any accrued but unpaid Variable Funding Note Interest Carryover Shortfall, Variable Funding Note Additional Interest Carryover Shortfall, Variable Funding Note Default Interest Carryover Shortfall, Term Note Interest Carryover Shortfall, Term Note Additional Interest Carryover Shortfall and Term Note Default Interest Carryover Shortfall as of the related Redemption Date or Clean-up Call Date, as applicable, (iii) any payments due to the applicable Swap Provider under any Swap Agreement (including any termination payments), and (iv) any fees, indemnities and expenses due and unpaid, including, but not limited to, any accrued and unpaid Cumulative Facility Fee Payment Amounts on such Redemption Date or Clean-up Call Date, as applicable.

With respect to any Redemption Date and a Partial Redemption, an amount, without duplication, equal to the sum of (i) the Term Note Collateral Value plus the Variable Funding Note Collateral Value of the Receivables relating to the Securitization Trusts identified on the related Redemption Notice, (ii) the product of (a) the Applicable Redemption Percentage and (b) the sum of (1) the aggregate accrued but unpaid Variable Funding Note Interest Distributable Amount, Variable Funding Note Additional Interest Distributable Amount, Variable Funding Note Default Interest Distributable Amount, Term Note Interest Distributable Amount, Term Note Additional Interest Distributable Amount and Term Note Default Interest Distributable Amount as of the related Redemption Date, (2) the aggregate of any accrued but unpaid Variable Funding Note Interest Carryover Shortfall, Variable Funding Note Additional Interest Carryover Shortfall, Variable Funding Note Default Interest Carryover Shortfall, Term Note Interest Carryover Shortfall, Term Note Additional Interest Carryover Shortfall and Term Note Default Interest Carryover Shortfall as of the related Redemption Date, and (3) any fees, indemnities and expenses related to such Redemption Date, and (iii) any termination payments required to be made in connection with a corresponding reduction in the notional balance of the Swap Agreements.

“Note Register”: As defined in Section 2.05(a) hereof.

“Note Registrar”: As defined in Section 2.05(a) hereof.

“Noteholder” or “Holder”: With respect to any Note, the Person in whose name such Note is registered on the Note Register maintained pursuant to Section 2.05 hereof or, for purposes of voting and determinations hereunder, as long as such Note is in global form, a beneficial owner thereof. In the case of any Global Term Notes, all references herein to “Holders” or “Noteholders” shall reflect the rights of the beneficial owners thereof as they may indirectly exercise such rights through the Depository and the Agent Members, except as otherwise specified herein; provided, however, that the parties hereto shall be required to recognize as a “Noteholder” or “Holder” only the Person in whose name a Note is registered in the Note Register as of the related Record Date.

“Officer's Certificate”: A certificate signed by any Authorized Officer of the Issuer or a Responsible Officer of the Indenture Trustee, as the case may be, or, with respect to Sections 8.01, 8.02, 9.08 and 11.02, a Responsible Officer of the Administrator.

“Opinion of Counsel”: A written opinion of counsel, who shall be selected by the Person required to provide such Opinion of Counsel (and reasonably acceptable to the Indenture Trustee). The cost of obtaining such opinion shall be borne by the Person required to provide such Opinion of Counsel.

“Option Notice”: As defined in Section 2.19 hereof.

“Option Purchase Date”: As defined in Section 2.19 hereof.

“OTS”: Office of Thrift Supervision or any successor thereto.

“Outstanding”: When used with respect to Notes, means, as of any date of determination, any Note theretofore authenticated and delivered under this Indenture, except:

(i)Notes theretofore canceled by the Note Registrar or delivered to the Note Registrar for cancellation (other than any Note as to which any amount that has become due and payable in respect thereof has not been paid in full); and

(ii)Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Note Registrar proof satisfactory to it that such Notes are held by a bona fide purchaser in whose hands such Notes are valid obligations of the Issuer;

provided, however, that in determining whether the Holders of the requisite aggregate Note Principal Balance of Outstanding Notes have given any request, demand, authorization, vote, direction, notice, consent or waiver hereunder, Notes owned by an Interested Person shall be disregarded and deemed not to be Outstanding (unless any such Person or Persons owns all the Notes), except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, vote, direction, notice, consent or waiver, only Notes which the Note Registrar knows to be so owned shall be so disregarded. Notes owned by an Interested Person which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Note Registrar in its sole discretion the pledgee's right to act with respect to such Notes and that the pledgee is not an Interested Person.

“Ownership Interest”: As to any Note, any ownership or security interest in such Note as held by the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.

“Owner Trustee”: Wilmington Trust, National Association and its successors and assigns, acting not in its individual capacity, but solely as owner trustee under the Trust Agreement.

“Partial Redemption”: As defined in Section 2.16(a).

“Payment Date”: The 27th day of each calendar month, or, if such 27th day is not a Business Day, the next succeeding Business Day, commencing in July 2012, or, with respect to a Total Redemption or a Clean-up Call Option, the applicable Redemption Date or the Clean-up Call Date, as applicable.

“Payment Date Report”: As defined in Section 6.02(b).

“Percentage Interest”: With respect to any Note and as of any date of determination, the percentage equal to a fraction, the numerator of which is the principal balance of such Note as of such date of determination and the denominator of which is the Note Principal Balance.

“Permitted Holders”: Fortress Investment Group LLC and any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, Fortress Investment Group LLC. For purposes of this definition, 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.

“Permitted Investments”: Any one or more of the following obligations and securities:

(i) direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States Treasury or units of money market funds which invest solely in direct obligations of and repurchase agreements backed by direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States Treasury; provided, however; any such repurchase agreement backed by direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States Treasury shall not have a stated maturity greater than 30 days;

(ii)repurchase agreements on obligations specified in clause (i) maturing not more than thirty days from the date of acquisition thereof; provided,that the short-term unsecured debt obligations of the party agreeing to repurchase such obligations are at the time rated by each of Moody's and S&P in the following rating categories for unsecured short-term debt: “A-1+” or “A-1” for S&P and “P-1” for Moody's;

(iii)certificates of deposit, time deposits and bankers' acceptances of any U.S. depository institution or trust company incorporated under the laws of the United States or any state thereof and subject to supervision and examination by a federal and/or state banking authority of the United States; provided,that at the date of acquisition thereof, such depository institution or trust company is rated by each of Moody's and S&P in the following rating categories for unsecured short-term debt: “A-1+” or “A-1” for S&P and “P-1” for Moody's or, with respect to the Indenture Trustee or any Affiliate thereof, the unsecured short-term debt obligations of the Indenture Trustee or any Affiliate thereof at the date of acquisition thereof satisfy the requirements of an Eligible Account; and

(iv)additional obligations and/or securities which are approved in writing by the Agent in its sole and absolute discretion and which may, at any time after being approved by the Agent, subsequently be determined to be ineligible by the Agent, in its sole and absolute discretion;

provided, that each of the foregoing investments shall mature no later than the Business Day prior to the Payment Date immediately following the date of purchase thereof (other than in the case of the investment of moneys in instruments of which the Indenture Trustee is the obligor, which may mature on the related Payment Date), and shall be required to be held to such maturity; and provided further, that each of the Permitted Investments may be purchased and/or managed by the Indenture Trustee through an Affiliate of the Indenture Trustee.

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*** 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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Permitted Investments are only those which are acquired by the Indenture Trustee in its name and in its capacity as Indenture Trustee, and with respect to which (A) the Indenture Trustee has noted its interest therein on its books and records, and (B) the Indenture Trustee has purchased such investments for value without notice of any adverse claim thereto (and, if such investments are securities or other financial assets or interests therein, within the meaning of Section 8-102 of the UCC, without acting in collusion with a Securities Intermediary in violating such Securities Intermediary's obligations to entitlement holders in such assets, under Section 8-504 of the UCC, to maintain a sufficient quantity of such assets in favor of such entitlement holders), and (C) either (i) such investments are in the possession of the Indenture Trustee or (ii) such investments, (x) if certificated securities and in bearer form, have been delivered to the Indenture Trustee, or if in registered form, have been delivered to the Indenture Trustee and either registered by the issuer in the name of the Indenture Trustee or endorsed by effective endorsement to the Indenture Trustee or in blank; (y) if uncertificated securities, ownership of such securities has been registered in the name of the

Indenture Trustee on the books of the issuer thereof (or another person, other than a Securities Intermediary, either has become the registered owner of the uncertificated security on behalf of the Indenture Trustee or, having previously become the registered owner, acknowledges that it holds for the Indenture Trustee); or (z) if securities entitlements representing interests in securities or other financial assets (or interests therein) held by a Securities Intermediary, a Securities Intermediary indicates by book entry that a security or other financial asset has been credited to the Indenture Trustee's Securities Account with such Securities Intermediary. No instrument described hereunder may be purchased at a price greater than par, if such instrument may be prepaid or called at a price less than its purchase price prior to its stated maturity.

“Permitted Lien”: Any of the following:

(i) Liens for taxes, assessments, or similar charges, incurred in the ordinary course of business and which are not yet due and payable;

(ii) judgment Liens in respect of judgments against the Seller that have been stayed pending appeal; and

(iii)Any Lien arising pursuant to the terms and provisions of the Transaction Documents.

“Person”: Any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, or any federal, state, county or municipal government or any political subdivision thereof.

“Plan”: As defined in Section 2.05(c) hereof.

“Pool-Level Advance”: Any Delinquency Advance relating to a Securitization Trust listed on Schedule II hereto.

“Pool Factor Event”: On any date of determination, the occurrence of an event such that a Securitization Trust has a Pool Factor less than or equal to [***]%.

“Pool Factor”: On any date of determination, the outstanding unpaid principal balance of Mortgage Loans serviced by the Servicer in a Securitization Trust divided by the original unpaid principal balance of such Mortgage Loans in such Securitization Trust, expressed as a percentage.

“Post-ARD Additional Rate”: The Variable Funding Note Post-ARD Additional Rate or the Term Note Post-ARD Additional Rate, as applicable.

“Posted Collateral”: As such term (or term of substantially similar import howsoever denominated or defined) is defined in any Hedge Agreement.

“Posted Collateral Account”: As defined in Section 2.20(d) herein.

“Posted Collateral Custodian”: As defined in Section 2.20(d) herein.

“Proceeding”: Any suit in equity, action at law or other judicial or administrative proceeding.

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“P&I Borrowing Base Amount”:  With respect to any Eligible Receivable relating to a Delinquency Advance, an amount equal to the difference between (a) the related Receivables Balance and (b) the sum of

Amounts Held for Future Distribution borrowed by the Servicer with respect to such Delinquency Advance and not reimbursed to the related Securitization Trust. With respect to any Receivable that is not an Eligible Receivable, the P&I Borrowing Base Amount shall be $0.00.

“QIB”: A “qualified institutional buyer” as defined in Rule 144A under the 1933 Act.

“Rating Agency”: S&P or its successors in interest. If such rating agency or any related successor does not remain in existence, “Rating Agency” shall be deemed to refer to such other nationally recognized statistical rating organization or other comparable Person designated by the Issuer, and specific S&P ratings referenced herein shall be deemed to refer to the equivalent ratings of the party so designated. References herein to “applicable rating category” (other than any such references to “highest applicable rating category”) shall be deemed to refer to such applicable rating category of S&P without regard to any plus or minus or other comparable rating qualification.

“Receivable”: The right to reimbursement from a Securitization Trust for a Delinquency Advance or Servicing Advance not theretofore reimbursed, the right to payment from a Securitization Trust for a Legacy Deferred Servicing Fee not theretofore paid and all rights of the Servicer, as applicable, to enforce payment of such obligations under the related Servicing Contract. Unless the context indicates otherwise, any reference to “reimbursement” of a Legacy Deferred Servicing Fee will be construed to mean payment of any Legacy Deferred Servicing Fee.

“Receivable File”: With respect to each Receivable, collectively, the following documents:

(i)a copy of the related Servicing Contract and each amendment and modification thereto (unless previously provided in another Receivable File);

(ii)a copy of the electronic file setting forth the Monthly Servicer Reports listing the current Receivables Balance Granted to the Indenture Trustee to comprise part of the Trust Estate; and

(iii)a copy of the electronic file containing the related Funding Date Report.

“Receivables Balance”: As of any date of determination and with respect to a Receivable, the outstanding unreimbursed amount of such Receivable.

“Receivables Purchase Agreement”: The Receivables Purchase Agreement, dated of June 26, 2012, among the Seller, the Depositor and the Issuer.

“Reconciled Market Value”: With respect to any date of determination and an underlying residential property subject to a Mortgage Loan or an REO property, the value of such property as reflected on the Servicer's system of record.

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*** 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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“Record Date”: (i) With respect to any Payment Date and any Variable Funding Note or Certificated Term Note, the last Business Day of the month immediately preceding the month in which such Payment Date occurs and (ii) with respect to any Payment Date and any Global Term Note, the Business Day

immediately preceding the Payment Date.

“Redemption Date”: The date specified in the Redemption Notice as of which all or the applicable portion of the outstanding Note Principal Balance is redeemed in accordance with Section 2.16 of the Indenture.

“Redemption Notice”: As defined in Section 2.16 hereof.

“Redemption Option”: The right of the Issuer to redeem the Notes in accordance with Section 2.16 of the Indenture.

“Reference Rate”: The rate of interest publicly announced by Wells Fargo Bank, N.A., its successors or any other commercial bank designated by the Agent from time to time, in New York, New York from time to time as its prime rate or base rate. The prime rate or base rate is determined from time to time by such bank as a means of pricing loans to its borrowers and neither is tied to any external rate of interest or index nor necessarily reflects the lowest rate of interest actually charged by such bank to any particular class or category of customers. Each change in the Reference Rate shall be effective from and including the date such change is publicly announced as being effective.

“Reimbursement Account”: The account or accounts created and maintained pursuant to Section 2.09, which shall be entitled “Wells Fargo Bank, N.A., as Indenture Trustee, in trust for registered Holders of Nationstar Advance Funding Trust 2012-W Servicer Advance Receivables Backed Notes, Series 2012-W, Reimbursement Account” and which must be an Eligible Account.

“Related Servicing Contract”: With respect to any Subserviced Securitization Trust, the pooling and servicing agreement, securitization servicing agreement, sale and servicing agreement, servicing agreement, transfer and servicing agreement, subservicing agreement, trust agreement, indenture and other agreement (howsoever denominated or defined) pursuant to which the related MSR Seller, as servicer, is servicing Mortgage Loans for and on behalf of such Subserviced Securitization Trust.

“Repurchase Price”: As defined in Section 6.02 of the Receivables Purchase Agreement.

“Required Noteholders”: Noteholders with 66 2/3% or more in aggregate of the sum of Commitments set forth in the Note Purchase Agreement (in the case of the Variable Funding Notes) plus the Term Note Principal Balance.

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*** 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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“Required Reserve Amount”: On any date of determination, an amount equal to [***]% of the Note Principal Balance (after giving effect to all payments of principal in respect of the Notes on such date or, if such date is not a Payment Date, on the immediately preceding Payment Date and Funding Dates).

“Reserve Account”: The segregated account or accounts, each of which shall be an Eligible Account, established and maintained pursuant to Section 2.09 and entitled, “Wells Fargo Bank, N.A., as Indenture Trustee in trust for the Noteholders of the Nationstar Advance Funding Trust 2012-W Servicer Advance Receivables Backed Notes, Series 2012-W, Reserve Account.”

“Responsible Officer”: With respect to the Indenture Trustee, any officer of the Indenture Trustee assigned to its corporate trust services group, including any vice president, assistant vice president, assistant treasurer or trust officer customarily performing functions with respect to corporate trust matters and, with respect to a particular corporate trust matter under this Indenture, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject, in each case, having direct responsibility for the administration of this Indenture.

“Rolling Three Month Reimbursement Percentage”: With respect to any date of determination, the percentage equivalent of a fraction, (i) the numerator of which is the aggregate Advance Reimbursement Amounts deposited to the Reimbursement Account during the prior three related Collection Periods related solely to the Servicing Advances, Legacy Deferred Servicing Fees and Loan-Level Delinquency Advances referenced in clause (ii) below and (ii) the denominator for which is the aggregate Receivables Balance with respect to Servicing Advances, Legacy Deferred Servicing Fees and Loan-Level Delinquency Advances outstanding as of the beginning of the first Collection Period specified in clause (i) above.

“Rule 144A”: Rule 144A under the 1933 Act.

“S&P”: Standard & Poor's Rating Services, a Division of The McGraw-Hill Companies, Inc.

“Schedule of Additional Receivables”: An electronic file, maintained by the Indenture Trustee, listing by loan number and indicating the amount of advance, applicable Securitization Trust and Advance Category, all the Additional Receivables sold and/or contributed to the Issuer under the Receivables Purchase Agreement and Granted to the Indenture Trustee since the most recent previously delivered such schedule, as set forth on Schedule V hereto, as updated from time to time to list Additional Receivables Granted to the Indenture Trustee and deducting any amounts paid against the Receivables as of such date.

“Schedule of Initial Receivables”: An electronic file listing by loan number, amount of advance, applicable Securitization Trust and Advance Category, all the Initial Receivables sold and/or contributed to the Issuer under the Receivables Purchase Agreement and Granted to the Indenture Trustee on the Initial Funding Date, as set forth on Schedule IV hereto.

“Secured Parties”: The Noteholders, the Agent, any Swap Provider, the Indemnified Parties and the Indenture Trustee.

“Securities Intermediary”: Shall have the meaning given such term in Section 8-102(a)(14) of the UCC, and where appropriate, shall have the meaning set forth in Section 2.17(a) hereof.

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*** 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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“Securitization Trust”: Each real estate mortgage investment conduit within the meaning of Section 860A-860G of the Code or other mortgage-backed securities issuance set forth on Schedule I through Schedule III hereto, as such schedules may be amended from time to time, and collectively referred to herein as the “Securitization Trusts.”

“Securitization Trust Termination Event”: With respect to any Securitization Trust, any of the following conditions or events:

(l)the (i) giving or receiving of notice of resignation or termination as Servicer by

Nationstar with respect to such Securitization Trust by any Person authorized to deliver such notice pursuant to the applicable Servicing Contract (ii) receipt by the Servicer of notice of an event of default by the Servicer under any Servicing Contract with respect to such Securitization Trust that is not cured or waived within the time periods specified in the related Servicing Contract, or (iii) threatened termination of the Servicer by the related Securitization Trustee in writing related to any default by the Servicer under the related Servicing Contract existing for 45 or more days by the Servicer under the related Servicing Contract; provided, however, that any such termination related to a default resulting solely from the failure of a Collateral Performance Test shall not result in a Securitization Trust Termination Event under this clause (a)(iii) unless and until a notice of termination is delivered to the Servicer by any Person authorized to deliver such notice pursuant to the applicable Servicing Contract;

(m)(i) the unpaid Principal Balance of the related Mortgage Loans is less than $[***] (a “Low Balance Securitization Trust”) or (ii) the Securitization Trust contains fewer than [***] Mortgage Loans (a “Low Count Securitization Trust”; together, the Low Balance Securitization Trusts and Low Count Securitization Trusts, the “Low Threshold Securitization Trusts”); provided, that, notwithstanding the foregoing, to the extent the unpaid Principal Balance of and such Low Balance Securitization Trust is greater than $[***] or such Low Count Securitization Trust is greater than [***] Mortgage Loans, and such Low Balance Securitization Trust or Low Count Securitization Trust, when added to the aggregate number of (A) Low Balance Securitization Trusts with unpaid Principal Balances greater than $[***] and (B) Low Count Securitization Trusts with greater than [***] Mortgage Loans, causes the aggregate outstanding principal balance of the Mortgage Loans related to such Low Threshold Securitization Trusts to exceed 3% of the aggregate outstanding principal balance of the Mortgage Loans related to all Securitization Trusts, then there shall not occur a Servicer Termination Event with respect to such Low Threshold Securitization Trust;

(n)the Delinquency Ratio with respect to such Securitization Trust exceeds [***]%;

(o)the Advance Ratio exceeds [***]%;

(p)on any date of determination with respect to the Eligible Receivables in such Securitization Trust, the Rolling Three Month Reimbursement Percentage is less than [***]%; or

(g) (i) a Pool Factor Event has occurred and (ii) (A) the sum of (1) the aggregate Receivables Balance of all Receivables (not including any portion thereof relating to Delinquency Advances to the extent such Delinquency Advances were funded using Amounts Held for Future Distribution) with respect to such Securitization Trust and (2) the aggregate receivables balance of the Aggregate GMAC Receivables relating to such Securitization Trust, if applicable, when divided by (B) the Net Property Value of all Mortgaged Property serviced by the Servicer included in such Securitization Trust is greater than [***]%.

“Securitization Trustee”: Each trustee appointed under a Servicing Contract in connection with a Securitization Trust.

“Security Entitlement”: As defined in Section 8-102(a)(17) of the UCC.

“Seller”: Nationstar.

“Servicer”: Nationstar, in its capacity as successor servicer to the applicable MSR Seller or master servicer or subservicer of the Mortgage Loans in the related the Securitization Trust pursuant to the related Servicing Contract and any successor servicer appointed thereunder, as applicable.

“Servicer Termination Event”: Means (i) with respect to any Servicing Contract, the occurrence of any events or conditions, and the passage of any cure periods and giving to and receipt by the Servicer of

*** 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.

any required notices, as a result of which any Person has the present right to terminate the Servicer as Servicer under such Servicing Contract, which event has not been waived or (ii) with respect to any Related Servicing Contract, the occurrence of any events or conditions, and the passage of any cure period and giving to and receipt by the related MSR Seller, as servicer, of any required notices, as a result of which any Person has the present right to terminate such MSR Seller as servicer under such servicing contract, which event has not been waived.

“Servicing Advances”: As such term (or term of substantially similar import howsoever denominated or defined) is defined in the relevant Servicing Contracts (including but not limited to Corporate Advances and Escrow Advances) and are reported by the Servicer in the Monthly Servicer Report under the advance type headings “Servicing Advance”, “Corporate Advance”, “Escrow Advance” or a similar heading.

“Servicing Compensation”: Servicing Fees (other than any Legacy Deferred Servicing Fees), late payment charges, assumption fees, insufficient funds charges and ancillary income (other than prepayment charges) related to the Mortgage Loans payable to the Servicer under the related Servicing Contract.

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“Servicing Contract”: Each pooling and servicing agreement, securitization servicing agreement, sale and servicing agreement, servicing agreement, transfer and servicing agreement, subservicing agreement (including, but not limited to, the Subservicing Agreement), trust agreement, indenture and other agreement (howsoever denominated or defined) pursuant to which the Servicer is servicing Mortgage Loans for and on behalf of a Securitization Trust (including, but not limited to, any Subserviced Securitization Trust), each as may be amended, modified or supplemented from time to time, and collectively referred to herein as the “Servicing Contract”; provided, that, with respect to each Subserviced Securitization Trust, as the context requires, the term “Servicing Contract” shall be deemed to include both the Related Servicing Contract and the related Subservicing Agreement, as applicable.

“Servicing Counterparties”: Means any of the related issuing entities, Mortgage Loan owners or other parties to any Servicing Contract in respect of any Securitization Transaction.

“Servicing Fee”: As such term (or term of substantially similar import howsoever denominated or defined) is defined in the Servicing Contracts.

“Servicing Standards”: As defined in Section 9.04 of the Receivables Purchase Agreement.

“Skip Funding Date” As defined in Section 2.01 of the Receivables Purchase Agreement.

“Stated Maturity Date”: With respect to the Notes, the date that is twelve (12) months after the Initial Funding Date, as such date may be amended from time to time, as of which date the principal of and accrued but unpaid interest on the Notes shall become due and payable as herein provided.

“Subservicing Agreement”: With respect to each Subserviced Securitization Trust, either subservicing agreement among the MSR Sellers and the Servicer which provides, among other things, that: (i) each such applicable Subserviced Securitization Trust is subject to the terms and provisions of such Subservicing Agreement; (ii) Nationstar, as subservicer, shall be required to make both Delinquency Advances and Servicing Advances required under the Related Servicing Contract; (iii) Nationstar, as subservicer, shall be

entitled to reimburse itself for Delinquency Advances and Servicing Advances from all permitted sources under the Related Servicing Contract, including general collections; (iv) each MSR Seller agrees to remit to Nationstar, within two (2) Business Days of receipt thereof, any collections and reimbursements of Delinquency Advances and Servicing Advances it receives, without set-off; (v) the MSR Sellers agree to reasonably cooperate with Nationstar to obtain reimbursement of Delinquency Advances and Servicing Advances including, if either of the MSR Sellers, as servicers, or Nationstar, as subservicer, is terminated, by seeking immediate reimbursement therefor from the successor servicer or, failing that, on a first-in-first-out basis; (vi) the MSR Sellers sell and assign to Nationstar all right to reimbursement for Delinquency Advances and Servicing Advances made by Nationstar, as subservicer and agent of the MSR Sellers, to the extent the same shall be deemed to be Receivables of the MSR Sellers; and (vi) the MSR Sellers may only terminate Nationstar for cause after a reasonable cure period and may not terminate Nationstar without cause.

“Subserviced Securitization Trust Schedule”: The list of Subserviced Securitization Trusts attached hereto as Schedule IX or, after any revision to such schedule, the schedule maintained by the Indenture Trustee pursuant to Section 7.04 hereof.

“Subserviced Securitization Trusts”: The Securitization Trusts, with respect to which the Servicer is acting as subservicer pursuant to the Subservicing Agreement and that are listed on the Subserviced Securitization Trust Schedule, as such schedule may be amended, modified or supplemented from time to time in accordance with this Indenture.

“Successor Person”: As defined in Section 9.09(a)(i) herein.

“Swap Agreement”: Any interest rate swap agreement or agreements entered into from time to time, between the Swap Provider and the Hedge Enforcement Party, on behalf of the Issuer, including any schedule, confirmations, credit support annex or other credit support document relating thereto.

“Swap Provider”: The swap provider under any Swap Agreement and thereafter, any successors and assigns in such capacity that at least meet the requirements for a replacement swap provider as set forth under the applicable Swap Agreement and Section 2.20(b) hereof.

“Tangible Net Worth” shall mean, with respect to the Seller, an amount equal to (A) its Net Worth, minus (B) any of its Intangible Assets (including, without limitation, goodwill, capitalized financing costs and capitalized administration costs, but excluding any originated or purchased servicing rights or retained residual securities) and any and all advances to, investments in and receivables held from Affiliates, provided, however, that the non-cash effect (gain or loss) of 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.

“Tax Opinion”: An opinion of Independent counsel to the effect that (A) if any Notes are being issued or are deemed to be issued on the date of such Tax Opinion and such Notes are considered to be both issued and outstanding for U.S. federal income tax purposes, (i) the Issuer will not be subject to tax on its net income as (x) an association taxable as a corporation, (y) a publicly traded partnership taxable as a corporation or (z) a taxable mortgage pool taxable as a corporation, each for U.S. federal income tax purposes and (ii) the Notes being issued or deemed to be issued on such date that are considered to be both issued and outstanding for U.S. federal income tax purposes will be treated as debt for U.S. federal income tax purposes or (B) in all other cases, the Issuer will not become subject to U.S. federal income taxation on its net income.

“Term Note”:  The Issuer's Advance Receivables Backed Term Notes, Series 2012-W, that may be

executed, authenticated and delivered hereunder. As of the date hereof, no Term Notes have been issued and are Outstanding.

“Term Note Additional Interest Carryover Shortfall”: With respect to any Payment Date and the Term Notes, the excess of (i) the sum of (a) the Term Note Additional Interest Distributable Amount for the Term Notes for such Payment Date and (b) without duplication, any unpaid Term Note Additional Interest Carryover Shortfall for the Term Notes for any preceding Payment Date plus interest thereon accrued with respect to each Accrual Period since such preceding Payment Date to the current Payment Date at a rate equal to the Term Note Interest Rate for the Term Notes plus the Term Note Post-ARD Additional Rate for the Term Notes over (ii) the amount of such interest described in clause (i) above, if any, actually paid to the Term Noteholders on such Payment Date pursuant to Section 2.10(c)(viii)(E).

“Term Note Additional Interest Distributable Amount”: With respect to any Payment Date, the related Accrual Period and the Term Notes, an amount equal to the sum of the Daily Interest Amounts (Post-ARD) for the Term Notes for all days in the related Accrual Period.

“Term Note Collateral Value”: With respect to the Collateral and any Outstanding Term Notes as of any date, the sum of: (a) with respect to any Pool-Level Advance, the difference between (1) the product of (i) the P&I Borrowing Base Amount relating to such Pool-Level Advances and (ii) the applicable Term Note Discount Factor and (2) the related component of the Variable Funding Note Collateral Value; (b) with respect to any Loan-Level Delinquency Advance (Non-Judicial States), the difference between (1) the product of (i) the P&I Borrowing Base Amount relating to such Loan-Level Delinquency Advances and (ii) the applicable Term Note Discount Factor and (2) the related component of the Variable Funding Note Collateral Value; (c) with respect to any Loan-Level Delinquency Advance (Judicial States), the difference between (1) the product of (i) the P&I Borrowing Base Amount relating to such Loan-Level Delinquency Advances and (ii) the applicable Term Note Discount Factor and (2) the related component of the Variable Funding Note Collateral Value; (d) with respect to any Escrow Advances (Judicial States), the difference between (1) the product of (i) the Receivables Balance of the Eligible Receivables related to such Escrow Advances and (ii) the applicable Term Note Discount Factor and (2) the related component of the Variable Funding Note Collateral Value; (e) with respect to any Escrow Advances (Non-Judicial States), the difference between (1) the product of (i) the Receivables Balance of the Eligible Receivables related to such Escrow Advances and (ii) the applicable Term Note Discount Factor and (2) the related component of the Variable Funding Note Collateral Value; (f) with respect to any Corporate Advances (Judicial States), the difference between (1) the product of (i) the Receivables Balance of the Eligible Receivables related to such Corporate Advances and (ii) the applicable Term Note Discount Factor and (2) the related Variable Funding Note Collateral Value; (g) with respect to any Corporate Advances (Non-Judicial States), the difference between (1) the product of (i) the Receivables Balance of the Eligible Receivables related to such Corporate Advances and (ii) the applicable Term Note Discount Factor and (2) the related component of the Variable Funding Note Collateral Value; (h) with respect to any Legacy Deferred Servicing Fees (Judicial States), the difference between (1) the product of  (i) the Receivables Balance of the Eligible Receivables related to such Legacy Deferred Servicing Fees and (ii) the applicable Term Note Discount Factor and (2) the related component of the Variable Funding Note Collateral Value and (i) with respect to any Legacy Deferred Servicing Fees (Non-Judicial States), the difference between (1) the product of  (i) the Receivables Balance of the Eligible Receivables related to such Legacy Deferred Servicing Fees and (ii) the applicable Term Note Discount Factor and (2) the related component of the Variable Funding Note Collateral Value.

“Term Note Default Additional Rate”: With respect to the Term Notes and each Accrual Period during the occurrence and continuance of an Event of Default, the per annum rate agreed to upon issuance of the related Term Notes.

“Term Note Default Interest Carryover Shortfall”: With respect to any Payment Date and the Term Notes, the excess of (i) the sum of (a) the Term Note Default Interest Distributable Amount for the Term Notes for such Payment Date and (b) without duplication, any applicable unpaid Term Note Default Interest Carryover Shortfall for the Term Notes for any preceding Payment Date plus interest thereon accrued with respect to each Accrual Period since such preceding Payment Date to the current Payment Date at a rate equal to the Term Note Interest Rate for the Term Notes plus the Term Note Default Additional Rate for the Term Notes over (ii) the amount of such interest described in clause (i) above, if any, actually paid to the Term Noteholders on such Payment Date pursuant to Section 2.10(c)(viii)(E).

“Term Note Default Interest Distributable Amount”: With respect to any Payment Date, the related Accrual Period and the Term Notes, an amount equal to the sum of the Daily Interest Amounts (Post-EOD) for the Term Notes for all days in the related Accrual Period.

“Term Note Discount Factor”: With respect to any Receivables and the Term Notes, the advance rates agreed to upon the related date of issuance of such Term Notes; provided, however, that, if on any Funding Date a Discount Factor Reduction Event shall have occurred and be continuing with respect to the related Securitization Trust, each percentage set forth in this definition with respect to any such Receivables immediately above shall be decreased by an amount equal to the product of (A) the applicable Discount Factor Reduction Percentage and (B) the applicable Discount Factor Proportional Weighting Ratio.

“Term Note Initial Principal Balance”:  With respect to the Term Notes, the dollar value agreed to upon the date of issuance of such Term Notes.

“Term Note Interest Carryover Shortfall”: With respect to any Payment Date and the Term Notes, the excess of (i) the sum of (a) the Term Note Interest Distributable Amount for the Term Notes for such Payment Date and (b) without duplication, any unpaid Term Note Interest Carryover Shortfall for the Term Notes for any preceding Payment Date plus interest thereon accrued with respect to each Accrual Period since such preceding Payment Date to the current Payment Date at a rate equal to the sum of the Term Note Interest Rate for the Term Notes plus the Term Note Default Additional Rate for the Term Notes over (ii) the amount of such interest described in clause (i) above, if any, actually paid to the Term Noteholders on such Payment Date pursuant to Section 2.10(c)(v).

“Term Note Interest Distributable Amount”: With respect to any Payment Date, the related Accrual Period and the Term Notes, an amount equal to the sum of the Daily Interest Amounts for the Term Notes for all days in the related Accrual Period.

“Term Note Interest Rate”: With respect to the Term Notes, the per annum rate agreed to upon the related date of issuance of such Term Notes.

“Term Note Principal Balance”:  As of any date of determination, the Term Note Initial Principal Balance of the Term Notes less all amounts previously distributed in respect of principal of the Term Notes on or prior to such date.

“Term Note Post-ARD Additional Rate”: With respect to the Term Notes, the per annum rate agreed to upon the related date of issuance of such Term Notes.

“Term Noteholder”: The Person in whose names a Term Note is registered on the Note Register maintained pursuant to Section 2.05 hereof.

“Total Redemption”: As defined in Section 2.16(a).

“Transaction Documents”: This Indenture, the Receivables Purchase Agreement, the Note Purchase Agreement, the Trust Agreement, the Verification Agent Letter, the Notes, the Administration Agreement, any Hedge Agreements, and any other instrument, certificate or agreement relating to the transactions contemplated hereunder or thereunder, but not including the Servicing Contracts.

“Treasury Regulations”: Temporary, final or proposed regulations (to the extent that by reason of their proposed effective date such proposed regulations would apply to the Issuer) of the United States Department of the Treasury.

“Trust Agreement”: The Amended and Restated Trust Agreement dated June 26, 2012 by and among the Administrator, the Depositor and the Owner Trustee.

“Trust Certificate”: As defined in the Trust Agreement.

“Trust Estate”: As defined in the Granting Clause.

“Trustee Report”: As defined in Section 6.01(a) herein.

“UCC”: The Uniform Commercial Code as in effect in any applicable jurisdiction.

“UCC Financing Statement”: A financing statement in form sufficient for filing pursuant to the UCC, as in effect in the relevant jurisdiction.

“Variable Funding Note”:  The Issuer's Advance Receivables Backed Variable Funding Notes, Series 2012-W executed, authenticated and delivered hereunder. 

________________________________

*** 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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“Variable Funding Note Additional Interest Carryover Shortfall”: With respect to any Payment Date and the Variable Funding Notes, the excess of (i) the sum of (a) the Variable Funding Note Additional Interest Distributable Amount for such Payment Date and (b) without duplication, any unpaid Variable Funding Note Additional Interest Carryover Shortfall for any preceding Payment Date plus interest thereon accrued with respect to each Accrual Period since such preceding Payment Date to the current Payment Date at a rate equal to the sum of the Variable Funding Note Floating Rate plus the Variable Funding Note Post-ARD Additional Rate over (ii) the amount of such interest described in clause (i) above, if any, actually paid to the Variable Funding Noteholders on such Payment Date pursuant to Section 2.10(c)(viii)(D).

“Variable Funding Note Additional Interest Distributable Amount”: With respect to any Payment Date, the related Accrual Period and the Variable Funding Notes, an amount equal to the sum of the Daily Interest Amounts (Post-ARD) for the Variable Funding Notes and all days in the related Accrual Period.

“Variable Funding Note Collateral Value”: With respect to the Collateral that in each case is an Eligible Receivable, and the Variable Funding Notes as of any date, the sum of: (a) with respect to any Pool-Level Advance, the product of (i) the P&I Borrowing Base Amount relating to such Pool-Level Advances and (ii) the applicable Variable Funding Note Discount ________________________________

*** 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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Factor; (b) with respect to any Loan-Level Delinquency Advance (Non-Judicial States), the product of (i) the P&I Borrowing Base Amount relating to such Loan-Level Delinquency Advances and (ii) the applicable Variable Funding Note Discount Factor; (c) with respect to any Loan-Level Delinquency Advance (Judicial States), the product of (i) the P&I Borrowing Base Amount relating to such Loan-Level Delinquency Advances and (ii) the applicable Variable Funding Note Discount Factor; (d) with respect to any Escrow Advances (Judicial States), the product of (i) the Receivables Balance of the Eligible Receivables related to such Escrow Advances and (ii) the applicable Variable Funding Note Discount Factor; (e) with respect to any Escrow Advances (Non-Judicial States), the product of (i) the Receivables Balance of the Eligible Receivables related to such Escrow Advances and (ii) the applicable Variable Funding Note Discount Factor; (f) with respect to any Corporate Advances (Judicial States), the product of (i) the Receivables Balance of the Eligible Receivables related to such Corporate Advances and (ii) the applicable Variable Funding Note Discount Factor; (g) with respect to any Corporate Advances (Non-Judicial States), the product of (i) the Receivables Balance of the Eligible Receivables related to such Corporate Advances and (ii) the applicable Variable Funding Note Discount Factor; (h) with respect to any Legacy Deferred Servicing Fees (Judicial States), the product of (i) the Receivables Balance of the Eligible Receivables related to such Legacy Deferred Servicing Fees and (ii) the applicable Variable Funding Note Discount Factor and (i) with respect to any Legacy Deferred Servicing Fees (Non-Judicial States), the product of (i) the Receivables Balance of the Eligible Receivables related to such Legacy Deferred Servicing Fees and (ii) the applicable Variable Funding Note Discount Factor.

For purposes of determining the Variable Funding Note Collateral Value of a Receivable, a Receivable shall be deemed unreimbursed until the cash reimbursement thereof is deposited into the Reimbursement Account.

Notwithstanding any provisions to the contrary herein, the “Variable Funding Note Collateral Value” shall be $0.00 in respect of any Receivable that:

(i) is not an Eligible Receivable; or

(ii) the Receivables Balance of such Receivable:

(a)when added to the Receivables Balance of the Aggregate Receivables, causes the aggregate Receivables Balance of all Receivables related to any Securitization Trust to exceed [***]% of the aggregate Receivables Balance of the Aggregate Receivables;

(b)when added to the Receivables Balance of the Aggregate Receivables, causes the aggregate Receivables Balance of all Receivables with respect to Loan-Level Delinquency Advances, Servicing Advances and Legacy Deferred Servicing Fees that relate to Mortgage Loans secured by second or more junior liens on the respective mortgaged properties to exceed [***]% of the aggregate outstanding principal amount of all Receivables with respect to Loan-Level Delinquency Advances, Servicing Advances and Legacy Deferred Servicing Fees;

(c)to the extent such Receivable is related to a Bottom of the Waterfall Advance with respect to a Mortgage Loan which is 90 or more days Delinquent, when added to the aggregate Receivables Balance of all Receivables relating to Bottom of the Waterfall Advances with respect to such Mortgage Loan, causes the Loan-Level Valuation Ratio related to such Mortgage Loan to be less than [***];

(d)when added to the aggregate Receivables Balance of the Aggregate Receivables,

causes the aggregate Receivables Balance of all Receivables relating to Bottom of the Waterfall Advances to exceed [***]% of the aggregate Receivables Balance of the Aggregate Receivables;

(e)when added to the Receivables Balance of the Aggregate Receivables, causes the aggregate Receivables Balance of all Receivables relating to Servicing Advances to equal or exceed [***]% of the aggregate Receivables Balance of the Aggregate Receivables;

(f) when added to the Receivables Balance of the Aggregate Receivables, causes the aggregate Receivables Balance of all Receivables relating to the same Securitization Trust to exceed: (i) [***]% of the aggregate outstanding principal balance of all Mortgage Loans included in such Securitization Trust if such date of determination is before the date which is five (5) months after the Closing Date; (ii) [***]% of the aggregate outstanding principal balance of all Mortgage Loans included in such Securitization Trust if such date of determination is on or after the date which is five (5) months after the Closing Date; (iii) [***]% of the aggregate outstanding principal balance of all Mortgage Loans included in such Securitization Trust that are 30 days or less Delinquent if such date of determination is before the date which is five (5) months after the Closing Date; or (iv) [***]% of the aggregate outstanding principal balance of all Mortgage Loans included in such Securitization Trust that are 30 days or less Delinquent if such date of determination is on or after the date which is five (5) months after the Closing Date; or

(g) to the extent such Receivable has not been outstanding for thirty (30) months or more, when added to the Receivables Balance of the Aggregate Receivables, causes the aggregate Receivables Balance of all Receivables in a Securitization Trust that have been outstanding for more than eighteen (18) months to exceed: (i) [***]% of the aggregate outstanding principal amount of all Receivables included in such Securitization Trust if such date of determination is before the date which is seven (7) months after the Closing Date; or (ii) [***]% of the aggregate Receivables Balance of all Receivables included in such Securitization Trust if such date of determination is on or after the date which is seven (7) months after the Closing Date.

“Variable Funding Note Default Additional Rate”: With respect to the Variable Funding Notes and each Accrual Period during the occurrence and continuance of an Event of Default, the per annum rate equal to [***]%.

“Variable Funding Note Default Interest Carryover Shortfall”: With respect to any Payment Date and the Variable Funding Notes, the excess of (i) the sum of (a) the Variable Funding Note Default Interest Distributable Amount for such Payment Date and (b) without duplication, any unpaid Variable Funding Note Default Interest Carryover Shortfall for any preceding Payment Date plus interest thereon accrued with respect to each Accrual Period since such preceding Payment Date to the current Payment Date at a rate equal to the sum of the Variable Funding Note Floating Rate plus the Variable Funding Note Default Additional Rate over (ii) the amount of such interest described in clause (i) above, if any, actually paid to the Variable Funding Noteholders on such Payment Date pursuant to pursuant to Section 2.10(c)(viii)(D).

“Variable Funding Note Default Interest Distributable Amount”: With respect to any Payment Date, the related Accrual Period and the Variable Funding Notes, an amount equal to the sum of the Daily Interest Amounts (Post-EOD) for the Variable Funding Notes and all days in the related Accrual Period.

“Variable Funding Note Discount Factor”: With respect to any Receivables, (A) with respect to Pool-Level Advances, [***]%, (B) with respect to Loan-Level Delinquency Advances (Non-Judicial States),

*** 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.

[***]%, (C) with respect to Loan-Level Delinquency Advances (Judicial States), [***]%, (D) with respect to Escrow Advances (Non-Judicial States), [***]%, (E) with respect to Escrow Advances (Judicial States), [***]%, (F) with respect to Corporate Advances (Non-Judicial States), [***]%, (G) with respect to Corporate Advances (Judicial States), [***]%, (H) with respect to Legacy Deferred Servicing Fees (Judicial States), [***]% and (I) with respect to Legacy Deferred Servicing Fees (Non-Judicial States), [***]%; provided, however, that, if on any Funding Date a Discount Factor Reduction Event shall have occurred and be continuing with respect to the related Securitization Trust, each percentage set forth in this definition with respect to any such Receivables immediately above shall be decreased by an amount equal to the product of (A) the applicable Discount Factor Reduction Percentage and (B) the applicable Discount Factor Proportional Weighting Ratio.

“Variable Funding Note Floating Rate”: With respect to each Accrual Period and the Variable Funding Notes, the per annum rate equal to the sum of (a) LIBOR for such Accrual Period, and (b) the Variable Funding Note Margin Rate.

“Variable Funding Note Interest Carryover Shortfall”: With respect to any Payment Date and the Variable Funding Notes, the excess of (i) the sum of (a) the Variable Funding Note Interest Distributable Amount for such Payment Date and (b) without duplication, any unpaid Variable Funding Note Interest Carryover Shortfall for any preceding Payment Date plus interest thereon accrued with respect to each Accrual Period since such preceding Payment Date to the current Payment Date at a rate equal to the sum of the Variable Funding Note Floating Rate plus the Variable Funding Note Default Additional Rate over (ii) the amount of such interest described in clause (i) above, if any, actually paid to the Variable Funding Noteholders on such Payment Date pursuant to pursuant to Section 2.10(c)(iv).

“Variable Funding Note Interest Distributable Amount”: With respect to any Payment Date, the related Accrual Period and the Variable Funding Notes, an amount equal to the sum of the Daily Interest Amounts for the Variable Funding Notes and all days in the related Accrual Period.

“Variable Funding Note Margin Rate”: [***]%.

“Variable Funding Note Maximum Balance”: $450,000,000.

“Variable Funding Note Post-ARD Additional Rate”: With respect to the Variable Funding Notes and any date of determination during the occurrence and continuance of an Early Amortization Event (other than under clause (a) of the definition thereof), the following per annum rates: (i) for the period beginning on the first day after the termination of the Funding Period and ending three (3) months thereafter, the rate equal to the product of (a) 0.25 and (b) the applicable Variable Funding Note Margin Rate; (ii) for the period beginning at the end of the previous three (3) month period set forth in clause (i) of this definition and ending three (3) months thereafter, the rate equal to the product of (a) 0.50 and (b) the applicable Variable Funding Note Margin Rate; and (iii) after the period set forth in clause (ii) of this definition, the rate equal to 3.00% per annum.

“Variable Funding Note Principal Balance”:  With respect to the Variable Funding Notes, as of any date of determination, (A) the sum of (i) the balance of the Variable Funding Note as of the Closing 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.

and (ii) all Additional Note Balances purchased on or prior to such date pursuant to the Note Purchase Agreement minus (B) all amounts previously distributed in respect of principal of the Variable Funding Notes on or prior to such date.

“Variable Funding Noteholder”: The Person in whose name any Variable Funding Note is registered on the Note Register maintained pursuant to Section 2.05 hereof.

“Verification Agent”: American Mortgage Consultants, Inc., or another verification agent selected by the Seller and consented to in writing by the Agent (such consent not to be unreasonably withheld), or its successor as verification agent in respect of the Aggregate Receivables under the Verification Agent Letter..

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“Verification Agent Fee”: The amount payable to the Verification Agent for its services under the Verification Agent Letter.

“Verification Agent Letter”: The letter agreement, dated as of June 26, 2012, among the Seller, the Agent and the Verification Agent, regarding the scope of services, as the same relate to the services to be provided pursuant to Exhibit A thereto, to be provided by the Verification Agent in respect of the Aggregate Receivables, and any other agreement with the Verification Agent approved by the Seller, the Issuer and the Noteholders.

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“Weighted Average Foreclosure Timeline”: As of any date of determination, with respect to the Loan-Level Delinquency Advances and Servicing Advances pertaining to a Securitization Trust, the average sum of (i) the higher of the then current (in either case, measured from initiation of foreclosure through foreclosure sale) (a) Fannie Mae state foreclosure timelines or (b) Freddie Mac state foreclosure timelines, plus (ii) any

*** 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.

announced or currently in force federal or state foreclosure moratorium period not already incorporated into the Fannie Mae or Freddie Mac state foreclosure timelines (expressed in months and weighted by the aggregate Receivables Balance of all Receivables with respect to such Loan-Level Delinquency Advances and Servicing Advances sold by the Seller); provided, however, that in the event that one of either Fannie Mae or Freddie Mac ceases to exist as an entity or to publish state foreclosure timelines, the state foreclosure timelines of the agency still in existence shall be used for purposes of clause (i) of this definition; provided, further, that in the event both Freddie Mac and Fannie Mae cease to exist as entities or to publish state foreclosure timelines, the Agent (in its sole and absolute discretion) shall determine a successor entity whose state foreclosure timelines will be used for purposes of clause (i) of this definition.

“Weighted Average Months to Liquidation”:  As of any date of determination, with respect to all Servicing Advances, Loan-Level Delinquency Advances and Legacy Deferred Servicing Fees outstanding as of the end of the preceding Collection Period and the Receivables of which were owned by the Issuer and repaid in full during the preceding six Collection Periods, the six month rolling average of the number of Collection Periods (expressed in months and weighted by the aggregate Receivables Balance of all Receivables with respect to such Servicing Advances, Loan-Level Delinquency Advances and Legacy Deferred Servicing Fees sold by the Seller) from the respective dates such Servicing Advances, Loan-Level

Delinquency Advances and Legacy Deferred Servicing Fees arose to the dates that such Receivables were repaid in full, whether as the result of liquidation or otherwise.

“Weighted Average Months Outstanding”:  As of any date of determination, with respect to all Servicing Advances and Loan-Level Delinquency Advances outstanding as of the end of the preceding Collection Period and the Receivables of which are owned by the Issuer which constituted all outstanding and unreimbursed Eligible Receivables, calculated as of the end of the preceding Collection Period, the period (expressed in months and weighted by the aggregate Receivables Balance of all Receivables with respect to such Servicing Advances and Loan-Level Delinquency Advances sold by the Seller) from the respective dates such Servicing Advances and Loan-Level Delinquency Advances arose to the end of the preceding Collection Period.

Section 1.02.    Rules of Construction.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1)the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2)all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States;

(3)the word “including” shall be construed to be followed by the words “without limitation”;

(4)article and section headings are for the convenience of the reader and shall not be considered in interpreting this Indenture or the intent of the parties hereto;

(5)the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular article, section or other subdivision;

(6)the pronouns used herein are used in the masculine and neuter genders but shall be construed as feminine, masculine or neuter, as the context requires;

(7)any reference to “Mortgage Loan” or “Current-Paying Mortgage Loan”, or any similar reference to a mortgage loan owned by a Securitization Trust, in this Indenture and any other Transaction Document, shall only mean any such mortgage loan serviced by the Servicer under the related Servicing Contract; and

(8)any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, restated, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns.

ARTICLE II

THE NOTES

Section 2.01.    Forms; Denominations; Conditions Precedent.

(a)The Variable Funding Notes shall be substantially in the form attached hereto as Exhibit A-I and the Term Notes shall be substantially in the form attached hereto as Exhibits A-II-1 and A-II-2; provided, that any of the Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Notes are admitted to trading, or to conform to general usage. Variable Funding Notes shall be issued in the form of certificated notes in definitive, fully registered form without interest coupons in substantially the form attached hereto as Exhibit A, and shall be registered in the name of the beneficial owner or nominee thereof, duly executed by the Issuer and authenticated by the Indenture Trustee as hereinafter provided. Term Notes shall be issued in the form of Global Term Notes in definitive, fully registered form without interest coupons in substantially the form attached hereto as Exhibit A-II-1, which shall be deposited with the Indenture Trustee, as custodian for and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer and authenticated by the Indenture Trustee as hereinafter provided. The Notes will be issuable only in denominations of not less than $100,000 and in integral multiples of $1,000 in excess thereof.

(b)The Notes to be issued under this Indenture may be executed by the Issuer and delivered to the Indenture Trustee for authentication and thereupon the same shall be authenticated and delivered by the Indenture Trustee upon Issuer Request, upon compliance with the terms and provisions of this Indenture and the following: (i) satisfaction of the conditions precedent contained in Section 4.01 of the Note Purchase Agreement as evidenced by an Officer's Certificate by the Issuer; (ii) satisfaction of the conditions precedent contained in Section 3.01 of the Receivables Purchase Agreement as evidenced by an Officer's Certificate by the Issuer; and (iii) with respect to the issuance of the Term Notes, receipt by the Agent of a favorable opinion dated as of the date of issuance of the Term Notes and satisfactory in form and substance to the Agent and the Indenture Trustee, setting forth that the statements made in any applicable term sheet or offering materials related to ERISA considerations, to the extent those statements constitute matters of United States federal or state of New York law or legal conclusions with respect thereto are correct in all material respects with respect to those consequences or matters that are discussed therein. 

(c)This Section 2.01(c) shall apply only to Global Term Notes deposited with or on behalf of the Depository.  The Issuer shall execute and the Indenture Trustee shall, in accordance with Article II of this Indenture, authenticate and deliver initially one or more Global Term Notes that (i) shall be registered in the name of the Depository for such Global Term Note or Global Term Notes or the nominee of such Depository and (ii) shall be delivered by the Indenture Trustee to such Depository or pursuant to such Depository's instructions held by the Indenture Trustee, as custodian for the Depository.  Agent Members shall have no rights under this Indenture with respect to any Global Term Note held on their behalf by the Depository or under the Global Term Note, and the Depository may be treated by the Issuer, the Indenture Trustee, the Note Registrar and any agent of the Issuer, the Indenture Trustee or the Note Registrar as the absolute owner of such Global Term Note for all purposes whatsoever (except to the extent otherwise provided herein). Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Indenture Trustee, the Note Registrar or any agent of the Issuer, the Indenture Trustee or the Note Registrar from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of the Term Notes.  Except as provided in this Section 2.01, owners of beneficial interests in Global Term Notes will not be entitled to receive physical delivery of Certificated Term Notes.

(d)A Global Term Note deposited with the Depository pursuant to this Section 2.01 shall be transferred to the beneficial owners thereof only if such transfer complies with Section 2.05 and the Depository notifies the Issuer that it is unwilling or unable to continue as Depository for such Global Term Note or if at any time such Depository ceases to be a clearing agency and a successor depository is not appointed by the Issuer within ninety (90) days of such notice.  Any Global Term Note that is transferable to the beneficial owners thereof pursuant to this Section 2.01 shall be surrendered by the Depository to the Indenture Trustee's

Corporate Trust Office, to be so transferred, in whole or from time to time in part, without charge, and the Indenture Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Term Note, an equal aggregate principal amount of the applicable Term Notes of authorized denominations. Any portion of a Global Term Note transferred pursuant to this Section 2.01 shall be registered in such names as the Depository shall direct. Subject to the provisions of this Section 2.01, the registered Holder of a Global Term Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Term Notes.  Upon receipt of notice from the Depository of the occurrence of the event specified in the first sentence of this Section 2.01(d), the Issuer shall use its best efforts to make arrangements with the Depository for the exchange of interests in the Global Term Notes for individual Certificated Term Notes, and cause the requested individual Certificated Term Notes to be executed and delivered to the Note Registrar in sufficient quantities and authenticated by or on behalf of the Indenture Trustee for delivery to Noteholders.  Persons exchanging interests in a Global Term Note for individual Certificated Term Notes will be required to provide to the Indenture Trustee and the Note Registrar, through the Depository, (i) written instructions and other information required by the Issuer and the Indenture Trustee to complete, execute and deliver such individual Certificated Term Notes and (ii) such certification as to QIB status pursuant to Rule 144A and Qualified Purchaser status under Section 2(a)(51) of the 1940 Act as the Issuer shall require. In all cases, individual Certificated Term Notes delivered in exchange for any Global Term Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by the Depository.

Section 2.02.    Execution, Authentication, Delivery and Dating.

(a)The Notes shall be executed by manual or facsimile signature on behalf of the Issuer by any Authorized Officer of the Issuer. Notes bearing the manual or facsimile signatures of individuals who were at any time the authorized officers of the Issuer shall be entitled to all benefits under this Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. No Note shall be entitled to any benefit under this Indenture, or be valid for any purpose, however, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. All Notes shall be dated the date of their authentication.

(b)Upon the written request of the Issuer, the Indenture Trustee shall and, at the election of the Indenture Trustee, the Indenture Trustee may appoint one or more agents (each an “Authenticating Agent”) with power to act on its behalf and subject to its direction in the authentication of Notes in connection with the transfers and exchanges under Sections 2.05 and 2.06, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate the Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent shall be deemed to be the authentication of Notes “by the Indenture Trustee.” The Indenture Trustee shall be the initial Authenticating Agent.

Any corporation, bank, trust company or association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation, bank, trust company or association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation, bank, trust company or association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation, bank, trust company or association.

Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Issuer. The Indenture Trustee may at any time terminate the agency of any

Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may, or at the direction of the Issuer shall, promptly appoint a successor Authenticating Agent, give written notice of such appointment to the Issuer and give notice of such appointment to the Noteholders. Upon the resignation or termination of the Authenticating Agent and prior to the appointment of a successor, the Indenture Trustee shall act as Authenticating Agent.

Each Authenticating Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as if it were the Indenture Trustee.

Section 2.03.    Acknowledgment of Receipt of the Receivables.

(a)Upon receipt by it of the Receivable Files with respect to the Initial Receivables and all other assets to be delivered to it in accordance with this Indenture and included in the Trust Estate on the Initial Funding Date, the Indenture Trustee shall notify the Issuer and the Noteholders and acknowledge such receipt. In each case, such receipt shall be in good faith and without notice of any adverse claim. The Indenture Trustee declares that it will hold such documents and the other documents received by it that constitute portions of the Receivables Files received after the Initial Funding Date, and that it will hold all assets included in the Trust Estate, on behalf of all present and future Secured Parties.

(b)The Indenture Trustee shall not be under any duty or obligation to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Receivables delivered to it to determine that the same are valid, legal, effective, genuine, enforceable, in recordable form if recordation is required, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face.

The Indenture Trustee shall not assign, sell, dispose of or transfer any interest in the Receivables or any other asset constituting the Trust Estate (except as expressly provided herein) or knowingly permit the Receivables or any other asset constituting the Trust Estate to be subjected to any lien (other than Permitted Liens), claim or encumbrance arising by, through or under the Indenture Trustee or any Person claiming by, through or under the Indenture Trustee.

Section 2.04.    The Notes Generally.

(a)The aggregate Note Principal Balance of the Notes that may be authenticated and delivered under this Indenture is limited to the Variable Funding Note Maximum Balance plus the Term Note Initial Principal Balance, as set forth in this Indenture, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05 and 2.06 below.

(b)Each Note of a Class shall rank pari passu with each other Note of such Class and be equally and ratably secured by the Trust Estate. All Notes shall be substantially identical except as otherwise to denominations and as expressly permitted in this Indenture.

(c)This Indenture shall evidence a continuing lien on and security interest in the Trust Estate to secure the full payment of the principal, interest and other amounts on all the Notes, which (except as otherwise expressly provided herein) shall in all respects be equally and ratably secured hereby without preference, priority or distinction on account of the actual time or times of the authentication and delivery of such Notes.

Section 2.05.    Registration of Transfer and Exchange of Notes.

(a)At all times during the term of this Indenture, there shall be maintained at the office of a registrar appointed by the Issuer (the “Note Registrar”) a register (the “Note Register”) in which, subject to such reasonable regulations as the Note Registrar may prescribe, the Note Registrar shall provide for the registration of Notes and of transfers and exchanges of Notes as herein provided. The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. The Indenture Trustee may appoint, by a written instrument delivered to the Issuer, any other bank or trust company to act a

s Note Registrar under such conditions as the Indenture Trustee may prescribe; provided, that the Indenture Trustee shall not be relieved of any of its duties or responsibilities hereunder as Note Registrar by reason of such appointment. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor indenture trustee shall immediately succeed to its predecessor's duties as Note Registrar. The Issuer and the Noteholders shall have the right to inspect the Note Register or to obtain a copy thereof at all reasonable times upon reasonable prior notice, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register.

(b)No transfer, sale, pledge or other disposition of any Note or beneficial ownership interest therein shall be made unless the Note Registrar and the Indenture Trustee shall have received (i) either (x) the prior written consent of the Depositor (which such consent shall not be unreasonably withheld) or (y) a certificate from the transferor that such Noteholder is transferring, selling, pledging or otherwise disposing of either (1) a participating interest in all or a portion of any Note or (2) such Note to a Person without a transfer or sale of its Commitment under the Note Purchase Agreement and (ii) a certificate from the prospective transferee substantially in the form attached as Exhibit B hereto. If a transfer of any Note or any beneficial ownership interest therein is made without the receipt by the Note Registrar and the Indenture Trustee of the prior written consent of the Depositor (which such consent shall not be unreasonably withheld) or certificate of the transferor and a certificate from the prospective transferee substantially in the form attached as Exhibit B hereto, the Note Registrar shall refuse to register such transfer unless it and the Indenture Trustee receive (and upon receipt, may conclusively rely upon) such items. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the 1933 Act or any other securities law.

(c)By acquiring a Note, each purchaser of a Variable Funding Note or a Certificated Term Note shall and, each purchaser of a Global Term Note will be deemed to, represent, warrant and covenant that either (i) it is not acquiring such Note with the assets of an employee benefit plan or plan subject to Section 406 of ERISA or Section 4975 of the Code (each, a “Plan”) or any other plan subject to a federal, state, local, non-U.S. or other law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, or (ii) the acquisition, holding and disposition of such Notes will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a nonexempt violation of any federal, state, local, non-U.S. or other law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code. Furthermore, by acquiring a Note, the Note Purchaser will be deemed to give the Indenture Trustee on behalf of the Issuer a binding instruction to enter into the Hedge Agreements and the transactions thereunder, and each transferee will, by the acquisition of such Note, be deemed to have given the Indenture Trustee on behalf of the Issuer a binding instruction to enter into transactions pursuant to the Hedge Agreements.

(d)If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to certify that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in subsections (b) and (c) of this Section 2.05.

(e)Subject to the preceding provisions of this Section 2.05, upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purpose, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of a like aggregate Note Principal Balance.

(f)At the option of any Noteholder, its Notes may be exchanged for other Notes of authorized denominations of a like aggregate Note Principal Balance, upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes which the Noteholder making the exchange is entitled to receive.

(g)Every Note presented or surrendered for transfer or exchange shall (if so required by the Note R

egistrar or the Indenture Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Note Registrar and the Indenture Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing.

(h)No service charge shall be imposed for any transfer or exchange of Notes or beneficial ownership interest therein, but the Issuer, the Indenture Trustee or the Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes or beneficial ownership interests therein.

(i)All Notes surrendered for transfer and exchange shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard procedures.

(j)The Note Registrar shall provide to each of the Issuer and any Noteholder, upon reasonable written request and at the expense of the requesting party, an updated copy of the Note Register.

(k)Subject to Section 9.07(b) of the Note Purchase Agreement, the Indenture Trustee shall not permit a transfer of any Variable Funding Note unless such transfer, is consented to in writing by the Depositor (which such consent shall not be unreasonably withheld); provided, however, this Section 2.05(k) does not apply to the transfer of a participation interest of a Variable Funding Note or the transfer of all or a portion of a Variable Funding Note that does not include the Commitment of the related Note Purchaser under the Note Purchase Agreement.

Section 2.06.    Mutilated, Destroyed, Lost or Stolen Notes.

If any mutilated Note is surrendered to the Note Registrar, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in exchange therefor, a new Note of the same principal amount and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Issuer, the Indenture Trustee and the Note Registrar (i) evidence to their satisfaction of the destruction (including mutilation tantamount to destruction), loss or theft of any Note and the ownership thereof, and (ii) such security or indemnity as may be reasonably required by them to hold each of them, and any agent of any of them harmless, then, in the absence of notice to the Issuer or the Note Registrar that such Note has been acquired by a bona fide purchaser, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a new Note of the same tenor and denomination registered in the same manner, dated the date of its authentication and bearing a number not contemporaneously outstanding.

Upon the issuance of any new Note under this Section 2.06, the Issuer, the Indenture Trustee and the Note Registrar may require the payment by the Noteholder of an amount sufficient to pay or discharge any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Authenticating Agent, the Note Registrar and the Indenture Trustee) in connection therewith.

Every new Note issued pursuant to this Section 2.06 in lieu of any destroyed, mutilated, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, mutilated, lost or stolen Note shall be at any time enforceable by any Person, and such new Note shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section 2.06 are exclusive and shall preclude (to the extent permitted by applicable law) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.07.    Noteholder Lists.

The Note Registrar shall preserve in as current a form as is reasonably practicable the most recent

list available to it of the names and addresses of Variable Funding Noteholders and Term Noteholders, which list, upon request, will be made available to the Indenture Trustee insofar as the Indenture Trustee is no longer the Note Registrar. Upon written request of any Noteholder at the Noteholder's expense made for purposes of communicating with other Noteholders with respect to their rights under this Indenture, the Note Registrar shall promptly furnish such Noteholder with a list of the other Variable Funding Noteholders and Term Noteholders of record identified in the Note Register at the time of the request. Every Noteholder, by receiving such access, agrees with the Note Registrar that the Note Registrar will not be held accountable in any way by reason of the disclosure of any information as to the names and addresses of any Noteholder regardless of the source from which such information was derived.

Section 2.08.    Persons Deemed Owners.

The Issuer, the Indenture Trustee, the Note Registrar and any agents of any of them may treat the Person in whose name a Note is registered as the owner of such Note for the purpose of receiving payments of principal, interest and other amounts in respect of such Note and for all other purposes, whether or not such Note shall be overdue, and none of the Issuer, the Indenture Trustee, the Note Registrar or any agents of any of them, shall be affected by notice to the contrary; provided, however, that the Depository, or its nominee, shall be deemed the owner of the Global Term Notes, and owners of beneficial interests in Global Term Notes will not be considered the owners of any Notes for the purpose of receiving notices.

Section 2.09.    Accounts.

(a)On or prior to the date hereof, the Indenture Trustee shall establish in its name, as Indenture Trustee, the Reimbursement Account, the Note Payment Account, the Reserve Account and the Funding Account. The Indenture Trustee shall establish a Hedge Account and Posted Collateral Account in accordance with Section 2.20. Except as provided in this Indenture, the Indenture Trustee, in accordance with the terms of this Indenture, shall have exclusive control and sole right of withdrawal with respect to the Accounts. Funds in the Accounts shall not be commingled with any other moneys. All moneys deposited from time to time in the Accounts (including any securities or instruments in which such moneys are invested) shall be held by and under the control of the Indenture Trustee in the Accounts for the benefit of the Secured Parties and the Issuer as herein provided. All amounts received by the Indenture Trustee, including, without limitation, amounts received from the Servicer in respect of the Aggregate Receivables and amounts received from the Seller as Repurchase Prices, shall be deposited into the Reimbursement Account within one (1) Business Day following receipt by the Indenture Trustee and shall be applied in accordance with the terms of this Indenture. In addition, the Issuer may, from time to time, remit additional funds to the Indenture Trustee for deposit into the Reimbursement Account to be applied for the purposes set forth herein.

(b)All of the funds on deposit in the Accounts other than the Posted Collateral Account may be invested and reinvested by the Indenture Trustee at the written direction of the Agent in one or more Permitted Investments, subject to the following requirements:

(i)such Permitted Investments shall mature not later than one (1) Business Day prior to the next Payment Date or Funding Date, whichever is sooner (except that if such Permitted Investment is an obligation of or is managed by the Indenture Trustee or its Affiliate, such Permitted Investment shall not mature later than the next Payment Date or Funding Date, whichever is sooner);

(ii)the securities purchased with the moneys in the Accounts shall be deemed to be funds deposited in the related Accounts;

(iii)each such Permitted Investment shall be made in the name of the Indenture Trustee (in its capacity as such) or in the name of a nominee of the Indenture Trustee under the Indenture Trustee's complete and exclusive dominion and control (or, if applicable law provides for perfection of pledges of an instrument not evidenced by a certificate or other instrument through registration of such pledge on books maintained by or on behalf of the issuer of such investment, a Permitted Investment may be made in such instrument notwithstanding that such instrument is not under the

dominion and control of the Indenture Trustee, provided that such pledge is so registered);

(iv)other than the investments described in the second parenthetical phrase in clause (iii) above, the Indenture Trustee shall have the sole control over such investment, the income thereon and the proceeds thereof;

(v)other than the investments described in the second parenthetical phrase in clause (iii) above, any certificate or other instrument evidencing such investment shall be delivered directly to the Indenture Trustee or its agent; and

(vi)the proceeds of each investment shall be remitted by the purchaser thereof directly to the Indenture Trustee for deposit in the related Account, subject to withdrawal by the Indenture Trustee as provided herein.

Cash collateral posted by an applicable Hedge Provider in accordance with the terms and provisions of the credit support annex under the applicable Hedge Agreement shall be invested at the direction of the applicable Hedge Provider in Permitted Investments in accordance with the requirements of such Hedge Agreement. In the absence of written direction from the Agent, with respect to the Accounts other than the Posted Collateral Account, and from the Hedge Provider, with respect to the Posted Collateral Account, funds on deposit in the Accounts shall remain un-invested. All amounts earned on Permitted Investments during the prior calendar month shall be deposited into the Note Payment Account on each Payment Date and shall be included in the Available Funds for such Payment Date.

(c)Each of the Accounts shall remain at all times as Eligible Accounts. In the event that any of the Accounts no longer qualifies as an Eligible Account under the definition thereof, the Issuer shall promptly, and in no event later than thirty (30) calendar days following such Account failing to qualify as an Eligible Account, direct the Indenture Trustee to remit all funds in such Account to a specified Eligible Account.

(d)The Servicer shall cause all collections in respect of the Mortgage Loans included in each Securitization Trust to be deposited into the related Collection Account pursuant to the related Servicing Contract. No less frequently than each Business Day, the Servicer shall withdraw all amounts available to reimburse Delinquency Advances, Servicing Advances and Legacy Deferred Servicing Fees from the related Collection Account or from related proceeds and shall remit such amounts to the Indenture Trustee for deposit into the Reimbursement Account.

(e)Upon the satisfaction and discharge of this Indenture pursuant to Section 3.01 of this Indenture, the Indenture Trustee shall release to the Issuer all amounts, if any, held by it remaining as part of the Trust Estate.

Section 2.10.    Payments on the Notes.

(a)Subject to Section 2.10(b), the Issuer agrees to pay:

(i)prior to the Stated Maturity Date, on each Payment Date and any Redemption Date relating to a Total Redemption, interest on and principal of the Notes in the amounts and in accordance with the priorities set forth in Section 2.10(c), and on each Redemption Date relating to a Partial Redemption, interest on and principal of the Notes in the amounts and in accordance with Section 2.16(a); and

(ii)on the Stated Maturity Date, the entire Note Principal Balance of the Notes, together with all accrued and unpaid interest thereon and all fees, costs, expenses, indemnities and all other amounts then due and payable by Issuer (excluding contingent obligations) to the Agent, the Indenture Trustee and the Noteholders pursuant to this Indenture or any other Transaction Document.

Amounts properly withheld under the Code by any Person from a payment to any holder of a Note of interest, principal or other amounts, or any such payment set aside on the Final Payment Date for such Note as provided in Section 2.10(b), shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture.

(b)With respect to each Payment Date, any interest, principal and other amounts payable on the Variable Funding Notes and Certificated Term Notes shall be paid to the Person that is the registered holder thereof at the close of business on the related Record Date, and any interest, principal and other amounts payable on the Global Term Notes shall be distributed by the Indenture Trustee by wire transfer in immediately available funds to an account maintained by the Depository or its nominee or, if a wire transfer cannot be effected, by a check in immediately available funds delivered to the Depository or its nominee; provided, however, that interest, principal and other amounts payable at the Final Payment Date of any Note shall be payable only against surrender thereof at the Corporate Trust Office of the Indenture Trustee. Payments of interest, principal and other amounts on the Notes shall be made on the applicable Payment Date other than the Final Payment Date, subject to applicable laws and regulations, by wire transfer to such account as such Noteholder shall designate by written instruction received by the Indenture Trustee not later than the Record Date related to the applicable Payment Date or otherwise by check mailed on or before the Payment Date to the Person entitled thereto at such Person's address appearing on the Note Register. The Indenture Trustee shall pay each Note in whole or in part as provided herein on its Final Payment Date in immediately available funds from funds in the Note Payment Account as promptly as possible after presentation to the Indenture Trustee of such Note at its Corporate Trust Office but shall initiate such payment no later than 3:00 p.m., New York City time, on the day of such presentation; provided, that such presentation has been made no later than 1:00 p.m., New York City time. If presentation is made after 1:00 p.m., New York City time, on any day, such presentation shall be deemed to have been made on the immediately succeeding Business Day.

Except as provided in the following sentence, if a Note is issued in exchange for any other Note during the period commencing at the close of business at the office or agency where such exchange occurs on any Record Date and ending before the opening of business at such office or agency on the related Payment Date, no interest, principal or other amounts will be payable on such Payment Date in respect of such new Note, but will be payable on such Payment Date only in respect of the prior Note. Interest, principal and other amounts payable on any Note issued in exchange for any other Note during the period commencing at the close of business at the office or agency where such exchange occurs on the Record Date immediately preceding the Final Payment Date for such Notes and ending on the Final Payment Date for such Notes, shall be payable to the Person that surrenders the new Note as provided in this Section 2.10(b).

All payments of interest, principal and other amounts made with respect to any Note of a Class will be allocated pro rata among the Outstanding Notes of such Class based on the Percentage Interest of that Note within such Class. Monthly interest and principal with respect to the Notes shall be determined, allocated and paid in accordance with the procedures set forth in this Indenture.

If any Note on which the final payment was due is not presented for payment on its Final Payment Date, then the Indenture Trustee shall set aside such payment in a segregated account separate from the Note Payment Account but which constitutes an Eligible Account, and the Indenture Trustee and the Issuer shall act in accordance with Section 5.10 in respect of the unclaimed funds.

(c)On each Payment Date and any Redemption Date relating to a Total Redemption, the Indenture Trustee shall deposit into the Note Payment Account all funds on deposit in the Reimbursement Account and, to the extent required pursuant to Section 2.20, amounts from the Hedge Account and the Posted Collateral Account and, to the extent required pursuant to Section 2.15, amounts from the Reserve Account and, if applicable, any payments received from the Seller on an Option Purchase Date pursuant to Section 2.19 and any payments received from the Seller or its designee pursuant to Section 7.03(b) and withdraw from the Note Payment Account and apply the Available Funds for such Payment Date or Redemption Date, as applicable, for the following purposes a

nd in the following order of priority, in each case to the extent of remaining funds:

________________________________

*** 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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(i)pro rata,

(A) to the Issuer, an amount equal to the sum of its actual expenses (including the fees, expenses and indemnities of the Owner Trustee),

(B) pro rata, to Wells Fargo Bank, N.A. in its capacities as Indenture Trustee, Calculation Agent, Posted Collateral Custodian, Securities Intermediary, Authenticating Agent, Note Registrar and Certificate Registrar, an amount equal to the sum of (1) the Indenture Trustee Fee and the Calculation Agent Fee for such Payment Date or Redemption Date, as applicable, (2) any accrued and unpaid Indenture Trustee Fees and Calculation Agent Fees for prior Payment Dates, and (3) any other amounts to which Wells Fargo Bank, N.A., in its capacities as Indenture Trustee, Calculation Agent, Posted Collateral Custodian, Securities Intermediary, Authenticating Agent, Note Registrar and Certificate Registrar are entitled to reimbursement pursuant to this Indenture and the other Transaction Documents; provided, however, that amounts payable pursuant to this clause (i)(B)(I)(3) shall not exceed (a) in the event that no Event of Default has occurred and shall be continuing, $[***] per annum and (b) in the event that an Event of Default has occurred and shall be continuing, $[***] per annum; and

(C) to the Agent, (a) the Cumulative Facility Fee Payment Amount and (b) all costs, expenses and indemnities to which the Agent, in its capacity as Agent, is entitled to reimbursement pursuant to this Indenture and the other Transaction Documents; provided, that (1) prior to an Event of Default, such amounts paid under this clause (i)(C)(b) shall not exceed $[***] per annum and (2) on and following the occurrence of an Event of Default, such amounts paid under this clause (i)(C)(b) shall not exceed $[***] per annum, in each case, unless consented to by 100% of the Noteholders;

(ii)to the Verification Agent, an amount equal to the sum of all accrued and unpaid Verification Agent Fees, in an amount not greater than the amount set forth in the Verification Agent Letter;

(iii)to each Swap Provider, the amount (including termination payments, other than any Defaulted Swap Termination Payment) due under the applicable Swap Agreements, if any;

61

(iv)to the Holders of the Variable Funding Notes, an amount equal to the Variable Funding Note Interest Distributable Amount for such Payment Date, plus any Variable Funding Note Interest Carryover Shortfall for prior Payment Dates,

(v)to the Holders of the Term Notes, if any, an amount equal to the sum of the Term Note Interest Distributable Amount for such Payment Date, plus any Term Note Interest Carryover Shortfall for prior Payment Dates;

(vi)up to and including the earlier of (a) the occurrence of an Event of Default and (b) the Stated Maturity Date, to the Reserve Account until the amount on deposit in the Reserve Account

equals the Required Reserve Amount;

(vii)during the Funding Period, in the following order of priority:

(A) to the Variable Funding Noteholders, as a payment of principal in an amount equal to the excess of (x) the sum the Variable Funding Note Principal Balance and the Term Note Principal Balance over (y) the Aggregate Collateral Value (after giving effect to any transfer of Receivables on such Payment Date);

(B) to the Funding Account, the Collateral Value of any Additional Receivables to be acquired by the Issuer and Granted to the Indenture Trustee on such Payment Date in accordance with Article VII;

(C) to the Agent and the Noteholders, any other amounts payable by the Seller, the Depositor or the Issuer pursuant to the terms and provisions of the Transaction Documents, including but not limited to any amounts then due as indemnification and any other amounts payable to the Agent and the Noteholders, to the extent not paid previously under the terms and provisions of this Section 2.10(c);

(D) to each Swap Provider, any Defaulted Swap Termination Payments due under the applicable Swap Agreements, if any;

(E) to the Indemnified Parties, to the extent not paid pursuant to clauses (i) through (vii)(D) above, any amounts then due to such Indemnified Parties under Section 9.11 of this Indenture (which are invoiced to the Issuer and the Indenture Trustee at least three (3) Business Days prior to the Payment Date or Redemption Date, as applicable) and for which reimbursement is not available under clauses (i) through (vii)(D) above or from any other source pursuant to the provisions of the Transaction Documents; and

________________________________

*** 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.

(F) if directed by the Administrator in accordance with Section 2.16 hereof two (2) Business Days prior to any Payment Date, to the Variable Funding Noteholders, to the payment of principal, the related amount specified by the Administrator;

(G) to the Issuer for payment to the Administrator, an amount equal to any fees or expenses incurred by the Administrator in connection with the performance of its obligations under the Administration Agreement, provided that payments to the Issuer for the benefit of the Administrator pursuant to this clause (G) shall not exceed $5,000 in any calendar year; and

(H) to the Certificateholders, the remaining Available Funds; provided, however, that any amounts due and owing to the Owner Trustee shall be paid prior to such payment;

(viii)following the termination of the Funding Period, in the following order of priority:

(A) to the Variable Funding Noteholders, any remaining Available Funds as a payment of principal until the Variable Funding Note Principal Balance is reduced to zero;

(B) to the Term Noteholders, any remaining Available Funds as a payment of principal until the Term Note Principal Balance is reduced to zero;

(C) to the Persons entitled thereto, any amounts (other than Defaulted Swap Termination Payments payable under clause (viii)(F) below) payable by the

Seller, the Depositor and the Issuer pursuant to the Transaction Documents, including but not limited to any amounts then due as indemnification and any other amounts payable to any Person, to the extent not paid previously under the terms and provisions of this Section 2.10(c); provided, that amounts payable under this clause (viii)(C) may be paid under clause (viii)(G) below with the agreement of the Person entitled to receive such payment in the sole and absolute discretion of such Person;

(D) to the Variable Funding Noteholders, (i) an amount equal to the sum of (a) the Variable Funding Note Additional Interest Distributable Amount for such Payment Date, plus (b) any Variable Funding Note Additional Interest Carryover Shortfall, if any, for prior Payment Dates, and (b) an amount equal to the sum of (x) in the event of the occurrence and continuance of an Event of Default, the Variable Funding Note Default Interest Distributable Amount for such Payment Date, plus (y) any Variable Funding Note Default Interest Carryover Shortfall, if any, for prior Payment Dates;

(E) to the Term Noteholders, (i) an amount equal to the sum of (a) the Term Note Additional Interest Distributable Amount for such Payment Date, plus (b) any Term Note Additional Interest Carryover Shortfall, if any, for prior Payment Dates, and (b) an amount equal to the sum of (x) in the event of the occurrence and continuance of an Event of Default, the Term Note Default Interest Distributable Amount for such Payment Date, plus (y) any Term Note Default Interest Carryover Shortfall, if any, for prior Payment Dates;

(F) to each Swap Provider, any Defaulted Swap Termination Payments due under the applicable Swap Agreements, if any;

(G) to the Indemnified Parties, to the extent not paid pursuant to clauses (i) through (viii)(F) above, any amounts then due to such Indemnified Parties under Section 9.11 of this Indenture (which are invoiced to the Issuer and the Indenture Trustee at least three (3) Business Days prior to the Payment Date or Redemption Date, as applicable) and for which reimbursement is not available under the Transaction Documents from an alternative source (including the Seller) or for which the Indemnified Parties have been unable to obtain reimbursement after reasonable efforts; and

*** 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.

(H) to the Certificateholders, the remaining Available Funds; provided, however, that any amounts due and owing to the Owner Trustee shall be paid prior to such payment.

(d)On each date that is a Funding Date but not a Payment Date (whether or not any Additional Receivables are purchased by the Issuer on such date), the Indenture Trustee shall deposit any Excess Amount from the Reimbursement Account into the Note Payment Account and withdraw from the Note Payment Account and apply such Excess Amount as follows:

(i) first, in accordance with Section 2.10(c)(vi);

(ii) second, in accordance with Sections 2.10(c)(vii)(A) (after giving effect to any transfer of Receivables to be made on such Funding Date); and

(iii) third, in accordance with Sections 2.10(c)(vii)(B) if Additional Receivables are to be

purchased by the Issuer on such Funding Date in accordance with Section 7.02.

(e)Upon the occurrence of the initial Hedge Payment Event following the termination of the Funding Period, the Indenture Trustee shall provide written notice of such Hedge Payment Event to the Noteholders, the Agent, the Seller, the Depositor and the Issuer.

Section 2.11.    Final Payment Notice.

(a)Notice of final payment under Section 2.10(b) shall be given by the Indenture Trustee not later than the 5th Business Day prior to the Final Payment Date to each Noteholder as of the close of business on the Record Date preceding the Final Payment Date at such Noteholder's address appearing in the Note Register, and also to the Agent and the Issuer.

(b)All notices of final payment in respect of the Notes shall state (i) the Final Payment Date, (ii) the amount of the final payment for such Notes and (iii) the place where such Notes are to be surrendered for payment, which shall be the Corporate Trust Office of the Indenture Trustee.

(c)Notice of final payment of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuer. Failure to give notice of final payment, or any defect therein, to any Noteholder shall not impair or affect the validity of the final payment of any other Note;

provided, however, that the Indenture Trustee shall not be required to provide any notice required by this Section 2.11 to the extent that such notice has not been provided to the Indenture Trustee by the Issuer or the Servicer at least five (5) Business Days prior to the date on which the Indenture Trustee is required to deliver such notice hereunder.

Section 2.12    Compliance with Withholding Requirements.

Notwithstanding any other provision of this Indenture, the Indenture Trustee shall comply with all federal and state withholding requirements with respect to payments to Noteholders of interest, original issue discount, or other amounts that the Indenture Trustee reasonably believes are applicable under the Code. The consent of Noteholders shall not be required for any such withholding. All Noteholders shall be required to deliver to the Indenture Trustee prior to the first Payment Date a correct, complete and properly executed U.S. Internal Revenue Service Form W-9, W-8BEN, W-8ECI or W-8IMY (with appropriate attachments), as applicable.

Section 2.13.    Cancellation.

The Issuer may at any time deliver to the Note Registrar for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Note Registrar.

All Notes delivered to the Indenture Trustee for payment shall be forwarded to the Note Registrar. All such Notes and all Notes surrendered for transfer and exchange in accordance with the terms hereof shall be canceled and disposed of by the Note Registrar in accordance with its customary procedures.

Section 2.14.    Additional Note Balance.

(a)In the event of the purchase of any Additional Note Balances by the Note Purchaser as provided in the Note Purchase Agreement, the Note Purchaser shall, and is hereby authorized to, record on the schedule attached to its Variable Funding Note the date and amount of any Additional Note Balance purchased by it, and each repayment thereof; provided, that failure to make any such recordation on such schedule or any error in such schedule shall not adversely affect any Variable Funding Noteholder's rights with respect to its Additional Note Balance and its right to receive interest payments in respect of the Additional Note Balance held by such Noteholder.

(b)Absent manifest error, the Note Principal Balance of each Variable Funding Note as set forth in the notations made by the related Variable Funding Noteholder on such Variable Funding Note shall be binding upon the Indenture Trustee and the Issuer; provided, that failure by a Variable Funding Noteholder t

o make such recordation on its Variable Funding Note or any error in such notation shall not adversely affect any Variable Funding Noteholder's rights with respect to its Variable Funding Note Principal Balance and its right to receive principal and interest payments in respect thereof.

Section 2.15.     Reserve Account.

On or prior to the Initial Funding Date, the Issuer shall cause the Required Reserve Amount to be deposited into the Reserve Account. The Indenture Trustee shall deposit in the Reserve Account (i) on each Payment Date the amount, if any, distributed for deposit in the Reserve Account pursuant to Section 2.10(c)(vi)and (ii) on each Funding Date that is not a Payment Date, the Excess Amount, if any, in accordance with Section 2.10(d)(i).

If, on any Payment Date prior to the Stated Maturity Date, the Available Funds (calculated for this purposes without clause (iii) of the definition thereof) for such Payment Date are insufficient to pay the amounts required to be paid pursuant to clauses (i) through (v) of Section 2.10(c) and, following the occurrence of an Early Amortization Event (assuming no Event of Default shall have occurred and be continuing) the amounts required to be paid pursuant to clauses (viii) (A) and (viii)(B) of Section 2.10(c) and following the earlier to occur of an Event of Default or the Stated Maturity Date, to pay all amounts under clause (viii) of Section 2.10(c), the Indenture Trustee shall withdraw the amount of such shortfall from the Reserve Account and deposit the same into the Note Payment Account to be applied to the payment of such items.

Upon payment in full of all of the Issuer Obligations, the Indenture Trustee shall release all amounts remaining in the Reserve Account to or at the direction of the Issuer.

Section 2.16.    Redemption; Clean-up Call Option.

(a)The Notes shall be subject to optional redemption in whole (such redemption, a “Total Redemption”) or in part (such redemption, a “Partial Redemption”); provided, however, that (I) the Issuer shall not conduct a Partial Redemption of aggregate Note Principal Balances without the prior written consent of the Agent if (i) the cumulative amount of Note Principal Balances previously redeemed plus the amount of Note Principal Balances requested to be redeemed exceeds the lesser of (A) the product of 0.375 and the outstanding Note Principal Balance on the proposed Redemption Date and (B) $75,000,000 or (ii) such redemption would result in the occurrence of an Event of Default, an Early Amortization Event, a Securitization Trust Termination Event, a Servicer Termination Event, a Funding Interruption Event or a Discount Factor Reduction Event and (II) any Partial Redemption of Note Principal Balance of the Notes shall be applied pro rata among the Term Notes and the Variable Funding Notes. The Issuer shall give written notice (a “Redemption Notice”) of its intent to redeem all or the Applicable Redemption Percentage of the Notes pursuant to this Section 2.16 to the Indenture Trustee (for subsequent distribution to the Noteholders), each Swap Provider and, to the extent the Agent's consent is not required to conduct such redemption, the Agent, at least 5 Business Days prior to the Redemption Date (which date shall be specified in such notice as the “Redemption Date”). Each Redemption Notice shall include a list of Securitization Trusts the Receivables of which the Issuer desires to purchase on the related Redemption Date. Following issuance of the Redemption Notice by the Issuer, the Issuer shall be required to purchase the entire Outstanding or the Applicable Redemption Percentage of Note Principal Balance of the Notes, as of the Redemption Date, for the Note Redemption Amount on such Redemption Date. Each Secured Party, by its acceptance of a Note or any interest or rights under any Transaction Document, as applicable, hereby consents to the release of lien of this Indenture, in whole or in part, as applicable, upon the Issuer's deposit of the applicable Note Redemption Amount. On any Redemption Date relating to a Partial Redemption, the Indenture Trustee shall remit the applicable Note Redemption Amount as follows:  (a)  with respect to the amounts set forth under clauses (i) and (ii) of the applicable definition of Note Redemption Amount, pro rata, to the Variable Funding Noteholders (based on the Variable Funding Note Principal Balance) and to the Term Noteholders (based on the Term Note Principal Balance), and (b) with respect to the amounts set forth under clause (iii) of the a

pplicable definition of Note Redemption Amount, pro rata, to any Swap Providers based on the aggregate amounts owed to each such Swap Provider. Upon the Issuer's payment of the Note Redemption Amount with respect to a Partial Redemption, (i) the Indenture Trustee, acting on behalf of the Noteholders, shall release its lien with respect to all outstanding Receivables related to the Securitization Trusts specified in the applicable Redemption Notice and shall, at the direction of the Agent, execute a lien release or similar instrument with respect thereto, such instrument to be provided to the Indenture Trustee, and (ii) Schedules I through IV attached hereto shall be updated accordingly. Upon the Issuer's payment of the Redemption Amount with respect to a Total Redemption, the Commitment of the Note Purchaser under Section 2.01 of the Note Purchase Agreement to purchase Additional Note Balances shall terminate.

(b)On any Payment Date following an Early Amortization Event (including clauses (a) and (n) under the definition thereof) on which the aggregate Note Principal Balance of the Notes is less than or equal to 10% of the sum of (i) the aggregate of the Term Note Initial Principal Balance for the Term Notes, (ii) the balance of the Variable Funding Note as of the Closing Date and (iii) the aggregate of all Additional Note Balances purchased on or prior to such date pursuant to the Note Purchase Agreement (the sum of (ii) and (iii) not to be greater than the Variable Funding Note Maximum Balance), the Agent may effect a put of the entire Outstanding Note Principal Balance of the Notes, as of the applicable Payment Date, to the Issuer by exercise of the Clean-up Call Option. The Agent shall give written notice (a “Clean-up Call Notice”) of its intent to put the Notes pursuant to this Section 2.16(b) to the Issuer and the Indenture Trustee and each Swap Provider at least 30 days prior to the related Payment Date. Upon exercise of the Clean-up Call Option by the Agent, the Issuer shall be required to purchase the entire Outstanding Note Principal Balance of the Notes, as of the applicable Payment Date, for the Note Redemption Amount on the applicable Payment Date (such Payment Date, the “Clean-up Call Date”).

(c)Unless otherwise agreed by the Agent, on the third Business Day prior to the applicable Redemption Date, the Clean-up Call Date or Stated Maturity Date, as applicable, the Issuer shall cause there to be deposited the Note Redemption Amount into the Note Payment Account.

(d)On any Business Day during the Funding Period, the Variable Funding Notes may be subject to an optional paydown by the Issuer. The Administrator, on behalf of the Issuer, shall give written notice to the Agent, each Hedge Provider and the Noteholders of its intent to paydown the Variable Funding Note Principal Balances at least five (5) Business Days prior to the date on which such paydown shall occur (the “Paydown Date”). The Administrator, on behalf of the Issuer, shall remit the paydown amount to the Note Payment Account, as applicable, and the Indenture Trustee shall withdraw such amounts and allocate such amounts to reduce the Variable Funding Note Principal Balance of the Variable Funding Notes on a pro rata basis after remitting any termination payments due to the Hedge Provider under the applicable Swap Agreement; provided, that, if the Paydown Date is a Payment Date, such paydown amount will be remitted in accordance with Section 2.10(c)(vii)(F) after all prior payments in accordance with Section 2.10(c) have been made and that the Variable Funding Note Principal Balance of the Notes used to calculate such payments pursuant to Section 2.10(c) shall be the Variable Funding Note Principal Balance prior to distribution of the paydown amount. Notwithstanding any optional paydown as provided in this Section 2.16(d), the Commitment of the Holders of the Variable Funding Notes shall not be reduced.

Section 2.17.    Securities Accounts

(a)The Issuer and the Indenture Trustee hereby appoint Wells Fargo Bank, N.A. as securities intermediary (in such capacity, the “Securities Intermediary”) with respect to each of the Accounts. The Security Entitlements and all Financial Assets credited to the Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the Secured Parties. Upon the termination of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial

owners of Notes shall be deemed to have appointed Wells Fargo Bank, N.A. as Securities Intermediary. Wells Fargo Bank, N.A. hereby accepts such appointment as Securities Intermediary.

(i)With respect to any portion of the Trust Estate that is credited to the Accounts, the Securities Intermediary agrees that:

(A)with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto;

(B)the sole assets permitted in the Accounts shall be those that the Securities Intermediary agrees to treat as Financial Assets;

(C)any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Account in accordance with the Securities Intermediary's customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has control; and

(D)it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Account and that it is a violation of that Person's rights for anyone else to hold, transfer or deal with such Financial Asset.

(ii)The Securities Intermediary hereby confirms that (A) each Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Indenture, treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Account, (B) any portion of the Trust Estate in respect of any Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited to any Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Account be registered in the name of the Issuer, the Servicer or the Seller, payable to the order of the Issuer, the Servicer or the Seller or specially endorsed to any of such Persons.

(iii)If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Issuer, the Servicer, the Seller or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person.

(iv)In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker's lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Accounts.

(v)There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Servicer, the Seller or any other Person with respect to any Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail.

(vi)The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will neither be affected by the bankruptcy of the Issuer, the Servicer or the Seller nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writing.

(b)Capitalized terms used in this Section 2.17 and not defined herein shall have the meanings assigned to such terms in the New York UCC. For purposes of Section 8-110(e) of the New York UCC, the “securities intermediary's jurisdiction” shall be the State of New York.

(c)None of the Securities Intermediary or any director, officer, employee or agent of the Securities Intermediary shall be under any liability to the Indenture Trustee or the Secured Parties for any action taken, or not taken, in good faith pursuant to this Indenture, or for errors in judgment; provided, however, that this provision shall not protect the Securities Intermediary against any liability to the Indenture Trustee or the Secured Parties which would otherwise be imposed by reason of the Securities Intermediary's willful misconduct, bad faith or negligence in the performance of its obligations or duties hereunder. The Securities Intermediary and any director, officer, employee or agent of the Securities Intermediary may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Securities Intermediary shall be under no duty to inquire into or investigate the validity, accuracy or content of such document. The Issuer shall indemnify the Securities Intermediary for and hold it harmless against any loss, liability or expense arising out of or in connection with this Indenture and carrying out it duties hereunder, including the costs and expenses of defending itself against any claim of liability, except in those cases where the Securities Intermediary has been guilty of bad faith, negligence or willful misconduct. The foregoing indemnification shall survive any termination of this Indenture or the resignation or removal of the Securities Intermediary.

(d)Prior to the date which is one year and one day, or if longer the applicable preference period then in effect, after the payment in full of all of the Notes, the Securities Intermediary will not institute against, or join any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law in any jurisdiction.

Section 2.18.    Tax Treatment of the Notes.

The Issuer intends that, for U.S. federal, state or local income tax, franchise tax and any other income tax purposes, the Notes be treated as debt. Each prospective purchaser and any subsequent transferee of a

Note or any interest therein shall, by virtue of its purchase or other acquisition of such Note or interest therein, be deemed to have agreed to treat such Note in a manner consistent with the preceding sentence for U.S. federal income tax purposes, unless otherwise required by law in a proceeding of final -determination.

Section 2.19.    Purchase Option.

The Seller shall have the option at any time, and from time to time, to purchase from the Issuer up to three percent (3%) of the Aggregate Receivables outstanding on the date of such purchase for an amount equal to the Receivables Balance of the Receivables to be purchased. The Seller shall give written notice (an “Option Notice”) of its intent to exercise the purchase option to the Issuer, the Indenture Trustee, each Hedge Provider and the Noteholders at least ten (10) days prior to the date on which such purchase will occur (the “Option Purchase Date”). The Receivables to be sold to the Seller on any such Option Purchase Date shall be selected by the Seller and shall not exceed three percent (3%) of the Aggregate Receivables; provided, however, that the Seller shall purchase Receivables pursuant to this Section 2.19 in whole, and not in part, with respect to any Securitization Trust. If the Seller exercises its purchase option pursuant to this Section 2.19, upon deposit of an amount equal to the Receivables Balance of such purchased Receivables into the Note Payment Account and any termination payments required to be made pursuant to any Swap Agreements, the Indenture Trustee shall release the lien of this Indenture with respect to such purchased Receivables.  If the Seller exercises this option, the option shall expire with respect to the Aggregate Receivables existing on such Option Purchase Date; provided, however, that the Seller shall have the option to purchase up to three percent (3%) of any Additional Receivables sold to the Issuer following such Option Purchase Date.

Section 2.20    Hedge Agreements

(a)On or prior to the Initial Funding Date, the Issuer, shall have entered into and, after the Initial Funding Date, may further enter into one or more Hedge Agreements with respect to the Notes.  The Issuer hereby requests that the Hedge Enforcement Party, and the Hedge Enforcement Party hereby agrees to, execute and deliver any such Hedge Agreements on behalf of the Issuer, as owner thereof (for the benefit of the Noteholders) and exercise the rights, perform the obligations and make the representations of the Issuer thereunder, solely in its capacity as Hedge Enforcement Party on behalf of the Issuer and not in its individual capacity. The parties hereto agree that the Hedge Enforcement Party shall have no obligation to take any action under any Hedge Agreement without direction to do so unless such action is specifically set forth in this Section 2.20. Further, the parties hereto also agree that the Indenture Trustee shall have no obligation to take any action under the Hedge Agreement.

(b)As of the effective date of each Hedge Agreement, the related Hedge Provider shall have credit ratings at least equal to (i) a short-term unsecured and unsubordinated debt rating of “A-2” from S&P, or if such Hedge Provider does not have a short-term unsecured and unsubordinated debt rating from S&P, a long-term unsecured and unsubordinated debt rating or counterparty rating of “BBB+” from S&P and (ii) a long-term unsecured and unsubordinated debt rating of “BBB-” from Fitch. In addition, each Hedge Agreement entered into with respect to which Wells Fargo Bank, N.A. is not the Hedge Provider, if any, shall satisfy, in all respects, the “Revised Framework for Applying Counterparty and Supporting Party Criteria,” published by S&P on May 8, 2007, as supplemented by “Methodology And Assumptions: Update And Clarification To Counterparty Criteria For Interest Rate Swap Counterparties In 'AAA' Rated Transactions”, published by S&P on April 1, 2009 or any more recent publications released by S&P updating such criteria.

(c)The Indenture Trustee shall, prior to the applicable effective date of any Hedge Agreement, establish a segregated trust account in accordance with Section 2.09 that shall be designated as a Hedge Account, at such financial institution as necessary to ensure that the Hedge Account is at all times an Eligible Account or a sub-account of an Eligible Account, in its name, as Indenture Trustee, bearing a designation clearly indicating that such account and all funds deposited therein are held for the exclusive benefit of the Noteholders, over which the Indenture Trustee shall have exclusive control and the sole right of withdrawal, and in which neither the Issuer nor any other Person shall have any legal or beneficial interest.

(d)If a Hedge Provider is required to deliver Posted Collateral to the Indenture Trustee under the applicable Hedge Agreement, within one (1) Business Day of receipt of such Posted Collateral, the Indenture Trustee shall deliver written notice to the Seller, the Agent and the Noteholders that Posted Collateral has been delivered. Such written notice shall include such Hedge Provider's calculations with respect to the “Delivery Amount”, the “Return Amount” and the “Credit Support Amount” (as such terms or terms of substantially similar import are defined in the applicable Hedge Agreement) to the extent such calculations are received by the Indenture Trustee. Upon a finding by the Agent (in its sole and absolute discretion) that a Hedge Provider has not delivered adequate Posted Collateral as required under the applicable Hedge Agreement, the Agent shall direct the Indenture Trustee to carry out its rights, remedies and obligations on behalf of the “Secured Party” (as such term or terms of substantially similar import are defined in such Hedge Agreement) as set forth in such Hedge Agreement.

With respect to any applicable Hedge Agreement, the Indenture Trustee is hereby directed to perform the obligations of the “Custodian” (as defined under the applicable credit support annex) (the “Posted Collateral Custodian”). Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall apply to the performance of its duties and satisfaction of its obligations under such Hedge Agreement with respect to the applicable credit support annex.  On or before the Initial Funding Date, to the extent the Indenture Trustee enters into a Hedge Agreement pursuant to this Section 2.20 and such Hedge Agreement requires that the parties thereto post collateral from time to time, the Indenture Trustee, as Posted Collateral Custodian, shall establish a Posted Collateral Account (the “Posted Collateral Account”). The Posted Collateral Custodian shall credit to the Posted Collateral Account all Posted Collateral posted by an applicable Hedge Provider to secure the obligations of such Hedge Provider in accordance with the terms of the applicable Hedge Agreements. Except for investment earnings, such Hedge Provider shall not have any legal, equitable or beneficial interest in the Posted Collateral Account other than in accordance with this Indenture, the applicable Hedge Agreements and applicable law. The Posted Collateral Custodian shall maintain and apply all collateral and earnings thereon on deposit in the Posted Collateral Account in accordance with the terms and provisions of the credit support annex under the applicable Hedge Agreement.  All amounts earned on amounts on deposit in the Posted Collateral Account (whether cash collateral or securities) shall be for the account of and taxable to the applicable Hedge Provider.

Upon the occurrence of an “Event of Default” where a Hedge Provider is the “Defaulting Party” (each such term, as defined in the applicable Hedge Agreement) and the designation of an “Early Termination Date” (as defined in the applicable Hedge Agreement) as a result of such “Event of Default”, any collateral posted by a Hedge Provider in accordance with the terms and provisions of the credit support annex under the applicable Hedge Agreement shall be applied in accordance with the terms and provisions of such credit support annex. Any excess amounts held in such Posted Collateral Account after payment of all amounts owing to “Party B” under such Hedge Agreement shall be withdrawn from the Posted Collateral Account and paid to the applicable Hedge Provider in accordance with the terms and provisions of the credit support annex under such Hedge Agreement.

(e)Subject to the remaining terms of this Section 2.20(e), during the Funding Period, at the direction of the Issuer and subject to the prior written consent of the Agent (in its sole and absolute discretion), the Hedge Enforcement Party shall exercise its right in accordance with the terms and provisions of the applicable Hedge Agreement to amend the notional schedule of such Hedge Agreement in order to increase or reduce the notional amount thereof.  Upon the occurrence of a Partial Redemption, at the direction of the Issuer, the Hedge Enforcement Party shall exercise its right in accordance with the terms and provisions of the applicable Hedge Agreement to amend the notional schedule of such Hedge Agreement in order to reduce the notional amount thereof by the amount required under such Hedge Agreement.  Upon the occurrence and continuance of an Early Amortization Event of which a Responsible Officer of the Indenture Trustee shall have actual k

nowledge, the Hedge Enforcement Party (at the direction of the Administrator) shall exercise its right in accordance with the terms and provisions of the applicable Hedge Agreement to amend the notional schedule of such Hedge Agreement in order to reduce the notional amount thereof by the amount required in such Hedge Agreement.  Following any such increase or reduction of the notional amount under any such Hedge Agreement, the Indenture Trustee shall notify the Agent, the Noteholders and the Hedge Providers in writing of the amount of increase or reduction in the notional amount under the applicable Hedge Agreement.

(f)Subject to Section 4.01(s), upon the occurrence of (i) any “Event of Default” under any Hedge Agreement arising from any action taken, or failure to act, by the related Hedge Provider and with respect to which such Hedge Provider is the “Defaulting Party” (each quoted term in this clause (i) as defined in such Hedge Agreement), or (ii) any “Termination Event” under such Hedge Agreement with respect to which the related Hedge Provider is an “Affected Party” (each quoted term in this clause (ii) as defined in such Hedge Agreement), the Indenture Trustee may and shall, at the direction of Majority Noteholders by notice to such Hedge Provider and the Indenture Trustee, designate the occurrence of the termination of such Hedge Agreement.

In the event that a Hedge Provider fails to perform any of its obligations under the applicable Hedge Agreement (including, without limitation, its obligation to make any payment or transfer collateral), or breaches any of its representations and warranties thereunder, or in the event that such Hedge Agreement is terminated in accordance with the terms and provisions of this Section 2.20(f), the Hedge Enforcement Party shall, promptly following notice of such failure, breach or event, notify the Issuer and send any notices and make any demands, on behalf of and at the direction the Issuer, required to enforce the rights of the Issuer under such Hedge Agreement; provided, however, that notwithstanding the foregoing, upon the occurrence of an “Event of Default” under such Hedge Agreement (as defined in such Hedge Agreement) as a result of the insolvency or bankruptcy of such Hedge Provider, upon receipt of notice from any Noteholder, the Agent, the Issuer, the Depositor or the Seller of such insolvency or bankruptcy, the Hedge Enforcement Party shall terminate such Hedge Agreement.

(g)Each Swap Agreement and this Indenture explicitly provide that in the event that any termination payment is required to be made by the Issuer to a Swap Provider, due to either an “Event of Default” of such Swap Agreement (i) with respect to which such Swap Provider is the “Defaulting Party” (as defined in such Swap Agreement) or (ii) with respect to a “Termination Event” other than “Illegality” or “Tax Event” (each such term as defined in such Swap Agreement) with respect to which such Swap Provider is the sole “Affected Party” (as defined in such Swap Agreement), such termination payment shall be a “Defaulted Swap Termination Payment” payable on a subordinate basis to the rights of the Noteholders in accordance with Section 2.10(c).

(h)Notwithstanding anything contained herein to the contrary, in the event that a Hedge Agreement is terminated due to an “Event of Default” or “Termination Event” (each as defined in such Hedge Agreement), any and all amounts paid by the applicable Hedge Provider to the Issuer representing termination payments under such Hedge Agreement shall be remitted to the Hedge Account and shall be used by the Hedge Enforcement Party, on behalf of and the direction of the Issuer (for the benefit of the Noteholders), to enter into one or more replacement Hedge Agreements with a related Hedge Provider that at least meets the requirements for a replacement Hedge Provider as set forth under the applicable Hedge Agreement and Section 2.20(b) hereunder, and subject to the prior written consent of the Majority Noteholders. To the extent that such termination payments owed by the related Hedge Provider under such terminated Hedge Agreement, if any, exceed the costs of entering into the replacement Hedge Agreements, such excess amounts shall be become part of Available Funds to be distributed in accordance with Section 2.10(c) on the immediately following Payment Date.

Any amounts received from a replacement Hedge Provider in consideration for entering into a replacement Hedge Agreement for a terminated Hedge Agreement shall be remitted by the Hedge

Enforcement Party directly to such terminated Hedge Provider; provided, however, that any such remittance to such terminated Hedge Provider shall not exceed the amounts, if any, owed to such Hedge Provider under such terminated Hedge Agreement.  To the extent not fully paid from amounts received from a replacement Hedge Provider, any termination payment owed by the Issuer to a terminated Hedge Provider pursuant to a terminated  Hedge Agreement shall be payable to such Hedge Provider on each following Payment Date in accordance with Section 2.10(c). To the extent that any amounts received from a replacement Hedge Provider in consideration for entering into a replacement Hedge Agreement exceed any required termination payments (or if there are no termination payments), such amounts in excess of the required termination payments shall become part of Available Funds to be distributed in accordance with Section 2.10(c) on the immediately following Payment Date. 

(i)The Noteholders (by acceptance of their Notes) acknowledge and agree that (i) the Hedge Enforcement Party shall execute and deliver any Hedge Agreement on behalf of the Issuer, (ii) the Hedge Enforcement Party shall exercise the rights, perform the obligations and make the representations of the Issuer thereunder, solely in its capacity as Hedge Enforcement Party on behalf of the Issuer and not in its individual capacity, (iii) under no circumstances shall the Hedge Enforcement Party in its individual capacity be personally liable for the payment on any indebtedness or expense or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under any Hedge Agreement, (iv) the Hedge Enforcement Party shall receive specific direction to take any action under any Hedge Agreement, other than any action specifically set forth herein and (v) that all amounts payable to any Hedge Provider pursuant to any Hedge Agreement are obligations of the Issuer, payable from the Trust Estate subject to the terms of this Indenture. Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Hedge Enforcement Party shall apply to the the Hedge Enforcement Party's execution of any Hedge Agreement, and the performance of its duties and satisfaction of its obligations thereunder.

(j)Quoted terms and defined terms used in this Section 2.20 but not defined herein have the meanings set forth in the applicable Hedge Agreements.

ARTICLE III

SATISFACTION AND DISCHARGE

Section 3.01.    Satisfaction and Discharge of Indenture.

This Indenture shall cease to be of further effect except as to (i) any surviving rights herein expressly provided for, including any rights of transfer or exchange of Notes herein expressly provided for, (ii) in the case of clause (1)(B) below, the rights of the Noteholders hereunder to receive payment of the Note Principal Balance of and interest on the Notes and any other rights of the Noteholders hereunder, and (iii) the provisions of Section 3.02 herein, when:

(1)either: (A) all Notes theretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.06 and (ii) Notes for which payment of money has theretofore been deposited in the Note Payment Account by the Indenture Trustee and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 5.10) have been delivered to the Note Registrar for cancellation; or (B) all such Notes not theretofore delivered to the Note Registrar for cancellation (i) have become due and payable, or (ii) will become due and payable on the next Payment Date, and in the case of clause (B)(i) or (B)(ii) above, cash in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Note Registrar for cancellation or sufficient to pay the Note Principal Balance thereof and any interest thereon accrued to the date of such deposit (in the case of Notes which have become due and payable) or to the end of the Accrual Period for the next Payment Date has been deposited with the Indenture Trustee as trust funds in trust for these purposes;

(2)the Issuer has paid or caused to be paid all other sums payable or reasonably expected to become payable by the Issuer to the Indenture Trustee and each of the Secured Parties (including amounts payable to any Hedge Provider); and

(3)the Issuer has delivered to the Indenture Trustee an Officer's Certificate of the Issuer stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the foregoing, (a) the obligations of the Issuer to the Indenture Trustee under Section 5.04 hereof, (b) the obligations of the Indenture Trustee to the Noteholders under Section 3.02 hereof, and (c) the obligations of the Issuer under Section 2.16(a) hereof shall survive satisfaction and discharge of this Indenture.

Section 3.02.    Application of Trust Money.

Subject to the provisions of Sections 2.09, 2.10, 2.15, 5.10 and 7.01, all Cash deposited with the Indenture Trustee pursuant to Section 3.01 shall be held in the Note Payment Account and applied by the Indenture Trustee, in accordance with the provisions of the Notes and this Indenture to pay the Persons entitled thereto.

ARTICLE IV

EVENTS OF DEFAULT; REMEDIES

Section 4.01.    Events of Default.

“Event of Default” wherever used herein with respect to the Notes, 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):

(a)(i) any failure to pay any interest (other than interest payable pursuant to Section 2.10(c)(viii)(D) and 2.10(c)(viii)(E)) on any Note when the same shall be due and payable in accordance with the terms and provisions of this Indenture, without regard to Available Funds, or (ii) any failure to pay all accrued and unpaid interest on or the outstanding principal balance of the Notes in full in accordance with the terms and provisions of this Indenture on the Stated Maturity Date, without regard to Available Funds; or

(b)any failure by the Issuer, the Seller or the Servicer to make (or cause to be made) any payment, transfer or deposit of, or deliver (or cause to be delivered) to, the Indenture Trustee (i) any Advance Reimbursement Amounts when required to be so delivered under the terms of this Indenture or any of the other Transaction Documents, (ii) the Repurchase Price in accordance with the terms and provisions of Section 6.02 of the Receivables Purchase Agreement when required to be so delivered under the terms of this Indenture or any of the other Transaction Documents and a continuation of such failure under this clause (ii) for a period of ten (10) days after the earlier of (A) actual discovery by an officer of the Issuer, Depositor, the Servicer or the Seller, as applicable, of such failure and (B) there shall have been given to the Issuer by the Indenture Trustee, or to the Issuer and the Indenture Trustee by any Noteholder, a written or electronic notice specifying such failure and requiring it to be remedied; or (iii) any fees, expenses, proceeds, payments or amounts (other than as set forth in clauses (i) and (ii) immediately above) when required to be so delivered under the terms of this Indenture or any of the other Transaction Documents and a continuation of such failure under this clause (iii) for a period of three (3) Business Days after there shall have been given to the Issuer by the Indenture Trustee, or to the Issuer and the Indenture Trustee by any Noteholder, a written notice specifying such failure and requiring it to be remedied; or

(c)any failure on the part of the Issuer, the Depositor, the Servicer or the Seller duly to observe o

r perform any covenants or agreements of it in any of the Transaction Documents in any material respect and such failure continues for a period of five (5) days after the earlier of (i) the date on which such party receives written or electronic notice of such failure to observe or perform from the Indenture Trustee or any Noteholder and (ii) the date on which an officer of such party has actual knowledge of such failure to observe or perform; or

(d)the entry of a decree or order for relief by a court or agency or supervisory authority having jurisdiction in respect of the Issuer, the Depositor, the Servicer or the Seller for the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings for the Issuer, the Depositor or the Seller or of any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer, the Depositor or the Seller and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(e)the Issuer, the Depositor, the Servicer or the Seller shall voluntarily commence liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Depositor or the Seller or of or relating to all or substantially all of its property; or the Issuer, the Depositor or the Seller shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make a general assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or

(f)the Issuer or the Trust Estate shall have become subject to registration as an “investment company” within the meaning of the 1940 Act; or

(g)(i) the Issuer shall fail to own the Trust Estate free and clear of liens other than Permitted Liens or the Indenture Trustee shall fail to have a first priority perfected security interest in the Trust Estate; or (ii) Nationstar has taken any action to impair the lien or rights of the Indenture Trustee or to cause the Issuer's funding of the Receivables to be characterized as a financing rather than a true sale for purposes of bankruptcy or similar laws; or

(h)the Depositor sells, transfers, pledges or otherwise disposes of any of the Trust Certificates, whether voluntarily or by operation of law, foreclosure or other enforcement by a Person of its remedies against the Depositor, except to a wholly-owned subsidiary of Nationstar; or

(i)the Servicer fails to deposit any collections in respect of the Mortgage Loans to the related Collection Account (except with respect to Advance Reimbursement Amounts deposited to the Reimbursement Account or Servicing Compensation that is not Legacy Deferred Servicing Fees, in each case as permitted by the terms of any related Servicing Contract), subject to any cure period as required by the terms of the related Servicing Contract; or

(j)the Servicer issues disbursement instructions to a Securitization Trustee or otherwise withdraws funds from a Collection Account, except as expressly authorized by the provisions of the Servicing Contracts and the Transaction Documents; or

(k)the Collateral Coverage Requirement is not satisfied as of the close of business on any date and such failure is not remedied within five (5) Business Days of such date; provided, however, that if such failure results solely from Receivables no longer being Eligible Receivables due to a breach of a representation or warranty in the Receivables Purchase Agreement, such failure shall become an Event of Default only upon the Seller not having repurchased such Receivables in accordance with the terms and provisions of Section 6.02 of the Receivables Purchase Agreement;

(l)any representation or warranty made by or on behalf of the Issuer, the Depositor, the Seller, the Servicer or by any officer of the foregoing under or in connection with any Transaction Document (other than any representation or warranty as to Receivables in the Receivables Purchase Agreement) or under or in connection with any report, certificate, or other document delivered to the Agent, the Indenture Trustee or the Noteholders pursuant to any Transaction Document shall have been incorrect or misleading in any material respect when made and the same remains unremedied for a period of five (5) days after the earlier t

o occur of (i) actual discovery by a Responsible Officer of the Issuer, Depositor, the Servicer, the Seller as applicable or (ii) the date on which written or electronic notice of such failure shall have been given by the Indenture Trustee or any Noteholder; or

(m)(i) any material provision of any Transaction Document shall at any time for any reason (other than pursuant to the express terms thereof) cease to be valid and binding on or enforceable against the Issuer, the Depositor, the Seller, the Servicer or any of their respective Affiliates intended to be a party thereto, (ii) the validity or enforceability of any Transaction Document shall be contested by the Issuer, the Depositor, the Seller, the Servicer or any of their respective Affiliates, (iii) a proceeding shall be commenced by the Issuer, the Depositor, the Seller, the Servicer or any of their respective Affiliates or any Governmental Authority having jurisdiction over the Issuer, the Depositor, the Seller, the Servicer or any of their respective Affiliates, seeking to establish the invalidity or unenforceability of any Transaction Document, or (iv) the Issuer, the Depositor, the Seller, the Servicer or any of their respective Affiliates shall deny in writing that it has any liability or obligation to be created under any Transaction Document; or

(n) a Change of Control shall have occurred without the consent of the Agent (such consent not to be unreasonably withheld), or Nationstar shall cease to own 100% of the equity interest in the Depositor or the Depositor shall cease to own 100% of the Trust Certificates; or

(o)the Seller, the Depositor, the Issuer or any of their respective Subsidiaries shall default under, or fail to perform as required under, or shall otherwise materially breach the terms of any instrument, agreement or contract between the Seller, the Depositor, the Issuer or any of their respective Subsidiaries on the one hand and the Agent or any of its Affiliates on the other hand; or the Seller, the Depositor, the Issuer or any of their respective Subsidiaries shall fail to make any payment in excess of $250,000 (whether of principal or interest or otherwise), or otherwise default under, or fail to perform as requested under, or materially breach the terms of any purchase agreement, repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds in an aggregate principal amount exceeding $10,000,000 entered into by the Seller, the Depositor, the Issuer or any of their respective Subsidiaries on the one hand and any third party on the other hand, which default or failure involves the failure to pay a matured obligation or entitles any party to require acceleration or prepayment of any indebtedness thereunder; or

(p)the occurrence of any event that has a material adverse effect on (a) the property, business, operations or financial condition of the Seller, the Depositor or the Issuer, (b) the ability of the Seller, the Depositor or the Issuer to perform its obligations under any of the Transaction Documents to which it is a party, (c) the validity or enforceability of any of the Transaction Documents, (d) the rights and remedies of the Agent or the Noteholders under any of the Transaction Documents, (e) the timely payment of amounts payable under the Transaction Documents or (f) the Receivables, in each case as determined by the Agent in its reasonable discretion; or

(q)any failure to comply with any of the Servicing Standards which is not cured within two (2) Business Days, (other than with respect to items (iv), (v) or (vi) of Section 9.04 of the Receivables Purchase Agreement), or thirty (30) days with respect to items (iv), (v) or (vi) of Section 9.04 of the Receivables Purchase Agreement, after Nationstar is notified by the Indenture Trustee or any Noteholder of, or a Responsible Officer of Nationstar has actual knowledge of, such occurrence; or

(r)the Administrator, as the Issuer's agent, shall fail to use commercially reasonable efforts, in the reasonable determination of the Agent, to refinance the Notes within the 30 days prior to and including the Stated Maturity Date or at any time after the termination of the Funding Period and such default shall continue for a period of fifteen (15) days; or

(s)(i) any failure by any Hedge Provider to make any payment required to be made by it under the applicable Hedge Agreement or (ii) any Hedge Provider is terminated under the related Hedge Agreement and, with respect to clauses (i) and (ii) above, the Issuer shall have failed to replace such Hedge Provider with a replacement Hedge Provider acceptable to the Majority Noteholders within ten (10) Business Days after the date of such failure;

(t)the Servicer fails to deliver any Funding Date Report, Monthly Servicer Report or Payment Date Report required to be delivered hereunder, the Servicer has received notice of such failure from the Agent, the Indenture Trustee, any Note Purchaser or any Noteholder and such failure is not remedied within five (5) Business Days; or

(u)any person shall be appointed as Independent Manager of the Depositor without the written acknowledgement by the Agent that such person conforms, to the reasonable satisfaction of the Agent, to the criteria set forth in the definition of Independent Manager.

Section 4.02.    Acceleration of Maturity; Rescission and Annulment.

If an Event of Default under any of Sections 4.01(a) through (c) or Sections 4.01(f) through (u) should occur and be continuing, then and in every such case the Indenture Trustee shall, at the direction of the Agent, acting with the consent of the Controlling Class Required Noteholders, declare all of the Notes to be immediately due and payable in full, by a notice in writing to the Issuer and any Swap Provider, and upon any such declaration the unpaid Note Principal Balance of such Notes, together with all accrued but unpaid interest thereon through the date of acceleration, shall become immediately due and payable in full. If an Event of Default specified in Section 4.01(d) or (e) occurs, the unpaid Note Principal Balance of the Notes, together with all accrued interest thereon through the date of acceleration, shall automatically become due and payable in full without any declaration or other act on the part of the Agent, the Indenture Trustee or any Noteholder.

At any time after such declaration of acceleration has been made and before a judgment or decree for payment of the money due in respect of the Notes has been obtained by the Indenture Trustee as hereinafter provided in this Section 4.02, the Agent, acting with the consent of the Required Noteholders, by written notice to the Issuer, to the Indenture Trustee and to any Hedge Provider and to the Indenture Trustee, may rescind and annul such declaration and its consequences if:

(a)the Issuer has paid or deposited with the Indenture Trustee to the Note Payment Account a sum sufficient to pay:

(i)all payments of principal of and accrued but unpaid interest on the Notes through the date of such declaration and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and

(ii)all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and counsel, in each case incurred in connection with such Event of Default; and

(iii)any and all amounts then due and payable to the Hedge Providers; and

(b)all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by virtue of such acceleration, have been cured or waived as provided in Section 4.12.

No such rescission and annulment shall affect any subsequent default or impair any right consequent thereto.

Section 4.03.    Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.

(a)If the Issuer fails to pay all amounts due upon an acceleration of the Notes under Section 4.02 forthwith upon demand and such declaration and its consequences shall not have been rescinded and annulled, the Indenture Trustee, in its capacity as Indenture Trustee and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Issuer or any other obligor upon such Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the Trust Estate, wherever situated, or may institute and prosecute such non-judicial proceedings in lieu of judicial proceedings as are then permitted by applicable law.

(b)If an Event of Default occurs and is continuing, the Indenture Trustee may, in its discretion, p

roceed to protect and enforce its rights and the rights of the Noteholders by such appropriate proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.

(c)In case (x) there shall be pending, relative to the Issuer or any Person having or claiming an ownership interest in the Trust Estate, proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, (y) a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or shall have taken possession of the Issuer or its property or such Person or (z) there shall be pending a comparable judicial proceeding brought by creditors of the Issuer or affecting the property of the Issuer, the Indenture Trustee, irrespective of whether the principal of or interest on any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 4.03, shall be entitled and empowered, by intervention in such proceedings or otherwise:

(i)to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective attorneys, and for reimbursement of all reasonable expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of willful misconduct, negligence or bad faith of the Indenture Trustee) and of the Noteholders allowed in such proceedings;

(ii)unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders in any election of a trustee, a standby trustee or Person performing similar functions in any such proceedings;

(iii)to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their and its behalf; and

(iv)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 Indenture Trustee or the Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective attorneys, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of willful misconduct, negligence or bad faith of the Indenture Trustee or predecessor Indenture Trustee.

(d)Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any related Noteholder or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

(e)In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholder a party to any such proceedings.

(f)In the event that the Indenture Trustee, following an Event of Default hereunder institutes proceedings to foreclose on the Trust Estate, the Indenture Trustee shall promptly give a notice to that effect to each Noteholder and each Hedge Provider.

(g)All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its counsel, be for the ratable benefit of the Noteholders in respect of which such judgment has been recovered, subject to the payment priorities of Section 2.10.

Section 4.04.    Remedies.

If an Event of Default has occurred and is continuing, and the Notes have been declared due and payable pursuant to Section 4.02 hereof and such declaration and its consequences have not been rescinded and annulled, upon five (5) days' prior notice to each other Secured Party, the Indenture Trustee may do one or more of the following:

(a)institute, or cause to be instituted, Proceedings for the collection of all amounts then payable on or under this Indenture with respect to the Notes, whether by declaration of acceleration or otherwise, enforce any judgment obtained, and collect from the Trust Estate moneys adjudged due;

(b)sell, or cause to be sold, the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by applicable law; provided, however, that the Indenture Trustee shall give the Issuer written notice of any private sale called by or on behalf of the Indenture Trustee pursuant to this Section 4.04(b) at least ten (10) days prior to the date fixed for such private sale;

(c)institute, or cause to be instituted, Proceedings from time to time for the complete or partial foreclosure with respect to the Trust Estate;

(d)exercise, or cause to be exercised, any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee or the Holders of the Notes hereunder; and

(e)maintain possession of the Trust Estate and, in its own name or in the name of the Issuer or otherwise, collect and otherwise receive in accordance with this Indenture any money or property at any time payable or receivable on account of or in exchange for any of the Collateral; provided, however, that the Indenture Trustee shall not, unless required by law, sell or otherwise liquidate all or any portion of the Trust Estate following any Event of Default except in accordance with Section 4.15.

Section 4.05.    Application of Money Collected.

Any money collected by the Indenture Trustee pursuant to this Article IV shall be deposited in the Note Payment Account and, on each Payment Date, shall be applied in accordance with Section 2.10 hereof and, in case of the distribution of such money on account of the principal of or interest on the Notes, upon presentation and surrender of the Notes if fully paid.

Section 4.06.    Limitation on Suits.

Except as provided in Section 4.07, no Noteholder shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(1)such Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default;

(2) the Controlling Class Majority Noteholders shall have made written request to the Indenture Trustee to institute proceedings in respect of such Event of Default in its own name as Indenture Trustee hereunder;

(3)such Noteholder or Noteholders have offered to the Indenture Trustee adequate indemnity or security satisfactory to the Indenture Trustee against the costs, expenses and liabilities to be incurred in compliance with such request;

(4)the Indenture Trustee for 60 days, after its receipt of such notice, request and offer of indemnity or security satisfactory to it, has failed to institute any such proceeding;

(5)no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Controlling Class Majority Noteholders; and

(6)an Event of Default shall have occurred and be continuing; it being understood and intended that no one or more of such Noteholders shall have any right in any manner whatever by virtue of, or by availing itself or themselves of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Noteholders, or to obtain or to seek to obtain priority or preference over any other of such Noteholders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Noteholders. Subject to the foregoing restrictions, the Noteholders may exercise their rights under this Section 4.06 independently.

Section 4.07.    Unconditional Right of Noteholders to Receive Principal and Interest.

Notwithstanding any other provision in this Indenture, following the Stated Maturity Date, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payments of interest, principal and other amounts then due on such Note (subject to Section 2.10) and to institute suit for the enforcement of any such payment (subject to Section 4.06), and such rights shall not be impaired without the consent of such Noteholder, unless a non-payment has been cured pursuant to Section 4.02. The Issuer shall, however, be subject to only one consolidated lawsuit by the Noteholders, or by the Indenture Trustee on behalf of the Noteholders, for any one cause of action arising under this Indenture or otherwise.

Section 4.08.    Restoration of Rights and Remedies.

If the Indenture Trustee or any Noteholder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued, waived, rescinded or abandoned for any reason, or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in every such case, subject to any determination in such proceeding, the Issuer, the Indenture Trustee and the Noteholders shall be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such proceeding had been instituted.

Section 4.09.    Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.06, no right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders 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.

Section 4.10    Delay or Omission Not Waiver.

No delay or omission of the Indenture Trustee, or any Noteholder 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 Indenture or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, to the extent permitted by applicable law, by the Indenture Trustee or the Noteholders, as the case may be.

Section 4.11.Control by Noteholders.

The Majority Noteholders shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee; provided, that such direction shall not be in conflict with any rule of law or with this Indenture or involve the Indenture Trustee in personal liability; provided, further, that the Indenture Trustee may take any other action deemed proper by the Indenture Trustee which is not inconsistent with such direction. Notwithstanding the foregoing, the Noteholders will not be required to provide, and the Indenture Trustee will not be required to obtain, a Tax Opinion in the case of a direction by the Noteholders to the Indenture Trustee, following an Event of Default, to realize upon the Trust Estate by liquidating the Collateral or otherwise.

Section 4.12.    Waiver of Past Defaults.

Prior to acceleration or the Stated Maturity Date of the Notes, the Controlling Class Required Noteholders may, on behalf of the Noteholders of all the Notes, waive any past default hereunder and its consequences, except a default:

(1)in the payment of principal of or interest on any Note, which waiver shall require the waiver by Noteholders holding 100% in aggregate Note Principal Balance of the Outstanding Notes affected;

(2)in respect of a covenant or provision hereof which under Article VIII cannot be modified or amended without the consent of the Holder of each Outstanding Note affected, which waiver shall require the waiver by each Holder of an Outstanding Note affected;

(3)depriving the Indenture Trustee or any Noteholder of a lien or the benefit of a lien, as the case may be, upon any part of the Trust Estate, which waiver shall require the consent of the Indenture Trustee or such Noteholder, as the case may be; or

(4)depriving the Indenture Trustee of any fee, reimbursement for any expense incurred, or any indemnification to which the Indenture Trustee is entitled, which waiver shall require the consent of the Indenture Trustee.

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 extend to any subsequent or other default or impair any right consequent thereon; provided, that no such waiver shall restore any Hedge Agreement which has terminated pursuant to its terms. Any costs or expenses incurred by the Indenture Trustee in connection with such acceleration and prior to such waiver shall be reimbursable to the Indenture Trustee in accordance with Section 2.10(c).

Section 4.13.    Undertaking for Costs.

All parties to this Indenture agree, and each Noteholder by its acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such

suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees and expenses based on time expended, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Issuer, or to any suit instituted by the Indenture Trustee, or to any suit instituted by any Noteholder, or group of Noteholders, holding in the aggregate at least 25% in aggregate Note Principal Balance of Outstanding Notes or to any suit instituted by any Noteholder for the enforcement of the payment of the principal of or interest on any Note on or after the Stated Maturity Date of such Note.

Section 4.14    Waiver of Stay or Extension Laws.

The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim to take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of such law and covenants that it will not hinder, delay or impede the exercise of any power herein granted to the Indenture Trustee and any Hedge Provider, but will suffer and permit the exercise of every such power as though no such law had been enacted.

Section 4.15.    Sale of Trust Estate.

(a)The power to effect any public or private sale of any portion of the Trust Estate pursuant to Section 4.04 hereof shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until either the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid. The Indenture Trustee may from time to time postpone any sale by public announcement made at the time and place of such sale. The Indenture Trustee hereby expressly waives its right to any amount fixed by law as compensation for any such sale but such waiver does not apply to any amounts to which the Indenture Trustee is otherwise entitled under Section 5.04 of this Indenture.

(b)The Indenture Trustee shall not sell the Trust Estate, or any portion thereof, unless:

(i)the Agent, with the consent and on behalf of the Controlling Class Required Noteholders and each Swap Provider consents to, or directs the Indenture Trustee to make, such sale; or

(ii)the proceeds of such sale would be not less than the entire amount which would be payable to the Holders of the Notes, in full payment thereof, and all amounts payable including termination payments, to all Hedge Providers in accordance with Section 4.05, on any date following the date of such sale, together with all other amounts due under this Indenture.

•The foregoing provisions of this Section 4.15 shall not preclude or limit the ability of the Indenture Trustee to purchase all or any portion of the Trust Estate at any sale, public or private, and the purchase by the Indenture Trustee of all or any portion of the Trust Estate at any sale shall not be deemed a sale or disposition thereof for purposes of this Section 4.15(b).

(c)Unless the Holders of all Outstanding Notes have otherwise consented or directed the Indenture Trustee, at any sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than the amount described in paragraph (ii) of subsection (b) of this Section 4.15 has not been established by the Indenture Trustee and no Person bids an amount equal to or greater than such amount, the Indenture Trustee shall in accordance with paragraph (ii) of subsection (d) of this Section 4.15 bid an amount at least $1.00 more than the highest other bid in order to preserve the Trust Estate.

(d)In connection with a sale of all or any portion of the Trust Estate:

(i)any Holder or Holders of Notes may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain and possess and dispose of such property, without further accountability, and may, in paying the purchase money therefor, deliver any

Outstanding Notes or claims for interest thereon in lieu of cash up to the amount which shall, upon distribution of the net proceeds of such sale, be payable thereon, and such Notes, in case the amounts so payable thereon shall be less than the amount due thereon in accordance with Section 2.10(c), shall be returned to the Holders thereof after being appropriately stamped to show such partial payment;

(ii)the Indenture Trustee may bid for and acquire the property offered for sale in connection with any sale thereof, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross sale price against the sum of (A) the amount which would be distributable to the Holders of the Notes as a result of such sale in accordance with Section 4.05 on the Payment Date next succeeding the date of such sale and (B) the expenses of the sale and of any Proceedings in connection therewith which are reimbursable to it, without being required to produce the Notes in order to complete any such sale or in order for the net sale price to be credited against such Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with the provisions of this Indenture;

(iii)the Indenture Trustee shall execute and deliver, without recourse, an appropriate instrument of conveyance transferring its interest in any portion of the Trust Estate in connection with a sale thereof;

(iv)the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer's interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; and

(v)no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys.

Section 4.16.    Action on Notes.

The Indenture Trustee's right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate.

ARTICLE V

THE INDENTURE TRUSTEE

Section 5.01.    Certain Duties and Responsibilities.

The Issuer hereby irrevocably constitutes and appoints the Indenture Trustee and any Responsible Officer thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in place and stead of the Issuer and in the name of the Issuer or in its own name or in the name of a nominee, from time to time in the Indenture Trustee's discretion, for the purpose of enforcing the rights, powers and remedies of the Issuer under the Receivables Purchase Agreement and to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Indenture and the Receivables Purchase Agreement, all as set forth in this Indenture.

(a)The rights, duties and liabilities of the Indenture Trustee in respect of this Indenture shall be as follows:

(i)The Indenture Trustee shall have the full power and authority to do all things not inconsistent with the provisions of this Indenture that it may deem advisable in order to enforce the provisions hereof or to take any action with respect to a default or an Event of Default hereunder, or to institute, appear in or defend any suit or other proceeding with respect hereto, or to protect the

interests of the Noteholders. The Indenture Trustee shall not be answerable or accountable except for its own bad faith, willful misconduct or negligence. The Issuer shall prepare and file or cause to be filed, at the Issuer's expense, a UCC Financing Statement, describing the Issuer as debtor, the Indenture Trustee as secured party and the Trust Estate as the collateral, in all appropriate locations promptly following the initial issuance of the Notes, and the Issuer shall prepare and file at each such office, continuation statements with respect thereto, in each case within six months prior to each fifth anniversary of the original filing. The Issuer is hereby authorized and obligated to make, at the expense of the Issuer, all required filings and refilings of which the Issuer becomes aware, necessary to preserve the liens created by this Indenture to the extent not done by the Issuer as provided herein. The Indenture Trustee shall not be required to take any action to exercise or enforce the trusts hereby created which, in the opinion of the Indenture Trustee, shall be likely to involve expense or liability to the Indenture Trustee, unless the Indenture Trustee shall have received an agreement satisfactory to it in its sole reasonable discretion to indemnify it against such liability and expense. Except as otherwise expressly provided herein, the Indenture Trustee shall not be required to ascertain or inquire as to the performance or observance of any of the covenants or agreements contained herein, or in the Receivables Purchase Agreement or in any other instruments to be performed or observed by the Issuer or any party to the Receivables Purchase Agreement.

(ii)Subject to the other provisions of this Article V, the Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders, or other instruments furnished to the Indenture Trustee that are specifically required to be furnished pursuant to any provisions of this Indenture, shall examine them to determine whether they are on their face in the form required by this Indenture to the extent expressly set forth herein. If any such instrument is found on its face not to conform to the requirements of this Indenture in a material manner, the Indenture Trustee shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Indenture Trustee's reasonable satisfaction, the Indenture Trustee will provide notice thereof to the Noteholders. The Indenture Trustee shall not incur any liability in acting upon any signature, notice, request, consent, certificate, opinion, or other instrument reasonably believed by it to be genuine. In administering the trusts hereunder, the Indenture Trustee may execute any of the trusts or powers hereunder directly or through its attorneys or custodians and the Indenture Trustee shall not be responsible for any negligence on the part of any custodian or attorney appointed by the Indenture Trustee with due care. The Indenture Trustee may, subject to Section 5.04, consult with counsel, accountants and other professionals to be selected and employed by it, and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice of any such Person nor for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts.

(iii)The Indenture Trustee shall not have any duty to make, arrange or ensure the completion of any recording, filing or registration of any instrument or other document (including any UCC Financing Statements), or any amendments or supplements to any of said instruments or to determine if any such instrument or other document is in a form suitable for recording, filing or registration, and the Indenture Trustee shall not have any duty to make, arrange or ensure the completion of the payment of any fees, charges or taxes in connection therewith.

(iv)Whenever in performing its duties hereunder, the Indenture Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee may, in the absence of bad faith on the part of the Indenture Trustee, rely upon (unless other evidence in respect thereof be specifically prescribed herein) an Officer's Certificate of the Issuer, and such Officer's Certificate shall be full warrant to the Indenture Trustee for any action taken, suffered or omitted by it on the faith thereof.

(v)The Indenture Trustee shall not have any obligations to see to the payment or discharge

of any liens (other than the liens hereof) upon the Receivables, or to see to the application of any payment of the principal of or interest on any note secured thereby or to the delivery or transfer to any Person of any property released from any such lien, or to give notice to or make demand upon any mortgagor, mortgagee, trustor, beneficiary or other Person for the delivery or transfer of any such property. The Indenture Trustee (and any successor trustee or co-trustee in its individual capacity) nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens or encumbrances on the Receivables arising as a result of the Indenture Trustee (or such successor trustee or co-trustee, as the case may be) acting improperly in its capacity as Indenture Trustee (or such successor trustee or co-trustee, as the case may be).

(vi)The Indenture Trustee shall not be concerned with or accountable to any Person for the use or application of any deposited moneys or of any property or securities or the proceeds thereof that shall be released or withdrawn in accordance with the provisions hereof or of any property or securities or the proceeds thereof that shall be released from the lien hereof or thereof in accordance with the provisions hereof or thereof and the Indenture Trustee shall not have any liability for the acts of other parties that are not in accordance with the provisions hereof.

(b)The rights, duties and liabilities of the Indenture Trustee in respect of the Receivables and this Indenture, in addition to those set forth in Section 5.01(a), shall be as follows:

(i)except during the continuance of an Event of Default with respect to the Notes, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and

(ii)the Indenture Trustee may, in the absence of bad faith on its part, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture, to the extent expressly set forth herein.

(c)Subject to Section 4.12 hereof, in case an Event of Default actually known to a Responsible Officer of the Indenture Trustee with respect to the Notes has occurred and is continuing, the Indenture 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 their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.

(d)No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i)this subsection shall not be construed to limit the effect of subsections (a), (b) or (c) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts;

(ii)the Indenture Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the directions of the Majority Noteholders, relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture with respect to the Notes; and

(iii)the Indenture Trustee shall not be required to take notice or deemed to have notice of, or charged with knowledge of a default, an Event of Default or an Early Amortization Event unless either (i) a Responsible Officer of the Indenture Trustee shall have actual knowledge of such default, Event of Default or Early Amortization Event or (ii) written notice of such default shall have been given by the Issuer or by any Noteholder to and received by a Responsible Officer of the Indenture

Trustee and in the absence of such notice or actual knowledge, the Indenture Trustee may conclusively assume that there is no default, Event of Default or Early Amortization Event.

Section 5.02.    Notice of Defaults.

(a)The Indenture Trustee, promptly but not later than two (2) Business Days after a Responsible Officer of the Indenture Trustee acquires actual knowledge of the occurrence of any Event of Default or any event which, after notice or lapse of time would become an Event of Default with respect to the Notes, shall notify the Issuer, the Noteholders, any Hedge Provider and the Agent of any such event, unless all such events known to the Indenture Trustee shall have been cured before the giving of such notice or unless the same is rescinded and annulled, or waived by the Noteholders pursuant to Section 4.02 or Section 4.12. For the purpose of this Section 5.02, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to the Notes.

(b)The Indenture Trustee also agrees, promptly but no later than two (2) Business Days after a Responsible Officer of the Indenture Trustee acquires actual knowledge of the occurrence of any default or event of default under the Receivables Purchase Agreement, to notify the Issuer, the Noteholders and the Agent of such default or event of default.

Section 5.03.    Certain Rights of Indenture Trustee.

Subject to the provisions of Section 5.01, in connection with this Indenture:

(a)the Indenture Trustee may request and rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties as may be required by such party or parties pursuant to the terms of this Indenture;

(b)any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order;

(c)whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate;

(d)the Indenture Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel rendered thereby shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e)the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction;

(f)the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note, debenture, coupon, other evidence of indebtedness or other paper or document, unless requested in writing to do so by the Controlling Class Majority Noteholders; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it, in the opinion of the Indenture Trustee, is not assured to it by the security afforded to it under this Indenture, then it may request indemnity reasonably satisfactory to it before making such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney;

(g)the Indenture Trustee may, subject to Section 5.04, execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys of the Indenture Trustee; provided, that the Indenture Trustee shall not be responsible for any negligence on the part of any such attorneys or agents appointed by the Indenture Trustee with due care;

(h)the Indenture Trustee shall not be required to provide any surety, bond or note of any kind in connection with the execution or performance of its duties hereunder;

(i)except with respect to the representations made by it in Section 5.06 (and the certificate of authenticity on the Notes), the Indenture Trustee shall not make any representations as to the validity or sufficiency of this Indenture or the Notes;

(j)the Indenture Trustee shall not at any time have any responsibility or liability with respect to the legality, validity or enforceability of the Receivables other than its failure to act in accordance with the terms of this Indenture;

(k)the Indenture Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory to the Indenture Trustee against the costs, expenses and liabilities which may be incurred therein or thereby;

(l)anything in this Indenture to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action;

(m)the right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act;

(n)the Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes with the same rights it would have if it were not Indenture Trustee, and may otherwise deal with the parties hereto; and

(o)the Calculation Agent, the Posted Collateral Custodian, the Securities Intermediary, the Note Registrar and the Authenticating Agent shall be entitled to all of the rights benefits, immunities, indemnities and protections of the Indenture Trustee set forth in this Article V.

None of the provisions contained in this Indenture shall in any event require the Indenture Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

Section 5.04.    Compensation and Reimbursement.

(a)Subject to Section 5.04(b), the Issuer hereby agrees:

(1) to pay or cause to be paid to Wells Fargo Bank, N.A. in its capacities as Indenture Trustee, Calculation Agent, Posted Collateral Custodian, Certificate Registrar, Securities Intermediary, Authenticating Agent and Note Registrar, on a monthly basis, the Indenture Trustee Fee and the Calculation Agent Fee as compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and all reasonable expenses (including the reasonable expenses of its counsel), disbursements and advances incurred or made by the Indenture Trustee in connection with this Indenture, the Receivables or the Notes; provided, that the Issuer shall have no obligation to pay the Indenture Trustee's overhead or other internal costs or expenses;

(2) to reimburse, indemnify and hold harmless Wells Fargo Bank, N.A. in its capacities

as Indenture Trustee, Calculation Agent, Posted Collateral Custodian, Certificate Registrar, Securities Intermediary, Authenticating Agent and Note Registrar and any director, officer, employee, agent, Affiliate or Control Person of Wells Fargo Bank, N.A. in its capacities as Indenture Trustee, Calculation Agent, Posted Collateral Custodian, Certificate Registrar, Securities Intermediary, Authenticating Agent and Note Registrar for any loss, liability, expense or disbursements (including without limitation costs and expenses of litigation, and of investigation, reasonable counsel fees, damages, judgments and amounts paid in settlement) incurred in connection with the acceptance of performance of the trusts and duties by Wells Fargo Bank, N.A. in its capacities as Indenture Trustee, Calculation Agent, Posted Collateral Custodian, Securities Intermediary, Authenticating Agent, Note Registrar and Certificate Registrar with respect to any Transaction Documents (other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties, or as may arise from a breach of any representation or warranty of the Indenture Trustee set forth herein).

With respect to any third party claim:

(i)the Indenture Trustee shall give the Issuer, the Noteholders and the Agent written notice thereof promptly after the Indenture Trustee shall have knowledge thereof;

(ii)while maintaining control over its own defense, the Indenture Trustee shall cooperate and consult fully with the Issuer in preparing such defense; and

(iii)notwithstanding the foregoing provisions of this Section 5.04(a), the Indenture Trustee shall not be entitled to reimbursement out of the Note Payment Account for settlement of any such claim by the Indenture Trustee entered into without the prior consent of the Issuer, which consent shall not be unreasonably withheld or delayed.

The Indenture Trustee agrees to fully perform its duties under this Indenture notwithstanding any failure on the part of the Issuer to make any payments, reimbursements or indemnifications to the Indenture Trustee pursuant to this Section 5.04(a); provided, however, that (subject to Section 5.04(b)) nothing in this Section 5.04 shall be construed to limit the exercise by the Indenture Trustee of any right or remedy permitted under this Indenture in the event of the Issuer's failure to pay any sums due the Indenture Trustee pursuant to this Section 5.04.

(b)The obligations of the Issuer set forth in Section 5.04(a) are nonrecourse obligations solely of the Issuer and will be payable only from the Trust Estate in accordance with Section 2.10(c). The Indenture Trustee hereby agrees that it has no rights or claims against the Issuer directly and shall only look to the Trust Estate to satisfy the Issuer's obligations under Section 5.04(a). The Indenture Trustee also hereby agrees not to file or join in filing any petition in bankruptcy or commence any similar proceeding in respect of the Issuer.

(c)The obligations of the Issuer under this Section 5.04 shall survive the termination of this Indenture, the payment of the Notes and the resignation or removal of the Indenture Trustee.

Section 5.05.    Corporate Indenture Trustee Required; Eligibility.

The Issuer hereby agrees, for the benefit of the Noteholders, that there shall at all times be an Indenture Trustee hereunder which (i) is Wells Fargo Bank, N.A., or (ii) is Deutsche Bank National Trust Company, or (iii) shall be a bank (within the meaning of Section 2(a)(5) of the 1940 Act) organized and doing business under the laws of the United States or any state thereof, authorized under such laws to exercise corporate trust powers, having aggregate capital, surplus and undivided profits of at least $100,000,000, and subject to supervision or examination by federal or state authority, the long term debt of which is rated not lower than “A” by the Rating Agency. If such bank publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the

combined capital, surplus and undivided profits of such bank shall be deemed to be its combined capital, surplus and undivided profits as set forth in its most recent report of condition so published. The Indenture Trustee shall at all times meet the requirements of Section 26(a)(1) of the 1940 Act and shall in no event be an Affiliate of the Issuer or an Affiliate of any Person involved in the organization or operation of the Issuer or be directly or indirectly controlled by the Issuer. If at any time a Responsible Officer of the Indenture Trustee becomes aware that the Indenture Trustee has ceased to be eligible in accordance with the provisions of this Section 5.05, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

Section 5.06    Authorization of Indenture Trustee.

The Indenture Trustee represents and warrants as to itself: that it is duly authorized under applicable federal law and the law of the state of its organization, its charter and its by-laws to execute and deliver this Indenture, and to perform its obligations hereunder, including, without limitation, that it is duly authorized to accept the Grant to it for the benefit of the Noteholders of the Trust Estate and is authorized to authenticate the Notes, and that all corporate action necessary or required therefor has been duly and effectively taken or obtained and all federal and state governmental consents and approvals required with respect thereto have been obtained.

Section 5.07    Merger, Conversion, Consolidation or Succession to Business.

Any corporation, bank, trust company or association into which the Indenture Trustee may be merged or converted or with which it may be consolidated, or any corporation, bank, trust company or association resulting from any merger, conversion or consolidation to which the Indenture Trustee shall be a party, or any corporation, bank, trust company or association succeeding to all or substantially all the corporate trust business of the Indenture Trustee, shall be the successor of the Indenture Trustee hereunder; provided, that such corporation, bank, trust company or association shall be otherwise qualified and eligible under this Article V, without the execution or filing of any paper or any further act on the part of any of the parties hereto.

Section 5.08.    Resignation and Removal; Appointment of Successor.

(a)No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article V shall become effective until (i) the acceptance of appointment by the successor Indenture Trustee in accordance with the applicable requirements of Section 5.09 and (ii) repayment to the predecessor Indenture Trustee of all unpaid fees and expenses.

(b)The Indenture Trustee may resign at any time by giving written notice thereof to the Issuer, any Hedge Provider and the Agent. If the respective instruments of acceptance by a successor Indenture Trustee required by Section 5.09 shall not have been delivered to each such party within 30 days after the giving of such notice of resignation, the resigning Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

(c)The Indenture Trustee may be removed at any time by the Majority Noteholders and notice of such action by the Noteholders shall be delivered to the Indenture Trustee and the Issuer.

(d)If at any time:

(i)the Indenture Trustee shall cease to be eligible under Section 5.05, or the representations of the Indenture Trustee in Section 5.06 shall prove to be untrue in any material respect, and the Indenture Trustee shall fail to resign after written request therefor by the Issuer or Noteholders of 10% or more of the aggregate Note Principal Balance of the Outstanding Notes; or

(ii)the Indenture Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Indenture Trustee or of its property shall be appointed or any public officer shall take charge or control of the Indenture Trustee or its property or affairs for the purpose of rehabilitation, conservation or liquidation;

then, in any such case, (i) the Issuer may remove the Indenture Trustee, or (ii) subject to Section 4.13, any Noteholder may, on its own behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.

(e)If the Indenture Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Indenture Trustee for any cause, the Issuer shall promptly remove the Indenture Trustee and appoint a successor Indenture Trustee, subject to the Agent's consent, who shall comply with the applicable requirements of Section 5.09. If, within 60 days after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Indenture Trustee shall not have been appointed by the Issuer and shall not have accepted such appointment in accordance with the applicable requirements of Section 5.09, then a successor Indenture Trustee shall be appointed by the Majority Noteholders by notice delivered to the Issuer and the retiring Indenture Trustee, and the successor Indenture Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 5.09, become the successor Indenture Trustee with respect to the Notes.

If, within 120 days after such resignation, removal or incapacity, or the occurrence of such vacancy, no successor Indenture Trustee shall have been so appointed and accepted appointment in the manner required by Section 5.09, the resigning Indenture Trustee may, on its own behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

(f)The Issuer shall give notice of any resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee by giving notice of such event to the Noteholders. Each notice shall include the name of the successor Indenture Trustee and the address of its Corporate Trust Office.

Section 5.09.    Acceptance of Appointment by Successor.

In case of the appointment hereunder of a successor Indenture Trustee, the successor Indenture Trustee so appointed shall execute, acknowledge and deliver to the Issuer, any Hedge Provider, the Agent and the retiring Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Indenture Trustee shall become effective and such successor Indenture Trustee without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Indenture Trustee; but, on the request of the Issuer or the successor Indenture Trustee such retiring Indenture Trustee shall, upon payment of each of its fees and expenses, execute and deliver an instrument transferring to such successor Indenture Trustee all the rights, powers and trusts of the retiring Indenture Trustee shall duly assign, transfer and deliver to such successor Indenture Trustee all property and money held by such retiring Indenture Trustee hereunder, and shall take such action as may be requested by the Administrator on behalf of the Issuer to provide for the appropriate interest in the Trust Estate to be vested in such successor Indenture Trustee, but shall not be responsible for the recording of such documents and instruments as may be necessary to give effect to the foregoing.

Upon request of any such successor Indenture Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Indenture Trustee all such rights, powers and trusts referred to in this Section 5.09.

No successor Indenture Trustee shall accept its appointment unless at the time of such acceptance such successor Indenture Trustee shall be qualified and eligible under this Article V.

Section 5.10.    Unclaimed Funds.

The Indenture Trustee is required to hold any payments received by it with respect to the Notes that are not paid to the Noteholders in trust for the Noteholders. Notwithstanding the foregoing, at the expiration

of two (2) years following the Final Payment Date for the Notes, any moneys set aside in accordance with Section 2.10(b) for payment of principal, interest and other amounts on such Notes remain unclaimed by any lawful owner thereof, such unclaimed funds and, to the extent required by applicable law, any accrued interest thereon shall be remitted to the Issuer to be held in trust by the Issuer for the benefit of the applicable Noteholder until distributed in accordance with applicable law, and all liability of the Indenture Trustee with respect to such money shall thereupon cease; provided, that the Indenture Trustee, before being required to make any such repayment, may, at the expense of the applicable Noteholder, payable out of such unclaimed funds, to the extent permitted by applicable law, and otherwise at the expense of the Issuer, cause to be published at least once but not more than three times in two newspapers in the English language customarily published on each Business Day and of general circulation, in New York, New York, a notice to the effect that such moneys remain unclaimed and have not been applied for the purpose for which they were deposited, and that after a date specified therein, which shall be not less than 30 days after the date of first publication of said notice, any unclaimed balance of such moneys then remaining in the hands of the Indenture Trustee will be paid to the Issuer upon its written directions to be held in trust for the benefit of the applicable Noteholder until distributed in accordance with applicable law. Any successor to the Issuer through merger, consolidation or otherwise or any recipient of substantially all the assets of the Issuer in a liquidation of the Issuer shall remain liable for the amount of any unclaimed balance paid to the Issuer pursuant to this Section 5.10.

Section 5.11.    Illegal Acts.

No provision of this Indenture or any amendment or supplement hereto shall be deemed to impose any duty or obligation on the Indenture Trustee to do any act in the performance of its duties hereunder or to exercise any right, power, duty or obligation conferred or imposed on it, which under any present or future law shall be unlawful, or which shall be beyond the corporate powers, authorization or qualification of the Indenture Trustee.

Section 5.12    Communications by the Indenture Trustee.

The Indenture Trustee shall send to the Issuer, within one (1) Business Day after the Maturity Date thereof, if any principal of or interest on such Notes due and payable hereunder is not paid, a written demand for payment thereof.

Section 5.13    Separate Indenture Trustees and Co-Trustees.

(a)Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting legal requirements applicable to it in the performance of its duties hereunder, the Indenture Trustee shall have the power to, and shall execute and deliver all instruments to, appoint one or more Persons to act as separate trustees or co-trustees hereunder, jointly with the Indenture Trustee, of any of the Trust Estate subject to this Indenture, and any such Persons shall be such separate trustee or co-trustee, with such powers and duties consistent with this Indenture as shall be specified in the instrument appointing such Person but without thereby releasing the Indenture Trustee from any of its duties hereunder. For the avoidance of doubt, the Indenture Trustee has no duty under this Indenture to perform any obligations of the Hedge Enforcement Party. If the Indenture Trustee obtains the consent of the Agent and the Issuer to the retention of any such separate trustee or co-trustee, the Indenture Trustee shall not be responsible for any fees or expenses of any such separate trustee or co-trustee. If the Indenture Trustee shall request the Issuer to do so, the Issuer shall join with the Indenture Trustee in the execution of such instrument, but the Indenture Trustee shall have the power to make such appointment without making such request. A separate trustee or co-trustee appointed pursuant to this Section 5.13 need not meet the eligibility requirements of Section 5.05.

(b)Every separate trustee and co-trustee shall, to the extent not prohibited by law, be subject to the following terms and conditions:

(i)the rights, powers, duties and obligations conferred or imposed upon such separate or

co-trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate or co-trustee jointly, as shall be provided in the appointing instrument, except to the extent that under any law of any jurisdiction in which any particular act is to be performed any nonresident trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or co-trustee;

(ii)all powers, duties, obligations and rights conferred upon the Indenture Trustee, in respect of the custody of all cash deposited hereunder shall be exercised solely by the Indenture Trustee; and

(iii)the Indenture Trustee may at any time by written instrument accept the resignation of or remove any such separate trustee or co-trustee, and, upon the request of the Indenture Trustee, the Issuer shall join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to make effective such resignation or removal, but the Indenture Trustee shall have the power to accept such resignation or to make such removal without making such request. A successor to a separate trustee or co-trustee so resigning or removed may be appointed in the manner otherwise provided herein.

(c)Such separate trustee or co-trustee, upon acceptance of such trust, shall be vested with the estates or property specified in such instrument, jointly with the Indenture Trustee, and the Indenture Trustee shall take such action as may be necessary to provide for (i) the appropriate interest in the Trust Estate to be vested in such separate trustee or co-trustee, (ii) the execution and delivery of any transfer documentation or note powers that may be necessary to give effect to the transfer of the Receivables to the co-trustee. Any separate trustee or co-trustee may, at any time, by written instrument, constitute the Indenture Trustee its agent or attorney in fact with full power and authority, to the extent permitted by law, to do all acts and things and exercise all discretion authorized or permitted by it, for and on behalf of it and in its name. If any separate trustee or co-trustee shall be dissolved, become incapable of acting, resign, be removed or die, all the estates, property, rights, powers, trusts, duties and obligations of said separate trustee or co-trustee, so far as permitted by law, shall vest in and be exercised by the Indenture Trustee, without the appointment of a successor to said separate trustee or co-trustee, until the appointment of a successor to said separate trustee or co-trustee is necessary as provided in this Indenture.

(d)Any notice, request or other writing, by or on behalf of any Noteholder, delivered to the Indenture Trustee shall be deemed to have been delivered to all separate trustees and co-trustees.

(e)Although co-trustees may be jointly liable, no co-trustee or separate trustee shall be severally liable by reason of any act or omission of the Indenture Trustee or any other such trustee hereunder.

ARTICLE VI

REPORTS TO NOTEHOLDERS

Section 6.10.    Reports to Noteholders and Others.

(a)Based on information provided to the Indenture Trustee by the Servicer pursuant to the Servicing Contracts and the Transaction Documents, the Indenture Trustee shall prepare, or cause to be prepared, and deliver by first class mail or electronic means on each Payment Date, or as soon thereafter as is practicable, to the Issuer, any Interested Person, each Noteholder, Swap Provider and Certificateholder or any of their designees (the “Interested Parties”) a statement in respect of the payments made on such Payment Date setting forth the information set forth in Exhibit F hereto (the “Trustee Report”). On each Payment Date, the Indenture Trustee shall make the Trustee Report available each month to the Agent and Interested Parties via the Indenture Trustee's internet website. The Indenture Trustee's internet website shall initially be located at www.ctslink.com which may be accessed by Interested Parties with the use of an assigned password. The Indenture Trustee shall provide reasonable assistance in using the website to users that call the Indenture Trustee's customer service desk at (866) 846-4526. Parties that are unable to use the above d

istribution options are entitled to have a paper copy mailed to them via first class mail by calling the customer service desk and indicating the need for assistance. The Indenture Trustee shall have the right to change the way the Trustee Report is distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Indenture Trustee shall provide timely and adequate notification to all above parties regarding any such changes. As a condition to access to the Indenture Trustee's internet website, the Indenture Trustee may require registration and the acceptance of a disclaimer. The Indenture Trustee shall be entitled to rely on, but shall not be responsible for the content or accuracy of, any information provided to it by any other party in accordance with the Transaction Documents and may affix thereto any disclaimer it deems appropriate in its reasonable discretion.

(b)Within a reasonable period of time after the end of each calendar year, upon request unless required pursuant to the Code (but in no event more than 60 days following the end of such calendar year), the Indenture Trustee shall prepare, or cause to be prepared, and mail to each Person who at any time during the calendar year was a Noteholder (i) a statement containing the aggregate amount of principal and interest payments on the Notes for such calendar year or applicable portion thereof during which such person was a Noteholder and (ii) such other customary information as the Indenture Trustee deems necessary or desirable for Noteholders to prepare their federal, state and local income tax returns. The obligations of the Indenture Trustee in the immediately preceding sentence shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Indenture Trustee pursuant to any requirements of the Code. As soon as practicable following the request of any Noteholder in writing, the Indenture Trustee shall furnish to such Noteholder such information regarding the Receivables as such holder may reasonably request.

(c)The Agent hereby appoints Wells Fargo Bank, N.A. as Calculation Agent (the “Calculation Agent”) for the purpose of making calculations and verifications as provided in this Section 6.01(c). The Calculation Agent shall provide all services as set forth herein, applying a standard of care and diligence reasonably expected from a nationally reputable company performing the services contemplated of the Calculation Agent. The Calculation Agent may be removed by the Agent at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Agent, as described in the preceding sentence, the Agent will promptly appoint as a replacement Calculation Agent a leading bank or financial institution. No resignation or removal of the Calculation Agent shall be effective without a successor having been duly appointed. Wells Fargo Bank, N.A., as Calculation Agent under this Indenture, shall be entitled to the same rights, protections, expense reimbursements and indemnities afforded to the Indenture Trustee hereunder.

(i)On each Payment Date, based upon information provided to the Indenture Trustee and the Calculation Agent by the Servicer pursuant to the Servicing Contract and the Transaction Documents, as well as each applicable Payment Date Report and all available reports issued by the Securitization Trustee for the applicable Securitization Trust, the Calculation Agent shall prepare, or cause to be prepared, and deliver by first class mail or electronic means to Interested Parties, a report setting forth the information set forth in Exhibit G hereto (the “Calculation Agent Report”) which shall include, among other things, the following information:

(A) Advance Ratio for each Securitization Trust;

(B) Delinquency Ratio for each Securitization Trust;

(C) The Variable Funding Note Collateral Value and the Term Note Collateral Value of each Receivable sold and/or contributed to the Issuer as of the date of such Calculation Agent Report and the Aggregate Variable Funding Note Collateral Value and the Aggregate Term Note Collateral Value thereof;

(D) Whether the Collateral Coverage Requirement has been satisfied as of the date of the Calculation Agent Report;

(E) Weighted Average Months Outstanding of all Loan-Level Delinquency Advances and Servicing Advances as of the date of such Calculation Agent Report;

(F) Weighted Average Months to Liquidation of all Loan-Level Delinquency Advances and Servicing Advances as of the date of such Calculation Agent Report;

(G) Weighted Average Foreclosure Timeline of all Loan-Level Delinquency Advances and Servicing Advances with respect to each Securitization Trust as of the date of such Calculation Agent Report;

(H) Weighted Average Foreclosure Timeline as of the date of such Calculation Agent Report;

(I) Whether all Receivables satisfy the eligibility requirements set forth in subsections (c), (d), (i) and (j) of the definition of Eligible Receivables;

(J) Whether an Early Amortization Event has occurred under subsections (c), (j), (k), and/or (l) of the definition thereof;

(K) Whether a Securitization Trust Termination Event has occurred under any of subsections (b) through (e) of the definition thereof.

(ii)In the event of any variance between a calculation as set forth by the Servicer and a calculation as set forth by the Calculation Agent, the calculation set forth by the Calculation Agent shall be conclusive and determinative.

Section 6.02.    Servicer Reports.

(a)By no later than the 4^th Business Day before each Payment Date, the Servicer shall deliver to the Agent a report in the form of Exhibit C hereto (the “Monthly Servicer Report”) (in electronic form) listing, among other things, (i) each Event of Default, Early Amortization Event and Securitization Trust Termination Event for each Securitization Trust with a yes or no answer beside each indicating whether each possible Event of Default, Early Amortization Event and Securitization Trust Termination Event has occurred as of the end of the preceding Collection Period, (ii) the occurrence of any net margin call under any of the Nationstar's financing arrangements with any Person other than the Agent or the Noteholders and (iii) the information described in Exhibit C with respect to the Aggregate Receivables and the Securitization Trusts. The Servicer shall deliver the Monthly Servicer Report to the Issuer, the Indenture Trustee, the Calculation Agent, the Agent, each Swap Provider and the Verification Agent (i) on the date on which the initial Funding Notice is delivered in accordance with Section 7.02 and (ii) by no later than four (4) Business Days prior to each Payment Date.

(b)In addition, no later than the Business Day before each Payment Date, the Servicer shall deliver to the Issuer, the Indenture Trustee, the Calculation Agent, the Verification Agent, each Swap Provider and the Agent a report in substantially the form of Exhibit D hereto (the “Payment Date Report”) containing the information described in Exhibit D. Each Payment Date Report shall also, among other things, (A) state the aggregate Variable Funding Note Collateral Value and Term Note Collateral Value as of the end of the preceding Collection Period and (B) demonstrate that the Collateral Coverage Requirement was met at such time and (C) contain any other information necessary for the Calculation Agent to prepare the Calculation Agent Report and for the Indenture Trustee to make the payments required by Section 2.10 on such Payment Date and all information necessary for the Indenture Trustee to make such statements available to Noteholders pursuant to Section 6.01(a) and such additional information as may be reasonably requested by the Indenture Trustee, the Calculation Agent, the Agent or the Verification Agent from time to time.

(c)With respect to any Servicing Advances and Legacy Deferred Servicing Fees, by no later than 12:00 PM Eastern time one (1) Business Day prior to the Initial Funding Date (or, in the event the Initial Funding Date is on the Closing Date, on the Closing Date) and each subsequent Funding Date on which Additional Note Balances are to be purchased and, with respect to any Delinquency Advances, by no later than 10:00 AM Eastern time (or, in the case of a Delinquency Advance to be made on such Funding Date, such other time as the Servicer, the Seller, the Agent and the Indenture Trustee may mutually agree) on the

Initial Funding Date (or, in the event the Initial Funding Date is on the Closing Date, on the Closing Date) and each subsequent Funding Date on which Additional Note Balances are to be purchased, the Servicer shall deliver to the Issuer, the Indenture Trustee, Calculation Agent, the Verification Agent and the Agent a report in substantially the form of Exhibit E hereto (each, a “Funding Date Report”) containing the information described in Exhibit E and (A) listing all Receivables to be purchased as of the close of business on such Funding Date (summarized in each case by Pool-Level Advances, Loan-Level Delinquency Advances (Non-Judicial States), Loan-Level Delinquency Advances (Judicial States), Corporate Advances (Non-Judicial States), Corporate Advances (Judicial States), Escrow Advances (Non-Judicial States), Escrow Advances (Judicial States), Legacy Deferred Servicing Fees (Judicial States), and Legacy Deferred Servicing Fees (Non-Judicial States) for each Securitization Trust at such date and including each Delinquency Advance, Servicing Advance and Legacy Deferred Servicing Fee by loan number) and (B) stating the aggregate amount of the Collateral Value and Subordinate Loan Proceeds (as defined in the Receivables Purchase Agreement) to be paid on the Funding Date.

(d)Notwithstanding anything contained herein to the contrary, none of the Verification Agent (except as described in the Verification Agent Letter), the Indenture Trustee nor the Agent shall have any obligation to verify or recalculate any information provided to them by the Servicer.

Section 6.03.    Access to Certain Information.

(a)The Indenture Trustee shall afford to the Issuer, the Agent, the Servicer, the Seller and any Holder or Holders of Notes, and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Noteholder, access to any documentation regarding the Receivables within its control that may be required to be provided under this Indenture or by applicable law. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Indenture Trustee designated by it.

(b)The Indenture Trustee shall maintain at its office primarily responsible for administration of the Trust Estate and shall deliver to the Issuer, the Servicer, the Seller, the Agent and any Noteholder or Person identified to the Indenture Trustee as a prospective transferee of a Note or an interest therein (at the reasonable request and expense of the requesting party), copies of the following items (to the extent that such items have been delivered to the Indenture Trustee or the Indenture Trustee can cause such items to be delivered to it without unreasonable burden or expense): (i) this Indenture, the Receivables Purchase Agreement and any amendments hereto or thereto; (ii) all reports prepared by, and all reports delivered to, the Indenture Trustee or the Servicer since the Closing Date; (iii) all Officer's Certificates delivered by the Servicer since the Closing Date and all Officer's Certificates delivered by the Issuer since the Closing Date pursuant to Section 9.08 of this Indenture; (iv) all accountants' reports caused to be delivered by the Servicer since the Closing Date; and (v) each of the Receivables Files. The Indenture Trustee shall make available copies of any and all of the foregoing items upon request of any party set forth in the previous sentence. However, the Indenture Trustee shall be permitted to require of such party the payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies as are requested by such party.

ARTICLE VII

FUNDING ACCOUNT; PURCHASE OF ADDITIONAL RECEIVABLES

Section 7.01.    Funding Account.

On each Funding Date other than a Skip Funding Date, the Indenture Trustee shall deposit or cause to be deposited into the Funding Account based on the information set forth in the Funding Date Report: (i) the Initial Note Balance or Additional Note Balances, as applicable, purchased by the Note Purchaser pursuant to the Note Purchase Agreement on such Funding Date; and (ii) the Excess Amount, if any, deposited in the Note Payment Account in accordance with Section 2.10(d)(iii) to fund the Collateral Value of the Additional Receivables purchased on such Funding Date. On each Funding Date, subject to satisfaction of the Funding

Conditions and the other requirements of Section 7.02, the Indenture Trustee shall withdraw from the Funding Account and pay to the Servicer the Collateral Value for the Additional Receivables to be acquired by the Issuer on such Funding Date; provided, however, that on each Funding Date, subject to satisfaction of the Funding Conditions and the other requirements of Section 7.02, the Indenture Trustee shall, with respect to Additional Receivables consisting of Delinquency Advances required to be made by the Servicer on such Funding Date to one or more Securitization Trustees (and which have not yet been funded by the Servicer), withdraw from the Funding Account and pay to the appropriate Securitization Trustee, on behalf of the Seller/Servicer, the aggregate Collateral Value with respect to such Delinquency Advances payable to such Securitization Trustee in accordance with the instructions of the Servicer set forth in the related Funding Notice; provided, further, that the Funding Notice and Funding Date Report related to any such Delinquency Advance required to be made by the Servicer on such Funding Date shall be delivered no later than 10:00 AM Eastern time (or such other time as the Servicer, the Seller, the Agent and the Indenture Trustee may mutually agree) on such Funding Date.

Section 7.02    Purchase of Receivables.

With respect to Servicing Advances, one (1) Business Day prior to each Funding Date (or, in the event the Initial Funding Date is on the Closing Date, on the Closing Date) by no later than 12:00 PM Eastern time, with respect to Delinquency Advances, by no later than 10:00 AM Eastern time (or, in the case of a Delinquency Advance to be made on such Funding Date, such other time as the Servicer, the Seller, the Agent and the Indenture Trustee may mutually agree) on each Funding Date (or, in the event the Initial Funding Date is on the Closing Date, on the Closing Date), and with respect to Legacy Deferred Servicing Fees one (1) Business Day prior to the Initial Funding Date (or, in the event the Initial Funding Date is on the Closing Date, on the Closing Date) the Seller shall deliver a Funding Notice and, pursuant to Section 6.02(c), a Funding Date Report to the Indenture Trustee and the Agent. The Seller shall certify in the Funding Notice that the Funding Conditions set forth in clauses (ii), (iv), (v), (vi), (vii), (viii), (xii), (xiii), (xiv), (xv) and (xvi) of this Section 7.02 have been satisfied and, on the Funding Date, the Seller shall re-certify that such Funding Conditions are satisfied. Upon receipt of the Funding Notice and Funding Date Report by the Indenture Trustee and confirmation by the Indenture Trustee that the Funding Conditions set forth in clauses (i) (as to the Indenture Trustee's receipt), (iii), (iv) (based on the Funding Notice), (ix),(x), (xi), (xii), (xiv), (xv) and (xvi) of this Section 7.02 have been satisfied on or prior to such Funding Date (provided that with respect to conditions (i), (iii), (xii), (xiii), (xv) and (xvi), that the Indenture Trustee has not received notice from the Agent or any Noteholder that such condition has not been satisfied), on the Funding Date the Indenture Trustee shall apply funds on deposit in the Funding Account in the manner specified in Section 7.01 with respect to such Additional Receivables; provided, that the Noteholders shall not have any obligation to fund any Additional Note Balance if any of the Funding Conditions have not been satisfied. In the event that the Indenture Trustee determines that any of the Funding Conditions set forth in clauses (i), (iii), (iv) (based on the information set forth in the Funding Notice), (ix), (x), (xi) or (xii) of this Section 7.02 have not been satisfied on or prior to such Funding Date, the Indenture Trustee shall promptly notify the Seller and the Agent.

The funding by the Indenture Trustee of the Collateral Value with respect to any Initial Receivable or Additional Receivable, as applicable, shall be subject to the satisfaction on the related Funding Date of the following conditions precedent (the “Funding Conditions”):

(i)the Issuer shall have delivered (or caused to be delivered) to the Indenture Trustee and the Agent the related Schedule of Initial Receivables or Schedule of Additional Receivables, as applicable, along with the applicable Funding Notice and Bill of Sale pursuant to the Receivables Purchase Agreement;

(ii)as of such Funding Date, neither the Seller nor the Issuer shall (A) be insolvent, (B)

be made insolvent by the transfer of the related Receivables or (C) have reason to believe that its insolvency is imminent;

(iii)the Funding Period shall not have terminated;

(iv)as of such Funding Date (after giving effect to the transfer of the related Receivables on such Funding Date), the Collateral Coverage Requirement shall be satisfied;

(v)each of the representations and warranties made by the Seller under the Receivables Purchase Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such Funding Date with the same effect as if then made and each of the Seller and the Issuer shall have performed all obligations to be performed by it under the Transaction Documents on or prior to such Funding Date;

(vi)the Seller or the Issuer shall have taken any action requested by the Indenture Trustee or the Noteholders required to maintain the ownership interest of the Issuer and the first priority lien of the Indenture Trustee in the Trust Estate;

(vii)all conditions precedent to the transfer of the related Receivables pursuant to the Receivables Purchase Agreement shall have been fulfilled as of such Funding Date;

(viii)sufficient funds are on deposit in the Funding Account (after giving effect to the purchase by the Variable Funding Noteholders of Additional Note Balances) to pay the full Collateral Value under the Receivables Purchase Agreement with respect to such Receivables;

(ix)the Indenture Trustee has received confirmation from the Verification Agent that the verification procedures have been performed in accordance with the Verification Agent letter to the satisfaction of the Verification Agent;

(x)commencing with the first Funding Date after the Initial Funding Date, (1) an amount equal to not less than the Expense Reserve is on deposit in the Reimbursement Account (after taking into account the purchase of the related Additional Receivables) and (2) none of the related Receivables to be purchased consist of Legacy Deferred Servicing Fees;

(xi)the Note Principal Balance is equal to or less than the Maximum Note Balance, after taking into account the proposed increase in the Note Principal Balance;

(xii)a Funding Interruption Event, an Early Amortization Event or an Event of Default shall not have occurred and be continuing;

(xiii)none of the related Receivables relates to a Securitization Trust for which a Securitization Trust Termination Event has occurred and such event has not been waived by the Agent and the Required Noteholders;

(xiv)to the extent the Agent shall have requested that the Issuer enter into a Hedge Agreement, the aggregate notional amount of all such Hedge Agreements assigned and pledged to the Indenture Trustee pursuant to the terms and provisions of Section 2.20 shall be at least equal to the Variable Funding Note Principal Balance;

(xv)(A) the Agent shall have received consent or acknowledgment notices from the Securitization Trustee of each Securitization Trust to the extent required by the terms of the related Servicing Contract either consenting to or acknowledging the receipt of notice from the Seller of, the pledge and assignment of the Receivables to the Issuer as an “Advancing Person” and that to the extent that there is an “Advance Facility” referenced in the applicable Servicing Contract or, with respect to any Subserviced Securitization Trust, Related Servicing Contract related to any Securitization Trust, the Transaction Documents shall be the “Advance Facility” (as and to the extent such terms or terms of substantially similar import are used in such Servicing Contract); and (B) with respect to the Initial Funding Date and each subsequent Funding Date on which any of Schedules I through III contain one or more Securitization Trusts pursuant to Section 7.04 that were not included on such schedule on the prior Funding Date, the Agent shall have received MSR Transfer Evidence reasonably satisfactory to the Agent; and

(xvi)with respect to the Initial Funding Date and each subsequent Funding Date on which any of Schedules I through III contain one or more Securitization Trusts that were not included on such schedule on the prior Funding Date, the Agent and the Indenture Trustee shall have received evidence reasonably satisfactory to the Agent of (A) the completion of all recordings, registrations and filings as may be necessary or, in the reasonable opinion of the Agent, desirable to perfect or evidence the assignment by the Seller to the Depositor of the Seller's ownership interest in the Aggregate Receivables and the proceeds thereof and the assignment by the Depositor to the Issuer of the Depositor's ownership interest in the Aggregate Receivables and the proceeds thereof and (B) the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Agent, desirable to perfect or evidence the Grant of a first priority perfected security interest in the Issuer's ownership interest in the Trust Estate, in favor of the Indenture Trustee, subject to no Liens prior to the Lien created by the Indenture.

Section 7.03.    Addition and Removal of Servicing Contracts.

(a)From time to time during the Funding Period, the Issuer may request the Agent's consent to add transactions to the definition of “Securitization Trusts”, and such additional transactions may be added to the definition of “Securitization Trusts” with the written consent of the Agent (such consent at the sole discretion of the Agent).  The Issuer understands and acknowledges that the Agent does not hereby commit to add any such transactions and any agreement to do so is subject to completion by the Agent of due diligence to its satisfaction regarding such transactions and execution of such additional documentation as the Agent deems appropriate in its sole discretion (such sole discretion to be exercised in good faith with regard to any such request to add transactions to the definition of “Securitization Trusts”). The Issuer shall promptly notify the Indenture Trustee, the Calculation Agent and the Verification Agent of any such designation of additional Securitization Trusts and shall provide certification to the Indenture Trustee in writing that the related Servicing Contract is an Eligible Servicing Contract and that all financing statements or amendments to financing statements as necessary to perfect the security interests of the Depositor, Issuer and Indenture Trustee have been filed. Upon execution by both the Seller and the Issuer of an updated Assignment of Receivables and Schedules of Securitization Trusts substantially in the form of Exhibit H hereto, and satisfaction of the conditions set forth in this Section 7.03, the definition of “Securitization Trusts” shall include all transactions set forth on the updated schedules of Securitization Trusts attached to the related Assignment of Receivables and Schedules of Securitization Trusts and the Seller shall thereupon sell to the Depositor and the Depositor shall thereupon sell and/or contribute all of its right, title and interest in, to and under all Receivables arising under each Securitization Trust on the schedules of Securitization Trusts attached to the related Assignment of Receivables and Schedules of Securitization Trusts.

(b)With the consent of the Agent (in its sole and absolute discretion), the Issuer may remove from the definition of Securitization Trust and the Trust Estate, any Securitization Trust and all Receivables with respect thereto with respect to which (i) the Servicer has transferred its rights as Servicer, (ii) a Securitization Trust Termination Event has occurred or (iii) a Discount Factor Reduction Event shall have occurred and still be in effect; provided, however, that the Issuer shall so remove transactions solely upon the occurrence of both (i) the sum of the Aggregate Collateral Value as of such date plus the Variable Funding Note Collateral Value and the Term Note Collateral Value of any Additional Receivables proposed to be purchased on the immediately succeeding Funding Date under the terms and provisions of the Transaction Documents being greater than the Maximum Note Balance (such, a “Funding Imbalance”) and (ii) the Agent having rejected any proposal of the Seller, the Depositor or the Issuer to amend or modify the definition of “Maximum Note Balance” pursuant to the terms and provisions of the Indenture subsequent to the determination of a Funding Imbalance; provided, further, that in connection with any such removal of a Securitization Trust, all Receivables related to such Securitization Trust must be purchased from the Issuer by the Seller or its designee, and a partial purchase shall not be permitted; provided, further, that the Issuer shall so remove Securitization Trusts such that the aggregate Receivables Balance with respect thereto is the s

mallest amount necessary to correct the Funding Imbalance as of such date.  The Issuer shall promptly notify the Indenture Trustee of any such designation or removal and shall be able to remove any Securitization Trust, in addition to the conditions precedent set forth above in this Section 7.03, upon the Indenture Trustee having received certification from the Seller in writing that it has filed all financing statements or amendments to financing statements as necessary.  The Issuer may sell the unreimbursed Receivables with respect to a removed Securitization Trust to the Seller or its designee. In connection with any sale of Receivables to Seller or its designee pursuant to this Section 7.03(b), Seller shall deposit or cause to be deposited an amount equal to the Receivables Balance of each such Receivable purchased into the Note Payment Account and any termination payments required to be made pursuant to any Swap Agreements. Upon receipt of such amounts, the Indenture Trustee shall release the lien of this Indenture with respect to such purchased Receivables. 

Section 7.04.    Removal of Subserviced Securitization Trusts.

On or prior to the Closing Date, the Seller, pursuant to the Receivables Purchase Agreement, shall deliver to the Administrative Agent such MSR Transfer Evidence with respect to all Securitization Trusts that are not Subserviced Securitization Trusts. Promptly after the Seller obtains complete MSR Transfer Evidence with respect to a Subserviced Securitization Trust, the Seller, pursuant to the Receivables Purchase Agreement, shall deliver to the Agent such MSR Transfer Evidence. Subject to the terms of clause (l)(ii) of the definition of Eligible Servicing Contract, on any date on which the Agent receives the MSR Transfer Evidence with respect to a Subserviced Securitization Trust, the related Securitization Trust shall no longer be a “Subserviced Securitization Trust” and the Administrator shall update the Subserviced Securitization Trust Schedule and furnish it to the Agent and the Indenture Trustee, and the most recently furnished schedule shall be maintained by the Indenture Trustee as the definitive Subserviced Securitization Trust Schedule.

ARTICLE VIII

SUPPLEMENTAL INDENTURES; AMENDMENTS

Section 8.01.    Supplemental Indentures or Amendments Without Consent of Noteholders.

Without the consent of the Noteholders but with the consent of the Agent, Nationstar (for so long as it holds, directly or indirectly, any interest in the Issuer), the Issuer, to the extent the Indenture Trustee is a party to the related Transaction Document, the Indenture Trustee and, to the extent the rights and obligations of any Hedge Provider are materially and adversely affected thereby, such Hedge Provider, at any time and from time to time, may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to any other Transaction Document, for any of the following purposes:

(1) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee;

(2) to correct any manifestly incorrect description, or amplify the description, of any property subject to the lien of this Indenture;

(3) to modify the Indenture or any other Transaction Document as required by, or made necessary by any change in, applicable law;

(4) to correct any mistake or typographical error or cure any ambiguity, or to cure, correct or supplement any defective or inconsistent provision herein or any other Transaction Document; or

(5) to amend any other provision of the Indenture or any other Transaction Document, as applicable.

No such supplemental indenture or amendment shall be effective unless (i) the Issuer obtains a Tax Opinion and furnishes such Tax Opinion to the Indenture Trustee in connection therewith, and (ii) with respect to clause (5) such supplemental indenture or amendment will not adversely affect the interests of any Noteholder under this Indenture in any material way as evidenced by the delivery to the Issuer, the Indenture Trustee and the Noteholders of an Opinion of Counsel to the effect that such action will not adversely affect the interests of any Noteholder under this Indenture in any material way.

Section 8.02.    Supplemental Indentures With Consent of Noteholders.

With the consent of the Required Noteholders, Nationstar (for so long as it holds any interest in the trust), the Issuer, the Indenture Trustee and each Hedge Provider (to the extent the rights and obligations of any Hedge Provider are materially and adversely affected thereby), may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof, modifying in any manner the rights of the Noteholders hereunder or thereunder or evidencing and providing for the acceptance of appointment by a successor Indenture Trustee or Servicer; provided, that no such supplemental indenture or amendment shall be effective unless the Issuer obtains a Tax Opinion and furnishes such Tax Opinion to the Indenture Trustee in connection therewith; provided, that no such supplemental indenture or amendment shall, without the consent of the Noteholders of 100% in aggregate Note Principal Balance of the Outstanding Notes:

(1) change the Stated Maturity Date or the Payment Date of any principal, interest or other amount on any Note, or reduce the Note Principal Balance thereof or any of Term Note Default Additional Rate, Term Note Interest Rate, Term Note Post-ADR Additional Rate, Variable Funding Note Default Additional Rate, Variable Funding Note Floating Rate, Variable Funding Note Margin Rate or Variable Funding Note Post-ARD Additional Rate thereon, or authorize the Indenture Trustee to agree to delay the timing of, or reduce the payments to be made on or in respect of, the Receivables except as provided herein or in the Receivables Purchase Agreement, or change the coin or currency in which the principal of any Note or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity Date thereof;

(2) reduce the percentage of the then aggregate Note Principal Balance of the Outstanding Notes, the consent of whose Noteholders is required for any such supplemental indenture or amendment, or the consent of whose Noteholders is required for any waiver of defaults hereunder and their consequences provided for in this Indenture, or for any other reason under this Indenture (including for actions taken by the Indenture Trustee pursuant to Section 5.01(a) hereof);

(3) change any obligation of the Issuer to maintain an office or agency in the places and for the purposes specified in Section 9.01;

(4) except as otherwise expressly provided in this Indenture, deprive any Noteholder of the benefit of a first priority security interest in the Trust Estate as provided in this Indenture;

(5) modify Section 2.10 or Article VIII;

(6)change the Variable Funding Note Discount Factor, the Term Note Discount Factor with respect to the Term Notes Outstanding immediately prior to the execution of the related supplemental indenture or amendment, or the Stated Maturity Date;

(7) release from the lien of the Indenture (except as specifically permitted hereby on the date of execution hereof, including without limitation, in connection with any exercise of the Clean-

up Call Option or Redemption Option) all or any part of the Trust Estate; or

(8)increase the fees payable in accordance with Section 2.10(c) to the Agent, the Issuer, the Owner Trustee, Wells Fargo Bank, N.A. (in its capacities as Indenture Trustee, Calculation Agent, Posted Collateral Custodian, Securities Intermediary, Authenticating Agent, Note Registrar or Certificate Registrar), or the Verification Agent; provided, however, that, for the avoidance of doubt, this clause (8) shall not apply to any fee payable to the Agent that is not payable in accordance with Section 2.10(c).

It shall not be necessary for the consent of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Section 8.03.    Delivery of Supplements and Amendments.

Prior to the execution thereof, the Seller and the Issuer shall provide a copy to the Hedge Provider of any proposed amendment or supplement to this Indenture. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment pursuant to the provisions hereof, the Indenture Trustee, at the expense of the Issuer payable out of the Trust Estate pursuant to Section 5.04, shall procure delivery of a fully executed copy of such supplemental indenture or amendment to each Hedge Provider, and shall furnish a notice setting forth in general terms the substance of such supplemental indenture or amendment to each Noteholder at the address for such Noteholder set forth in the Note Register.

Section 8.04.    Execution of Supplemental Indentures, etc.

In executing, or accepting the additional trusts created by any supplemental indenture or amendment permitted by this Article VIII or in accepting the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, at the Issuer's expense payable out of the Trust Estate pursuant to Section 5.04, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture, amendment or modification is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture or amendment or consent to any such modification which affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise.

Section 8.05    Note Issuance.

(a)At any time prior to the termination of the Funding Period, other than during the occurrence and continuance of a Funding Interruption Event, with the written approval of the Agent (in its sole and absolute discretion), the Issuer may, from time to time, direct the Indenture Trustee in writing to enter into an amendment to, amendment and restatement of, or a supplement to this Indenture, pursuant to which one or more Classes of  Term Notes will be issued. On or before the date of issuance of any such Notes, the Issuer and the Agent shall execute and deliver any required amendment or supplement which shall incorporate the principal terms with respect to such Notes. The Indenture Trustee (subject to Section 8.05(f)) shall execute the amendment or supplement without the consent of any Noteholders. The Issuer shall execute such Notes and such Notes shall be delivered to the Indenture Trustee for authentication and delivery. Any Notes to be issued must rank pari passu with or subordinate to any or all previously issued Notes.

(b)The issuance of the Notes shall be subject to the satisfaction of the following conditions:

(i)Receipt by the Indenture Trustee of an Issuer Order authorizing the execution and authentication of such Notes;

(ii)Unless waived by the Agent in writing, satisfaction of each of the conditions precedent contained in Section 4.01 of the Note Purchase Agreement; 

(iii)Unless waived by the Agent in writing, satisfaction of each of the conditions precedent contained in Section 3.01 of the Receivables Purchase Agreement;

(iv)At the time of such issuance, the Issuer is solvent, has sufficient cash on hand to satisfy its current obligations, has capitalization commercially reasonable and adequate to conduct its business and, immediately prior to such refinancing, has adequate financial capacity to meet its ongoing financial commitments under this Indenture;

(v)Receipt by the Indenture Trustee of certain opinions of counsel and certain certifications with respect to such Notes and either (1) a tax opinion generally to the effect that such Notes “will be debt” for U.S. federal income tax purposes or (2) in the case of Term Notes where such tax opinion is not issued, no transfer of such additional Notes will be effective, and any such transfer will be void ab initio, unless such Notes have a minimum denomination so that such Notes (together with any other Notes issued without the requisite “will be debt” tax opinion) cannot have more than 95 holders. For Term Notes where a “will be debt” tax opinion is not issued, such Term Notes will be subject to transfer restrictions as provided in the related amendment or supplement generally to the effect that such Term Notes could only be held by or transferred to a Person if, among other things, the Person (i) represents to the Indenture Trustee and the Issuer that such Person is a U.S. Person (as defined under Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), (ii) represents to the Indenture Trustee and the Issuer that either (1) such beneficial owner is not a flow-through entity or (2) less than 50% of the value of each beneficial owner in such flow through entity is attributable to the flow-through entity's interest in such Term Notes or Trust Certificate and no purpose of the use of the flow-through entity is not to enable compliance with the 95-person limit and (iii) covenants to the Indenture Trustee and the Issuer that such beneficial owner (1) will not and will not allow such Term Notes to be used as collateral for the issuance of any securities that would cause the Issuer to become taxable as a corporation, (2) will not take any action that would cause representations (i) and (ii) to cease to be true, and (3) will not take and will not allow any other action that could cause the Issuer to become taxable as a corporation, each for U.S. federal income tax purposes;

(vi)Receipt by the Indenture Trustee of a tax opinion to the effect that the issuance of such Notes will not (A) adversely affect the U.S. federal income tax treatment as debt of Notes that (i) are issued and outstanding immediately prior to such issuance and (ii) received a Tax Opinion upon issuance or deemed issuance that they will be treated as debt for U.S. federal income tax purposes and (B) cause the Issuer to be subject to tax on its net income as (i) an association taxable as a corporation, (ii) a publicly traded partnership taxable as a corporation or (iii) a taxable mortgage pool taxable as a corporation, each for U.S. federal income tax purposes; and

(vii)to the extent the Hedge Provider and the Agent are Affiliates, the Indenture Trustee shall have appointed a Hedge Enforcement Party that is not an Affiliate of the Hedge Provider; provided, however, that all costs associated with the Hedge Enforcement Party shall not be paid from the Indenture Trustee's personal funds or the Indenture Trustee Fee.

(c)For purposes of this Section 8.05, any amendment and/or supplemental indenture executed in accordance with the issuance of any Notes shall not be considered an amendment or supplemental indenture for the purposes of this Article VIII.  Accordingly, notwithstanding anything else contained herein to the contrary, any amendment and/or supplemental indenture executed in accordance with the issuance of any Notes may amend, modify or supplement this Indenture and any other Transaction Document in any manner, in each case without the consent of the Noteholders and the Hedge Provider; provided, however, that no such amendment or indenture supplement may, without the consent of (A) each Noteholder holding any Notes affected thereby and (B) solely with respect clauses (ii), (v), (vi) and (vii) below, to the extent the rights and obligations of any Hedge Provider are materially and adversely affected thereby, the Hedge Provider (any such consent of the Hedge Provider not to be unreasonably withheld):

(i)change the Maturity Date or Payment Date with respect to the Notes, or any principal, interest or other amount on any Notes outstanding as of the date of such new issuance, or reduce the Maximum Note Balance, the Variable Funding Note Maximum Balance or the interest rate as set

forth on the related Note, or change the coin or currency in which the principal of such Notes or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity;

(ii)amend or modify Section 2.10(c) (other than with respect to the inclusion of such new Notes issued pursuant to this Section 8.05);

(iii)change the Percentage Interest, the consent of whose Holders is required in order to perform any action pursuant to the terms and provisions of any Transaction Document; 

(iv)change any obligation of the Issuer to maintain an office or agency in the places and for the purposes set forth in the Transaction Documents;

(v)except as otherwise expressly provided in the Transaction Documents, deprive any Secured Party of the benefit of a valid first priority perfected security interest in the Collateral;

(vi)except as otherwise expressly provided in the Transaction Documents, release from the Lien set forth in the Transaction Documents all or any portion of the Collateral; or

(vii)modify this Section 8.05.

(d)Each Noteholder, by its acceptance of a Note, hereby consents to the issuance of Notes in accordance with the terms and provisions of this Section 8.05.

(e)Each Noteholder, by its acceptance of a Note, hereby agrees that, for purposes of the terms and provisions of this Section 8.05, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent's own interest in the Collateral as one of the Noteholders and that the Agent shall have no duty or liability whatsoever to any other Noteholder with respect to its approval, or failure to approve, of the issuance any series of Notes pursuant to this Section 8.05. In addition, each Noteholder, by its acceptance of a Note, and each party to this Indenture and to any other Transaction Document hereby agrees to an unconditional release of the Agent from any and all liability related to the approval, or failure to approve, of the issuance any series of Notes pursuant to this Section 8.05.

(f) In executing any amendment to, amendment and restatement of, or supplement to this Indenture permitted by this Section 8.05, the Indenture Trustee shall be entitled to receive, at the Issuer's expense payable out of the Trust Estate pursuant to Section 5.04, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such amendment, amendment and restatement or supplement is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such amendment, amendment and restatement or supplement which affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise.

ARTICLE IX

COVENANTS; WARRANTIES

Section 9.01.    Maintenance of Office or Agency.

The Issuer shall maintain or cause to be maintained an office or agency in the continental United States where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Indenture Trustee and the Noteholders of the location, and any change in the location, of such office or agency.

The Issuer may also from time to time designate one or more other offices or agencies outside the United States where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in accordance with the requirements set forth in the preceding paragraph. The Issuer shall give prompt written notice to the Indenture Trustee, any Hedge Provider and the Noteholders of any such designation or rescission and of any change

in the location of such office or agency.

Section 9.02.    Existence.

Subject to Section 9.08, the Issuer will keep in full effect its existence, rights and franchises under the laws of its jurisdiction of organization, and the existence, rights and franchises (if any) of the Issuer under the laws of its jurisdiction of organization, except where failing to maintain any rights or franchises would not have a material adverse effect on any of the Receivables or the Issuer's ability to comply with its obligations hereunder.

Section 9.03.    Payment of Taxes and Other Claims.

The Issuer shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all taxes, assessments and governmental charges levied or imposed upon the Issuer or upon the income, profits or property of the Issuer, or shown to be due on the tax returns filed by the Issuer, except any such taxes, assessments, governmental charges or claims which the Issuer is in good faith contesting in appropriate proceedings and with respect to which reserves are established if required in accordance with GAAP; provided, that such failure to pay or discharge will not cause a forfeiture of, or a lien to encumber, any property included in the Trust Estate. The Indenture Trustee is authorized to pay out of the Note Payment Account, prior to making payments on the Notes, any such taxes, assessments, governmental charges or claims which, if not paid, would cause a forfeiture of, or a lien to encumber, any property included in the Trust Estate.

Section 9.04    Validity of the Notes; Title to the Trust Estate; Lien.

(a)The Issuer represents and warrants that the Issuer is duly authorized under applicable law to create and issue the Notes, to execute and deliver this Indenture, the other documents referred to herein to which it is a party and all instruments included in the Trust Estate which it has executed and delivered, and that all action and governmental consents, authorizations and approvals necessary or required therefor have been duly and effectively taken or obtained. The Notes, when issued, will be, and this Indenture and such other documents are, valid and legally binding obligations of the Issuer enforceable in accordance with their terms, subject to bankruptcy, fraudulent conveyance, fraudulent transfer, insolvency, reorganization, liquidation, receivership, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and by general equitable principles, regardless of whether considered in a proceeding in equity or at law.

(b)The Issuer represents and warrants that, immediately prior to its Grant of the Trust Estate provided for herein, it was the sole obligee of each Receivable, free and clear of any pledge, lien, encumbrance or security interest.

(c)The Issuer represents and warrants that, upon the issuance of the Notes, the Indenture Trustee has a valid and enforceable first priority security interest in the Trust Estate, subject only to exceptions permitted hereby.

(d)The Issuer represents and warrants that the Indenture is not required to be qualified under the 1939 Act and that the Issuer is not required to be registered as an “investment company” under the 1940 Act.

Section 9.05.    Protection of Trust Estate.

The Issuer and, to the extent directed by the Issuer or the Majority Noteholders, the Indenture Trustee shall execute and deliver all such amendments and supplements hereto (subject to Sections 8.01 and 8.02) and all such financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action necessary or advisable to:

(a)Grant more effectively all or any portion of the Trust Estate securing the Notes;

(b)maintain or preserve the lien (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof;

(c)perfect, publish notice of, or protect the validity of any Grant made or to be made by this I

ndenture;

(d)enforce any of the Receivables included in the Trust Estate; or

(e)preserve and defend title to the Trust Estate securing the Notes and the rights of the Indenture Trustee, and of the Noteholders, in the Trust Estate against the claims of all Persons and parties.

The Issuer hereby designates the Indenture Trustee and the Agent, its agent and attorney-in-fact, to prepare and file any financing statement, continuation statement or other instrument required pursuant to this Section 9.05; provided that, subject to and consistent with Section 5.01, neither the Indenture Trustee nor the Agent will be obligated to prepare or file any such statements or instruments.

Section     9.06.    Nonconsolidation.

The Issuer shall at all times:

(a)maintain separate records and books of account from any other person or entity;

(b)maintain separate bank accounts from any other person or entity;

(c)maintain its assets in its own name and not commingle its assets with those of any other person or entity;

(d)conduct its own business in its own name;

(e)maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other person or entity and not have its assets listed on the financial statements of any other person or entity (other than as required with respect to consolidated financial statements prepared in accordance with generally accepted accounting principles, and with respect to any consolidated or combined financial statements having appropriate footnotes indicating that the Issuer is a separate legal entity);

(f)pay its own liabilities and expenses only out of its own funds;

(g)observe all corporate and other organizational formalities;

(h)maintain an arm's length relationship with each of its Affiliates;

(i)pay the salaries of its employees, if any, out of its own funds;

(j)maintain a sufficient number of employees or engage independent agents, in each case to the extent reasonably required in light of its contemplated business operations;

(k)not guarantee, become obligated or pay for the debts of any other entity or person;

(l)not hold out its credit as being available to satisfy the obligations of any other person or entity;

(m)not pledge its assets for the benefit of any other party (except the pledges set forth in this Indenture);

(n)hold itself out as a separate entity;

(o)correct any known misunderstanding regarding its separate identity; and

(p)maintain adequate capital in light of its contemplated business operations.

Section 9.07.    Negative Covenants.

The Issuer shall not:

(a)sell, transfer, exchange or otherwise dispose of any of the Collateral, except as expressly permitted by or expressly contemplated by this Indenture or the other Transaction Documents;

(b)dissolve or liquidate in whole or in part, except as provided herein (it being understood that the payment or repurchase of Receivables does not constitute a partial liquidation within the meaning of this provision);

(c)engage, directly or indirectly, in any business other than that arising out of the issuance of the Notes, and the actions contemplated or required to be performed under this Indenture or any other of the Transaction Documents;

(d)incur, create or assume any indebtedness for borrowed money other than the Notes;

(e)make or permit to remain outstanding, any loan or advance to, or own or acquire any stock or securities of, any Person other than the Receivables and any other instruments constituting part of the Trust Estate, it being understood that the Issuer's purchase of Receivables does not constitute lending, making advances or acquiring stock; or

(f)voluntarily file a petition for bankruptcy, reorganization, assignment for the benefit of creditors or similar proceeding.

Section 9.08.    Statement as to Compliance.

The Administrator, on behalf of the Issuer, shall deliver to the Indenture Trustee, the Agent, any Hedge Providers and the Noteholders, within 90 days after the end of each calendar year, an Officer's Certificate of the Issuer stating that (a), in the course of the performance by the officer executing such Officer's Certificate of such officer's present duties as an officer of the Issuer, such officer would normally obtain knowledge or have made due inquiry as to the existence of any condition or event which would constitute an Event of Default after notice or lapse of time or both and that to the best of the officer's knowledge, after reasonable inquiry, (b) the Issuer has fulfilled all of its obligations under this Indenture in all material respects throughout such year, or, if there has been a default in the fulfillment of any such obligation in any material respect, specifying each such default known to such officer and the nature and status thereof, and (c) no event has occurred and is continuing which is, or after notice or lapse of time or both would become, an Event of Default, or, if such an event has occurred and is continuing, specifying each such event known to such officer and the nature and status thereof.

Section 9.09.    Issuer may Consolidate, Etc., only on Certain Terms.

(a)The Issuer shall not consolidate or merge with or into any other Person or convey or transfer the Trust Estate to any Person without the consent of the Majority Noteholders and unless:

(i)the Person (if other than the Issuer) formed by or surviving such consolidation or merger or that acquires by conveyance or transfer the Trust Estate (the “Successor Person”), shall be a Person organized and existing under the laws of the United States of America or any State and shall have expressly assumed, executed and delivered to the Indenture Trustee, the obligation (to the same extent as the Issuer was so obligated) to make payments of principal, interest and other amounts on all of the Notes and pay all amounts owned by the Issuer under this Indenture, and the obligation to perform every covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein;

(ii)immediately after giving effect to such transaction, no Funding Interruption Event or Event of Default shall have occurred and be continuing;

(iii)the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer comply with and satisfy all conditions precedent relating to the transactions set forth in this Section 9.09;

(iv)the Successor Person shall have delivered to the Indenture Trustee, the Agent and any Hedge Providers an Officer's Certificate and an Opinion of Counsel each stating that, with respect to a Successor Person that is a corporation, limited liability company, partnership or trust, such Successor Person shall be duly organized, validly existing and in good standing in the jurisdiction in which such Successor Person is organized; that the Successor Person has sufficient power and authority to assume the obligations set forth in clause (i) above and to execute and deliver an indenture supplemental hereto for the purpose of assuming such obligation; that the Successor Person has duly authorized the execution, delivery and performance of an indenture supplemental hereto for the purpose of assuming such obligations; and that such supplemental indenture is a valid, legal and binding obligation of the Successor Person, enforceable in accordance with its terms, subject only to bankruptcy, reorganization, insolvency and other laws affecting the enforcement of creditor's rights generally and to general principles of equity (regardless of whether such enforceability is considered

in a proceeding in equity or law); and that, immediately following the event which causes the Successor Person to become the Successor Person, (A) the Successor Person has good and marketable title, free and clear of any lien, security interest or charge other than the lien and security interest of this Indenture and any other lien permitted hereby, to the Collateral and (B) the Indenture Trustee continues to have a perfected first priority security interest in the Collateral; and

(v)the Successor Person shall have assumed the obligations of the Issuer under all Hedge Agreements effective as of the date of such consolidation or merger.

(b)Upon any consolidation or merger, or any conveyance or transfer of the Trust Estate securing the Notes, the Successor Person shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Successor Person had been named as the Issuer herein. In the event of any such conveyance or transfer of the Trust Estate permitted by this Section 9.09, the Person named as the “Issuer” in the first paragraph of this Indenture, or any successor that shall theretofore have become such in the manner prescribed in this Article and that has thereafter effected such a conveyance or transfer, may be dissolved, wound-up and liquidated at any time thereafter, and such Person thereafter shall be released from its liabilities as obligor and maker on all of the then Outstanding Notes and from its obligations under this Indenture.

(c)Notwithstanding anything in this Indenture to the contrary, the Issuer shall not voluntarily consent to or otherwise acquiesce to any consolidation of the Issuer into the Seller, the Depositor or any of their Affiliates and shall take all legally permissible actions to oppose any such consolidation. Further, each Noteholder acknowledges that it is relying on the separateness of the Issuer from the Seller, the Depositor and its Affiliates as a condition to purchasing the Notes.

Section 9.10.    Purchase of Notes.

The Issuer may reacquire Notes, in its discretion, by open market purchases in privately negotiated transactions or otherwise.

Section 9.11    Indemnification.

(a)Without limiting any other rights that an Indemnified Party may have hereunder or under applicable law, the Issuer hereby agrees to indemnify each Indemnified Party (as defined below) from and against any and all Indemnified Amounts (as defined below), excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party. To the extent that the foregoing undertaking to indemnify the Indemnified Parties may be unenforceable because it is violative of any law or public policy, the Issuer nevertheless shall pay such amounts as may be permitted under applicable law to satisfy its indemnification obligations hereunder to the fullest extent permissible under applicable law.

Without limiting or being limited by the foregoing, the Issuer shall pay in accordance with Section 2.10(c) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from:

(i) a breach of any representation or warranty made by the Issuer under or in connection with this Indenture or any other Transaction Document (without duplication of any amount paid by the Seller under the Receivables Purchase Agreement); or

(ii) the failure by the Issuer to comply with any term, provision or covenant contained in this Indenture or any other Transaction Document; or

(iii) any information prepared by and furnished or to be furnished by any of the Issuer or the Seller or any of their Affiliates pursuant to or in connection with the transactions contemplated hereby including, without limitation, such written information as may have been and may be furnished in connection with any due diligence investigation with respect to the business, operations, financial condition of the Issuer, the Seller, any of their Affiliates or with respect to the Receivables, to the extent such information

contains any untrue statement of material fact.

(b)Any Indemnified Amounts subject to the indemnification provisions of this Section 9.11 shall be paid to the Indemnified Party within twenty (20) Business Days following demand therefor; provided that, prior to an Event of Default, amounts payable under this Section 9.11 shall only be payable on Payment Dates pursuant to Section 2.10(c). “Indemnified Party” means any of the Indenture Trustee (in all its capacities), the Calculation Agent, the Securities Intermediary, the Posted Collateral Custodian, the Owner Trustee, the Agent, any Hedge Provider, the Noteholders and their officers, employees, directors, attorneys, consultants, agents and successors or assigns and Affiliates and any Person who controls any of the foregoing or their respective Affiliates within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act. “Indemnified Amounts” means any and all claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, and related reasonable costs and reasonable expenses of any nature whatsoever, including reasonable attorneys' fees and disbursements, imposed on, incurred by or asserted against an Indemnified Party, to the extent such Indemnified Amounts are caused by the occurrence of an event described in Section 9.11(a)(i), (ii) or (iii) above, with respect to this Indenture or any other Transaction Document.

(c)Promptly after an Indemnified Party shall have been served with the summons or other first legal process or shall have received written notice of the threat of a claim in respect of which an indemnity may be claimed against the Issuer under this Section 9.11, the Indemnified Party shall notify the Issuer in writing of the service of such summons, other legal process or written notice, giving information therein as to the nature and basis of the claim, but failure so to notify the Issuer shall not relieve the Issuer from any liability which it may have hereunder or otherwise except to the extent that the Issuer is prejudiced by such failure so to notify the Issuer. The Issuer will be entitled, at its own expense, to participate in the defense of any such claim or action and to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, unless the defendants in any such action include both the Indemnified Party and the Issuer, and the Indemnified Party (upon the advice of counsel) shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Issuer, or one or more Indemnified Parties, and which in the reasonable opinion of such counsel are sufficient to create a conflict of interest for the same counsel to represent both the Issuer and such Indemnified Party; provided, however, that the Issuer shall not be responsible for the fees and expenses of more than one firm of attorneys for all Indemnified Parties related to the Secured Parties and one firm of attorneys for the Indenture Trustee. Each Indemnified Party shall cooperate with the Issuer in the defense of any such action or claim. The Issuer shall not, without the prior written consent of the Indemnified Party which consent shall not be unreasonably withheld or delayed, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding or threatened proceeding.

Section 9.12.    Lewtan Reports.

The Administrator, on behalf of the Issuer, shall deliver to the Indenture Trustee, the Agent, any Hedge Providers and the Noteholders, beginning one month after the Closing Date or the related Funding Date, as applicable, and on each Payment Date thereafter, a Lewtan Report for any Aggregate Receivables related to outstanding Delinquency Advances. Any failure to provide such notice in a timely manner shall result in a Discount Factor Reduction Event; provided however, that the failure to deliver the Lewtan Report in a timely manner shall not by itself result in an Event of Default (it being understood that an Event of Default may occur due to a reduction in the Aggregate Collateral Value as a result of any applicable Discount Factor Reduction Event arising from the Issuer's failure to deliver a Lewtan Report pursuant to this Section 9.12).

ARTICLE X

AGENT

Section 10.01.    Appointment.

Each Noteholder, by its acceptance of a Note or a beneficial interest in a Note, hereby irrevocably appoints and authorizes the Agent to perform the duties of the Agent as set forth in this Indenture including: (i) to receive on behalf of each Noteholder any payment of principal or interest on the Notes outstanding hereunder and all other amounts accrued hereunder for the account of the Noteholders and paid to the Agent, and to distribute promptly to each Noteholder its Percentage Interest of all payments so received and (ii) to distribute to each Noteholder copies of all material notices (including any Funding Notice delivered in accordance with the Note Purchase Agreement) and agreements received by the Agent and not required to be delivered to each Noteholder pursuant to the terms of this Indenture, provided that the Agent shall not have any liability to the Noteholders for the Agent's inadvertent failure to distribute any such notices or agreements to the Noteholders and (iii) subject to Section 10.03 of this Indenture, to take such action as the Agent deems appropriate on its behalf to administer the Notes and the other Transaction Documents and to exercise such other powers delegated to the Agent by the terms hereof or the other Transaction Documents (including, without limitation, the power to give or to refuse to give notices, waivers, consents, approvals and instructions and the power to make or to refuse to make determinations and calculations) together with such powers as are reasonably incidental thereto to carry out the purposes hereof and thereof. As to any matters not expressly provided for by this Indenture and the other Transaction Documents (including, without limitation, enforcement or collection of the Notes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Noteholders, and such instructions of the Majority Noteholders shall be binding upon all Noteholders and all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Indenture or any other Transaction Document or applicable law.

Section 10.02    Nature of Duties.

The Agent shall have no duties or responsibilities except those expressly set forth in this Indenture or in the other Transaction Documents. The duties of the Agent shall be mechanical and administrative in nature. The Agent shall not have by reason of this Indenture or any Transaction Document a fiduciary relationship in respect of any Noteholder. Nothing in this Indenture or any of the Transaction Documents, express or implied, is intended to or shall be construed to impose upon the Agent any obligations in respect of this Indenture or any of the other Transaction Documents except as expressly set forth herein or therein. Each Noteholder shall make its own independent investigation of the financial condition and affairs of the Issuer in connection with advancing any Additional Note Balance pursuant to the Note Purchase Agreement and shall make its own appraisal of the creditworthiness of the Issuer and the value of the Collateral, and the Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Noteholder with any credit or other information with respect thereto, whether coming into its possession before the advance of the Initial Note Balance hereunder or at any time or times thereafter; provided, that, upon the reasonable request of a Noteholder, the Agent shall provide to such Noteholder any documents or reports delivered to the Agent by the Issuer pursuant to the terms of this Indenture or any other Transaction Document. Prior to waiving an Early Amortization Event, the Agent shall obtain the approval of the Controlling Class Required Noteholders. If the Agent seeks the consent or approval of the Required Noteholders to the taking or refraining from taking any action under this Indenture, the Agent shall send notice thereof to each Noteholder. The Agent shall promptly notify each Noteholder any time that the Required Noteholders have instructed the Agent to act or refrain from acting pursuant hereto.

Section 10.03    Rights, Exculpation, Etc.

The Agent and its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it under or in connection with this Indenture or the other Transaction Documents

unless such action or inaction shall constitute gross negligence or willful misconduct on the part of the Agent or its directors, officers, agents or employees. Without limiting the generality of the foregoing, the Agent (i) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof, signed by such payee and in form satisfactory to the Agent; (ii) may consult with legal counsel (including, without limitation, counsel to the Agent or counsel to the Issuer), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel or experts; (iii) makes no warranty or representation to any Noteholder and shall not be responsible to any Noteholder for any statements, certificates, warranties or representations made in or in connection with this Indenture or the other Transaction Documents; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Indenture or the other Transaction Documents on the part of any Person, the existence or possible existence of any default or Event of Default, or to inspect the Collateral or other property (including, without limitation, the books and records) of any Person; (v) shall not be responsible to any Noteholder for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Indenture or the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (vi) shall not be deemed to have made any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Indenture Trustee's Lien thereon, or any certificate prepared by the Issuer in connection therewith, nor shall the Agent be responsible or liable to the Noteholders for any failure to monitor or maintain any portion of the Collateral. The Agent shall not be liable for any apportionment or distribution of payments made in good faith pursuant to Section 2.10, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Noteholder to whom payment was due but not made, shall be to recover from other Noteholders any payment in excess of the amount which they are determined to be entitled. The Agent may at any time request instructions from the Noteholders with respect to any actions or approvals which by the terms of this Indenture or of any of the other Transaction Document the Agent is permitted or required to take or to grant, and if such instructions are promptly requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval under any of the other Transaction Documents until it shall have received such instructions from the Majority Noteholders. Without limiting the foregoing, no Noteholder shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting under this Indenture, the Notes or any of the other Transaction Documents in accordance with the instructions of the Majority Noteholders.

Section 10.04    Reliance.

The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Indenture or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it.

Section 10.05    Indemnification.

To the extent that the Agent is not reimbursed and indemnified by the Issuer, the Noteholders will reimburse and indemnify the Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, advances or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Indenture or any of the other Transaction Documents or any action taken or omitted by the Agent under this Indenture or any of the other Transaction Documents, in proportion to each Noteholder's Percentage Interest, including, without limitation, advances and disbursements made pursuant to Section 10.08; provided, however, that no Noteholder shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, advances or disbursements for which

there has been a final judicial determination that such resulted from the Agent's gross negligence or willful misconduct. The obligations of the Noteholders under this Section 10.05 shall survive the payment in full of the Notes and the termination of this Indenture.

Section 10.06.    Agent Individually.

With respect to its Percentage Interest under the Note Purchase Agreement, the advances made by it and the Variable Funding Notes issued to or held by it or any of its Affiliates, the Agent shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein for any other Noteholder or holder of a Note. The terms “Controlling Class,” “Noteholders,” “Majority Noteholders,” “Controlling Class Majority Noteholders,” “Required Noteholders,” “Controlling Class Required Noteholders,” or Variable Funding Noteholders” or any similar terms shall, unless the context clearly otherwise indicates, include the Agent in its individual capacity as a Noteholder or one of the Majority Noteholders. The term “Agent” shall mean the Agent solely in its individual capacity as the Agent hereunder. The Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of banking, trust or other business with the Issuer as if it were not acting as an Agent pursuant hereto without any duty to account to the Noteholders.

Section 10.07.    Successor Agent.

(a)The Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least thirty (30) Business Days' prior written notice to the Issuer and each Noteholder. Such resignation shall take effect upon the acceptance by a successor Agent of appointment pursuant to clauses (b) and (c) below or as otherwise provided below.

(b)Upon any such notice of resignation, the Controlling Class Majority Noteholders shall appoint a successor Agent who, in the absence of a continuing Event of Default, shall be reasonably satisfactory to the Issuer. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Indenture and the other Transaction Documents. After the Agent's resignation hereunder as the Agent, the provisions of this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Indenture and the other Transaction Documents.

(c)If a successor Agent shall not have been so appointed within said thirty (30) Business Day period, the retiring Agent shall then appoint a successor Agent who, if an Event of Default is not continuing, shall be reasonably satisfactory to the Issuer, who shall serve as Agent until such time, if any, as the Majority Noteholders appoint a successor Agent as provided above.

Section 10.08    Collateral Matters.

(a)The Agent may from time to time, during the occurrence and continuance of an Event of Default, make such disbursements and advances (“Agent Advances”) which the Agent, in its sole discretion, deems necessary or desirable to preserve or protect the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Issuer of the Notes and other Issuer Obligations or to pay any other amount chargeable to the Issuer pursuant to the terms of this Indenture, including, without limitation, costs, fees and expenses as described in Section 10.05. The Agent Advances shall be secured by the Collateral and repayable pursuant to Section 2.10(c) on the Payment Date immediately succeeding the date on which such Agent Advances were made. The Agent Advances shall not constitute advances on the Notes but shall otherwise constitute Issuer Obligations hereunder. The Agent shall notify each Noteholder and the Issuer in writing of each Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Variable Funding Noteholder agrees that it shall make available to the Agent, upon the Agent's demand, in U.S. dollars in immediately available funds, the amount equal to such Noteholder's Percentage Interest of such Agent A

dvance. If such funds are not made available to the Agent by such Noteholder, the Agent shall be entitled to recover such funds on demand from such Noteholder, together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Agent, at the Reference Rate.

(b)The Agent shall have no obligation whatsoever to any Noteholders to assure that the Collateral exists or is owned by the Issuer or is cared for, protected or insured or has been encumbered or that the Lien granted to the Indenture Trustee pursuant to this Indenture has been properly or sufficiently or lawfully created, perfected, protected or enforced or is entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent in this Section 10.08 or in any of the other Transaction Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent's own interest in the Collateral as one of the Noteholders and that the Agent shall have no duty or liability whatsoever to any other Noteholder.

ARTICLE XI

MISCELLANEOUS

Section 11.01.    Execution Counterparts.

This instrument may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 11.02.    Compliance Certificates and Opinions, etc.

Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Administrator, on behalf of the Issuer, shall furnish to the Indenture Trustee an Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(i)a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

(ii)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;

(iii)a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv)a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

Section 11.03.Form of Documents Delivered to Indenture Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows,

or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Issuer, stating that the information with respect to such factual matters is in the possession of the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that any Person shall deliver any document as a condition of the granting of such application, or as evidence of such Person's compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of such Person to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee's right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article V.

Section 11.04.    Acts of Noteholders.

(a)Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 5.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section. With respect to authorization to be given or taken by Noteholders, the Indenture Trustee shall be authorized to follow the written directions or the vote of the Majority Noteholders, unless any greater or lesser percentage is required by the terms hereunder or under any other Transaction Document.

(b)The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient.

(c)The Term Note Principal Balance or Variable Funding Note Principal Balance, as applicable, and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register.

(d)Any request, demand, authorization, direction, notice, consent, election, declaration, waiver or other act of any Noteholder shall bind every future Noteholder of the same Note and the Noteholder of any Note issued upon the transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, suffered or omitted to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Section 11.05    Computation of Percentage of Noteholders.

Whenever this Indenture states that any action may be taken by a specified percentage of the Noteholders, such statement shall mean that such action may be taken by the Noteholders of such specified percentage of the aggregate Note Principal Balance of the Outstanding Notes.

Section 11.06    Notice to the Indenture Trustee, the Issuer and Certain Other Persons.

Any communication provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given if delivered by courier or mailed by first class mail, postage prepaid, or if transmitted by telecopier and confirmed in a writing delivered or mailed as aforesaid, to: (i) in the case of the Issuer, Nationstar Advance Funding Trust 2012-W, c/o Wilmington Trust, National Association, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890 Attention: Corporate Trust Administration, telecopy number: (302) 636-4140, telephone number: (302) 651-1000 and (ii) in the case of the Indenture Trustee, the Corporate Trust Office, or as to each such Person, such other address or facsimile number as may hereafter be furnished by such Person to the parties hereto in writing.

Section 11.07.    Notices to Noteholders; Notification Requirements and Waiver.

Where this Indenture provides for notice to Noteholders of any event, a copy of any such notice shall be given simultaneously to each Hedge Provider, and in the case of any notice sent to Noteholders, such notice shall be sufficiently given if in writing and delivered by courier or mailed by first-class mail, postage prepaid; to each Noteholder affected by such event, at its address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is delivered or mailed in the manner herein provided shall conclusively be presumed to have been duly given.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

In case, by reason of the suspension of regular courier and mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.

Section 11.08.    Successors and Assigns.

All covenants and agreements in this Indenture by the Issuer shall bind its successors and permitted assigns, whether so expressed or not.

Section 11.09.    Separability Clause.

In case any provision of this Indenture or of the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall, to the extent permitted by law, not in any way be affected or impaired thereby.

Section 11.10    Governing Law.

(a)THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

(b)Any action or proceeding against any of the parties hereto relating in any way to this Indenture or any Note or the Trust Estate may be brought and enforced in the courts of the State of New York sitting in the borough of Manhattan or of the United States District Court for the Southern District of New York and the Issuer irrevocably submits to the jurisdiction of each such court in respect of any such action or p

roceeding. The Issuer hereby waives, to the fullest extent permitted by law, any right to remove any such action or proceeding by reason of improper venue or inconvenient forum.

Section 11.11.    Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 11.12.    Benefits of Indenture.

Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Noteholders and any other party secured hereunder (including the Secured Parties, each of which is a third-party beneficiary of this Indenture) or named as a beneficiary of any provision hereof, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 11.13    Non-Recourse Obligation.

Notwithstanding any other provision of this Indenture, the obligations of the Issuer under this Indenture and the Notes are limited recourse obligations of the Issuer, payable solely from the Collateral in accordance with the terms of this Indenture.

No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer on the Notes or under this Indenture (other than with respect to Permitted Investments as to which such Person is the issuer) or any certificate or other writing delivered in connection herewith or therewith, against (i) any owner of an interest in the Issuer or (ii) any partner, owner, beneficiary, agent, officer, director, employee or Control Person of the Indenture Trustee in its individual capacity, the Indenture Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee does not have any such obligations in its individual capacity). It is understood that the foregoing provisions of this Section 11.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) limit the obligations or liabilities of any Affiliate of the Issuer under any Transaction Document to which such Affiliate is a party or by which it may be bound or (iii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this Indenture, and the same shall continue until paid or discharged. It is further understood that the foregoing provisions of this Section 11.13 shall not limit the right of any person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under the Notes or this Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such person or entity.

Section 11.14.    Inspection.

The Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuer's normal business hours, to examine all the books of account, records, reports, and other papers of the Issuer, to make copies and extracts therefrom, to cause such books to be audited by independent certified public accountants, and to discuss the Issuer's affairs, finances and accounts relating to the Receivables with the Issuer's officers, employees, and independent certified public accountants, all at such reasonable times and as often as may be reasonably requested and at the Issuer's expense, provided, however, (i) to the extent the Indenture Trustee exercises its rights under this Section 11.14 more than twice in any given calendar year, any expense incurred in connection with the exercise of such rights shall be subject to the approval of the Administrator and (ii) any expense incurred in connection with the exercise of such rights in excess of $5,000 per calendar year shall be subject to the approval of the Administrator; provided, further, the limitations set forth in this Section 11.14 shall be in addition to and in no way affect the terms and provisions of the Verification Agent Letter or any other Transaction Document; provided, further, that, no such limitations shall apply after the occurrence of an Event of Default or an Early

Amortization Event. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) or the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder.

Section11.15.    Method of Payment.

Except as otherwise provided in Section 2.10(b), all amounts payable or to be remitted pursuant to this Indenture shall be paid or remitted or caused to be paid or remitted in immediately available funds by wire transfer to an account specified in writing by the recipient thereof.

Section 11.16.    No Recourse.

It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by Wilmington Trust, National Association, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents.

Section 11.17    Wire Instructions.

Distribution of money to the Seller, the Depositor, the Issuer, the Agent, any Noteholder, the Owner Trustee and the Verification Agent in accordance with the terms and provisions of this Indenture shall be made to the applicable accounts set forth in Schedule VII hereto.

Section 11.18.    Noteholder Consent

Whenever a Noteholder is requested to give any consent, approval or waiver in its capacity as Noteholder, each Noteholder to which such request was made shall respond to such request within two (2) Business Days; provided, that if a response is not received by the party authorized to make such request pursuant to the terms and provisions of the Transaction Documents (such party, the “Requesting Party”) from a Noteholder to which such request was made within two (2) Business Days, such request for consent, approval or waiver, as applicable, with respect to each such Noteholder shall be deemed to have been rejected.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the day and year first above written.

Nationstar Advance Funding Trust 2012-W

By: Wilmington Trust, National Association, not in its

individual capacity but solely as Owner Trustee

By: /s/ Christopher M. Cavalli_________________

Name:Christopher M. Cavalli

Title: Banking Officer

WELLS FARGO BANK, N.A.

as Indenture Trustee

By: /s/ Graham M. Oglesby__________________

Name: Graham M. Oglesby

Title: Vice President

EXHIBIT A-I

FORM OF VARIABLE FUNDING NOTE

THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE MAXIMUM NOTE BALANCE SHOWN ON THE FACE HEREOF.

THE FAILURE TO PROVIDE THE ISSUER, THE INDENTURE TRUSTEE AND ANY PAYING AGENT WITH THE APPLICABLE U.S. FEDERAL INCOME TAX CERTIFICATIONS (GENERALLY, AN INTERNAL REVENUE SERVICE FORM W-9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS A "UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR AN APPLICABLE INTERNAL REVENUE SERVICE FORM W-8 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS NOT A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE CODE) MAY RESULT IN U.S. FEDERAL BACK-UP WITHHOLDING FROM PAYMENTS TO THE HOLDER IN RESPECT OF THIS NOTE.

EACH HOLDER OF THIS NOTE OR INTERESTS HEREIN WILL HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE INDENTURE, INCLUDING THE REPRESENTATION AND AGREEMENT THAT IF IT IS AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) WHICH IS SUBJECT TO TITLE I OF ERISA OR A PLAN (AS DEFINED IN SECTION 4975(e)(1) OF THE CODE) WHICH IS SUBJECT TO SECTION 4975 OF THE CODE) OR A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), ITS PURCHASE, HOLDING AND DISPOSITION OF THE NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR, IN THE CASE OF A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN SUBJECT TO SIMILAR LAW, A NON-EXEMPT VIOLATION OF ANY SIMILAR LAW. ANY PURPORTED TRANSFER OF THIS NOTE TO A PURCHASER THAT DOES NOT COMPLY WITH THE ABOVE REQUIREMENTS SHALL BE NULL AND VOID AB INITIO.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE (A) IN COMPLIANCE WITH THE REQUIREMENTS OF THE INDENTURE AND (B) ONLY TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT AND WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”) AND THE RULES AND REGULATIONS THEREUNDER (AN “ELIGIBLE PURCHASER”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE 1940 ACT AND EACH SUCH PERSON WAS NOT FORMED, REFORMED, RECAPITALIZED, OPERATED OR ORGANIZED FOR THE SPECIFIC PURPOSE OF PURCHASING THE NOTES OR INVESTING IN THE ISSUER, (E) EITHER (X) IS NOT AN ENTITY ORGANIZED PRIOR TO APRIL 30, 1996 THAT IS EXCEPTED FROM THE 1940 ACT PURSUANT TO SECTION 3(c)(1) OR 3(c)(7) THEREOF OR (Y) HAS RECEIVED THE CONSENT OF THE BENEFICIAL OWNERS OF ITS SECURITIES WITH RESPECT TO ITS TREATMENT AS A QUALIFIED PURCHASER IN THE MANNER REQUIRED BY SECTION 2(a)(51)(C) OF THE 1940 ACT AND THE RULES THEREUNDER. EACH PURCHASER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN WILL BE DEEMED TO REPRESENT THAT IT AGREES TO COMPLY WITH THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE WITHIN MENTIONED INDENTURE (THE “INDENTURE”), AND WILL NOT TRANSFER THIS SECURITY OR ANY BENEFICIAL OR

ECONOMIC INTERESTS HEREIN EXCEPT IN COMPLIANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE TO AN ELIGIBLE PURCHASER WHO MAKES THE ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND AGREEMENTS REQUIRED THEREBY ON BEHALF OF ITSELF AND EACH ACCOUNT FOR WHICH IT IS PURCHASING. ANY PURPORTED TRANSFER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN THAT IS IN BREACH, AT THE TIME MADE, OF ANY TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE MAY BE VOID AB INITIO. IF AT ANY TIME THE ISSUER DETERMINES IN GOOD FAITH THAT A HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR BENEFICIAL INTERESTS HEREIN IS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN, THE ISSUER MAY IN ITS DISCRETION CONSIDER THE ACQUISITION BY SUCH HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR SUCH BENEFICIAL INTERESTS VOID AND OF NO FORCE AND EFFECT, AND SUCH ACQUISITION WILL NOT, AT THE DISCRETION OF ISSUER, OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE INDENTURE TRUSTEE UNDER THE INDENTURE, OR ANY OTHER INTERMEDIARY. IN ADDITION, THE ISSUER MAY REQUIRE SUCH ACQUIRER OR BENEFICIAL OWNER TO SELL THIS SECURITY OR SUCH BENEFICIAL INTERESTS TO AN ELIGIBLE PURCHASER.

EACH TRANSFEREE OF THIS NOTE SHALL PROVIDE THE INDENTURE TRUSTEE THE CERTIFICATION REQUIRED IN SECTION 2.05(c) OF THE INDENTURE.

Variable Funding Note Maximum Balance: As set forth in the Indenture

Note No.:[__]

Nationstar Advance Funding Trust 2012-W

SERVICER ADVANCE RECEIVABLES BACKED NOTES, SERIES 2012-W

•Nationstar Advance Funding Trust 2012-W, a Delaware statutory trust (the “Issuer”), for value received, hereby promises to pay to ____________________________, or

registered assigns (the “Noteholder”), the principal sum of ___________________________ ($____) or so much thereof as may be advanced and outstanding hereunder and to pay interest on such principal sum or such part thereof as shall remain unpaid from time to time, at the rate and at the times provided in the Indenture.

•Principal of this Note is payable on each Payment Date or such other date in an a amount as set forth in the Indenture. The outstanding Note Principal Balance of this Note bears interest at the applicable interest rate as set forth in the Indenture. On each Payment Date, amounts in respect of interest on this Note will be paid in an amount as set forth in the Indenture.

•Capitalized terms used but not defined herein have the meanings set forth in the Indenture (as may be amended and restated from time to time, the “Indenture”), dated as of June 26, 2012, between the Issuer and Wells Fargo Bank, N.A., as Indenture Trustee (the “Indenture Trustee”).

•By its acceptance of this Note, each Noteholder covenants and agrees, until the earlier of (a) the termination of the Funding Period and (b) the Maturity Date, on each Funding Date other than a Skip Funding Date to advance amounts in respect of Additional Note Balance hereunder to the Issuer, subject to and in accordance with the terms of the Indenture, the Receivables Purchase Agreement and the Note Purchase Agreement.

•In the event of an advance of Additional Note Balance by the Noteholders as provided in Section 2.01 of the Note Purchase Agreement, each Noteholder shall, and is hereby authorized to, record on the schedule attached to its Note the date and amount of any Additional Note Balance purchased by it, and each repayment thereof; provided, that failure to make any such recordation on such schedule or any error in such schedule shall not adversely affect any Noteholder's rights with respect to its Additional Note Balance and its right to receive interest payments in respect of the Additional Note Balance held by such Noteholder.

•Absent manifest error, the Note Principal Balance of each Note as set forth in the notations made by the related Noteholder on such Note shall be binding upon the Indenture Trustee and the Issuer; provided, that failure by a Noteholder to make such recordation on its Note or any error in such notation shall not adversely affect any Noteholder's rights with respect to its Note Principal Balance and its right to receive principal and interest payments in respect thereof.

•Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

•The statements in the legend set forth above are an integral part of the terms of this Note and by acceptance hereof each Holder of this Note agrees to be subject to and bound by the terms and provisions set forth in such legend.

•Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Indenture Trustee, by manual signature, this Note shall not entitle the Noteholder hereof to any benefit under the Indenture or the Note Purchase Agreement and/or be valid for any purpose.

•THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK AND WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PROVISIONS THEREOF.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Date: ________, ____

Nationstar Advance Funding Trust 2012-W

By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee

By:______________________________

Authorized Signatory

INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within‑mentioned Indenture.

Date: ________, ____

WELLS FARGO BANK, N.A., not in its individual capacity but solely as Indenture Trustee

By:______________________________

Authorized Signatory

[Reverse Of Note]

•This Note is one of the duly authorized Notes of the Issuer, designated as its Servicer Advance Receivables Backed Notes, Series 2012-W, (herein called the “Notes”), all issued under the Indenture. Reference is hereby made to the Indenture and all indentures supplemental thereto, and the Note Purchase Agreement for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. To the extent that any provision of this Note contradicts or is inconsistent with the provisions of the Indenture or the Note Purchase Agreement, the provisions of the Indenture or the Note Purchase Agreement, as applicable, shall control and supersede such contradictory or inconsistent provision herein. The Notes are subject to all terms of the Indenture and the Note Purchase Agreement.

•The principal of and interest on this Note are payable 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. All payments made by the Issuer with respect to this Note shall be applied in accordance with the Indenture and the Note Purchase Agreement.

•The entire unpaid principal amount and all accrued and unpaid interest of this Note shall be due and payable on the earlier of (i) any Redemption Date relating to a Total Redemption or other date set forth under Section 2.16 of the Indenture and (ii) the Stated Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount and all accrued and unpaid interest of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee, at the direction or upon the prior written consent of the Agent, acting with the consent of the Controlling Class Required Noteholders, has declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Notes shall be made to the Holders of the Notes entitled thereto as set forth in Section 2.10(c) of the Indenture.

•The Collateral secures this Note and all other Notes equally and ratably without prejudice, priority or distinction between this Note and any other Note. The Notes are non‑recourse obligations of the Issuer and are limited in right of payment to amounts available from the Collateral, as provided in the Indenture. The Issuer shall not otherwise be liable for payments on the Notes, and none of the owners, agents, officers, directors, employees, or successors or assigns of the Issuer shall be personally liable for any amounts payable, or performance due, under the Notes or the Indenture.

•Any installment of interest or principal on this Note shall be paid on the applicable Payment Date or such other date as set forth in the Indenture, as applicable, to the Person in whose name this Note (or one or more predecessor Notes) is registered in the Note Register as of the close of business on the related Record Date by wire transfer in immediately available funds to the account specified in writing by the related Noteholder to the extent provided by the Indenture and otherwise by check mailed to the Noteholder.

•Any reduction in the principal amount of this Note (or any one or more predecessor Notes) effected by any payments made on any Funding Date, Payment Date or Redemption Date relating to a Partial Redemption, as applicable, shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. Any increase in the principal amount of this Note (or any one or more predecessor Notes) effected by payments to the Issuer of Additional Note Balances shall be binding upon the Issuer and shall inure to the benefit of all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.

•As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in the form attached hereto duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Securities Transfer Agent's Medallion Program (“STAMP”), and thereupon one or more new Notes of authorized denominations and in the same aggregate

principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the Issuer may require the related Noteholder to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

•Each Noteholder, by acceptance of a Note or a beneficial ownership interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or Owner Trustee in their individual capacities, (ii) any owner of a beneficial ownership interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or “control person” within the meaning of the 1933 Act and the 1934 Act of the Indenture Trustee or Owner Trustee in its individual capacity, any holder of a beneficial ownership interest in the Issuer or the Indenture Trustee or Owner Trustee or of any successor or assign of the Indenture Trustee or Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

•Each Noteholder, by acceptance of a Note or a beneficial ownership interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Issuer, or join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes or the Transaction Documents.

•The Issuer has entered into the Indenture and this Note is issued with the intention that, for federal, state and local income and franchise tax purposes, the Notes [will qualify] as debt secured by the Collateral. Each Noteholder, by acceptance of a Note, agrees to treat the Notes for federal, state and local income and franchise tax purposes as debt unless required otherwise by law in a proceeding of final determination.

•Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

•The Indenture permits, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer pursuant to the terms and provisions of Article VIII of the Indenture. The Indenture also contains provisions permitting the Holders of Notes representing specified Percentage Interests of the Outstanding Notes, on behalf of all of the Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of any Noteholder.

•The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

•The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

•No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

•Anything herein to the contrary notwithstanding, except as expressly provided in the Transaction Documents, none of the Issuer in its individual capacity, any owner of a beneficial interest in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Transaction Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

•FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

•(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:

*/

Signature Guaranteed:

*/

*/NOTICE:The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of STAMP.

Schedule to Series 2012-W Note

dated as of June 26, 2012

of Nationstar Advance Funding Trust 2012-W

Date of advance of Additional Note Balance	Amount of advance of Additional Note Balance	Percentage Interest	Aggregate Note Balance	Note Principal Balance of Note
		___%

A-II-2

Exhibit A-II-1

FORM OF [FIXED][FLOATING] RATE [__]% GLOBAL Term NOTE

THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE MAXIMUM NOTE PRINCIPAL BALANCE SHOWN ON THE FACE HEREOF.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), TO THE NOTE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF ANY AGENT MEMBER OF DTC (AND ANY PAYMENT IS MADE SUCH AGENT MEMBER), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE RELATED AGENT MEMBER, HAS AN INTEREST HEREIN.

TRANSFERS OF THIS NOTE IN WHOLE, BUT NOT IN PART, SHALL BE LIMITED TO TRANSFERS TO MEMBER AGENTS OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.

THE FAILURE TO PROVIDE THE ISSUER, THE INDENTURE TRUSTEE AND ANY PAYING AGENT WITH THE APPLICABLE U.S. FEDERAL INCOME TAX CERTIFICATIONS (GENERALLY, AN INTERNAL REVENUE SERVICE FORM W-9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS A "UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR AN APPLICABLE INTERNAL REVENUE SERVICE FORM W-8 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS NOT A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE CODE) MAY RESULT IN U.S. FEDERAL BACK-UP WITHHOLDING FROM PAYMENTS TO THE HOLDER IN RESPECT OF THIS NOTE.

EACH HOLDER OF THIS NOTE OR INTERESTS HEREIN WILL HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE INDENTURE, INCLUDING THE REPRESENTATION AND AGREEMENT THAT IF IT IS AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) WHICH IS SUBJECT TO TITLE I OF ERISA OR A PLAN (AS DEFINED IN SECTION 4975(e)(1) OF THE CODE) WHICH IS SUBJECT TO SECTION 4975 OF THE CODE) OR A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), ITS PURCHASE, HOLDING AND DISPOSITION OF THE NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR, IN THE CASE OF A

GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN SUBJECT TO SIMILAR LAW, A NON-EXEMPT VIOLATION OF ANY SIMILAR LAW. ANY PURPORTED TRANSFER OF THIS NOTE TO A PURCHASER THAT DOES NOT COMPLY WITH THE ABOVE REQUIREMENTS SHALL BE NULL AND VOID AB INITIO.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE (A) IN COMPLIANCE WITH THE REQUIREMENTS OF THE INDENTURE AND (B) ONLY TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT AND WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”) AND THE RULES AND REGULATIONS THEREUNDER (AN “ELIGIBLE PURCHASER”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE 1940 ACT AND EACH SUCH PERSON WAS NOT FORMED, REFORMED, RECAPITALIZED, OPERATED OR ORGANIZED FOR THE SPECIFIC PURPOSE OF PURCHASING THE NOTES OR INVESTING IN THE ISSUER, (E) EITHER (X) IS NOT AN ENTITY ORGANIZED PRIOR TO APRIL 30, 1996 THAT IS EXCEPTED FROM THE 1940 ACT PURSUANT TO SECTION 3(c)(1) OR 3(c)(7) THEREOF OR (Y) HAS RECEIVED THE CONSENT OF THE BENEFICIAL OWNERS OF ITS SECURITIES WITH RESPECT TO ITS TREATMENT AS A QUALIFIED PURCHASER IN THE MANNER REQUIRED BY SECTION 2(a)(51)(C) OF THE 1940 ACT AND THE RULES THEREUNDER. EACH PURCHASER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN WILL BE DEEMED TO REPRESENT THAT IT AGREES TO COMPLY WITH THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE WITHIN MENTIONED INDENTURE (THE “INDENTURE”), AND WILL NOT TRANSFER THIS SECURITY OR ANY BENEFICIAL OR ECONOMIC INTERESTS HEREIN EXCEPT IN COMPLIANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE TO AN ELIGIBLE PURCHASER WHO MAKES THE ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND AGREEMENTS REQUIRED THEREBY ON BEHALF OF ITSELF AND EACH ACCOUNT FOR WHICH IT IS PURCHASING. ANY PURPORTED TRANSFER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN THAT IS IN BREACH, AT THE TIME MADE, OF ANY TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE MAY BE VOID AB INITIO. IF AT ANY TIME THE ISSUER DETERMINES IN GOOD FAITH THAT A HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR BENEFICIAL INTERESTS HEREIN IS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN, THE ISSUER MAY IN ITS DISCRETION CONSIDER THE ACQUISITION BY SUCH HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR SUCH BENEFICIAL INTERESTS VOID AND OF NO FORCE AND EFFECT, AND SUCH ACQUISITION WILL NOT, AT THE DISCRETION OF ISSUER, OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE INDENTURE TRUSTEE UNDER THE INDENTURE, OR ANY OTHER INTERMEDIARY. IN ADDITION, THE ISSUER MAY REQUIRE SUCH ACQUIRER OR BENEFICIAL OWNER TO SELL THIS SECURITY OR SUCH BENEFICIAL INTERESTS TO AN ELIGIBLE PURCHASER.

EACH TRANSFEREE OF THIS NOTE SHALL PROVIDE THE INDENTURE TRUSTEE THE CERTIFICATION REQUIRED IN SECTION 2.05(c) OF THE INDENTURE.

Maximum Note Balance: As set forth in the Indenture

Term Note Principal Balance: $

Note No.:

Nationstar Advance Funding Trust 2012-W

servicer ADVANCE RECEIVABLES BACKED NOTES, SERIES 2012-W

•Nationstar Advance Funding Trust 2012-W, a Delaware statutory trust (the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns (the “Noteholder”), the principal sum of [______________] ($[_________]) or so much thereof as may be advanced and outstanding hereunder and to pay interest on such principal sum or such part thereof as shall remain unpaid from time to time, at the rate and at the times provided in the Indenture.

•Principal of this Note is payable on each Payment Date or such other date in an amount as set forth in the Indenture. The Outstanding Note Principal Balance of this Note bears interest at the applicable interest rate as set forth in the Indenture. On each Payment Date, amounts in respect of interest on this Note will be paid in an amount as set forth in the Indenture.

•Capitalized terms used but not defined herein have the meanings set forth in the Indenture (as may be amended and restated from time to time, the “Indenture”), dated as of June 26, 2012, between the Issuer and Wells Fargo Bank, N.A., as Indenture Trustee (the “Indenture Trustee”).

•In the event of an applicable payment of principal on the Notes, in accordance with the terms and provisions of the Indenture, each Noteholder shall, and is hereby authorized to, record on the schedule attached to its Note the date and amount of the remaining Note Principal Balance of such Note. Absent manifest error, the Note Principal Balance of each Note as set forth in the notations made by the related Noteholder on such Note shall be binding upon the Indenture Trustee and the Issuer; provided, that failure by a Noteholder to make such recordation on its Note or any error in such notation shall not adversely affect any Noteholder's rights with respect to its Note Principal Balance and its right to receive principal and interest payments in respect thereof.

•Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

•The statements in the legend set forth above are an integral part of the terms of this Note and by acceptance hereof each Holder of this Note agrees to be subject to and bound by the terms and provisions set forth in such legend.

•Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Indenture Trustee, by manual signature, this Note shall not entitle the Noteholder hereof to any benefit under the Indenture and/or be valid for any purpose.

•THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK AND WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PROVISIONS THEREOF.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Date: ________, ____

Nationstar Advance Funding Trust 2012-W

By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee

By:______________________________

Authorized Signatory

INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within‑mentioned Indenture.

Date: ________, ____

WELLS FARGO BANK, N.A., not in its individual capacity but solely as Indenture Trustee

By:______________________________

Authorized Signatory

[Reverse Of Note]

•This Note is one of the duly authorized Notes of the Issuer, designated as its Servicer Advance Receivables Backed Notes, Series 2012-W (herein called the “Notes”), all issued under the Indenture. Reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. To the extent that any provision of this Note contradicts or is inconsistent with the provisions of the Indenture, the provisions of the Indenture shall control and supersede such contradictory or inconsistent provision herein. The Notes are subject to all terms of the Indenture.

•The principal of and interest on this Note are payable 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. All payments made by the Issuer with respect to this Note shall be applied in accordance with the Indenture.

•The entire unpaid principal amount and all accrued and unpaid interest of this Note shall be due and payable on the earlier of (i) any Redemption Date relating to a Total Redemption or other date set forth under Section 2.16 of the Indenture and (ii) the Stated Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount and all accrued and unpaid interest of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee, at the direction or upon the prior written consent of the Agent, acting with the consent of the Controlling Class Required Noteholders, has declared the Notes to be immediately due and payable in the manner provided in the Indenture. All applicable principal payments on the Notes shall be made to the Holders of the Notes entitled thereto as set forth in Section 2.10(c) of the Indenture.

•The Collateral secures this Note and all other Notes equally and ratably without prejudice, priority or distinction between this Note and any other Note. The Notes are non‑recourse obligations of the Issuer and are limited in right of payment to amounts available from the Collateral, as provided in the Indenture. The Issuer shall not otherwise be liable for payments on the Notes, and none of the owners, agents, officers, directors, employees, or successors or assigns of the Issuer shall be personally liable for any amounts payable, or performance due, under the Notes or the Indenture.

•Any installment of interest or principal on this Note shall be paid on the applicable Payment Date or such other date as set forth in the Indenture, as applicable, to the Person in whose name this Note (or one or more predecessor Notes) is registered in the Note Register as of the close of business on the related Record Date by wire transfer in immediately available funds to the account specified in writing by the related Noteholder to the extent provided by the Indenture and otherwise by check mailed to the Noteholder.

•Any reduction in the principal amount of this Note (or any one or more predecessor Notes) effected by any payments made on any applicable Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.

•As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in the form attached hereto duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Securities Transfer Agent's Medallion Program (“STAMP”), and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the Issuer may require the related Noteholder to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

•Each Noteholder, by acceptance of a Note or a beneficial ownership interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing

delivered in connection therewith, against (i) the Indenture Trustee or Owner Trustee in their individual capacities, (ii) any owner of a beneficial ownership interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or “control person” within the meaning of the 1933 Act and the 1934 Act of the Indenture Trustee or Owner Trustee in its individual capacity, any holder of a beneficial ownership interest in the Issuer or the Indenture Trustee or Owner Trustee or of any successor or assign of the Indenture Trustee or Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

•Each Noteholder, by acceptance of a Note or a beneficial ownership interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Issuer, or join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes or the Transaction Documents.

•The Issuer has entered into the Indenture and this Note is issued with the intention that, for federal, state and local income and franchise tax purposes, the Notes will qualify as debt secured by the Collateral. Each Noteholder, by acceptance of a Note, agrees to treat the Notes for federal, state and local income and franchise tax purposes as debt unless required otherwise by law in a proceeding of final determination.

•Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

•The Indenture permits the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer pursuant to the terms and provisions of Article VIII of the Indenture. The Indenture also contains provisions permitting the Holders of Notes representing specified Percentage Interests of the Outstanding Notes, on behalf of all of the Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of any Noteholder.

•The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

•The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

•No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

•Anything herein to the contrary notwithstanding, except as expressly provided in the Transaction Documents, none of the Issuer in its individual capacity, any owner of a beneficial interest in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Transaction Documents, in the case of an Event of Default under the

Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

•FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

•(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:

*/

Signature Guaranteed:

*/

*/NOTICE:The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of STAMP.

Schedule to Series 2012-W Note

dated as of June 26, 2012

of Nationstar Advance Funding Trust 2012-W

Payment Date	Amount of principal payment	Percentage Interest	Aggregate Note Balance	Note Principal Balance of Note
		___%

A-II-2-1

Exhibit A-II-2

FORM OF [FIXED][FLOATING] RATE [__]% Certificated Term NOTE

THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE MAXIMUM NOTE PRINCIPAL BALANCE SHOWN ON THE FACE HEREOF.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

THE FAILURE TO PROVIDE THE ISSUER, THE INDENTURE TRUSTEE AND ANY PAYING AGENT WITH THE APPLICABLE U.S. FEDERAL INCOME TAX CERTIFICATIONS (GENERALLY, AN INTERNAL REVENUE SERVICE FORM W-9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS A "UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR AN APPLICABLE INTERNAL REVENUE SERVICE FORM W-8 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS NOT A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE CODE) MAY RESULT IN U.S. FEDERAL BACK-UP WITHHOLDING FROM PAYMENTS TO THE HOLDER IN RESPECT OF THIS NOTE.

EACH HOLDER OF THIS NOTE OR INTERESTS HEREIN WILL HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE INDENTURE, INCLUDING THE REPRESENTATION AND AGREEMENT THAT IF IT IS AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) WHICH IS SUBJECT TO TITLE I OF ERISA OR A PLAN (AS DEFINED IN SECTION 4975(e)(1) OF THE CODE) WHICH IS SUBJECT TO SECTION 4975 OF THE CODE) OR A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), ITS PURCHASE, HOLDING AND DISPOSITION OF THE NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR, IN THE CASE OF A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN SUBJECT TO SIMILAR LAW, A NON-EXEMPT VIOLATION OF ANY SIMILAR LAW. ANY PURPORTED TRANSFER OF THIS NOTE TO A PURCHASER THAT DOES NOT COMPLY WITH THE ABOVE REQUIREMENTS SHALL BE NULL AND VOID AB INITIO.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE (A) IN COMPLIANCE WITH THE REQUIREMENTS OF THE INDENTURE AND (B) ONLY TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT AND WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”) AND THE RULES AND REGULATIONS THEREUNDER (AN “ELIGIBLE PURCHASER”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE 1940 ACT AND EACH SUCH

PERSON WAS NOT FORMED, REFORMED, RECAPITALIZED, OPERATED OR ORGANIZED FOR THE SPECIFIC PURPOSE OF PURCHASING THE NOTES OR INVESTING IN THE ISSUER, (E) EITHER (X) IS NOT AN ENTITY ORGANIZED PRIOR TO APRIL 30, 1996 THAT IS EXCEPTED FROM THE 1940 ACT PURSUANT TO SECTION 3(c)(1) OR 3(c)(7) THEREOF OR (Y) HAS RECEIVED THE CONSENT OF THE BENEFICIAL OWNERS OF ITS SECURITIES WITH RESPECT TO ITS TREATMENT AS A QUALIFIED PURCHASER IN THE MANNER REQUIRED BY SECTION 2(a)(51)(C) OF THE 1940 ACT AND THE RULES THEREUNDER. EACH PURCHASER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN WILL BE DEEMED TO REPRESENT THAT IT AGREES TO COMPLY WITH THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE WITHIN MENTIONED INDENTURE (THE “INDENTURE”), AND WILL NOT TRANSFER THIS SECURITY OR ANY BENEFICIAL OR ECONOMIC INTERESTS HEREIN EXCEPT IN COMPLIANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE TO AN ELIGIBLE PURCHASER WHO MAKES THE ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND AGREEMENTS REQUIRED THEREBY ON BEHALF OF ITSELF AND EACH ACCOUNT FOR WHICH IT IS PURCHASING. ANY PURPORTED TRANSFER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN THAT IS IN BREACH, AT THE TIME MADE, OF ANY TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE MAY BE VOID AB INITIO. IF AT ANY TIME THE ISSUER DETERMINES IN GOOD FAITH THAT A HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR BENEFICIAL INTERESTS HEREIN IS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN, THE ISSUER MAY IN ITS DISCRETION CONSIDER THE ACQUISITION BY SUCH HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR SUCH BENEFICIAL INTERESTS VOID AND OF NO FORCE AND EFFECT, AND SUCH ACQUISITION WILL NOT, AT THE DISCRETION OF ISSUER, OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE INDENTURE TRUSTEE UNDER THE INDENTURE, OR ANY OTHER INTERMEDIARY. IN ADDITION, THE ISSUER MAY REQUIRE SUCH ACQUIRER OR BENEFICIAL OWNER TO SELL THIS SECURITY OR SUCH BENEFICIAL INTERESTS TO AN ELIGIBLE PURCHASER.

EACH TRANSFEREE OF THIS NOTE SHALL PROVIDE THE INDENTURE TRUSTEE THE CERTIFICATION REQUIRED IN SECTION 2.05(c) OF THE INDENTURE.

Maximum Note Balance: As set forth in the Indenture

Term Note Principal Balance: $[_______]

Note No.:

Nationstar Advance Funding Trust 2012-W

SERVICER ADVANCE RECEIVABLES BACKED NOTES, SERIES 2012-W

•Nationstar Advance Funding Trust 2012-W, a Delaware statutory trust (the “Issuer”), for value received, hereby promises to pay to [______________], or registered assigns (the “Noteholder”), the principal sum of [______________] ($[_________]) or so much thereof as may be advanced and outstanding hereunder and to pay interest on such principal sum or such part thereof as shall remain unpaid from time to time, at the rate and at the times provided in the Indenture.

•Principal of this Note is payable on each Payment Date or such other date in an amount as set forth in the Indenture. The Outstanding Note Principal Balance of this Note bears interest at the applicable interest rate as set forth in the Indenture. On each Payment Date, amounts in respect of interest on this Note will be paid in an amount as set forth in the Indenture.

•Capitalized terms used but not defined herein have the meanings set forth in the Indenture (as may be amended and restated from time to time, the “Indenture”), dated as of June 26, 2012, between the Issuer and Wells Fargo Bank, N.A., as Indenture Trustee (the “Indenture Trustee”).

•In the event of an applicable payment of principal on the Notes, in accordance with the terms and provisions of the Indenture, each Noteholder shall, and is hereby authorized to, record on the schedule attached to its Note the date and amount of the remaining Note Principal Balance of such Note. Absent manifest error, the Note Principal Balance of each Note as set forth in the notations made by the related Noteholder on such Note shall be binding upon the Indenture Trustee and the Issuer; provided, that failure by a Noteholder to make such recordation on its Note or any error in such notation shall not adversely affect any Noteholder's rights with respect to its Note Principal Balance and its right to receive principal and interest payments in respect thereof.

•Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

•The statements in the legend set forth above are an integral part of the terms of this Note and by acceptance hereof each Holder of this Note agrees to be subject to and bound by the terms and provisions set forth in such legend.

•Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Indenture Trustee, by manual signature, this Note shall not entitle the Noteholder hereof to any benefit under the Indenture and/or be valid for any purpose.

•THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK AND WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PROVISIONS THEREOF.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Date: ________, ____

Nationstar Advance Funding Trust 2012-W

By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee

By:______________________________

Authorized Signatory

INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within‑mentioned Indenture.

Date: ________, ____

WELLS FARGO BANK, N.A., not in its individual capacity but solely as Indenture Trustee

By:______________________________

Authorized Signatory

[Reverse Of Note]

•This Note is one of the duly authorized Notes of the Issuer, designated as its Servicer Advance Receivables Backed Notes, Series 2012-W, (herein called the “Notes”), all issued under the Indenture. Reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. To the extent that any provision of this Note contradicts or is inconsistent with the provisions of the Indenture, the provisions of the Indenture shall control and supersede such contradictory or inconsistent provision herein. The Notes are subject to all terms of the Indenture.

•The principal of and interest on this Note are payable 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. All payments made by the Issuer with respect to this Note shall be applied in accordance with the Indenture.

•The entire unpaid principal amount and all accrued and unpaid interest of this Note shall be due and payable on the earlier of (i) any Redemption Date relating to a Total Redemption or other date set forth under Section 2.16 of the Indenture and on the Stated Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount and all accrued and unpaid interest of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee, at the direction or upon the prior written consent of the Agent, acting with the consent of the Controlling Class Required Noteholders, has declared the Notes to be immediately due and payable in the manner provided in the Indenture. All applicable principal payments on the Notes shall be made to the Holders of the Notes entitled thereto as set forth in Section 2.10(c) of the Indenture.

•The Collateral secures this Note and all other Notes equally and ratably without prejudice, priority or distinction between this Note and any other Note. The Notes are non‑recourse obligations of the Issuer and are limited in right of payment to amounts available from the Collateral, as provided in the Indenture. The Issuer shall not otherwise be liable for payments on the Notes, and none of the owners, agents, officers, directors, employees, or successors or assigns of the Issuer shall be personally liable for any amounts payable, or performance due, under the Notes or the Indenture.

•Any installment of interest or principal on this Note shall be paid on the applicable Payment Date or such other date as set forth in the Indenture, as applicable, to the Person in whose name this Note (or one or more predecessor Notes) is registered in the Note Register as of the close of business on the related Record Date by wire transfer in immediately available funds to the account specified in writing by the related Noteholder to the extent provided by the Indenture and otherwise by check mailed to the Noteholder.

•Any reduction in the principal amount of this Note (or any one or more predecessor Notes) effected by any payments made on any applicable Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.

•As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in the form attached hereto duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Securities Transfer Agent's Medallion Program (“STAMP”), and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the Issuer may require the Noteholder to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

•Each Noteholder, by acceptance of a Note or a beneficial ownership interest in a Note,

covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or Owner Trustee in their individual capacities, (ii) any owner of a beneficial ownership interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or “control person” within the meaning of the 1933 Act and the 1934 Act of the Indenture Trustee or Owner Trustee in its individual capacity, any holder of a beneficial ownership interest in the Issuer or the Indenture Trustee or Owner Trustee or of any successor or assign of the Indenture Trustee or Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

•Each Noteholder, by acceptance of a Note or a beneficial ownership interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Issuer, or join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes or the Transaction Documents.

•The Issuer has entered into the Indenture and this Note is issued with the intention that, for federal, state and local income and franchise tax purposes, the Notes [will qualify] as debt secured by the Collateral. Each Noteholder, by acceptance of a Note, agrees to treat the Notes for federal, state and local income and franchise tax purposes as debt unless required otherwise by law in a proceeding of final determination.

•Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

•The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Noteholders. The Indenture also contains provisions permitting the Holders of Notes representing specified Percentage Interests of the Outstanding Notes, on behalf of all of the Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of any Noteholder.

•The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

•The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

•No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

•Anything herein to the contrary notwithstanding, except as expressly provided in the Transaction Documents, none of the Issuer in its individual capacity, any owner of a beneficial interest in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission to perform, any of the covenants, obligations or

indemnifications contained in the Indenture. The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Transaction Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

•FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

•(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:

*/

Signature Guaranteed:

*/

*/NOTICE:The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of STAMP.

Schedule to Series 2012-W Note

dated as of June 26, 2012

of Nationstar Advance Funding Trust 2012-W

Payment Date	Amount of principal payment	Percentage Interest	Aggregate Note Balance	Note Principal Balance of Note
		___%

B-2

EXHIBIT B

FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF NOTES TO QUALIFIED INSTITUTIONAL BUYERS / QUALIFIED PURCHASERS

[Date]

Wells Fargo Bank, N.A.

Wells Fargo Center

Sixth and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services - Nationstar 2012-ADV1

Re:Nationstar Advance Funding Trust 2012-W, Servicer Advance Receivables Backed Notes, Series 2012-W (the “Notes”)

Ladies and Gentlemen:

This letter is delivered to you in connection with the transfer by ____________________ (the “Transferor”) to _____________________________ (the “Transferee”) of the [Variable Funding][Term] Notes having an [Variable Funding][Term] Initial Principal Balance as of [________________] of $______________. The Notes were issued pursuant to an Indenture, dated as of [_____________] (the “Indenture”), between Nationstar Advance Funding Trust 2012-W as issuer and Wells Fargo Bank, N.A. as indenture trustee. All terms used herein and not otherwise defined shall have the meanings set forth in the Indenture. The Transferee hereby certifies, represents and warrants to you, as Note Registrar, that:

1.The Transferee is a “qualified institutional buyer” (a “Qualified Institutional Buyer”) as that term is defined in Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “1933 Act”), and has completed one of the forms of certification to that effect attached hereto as Annex 1. The Transferee is a “qualified purchaser” (a “Qualified Purchaser”) as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “1940 Act”) and the rules thereunder. The Transferee is acquiring the Note for its own account or for the account of a Qualified Institutional Buyer (who is a Qualified Purchaser), and understands that such Note may be resold, pledged or transferred only (i) to a person reasonably believed to be a Qualified Institutional Buyer (who is a Qualified Purchaser) that purchases for its own account or for the account of a Qualified Institutional Buyer and Qualified Purchaser.

2.The Transferee understands that it may not sell or otherwise transfer any Note except in compliance with the provisions of the Indenture, which provisions it has carefully reviewed, and that each Note will bear the following legend:

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE (A) COMPLIANCE WITH THE REQUIREMENTS OF THE INDENTURE AND (B) ONLY TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”) AND THE RULES AND REGULATIONS THEREUNDER (AN “ELIGIBLE PURCHASER”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR

THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE 1940 ACT AND EACH SUCH PERSON WAS NOT FORMED, REFORMED, RECAPITALIZED, OPERATED OR ORGANIZED FOR THE SPECIFIC PURPOSE OF PURCHASING THE NOTES OR INVESTING IN THE ISSUER, (E) EITHER (X) IS NOT AN ENTITY ORGANIZED PRIOR TO APRIL 30, 1996 THAT IS EXCEPTED FROM THE 1940 ACT PURSUANT TO SECTION 3(c)(1) OR 3(c)(7) THEREOF OR (Y) HAS RECEIVED THE CONSENT OF THE BENEFICIAL OWNERS OF ITS SECURITIES WITH RESPECT TO ITS TREATMENT AS A QUALIFIED PURCHASER IN THE MANNER REQUIRED BY SECTION 2(a)(51)(C) OF THE 1940 ACT AND THE RULES THEREUNDER. EACH PURCHASER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN WILL BE DEEMED TO REPRESENT THAT IT AGREES TO COMPLY WITH THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE WITHIN MENTIONED INDENTURE (THE “INDENTURE”), AND WILL NOT TRANSFER THIS SECURITY OR ANY BENEFICIAL OR ECONOMIC INTERESTS HEREIN EXCEPT IN COMPLIANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE TO AN ELIGIBLE PURCHASER WHO MAKES THE ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND AGREEMENTS REQUIRED THEREBY ON BEHALF OF ITSELF AND EACH ACCOUNT FOR WHICH IT IS PURCHASING. ANY PURPORTED TRANSFER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN THAT IS IN BREACH, AT THE TIME MADE, OF ANY TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE MAY BE VOID AB INITIO. IF AT ANY TIME THE ISSUER DETERMINES IN GOOD FAITH THAT A HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR BENEFICIAL INTERESTS HEREIN IS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN, THE ISSUER MAY IN ITS DISCRETION CONSIDER THE ACQUISITION BY SUCH HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR SUCH BENEFICIAL INTERESTS VOID AND OF NO FORCE AND EFFECT, AND SUCH ACQUISITION WILL NOT, AT THE DISCRETION OF ISSUER, OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE INDENTURE TRUSTEE UNDER THE INDENTURE, OR ANY OTHER INTERMEDIARY. IN ADDITION, THE ISSUER MAY REQUIRE SUCH ACQUIRER OR BENEFICIAL OWNER TO SELL THIS SECURITY OR SUCH BENEFICIAL INTERESTS TO AN ELIGIBLE PURCHASER.

3.The Transferee represents that either: (a) it is not, and is not purchasing on behalf of, as a fiduciary of, as a trustee of or with assets of an employee benefit plan or plan subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or to any federal, state, local, non-U.S. or other law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”), (collectively, a “Plan”) nor a person acting on behalf of any Plan nor a person using the assets of any Plan to effect such transfer, unless it represents and warrants that the acquisition, holding and disposition of this Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or any Similar Law because it will satisfy the requirements for exemptive relief under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code, or Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or another applicable administrative or statutory exemption or, in the case of a Plan subject to Similar Law, will not result in a non-exempt violation of Similar Law.

Very truly yours,

(Transferor)

By: ____________________________

Name:

Title:

ANNEX 1 TO EXHIBIT B

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A/QUALIFIED PURCHASER STATUS UNDER SECTION 2(a)(51)

[for Transferees other than Registered Investment Companies]

The undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and [name of Note Registrar], as Note Registrar, with respect to the [Variable Funding][Term] Note No. [__] (the “Notes”) being transferred as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:

1.As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity purchasing the Notes (the “Transferee”).

2.The Transferee is a “qualified institutional buyer” as that term is defined in Rule l44A under the Securities Act of 1933 (“Rule 144A”) because (i) the Transferee owned and/or invested on a discretionary basis $100,000,000 or more in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the category marked below.

Corporation, etc. The Transferee is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

Bank. The Transferee (a) is a national bank or a banking institution organized under the laws of any State, U.S. territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Note in the case of a U.S. bank, and not more than 18 months preceding such date of sale for a foreign bank or equivalent institution.

Savings and Loan. The Transferee (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a state or federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Note in the case of a U.S. savings and loan association, and not more than 18 months preceding such date of sale for a foreign savings and loan association or equivalent institution.

Broker‑dealer. The Transferee is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.

Insurance Company. The Transferee is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner

or a similar official or agency of a State, U.S. territory or the District of Columbia.

State or Local Plan. The Transferee is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees.

ERISA Plan. The Transferee is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended.

Investment Advisor. The Transferee is an investment advisor registered under the Investment Advisers Act of 1940, as amended.

Other. (Please supply a brief description of the entity and a cross‑reference to the paragraph and subparagraph under subsection (a)(1) of Rule 144A pursuant to which it qualifies.)

3.The Transferee is a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended, together with the rules and regulations thereunder (the “1940 Act”), and is aware that the Issuer will not be registered under the 1940 Act in reliance on the exemption set forth in Section 3(c)(7) thereof and that the Notes have not been and will not be registered under the Securities Act of 1933, as amended. The Transferee further represents and warrants that:

(A)it is not purchasing the Notes with a view to the resale, distribution or other disposition thereof in violation of the Securities Exchange Act of 1934, as amended, and will not sell participation interests in the notes or enter into any other arrangement pursuant to which any other person will be entitled to an interest in any payments on or based on the notes;

(B)it is not a broker-dealer that owns and invests on a discretionary basis less than $25 million in securities of unaffiliated issuers;

(C)it is not a participant-directed employee plan, such as a 401(k) plan, as referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(i)(F) of Rule 144A that holds the assets of such a plan;

(D)it is not (x) a partnership, common trust fund, special trust, pension fund or retirement plan or other entity in which the partners, beneficiaries, security owners or participants, as the case may be, may designate the particular investments to be made or the allocation thereof, unless each such partner, beneficiary, security owner or participant empowered alone or with other partners or participants to make such decisions meets all requirements set forth herein for qualification as an eligible purchaser, or (y) an entity that has invested more than 40% of its assets in securities of the Issuer, giving effect to the amount invested in connection with its acquisition of the notes or a beneficial interest therein, unless each beneficial owner of the eligible purchaser's securities meets all requirements set forth herein for qualification as an eligible purchaser;

(E)it either (x) is not an entity organized prior to April 30, 1996 that is excepted from the 1940 Act pursuant to section 3(c)(1) or 3(c)(7) thereof or (y) has received the consent of the beneficial owners of its securities with respect to its treatment as a “qualified purchaser” in the manner required by section 2(a)51(C) of the 1940 Act and the rules thereunder;

(F)it acknowledges that the Notes are being offered only in a transaction not involving any public offering within the meaning of the Securities Act of 1933, as amended, and that the Notes

have not been and will not be registered under the Securities Act of 1933, as amended, and the Issuer has not been or will be registered under the 1940 Act; and

(G)if in the future it decides to offer, resell, pledge or otherwise transfer the Purchased Notes or beneficial or economic interests therein, such Notes or interests may be offered, resold, pledged or otherwise transferred only to a transferee who first provides a certificate in the form of this Exhibit B of the Indenture on behalf of itself and each account for which it is purchasing.

4.The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Transferee, (ii) securities that are part of an unsold allotment to or subscription by the Transferee, if the Transferee is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee did not include any of the securities referred to in this paragraph.

5.For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee used the cost of such securities to the Transferee, unless the Transferee reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities were valued at market. Further, in determining such aggregate amount, the Transferee may have included securities owned by subsidiaries of the Transferee, but only if such subsidiaries are consolidated with the Transferee in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Transferee's direction. However, such securities were not included if the Transferee is a majority‑owned, consolidated subsidiary of another enterprise and the Transferee is not itself a reporting company under the Securities Exchange Act of 1934, as amended.

6.____ ____Will the Transferee be purchasing the Notes

YesNoonly for the Transferee's own account?

If the answer to the foregoing question is “no,” then in each case where the Transferee is purchasing for an account other than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning of Rule l44A and a “qualified purchaser” under Section 2(a)(51) and the rules and regulations thereunder, and the “qualified institutional buyer” and “qualified purchaser” status of such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A and such third party has represented that it is a “qualified purchaser” under Section 2(a)(51) and the rules and regulations thereunder.

8.The Transferee will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Transferee's purchase of the Notes will constitute a reaffirmation of this certification as of the date of such purchase. In addition, if the Transferee is a bank or savings and loan as provided above, the Transferee agrees that it will furnish to such parties any updated annual financial statements that become available on or before the date of such purchase, promptly after they become available.

Print Name of Transferee

By: ____________________________

Name:

Title:

Date:

EXHIBIT C

FORM OF MONTHLY SERVICER REPORT

EXHIBIT D

FORM OF payment date report

EXHIBIT E

FORM OF FUNDING DATE REPORT

EXHIBIT F

FORM OF TRUSTEE REPORT

EXHIBIT G

FORM OF CALCULATION AGENT REPORT

EXHIBIT H

Form of ASSIGNMENT OF RECEIVABLES AND

SCHEDULES OF SECURITIZATION TRUSTS

[DATE]

Wells Fargo Bank, N.A.

9062 Old Annapolis Road

Columbia, Maryland 20145-1951

Attention: Client Manager - Nationstar 2012-ADV1

American Mortgage Consultants, Inc.

335 Madison Avenue, 27^th Floor

New York, New York 10017

Attention: [_________]

301 South College Street

MAC D1053-082

Charlotte, North Carolina 28288

Attention: Benjamin Peterson

Re: Assignment of Receivables and Schedule of Securitization Trusts

This Assignment of Receivables and Schedule of Securitization Trusts (the “Schedule”) is a schedule to and is hereby incorporated by this reference into a certain Indenture (the “Indenture”), dated as of June 26, 2012, by and between Nationstar Advance Funding Trust 2012-W, a Delaware statutory trust (the “Issuer”), and Wells Fargo Bank, N.A. (the “Indenture Trustee”). All capitalized terms used herein shall have the meanings set forth in, or referred to in, the Indenture.

In accordance with Section 2.01 of the Receivables Purchase Agreement, the Seller has sold, assigned, conveyed and transferred to the Depositor and the Depositor has hereby sold, assigned, conveyed, contributed and transferred to the Issuer and its assignees, without recourse, but subject to the terms of the Receivables Purchase Agreement, all of the Seller's or Depositor's, as applicable, right, title and interest in, to and under its rights to reimbursement for Delinquency Advances and Servicing Advances made by the Seller, as Servicer, and existing as of the above date of conveyance under each Securitization Trust listed on Schedule I through Schedule III attached hereto.

Upon delivery of an executed Schedule, written confirmation from the Agent that the Securitization Trusts listed on the attached schedules are satisfactory to the Agent and satisfaction of the conditions set forth in Section 7.03 of the Indenture, Schedule I-A, Schedule I-B, Schedule II and Schedule III of the Indenture shall be amended to include the Securitization Trusts set forth on Schedule I-A, Schedule I-B, Schedule II and Schedule III on this Schedule without any further act.

NATIONSTAR MORTGAGE LLC, as Administrator

By:__________________________________

Name:

Title:

NATIONSTAR ADVANCE FUNDING TRUST 2012-W

By: Nationstar Mortgage LLC, its Administrator

By:_________________________________

Name:

Title:

Acknowledged and Agreed:

WELLS FARGO BANK, N.A., as Agent

By:____________________________

Name:

Title:

SCHEDULE I-A

SCHEDULE OF LOAN-LEVEL SERVICING ADVANCE SECURITIZATION TRUSTS

R78	AMREIT 1998-1
N83	ARC 2001-BC6
F39	BAYVIEW 2006-B
F62	BAYVIEW 2006-D
C8B	GPMF 2007-AR2
JA1	GPMF 2007-AR2 (GMAC acq 11/01/10)
J30	HARBORVIEW 2007-2
J97	LABS 2007-1
E97	LMT 2005-1
F12	LMT 2005-3
F66	LMT 2006-5
F78	LMT 2006-7
H05	LMT 2007-2
H18	LMT 2007-4
H39H40	LMT 2007-5
H58	LMT 2007-7
J56	LUMINENT 2006-5
J32	LUMINENT 2006-6
C4E	LXS 2005-1
F14	LXS 2005-10
E68	LXS 2005-2
C4R	LXS 2005-3
E92	LXS 2005-4
F06	LXS 2005-8
C5R	LXS 2006-1
F55JA2	LXS 2006-10N
C6M	LXS 2006-11
F63JA5	LXS 2006-12N
C6S	LXS 2006-13
C6W	LXS 2006-15
CBP	LXS 2006-18N
JA3	LXS 2006-18N (GMAC acq 11/01/10)
C7H	LXS 2006-20
C5U	LXS 2006-3
JA8	LXS 2006-4N
F44	LXS 2006-7
C6E	LXS 2006-8
C6H	LXS 2006-9
JA6	LXS 2006-GP1
JA7	LXS 2006-GP2
H49	LXS 2007-12N

H56	LXS 2007-14H
H61	LXS 2007-16N
H62	LXS 2007-17H
H76	LXS 2007-20N
CBM	LXS 2007-4N
J57	MANA 2007-OAR3
J36	MARM 2007-3
J39	REO LLC 2008-AH1
C69	SAIL 2004-10
C15	SAIL 2004-4
C42	SAIL 2004-7
E31	SAIL 2005-5
E47	SAIL 2005-6
E61	SAIL 2005-7
E73	SAIL 2005-HE3
F32	SAIL 2006-2
C64	SARM 2004-15
C89	SARM 2004-19
C24	SARM 2004-7
E42	SARM 2005-12
E52	SARM 2005-15
E90	SARM 2005-20
F01	SARM 2005-21
C94	SARM 2005-3XS
E10	SARM 2005-4
E11	SARM 2005-5
F80	SARM 2006-10
F87	SARM 2006-11
F91	SARM 2006-12
C5V	SARM 2006-2
F45	SARM 2006-4
F48	SARM 2006-5
C9L	SARM 2007-11
C7V	SARM 2007-2
C7Z	SARM 2007-3
C8M	SARM 2007-5
C8T	SARM 2007-6
C9J	SARM 2007-9
R87	SASCO 1998-11
R74	SASCO 1998-2
R76	SASCO 1998-3
N79	SASCO 2000-5
M71	SASCO 2001-11
M78	SASCO 2001-16H
M38	SASCO 2002-22H
M39	SASCO 2002-23XS

M42	SASCO 2002-25A
M92	SASCO 2002-4H
M96	SASCO 2002-5A
R65	SASCO 2002-9/DYNEX
L01	SASCO 2003-10
L04	SASCO 2003-12XS
L28	SASCO 2003-20
L29	SASCO 2003-23H
L34	SASCO 2003-24A
L37	SASCO 2003-25XS
L49	SASCO 2003-26A
L65	SASCO 2003-35
M69	SASCO 2003-4
L66	SASCO 2003-GEL1
J88	SASCO 2003-NP1
J76	SASCO 2003-NP2
J77	SASCO 2003-NP3
L76	SASCO 2003-RNP2
C26	SASCO 2004-10
C28	SASCO 2004-13
C52	SASCO 2004-15
C43	SASCO 2004-16XS
C61	SASCO 2004-18H
C78	SASCO 2004-21XS
L91	SASCO 2004-4XS
L57	SASCO 2004-7
J67	SASCO 2004-NP2
C22	SASCO 2004-S2
C79	SASCO 2004-S4
C55	SASCO 2004-SC1
E63	SASCO 2005-15
C93	SASCO 2005-2XS
E08	SASCO 2005-4XS
E20	SASCO 2005-5
E26	SASCO 2005-6
J69	SASCO 2005-RF3
E91	SASCO 2005-RF5
J71	SASCO 2005-RF7
F70	SASCO 2006-BC3
F81	SASCO 2006-BC4
F58F59	SASCO 2006-GEL3
J72	SASCO 2006-RF1
J73	SASCO 2006-RF2
F71	SASCO 2006-RF3
F65	SASCO 2006-S3
F83	SASCO 2006-S4

J95	SASCO 2007-RF2
J96	SASCO 2008-RF1
ARA	LXS 2006-4N
ARB	LXS 2006-GP1
ARU	GPMF 2006-AR6
ARE	GPMF 2006-AR8
ARF	LXS 2006-GP2
ARI	LXS 2006-10N
ARJ	LXS 2006-12N
ARK	LXS 2006-18N
ARN	GPMF 2007-AR2

SCHEDULE I-B

SCHEDULE OF LOAN-LEVEL DELINQUENCY ADVANCE SECURITIZATION TRUSTS

R78	AMREIT 1998-1
N83	ARC 2001-BC6
F39	BAYVIEW 2006-B
F62	BAYVIEW 2006-D
C8B	GPMF 2007-AR2
JA1	GPMF 2007-AR2 (GMAC acq 11/01/10)
J30	HARBORVIEW 2007-2
J97	LABS 2007-1
E97	LMT 2005-1
F12	LMT 2005-3
F66	LMT 2006-5
F78	LMT 2006-7
H05	LMT 2007-2
H18	LMT 2007-4
H39H40	LMT 2007-5
H58	LMT 2007-7
J56	LUMINENT 2006-5
J32	LUMINENT 2006-6
C4E	LXS 2005-1
F14	LXS 2005-10
E68	LXS 2005-2
C4R	LXS 2005-3
E92	LXS 2005-4
F06	LXS 2005-8
C5R	LXS 2006-1
F55JA2	LXS 2006-10N
C6M	LXS 2006-11
F63JA5	LXS 2006-12N
C6S	LXS 2006-13
C6W	LXS 2006-15
CBP	LXS 2006-18N
JA3	LXS 2006-18N (GMAC acq 11/01/10)
C7H	LXS 2006-20
C5U	LXS 2006-3
JA8	LXS 2006-4N
F44	LXS 2006-7
C6E	LXS 2006-8
C6H	LXS 2006-9
JA6	LXS 2006-GP1
JA7	LXS 2006-GP2
H49	LXS 2007-12N
H56	LXS 2007-14H

H61	LXS 2007-16N
H62	LXS 2007-17H
H76	LXS 2007-20N
CBM	LXS 2007-4N
J57	MANA 2007-OAR3
J36	MARM 2007-3
J39	REO LLC 2008-AH1
C69	SAIL 2004-10
C15	SAIL 2004-4
C42	SAIL 2004-7
E31	SAIL 2005-5
E47	SAIL 2005-6
E61	SAIL 2005-7
E73	SAIL 2005-HE3
F32	SAIL 2006-2
C64	SARM 2004-15
C89	SARM 2004-19
C24	SARM 2004-7
E42	SARM 2005-12
E52	SARM 2005-15
E90	SARM 2005-20
F01	SARM 2005-21
C94	SARM 2005-3XS
E10	SARM 2005-4
E11	SARM 2005-5
F80	SARM 2006-10
F87	SARM 2006-11
F91	SARM 2006-12
C5V	SARM 2006-2
F45	SARM 2006-4
F48	SARM 2006-5
C9L	SARM 2007-11
C7V	SARM 2007-2
C7Z	SARM 2007-3
C8M	SARM 2007-5
C8T	SARM 2007-6
C9J	SARM 2007-9
R87	SASCO 1998-11
R74	SASCO 1998-2
R76	SASCO 1998-3
N79	SASCO 2000-5
M71	SASCO 2001-11
M78	SASCO 2001-16H
M38	SASCO 2002-22H
M39	SASCO 2002-23XS
M42	SASCO 2002-25A

M92	SASCO 2002-4H
M96	SASCO 2002-5A
R65	SASCO 2002-9/DYNEX
L01	SASCO 2003-10
L04	SASCO 2003-12XS
L28	SASCO 2003-20
L29	SASCO 2003-23H
L34	SASCO 2003-24A
L37	SASCO 2003-25XS
L49	SASCO 2003-26A
L65	SASCO 2003-35
M69	SASCO 2003-4
M93	SASCO 2002-AL1
L66	SASCO 2003-GEL1
J88	SASCO 2003-NP1
J76	SASCO 2003-NP2
J77	SASCO 2003-NP3
L76	SASCO 2003-RNP2
C26	SASCO 2004-10
C28	SASCO 2004-13
C52	SASCO 2004-15
C43	SASCO 2004-16XS
C61	SASCO 2004-18H
C78	SASCO 2004-21XS
L91	SASCO 2004-4XS
L57	SASCO 2004-7
J67	SASCO 2004-NP2
C22	SASCO 2004-S2
C79	SASCO 2004-S4
C55	SASCO 2004-SC1
E63	SASCO 2005-15
C93	SASCO 2005-2XS
E08	SASCO 2005-4XS
E20	SASCO 2005-5
E26	SASCO 2005-6
J69	SASCO 2005-RF3
E91	SASCO 2005-RF5
J71	SASCO 2005-RF7
F70	SASCO 2006-BC3
F81	SASCO 2006-BC4
F58F59	SASCO 2006-GEL3
J72	SASCO 2006-RF1
J73	SASCO 2006-RF2
F71	SASCO 2006-RF3
F65	SASCO 2006-S3
F83	SASCO 2006-S4

J95	SASCO 2007-RF2
J96	SASCO 2008-RF1
ARA	LXS 2006-4N
ARB	LXS 2006-GP1
ARU	GPMF 2006-AR6
ARE	GPMF 2006-AR8
ARF	LXS 2006-GP2
ARI	LXS 2006-10N
ARJ	LXS 2006-12N
ARK	LXS 2006-18N
ARN	GPMF 2007-AR2

SCHEDULE II

SCHEDULE OF POOL-LEVEL DELINQUENCY ADVANCE SECURITIZATION TRUSTS

NONE

SCHEDULE III

SCHEDULE OF BOTTOM OF THE WATERFALL SECURITIZATION TRUSTS

Investor ID Number	Related Transaction Name
N83	ARC 2001-BC6
J30	HARBORVIEW 2007-2
J56	LUMINENT 2006-5
J32	LUMINENT 2006-6
J57	MANA 2007-OAR3
J36	MARM 2007-3
J39	REO LLC 2008-AH1
R87	SASCO 1998-11
R74	SASCO 1998-2
R76	SASCO 1998-3
N79	SASCO 2000-5
M71	SASCO 2001-11
M78	SASCO 2001-16H
M38	SASCO 2002-22H
M39	SASCO 2002-23XS
M42	SASCO 2002-25A
M92	SASCO 2002-4H
M93	SASCO 2002-AL1
M96	SASCO 2002-5A
R65	SASCO 2002-9/DYNEX
L01	SASCO 2003-10
L04	SASCO 2003-12XS
L28	SASCO 2003-20
L29	SASCO 2003-23H
L34	SASCO 2003-24A
L37	SASCO 2003-25XS
L49	SASCO 2003-26A
L65	SASCO 2003-35
M69	SASCO 2003-4
L66	SASCO 2003-GEL1
J88	SASCO 2003-NP1
J76	SASCO 2003-NP2
J77	SASCO 2003-NP3
L76	SASCO 2003-RNP2
L91	SASCO 2004-4XS
J67	SASCO 2004-NP2

SCHEDULE IV

SCHEDULE OF INITIAL RECEIVABLES

[TO BE PROVIDED ELECTRONICALLY]

SCHEDULE V

SCHEDULE OF ADDITIONAL RECEIVABLES

[None as of the closing date; to be provided electronically]

SCHEDULE VI

JUDICIAL/NON-JUDICIAL STATE and TERRITORIES LIST

State Name	State	State Designation
Alaska	AK	Non-Judicial
Alabama	AL	Non-Judicial
Arkansas	AR	Non-Judicial
Arizona	AZ	Non-Judicial
California	CA	Non-Judicial
Colorado	CO	Non-Judicial
Connecticut	CT	Judicial
Dist. Of Col.	DC	Non-Judicial
Delaware	DE	Judicial
Florida	FL	Judicial
Georgia	GA	Non-Judicial
Hawaii	HI	Judicial
Iowa	IA	Judicial
Idaho	ID	Non-Judicial
Illinois	IL	Judicial
Indiana	IN	Judicial
Kansas	KS	Judicial
Kentucky	KY	Judicial
Louisiana	LA	Judicial
Massachusetts	MA	Non-Judicial
Maryland	MD	Non-Judicial
Maine	ME	Judicial
Michigan	MI	Non-Judicial
Minnesota	MN	Non-Judicial
Missouri	MO	Non-Judicial
Mississippi	MS	Non-Judicial
Montana	MT	Judicial
North Carolina	NC	Non-Judicial
North Dakota	ND	Judicial
Nebraska	NE	Judicial
New Hampshire	NH	Non-Judicial
New Jersey	NJ	Judicial
New Mexico	NM	Judicial
Nevada	NV	Non-Judicial
New York	NY	Judicial
Ohio	OH	Judicial
Oklahoma	OK	Judicial
Oregon	OR	Non-Judicial
Pennsylvania	PA	Judicial
Rhode Island	RI	Non-Judicial
South Carolina	SC	Judicial
South Dakota	SD	Judicial
Tennessee	TN	Non-Judicial

Texas	TX	Non-Judicial
Utah	UT	Non-Judicial
Virginia	VA	Non-Judicial
Vermont	VT	Judicial
Washington	WA	Non-Judicial
Wisconsin	WI	Judicial
West Virginia	WV	Non-Judicial
Wyoming	WY	Non-Judicial
Guam	GU	Non-Judicial
Puerto Rico	PR	Judicial
Virgin Islands	VI	Judicial
New York City	NYC	Judicial

SCHEDULE VII

WIRE instructions

If to Nationstar Mortgage LLC:

Name of Bank:Wells Fargo Bank, N.A.

City/State of Bank:San Francisco, CA

ABA Number of Bank:121-000-248

Name of Account:Nationstar Mortgage LLC

Account Number at Bank:4121888200

If to Nationstar Advance Funding 2012-W, LLC:

Name of Bank:Wells Fargo Bank, N.A.

City/State of Bank:San Francisco, CA

ABA Number of Bank:121-000-248

Name of Account:Nationstar Advance Funding 2012-W, LLC

Account Number at Bank:4124222688

If to the Reimbursement Account:

Name of Bank:Wells Fargo Bank, N.A.

ABA: 121-000-248

Account No.:3970771416

Account Name: Corporate Trust Clearing

For Further Credit To:48042501

If to the Note Payment Account:

Name of Bank:Wells Fargo Bank, N.A.

ABA: 121-000-248

Account No.:3970771416

Account Name: Corporate Trust Clearing

For Further Credit To:48042500

If to the Reserve Account:

Name of Bank:Wells Fargo Bank, N.A.

ABA: 121-000-248

Account No.:3970771416

Account Name: Corporate Trust Clearing

For Further Credit To:48042502

If to the Funding Account:

Name of Bank:Wells Fargo Bank, N.A.

ABA: 121-000-248

Account No.:3970771416

Account Name: Corporate Trust Clearing

For Further Credit To:48042503

If to the Agent:

Name of Bank:Wells Fargo Bank, N.A.

City/State of Bank:San Francisco, CA 94163

ABA Number of Bank:121-000-248

Account Number at Bank:01005620033060

Attention:Charles Forbes

REF: Nationstar

If to the Noteholder:

Name of Bank:Wells Fargo Bank, N.A.

City/State of Bank:San Francisco, CA 94163

ABA Number of Bank:121-000-248

REF - Ops

Account Number at Bank:01005620033060

Attention:Charles Forbes

REF: Nationstar

If to the Owner Trustee:

Name of Bank:Wilmington Trust, National Association

City/State of Bank:Wilmington, Delaware

ABA Number of Bank: 031100092

Name of Account:Nationstar Mtg. Adv. Rec. Trust 2012-ADV1

Account Number at Bank:098247-000

SCHEDULE VIII

SCHEDULE OF LEGACY DEFERRED SERVICING FEES

None as of Closing Date

SCHEDULE IX

SCHEDULE OF SUBSERVICED SECURITIZATION TRUSTS

Transaction

Bayview 2006-B

Bayview 2006-D

GPMF 2007-AR2

LABS 2007-1

LMT 2005-1

LMT 2005-3

LMT 2006-5

LMT 2006-7

LMT 2007-2

LXS 2005-1

LXS 2005-10

LXS 2005-3

LXS 2005-4

LXS 2005-8

LXS 2006-12N

LXS 2006-13

LXS 2006-8

LXS 2006-GP2

LXS 2007-12N

LXS 2007-16N

MANA 2007-OAR3

SAIL 2004-10

SARM 2004-15

SARM 2004-19

SARM 2004-7

SARM 2005-12

SARM 2005-15

SARM 2005-20

SARM 2005-21

SARM 2005-5

SAS 2001-16H

SAS 2002-22H

SAS 2002-23XS

SAS 2002-25A

SAS 2002-4H

SAS 2002-5A

SAS 2002-9

SAS 2002-AL1

SAS 2003-20

SAS 2003-24A

SAS 2003-25XS

SAS 2003-26A

SAS 2003-35

SAS 2003-GEL1

SAS 2004-18H

SAS 2004-S2

SAS 2005-15

SAS 2005-6

SAS 2005-RF3

SAS 2005-RF5

SAS 2005-RF7

SAS 2006-RF1

SAS 2006-RF2

SAS 2006-RF3

SCHEDULE X

SCHEDULE OF MSR TRANSFER EVIDENCE

1. Omnibus Consent, Amendment and Servicer Appointment, dated as of June 26, 2012, among Aurora Loan Services LLC, Aurora Bank FSB, Nationstar Mortgage LLC, The Bank of New York Mellon, Citibank, N.A., HSBC Bank USA, National Association, U.S. Bank National Association, Wells Fargo Bank, National Association and Wilmington Trust Company, RBS Acceptance Inc. (f/k/a Greenwich Capital Acceptance, Inc.), Lehman ABS Corporation, Ocwen Federal Bank FSB, MBIA Insurance Corporation, Ambac Assurance Corporation and CIFG Assurance North America, Inc.

2. Omnibus Amendment, dated as of June 26, 2012, among Structured Asset Securities Corporation, Aurora Loan Services LLC and U.S. Bank National Association, as trustee.

3. Asset Purchase Agreement.

4.All rating agency confirmations for the transfer of servicing to Nationstar as required by the applicable Servicing Contract.

5. Consent, dated as of June 26, 2012, between Aurora Loan Services LLC, Aurora Bank FSB, Wells Fargo Bank, National Association and Lehman ABS Corporation. 

6.Consent, dated as of June 26, 2012 between Aurora Loan Services LLC, Aurora Bank FSB and ALS.

7.Consent, Amendment and Master Servicer Amendment, dated as of June 26, 2012, between Aurora Loan Services LLC, U.S. Bank National Association, as trustee and Residential Accredit Loans, Inc.

8.Officer's Certificate for Servicing Transfer for HarborView Mortgage Loan Trust 2007-2

EX-4.4

Nationstar Advance FUNDING Trust 2012-R

as Issuer

and

Wells Fargo Bank, n.a.

as Indenture Trustee

_____________________

INDENTURE

Dated as of June 26, 2012

_________________________

Nationstar Advance Funding Trust 2012-R

Servicer Advance Receivables Backed Notes, Series 2012-R

TABLE OF CONTENTS		Page
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		2
Section 1.01.	Definitions.	2
Section 1.02.	Rules of Construction.	54
ARTICLE II THE NOTES		55
Section 2.01.	Forms; Denominations; Conditions Precedent.	55
Section 2.02.	Execution, Authentication, Delivery and Dating.	57
Section 2.03.	Acknowledgment of Receipt of the Receivables.	58
Section 2.04.	The Notes Generally.	58
Section 2.05.	Registration of Transfer and Exchange of Notes.	59
Section 2.06.	Mutilated, Destroyed, Lost or Stolen Notes.	61
Section 2.07.	Noteholder Lists.	62
Section 2.08.	Persons Deemed Owners.	62
Section 2.09.	Accounts.	62
Section 2.10.	Payments on the Notes.	64
Section 2.11.	Final Payment Notice.	71
Section 2.12.	Compliance with Withholding Requirements.	71
Section 2.13.	Cancellation.	72
Section 2.14.	Additional Note Balance.	72
Section 2.15.	Reserve Account.	72
Section 2.16.	Redemption; Clean-up Call Option; Optional Paydown.	73
Section 2.17.	Securities Accounts	74
Section 2.18.	Tax Treatment of the Notes.	77
Section 2.19.	Purchase Option.	77
Section 2.20.	Hedge Agreements	77
ARTICLE III SATISFACTION AND DISCHARGE		79
Section 3.01.	Satisfaction and Discharge of Indenture.	79
Section 3.02.	Application of Trust Money.	80
ARTICLE IV EVENTS OF DEFAULT; REMEDIES		80
Section 4.01.	Events of Default.	80
Section 4.02.	Acceleration of Maturity; Rescission and Annulment.	84
Section 4.03.	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.	85
Section 4.04.	Remedies.	86
Section 4.05.	Application of Money Collected.	87
Section 4.06.	Limitation on Suits.	87
Section 4.07.	Unconditional Right of Noteholders to Receive Principal and Interest.	88
Section 4.08.	Restoration of Rights and Remedies.	88
Section 4.09.	Rights and Remedies Cumulative.	89
Section 4.10.	Delay or Omission Not Waiver.	89
Section 4.11.	Control by Noteholders.	89
Section 4.12.	Waiver of Past Defaults.	89
Section 4.13.	Undertaking for Costs.	90
Section 4.14.	Waiver of Stay or Extension Laws.	90
Section 4.15.	Sale of Trust Estate.	90
Section 4.16.	Action on Notes.	92
ARTICLE V THE INDENTURE TRUSTEE		92

Section 5.01.	Certain Duties and Responsibilities.	92
Section 5.02.	Notice of Defaults.	96
Section 5.03.	Certain Rights of Indenture Trustee.	96
Section 5.04.	Compensation and Reimbursement.	98
Section 5.05.	Corporate Indenture Trustee Required; Eligibility.	99
Section 5.06.	Authorization of Indenture Trustee.	100
Section 5.07.	Merger, Conversion, Consolidation or Succession to Business.	100
Section 5.08.	Resignation and Removal; Appointment of Successor.	100
Section 5.09.	Acceptance of Appointment by Successor.	101
Section 5.10.	Unclaimed Funds.	102
Section 5.11.	Illegal Acts.	103
Section 5.12.	Communications by the Indenture Trustee.	103
Section 5.13.	Separate Indenture Trustees and Co-Trustees.	103
ARTICLE VI REPORTS TO NOTEHOLDERS		104
		104
Section 6.01.	Reports to Noteholders and Others.	104
Section 6.02.	Servicer Reports.	105
Section 6.03.	Access to Certain Information.	107
ARTICLE VII FUNDING ACCOUNT; PURCHASE OF ADDITIONAL RECEIVABLES		108
Section 7.01.	Funding Account.	108
Section 7.02.	Purchase of Receivables.	108
Section 7.03.	Addition and Removal of Servicing Contracts.	111
Section 7.04.	Removal of Subserviced Securitization Trusts.	112
ARTICLE VIII SUPPLEMENTAL INDENTURES; AMENDMENTS		113
Section 8.01.	Supplemental Indentures or Amendments Without Consent of Noteholders.	113
Section 8.02.	Supplemental Indentures With Consent of Noteholders.	113
Section 8.03.	Delivery of Supplements and Amendments.	115
Section 8.04.	Execution of Supplemental Indentures, etc.	115
Section 8.05.	Note Issuance.	115
ARTICLE IX COVENANTS; WARRANTIES		118
Section 9.01.	Maintenance of Office or Agency.	118
Section 9.02.	Existence.	118
Section 9.03.	Payment of Taxes and Other Claims.	119
Section 9.04.	Validity of the Notes; Title to the Trust Estate; Lien.	119
Section 9.05.	Protection of Trust Estate.	119
Section 9.06.	Nonconsolidation.	120
Section 9.07.	Negative Covenants.	121
Section 9.08.	Statement as to Compliance.	122
Section 9.09.	Issuer may Consolidate, Etc., only on Certain Terms.	122
Section 9.10.	Purchase of Notes.	123
Section 9.11.	Indemnification.	124
ARTICLE X AGENT		125
Section 10.01.	Appointment.	125
Section 10.02.	Nature of Duties.	126
Section 10.03.	Rights, Exculpation, Etc.	126
Section 10.04.	Reliance.	127

Section 10.05.	Indemnification.	127
Section 10.06.	Agent Individually.	128
Section 10.07.	Successor Agent.	128
Section 10.08.	Collateral Matters.	129
ARTICLE XI MISCELLANEOUS		130
Section 11.01.	Execution Counterparts.	130
Section 11.02.	Compliance Certificates and Opinions, etc.	130
Section 11.03.	Form of Documents Delivered to Indenture Trustee.	130
Section 11.04.	Acts of Noteholders.	131
Section 11.05.	Computation of Percentage of Noteholders.	132
Section 11.06.	Notice to the Indenture Trustee, the Issuer and Certain Other Persons.	132
Section 11.07.	Notices to Noteholders; Notification Requirements and Waiver.	132
Section 11.08.	Successors and Assigns.	133
Section 11.09.	Separability Clause.	133
Section 11.10.	Governing Law.	133
Section 11.11.	Effect of Headings and Table of Contents.	133
Section 11.12.	Benefits of Indenture.	133
Section 11.13.	Non-Recourse Obligation.	134
Section 11.14.	Inspection.	134
Section 11.15.	Method of Payment.	135
Section 11.16.	No Recourse.	135
Section 11.17.	Wire Instructions.	135
Section 11.18.	Noteholder Consent	135
Exhibits and Schedules
Exhibit A-I	Form of Variable Funding Note
Exhibit A-II-1	Form of Global Term Note
Exhibit A-II-2	Form of Certificated Term Note
Exhibit B	Form of Transferee Certificate for Transfers of Notes to Qualified Institutional Buyers
Exhibit C	Form of Monthly Servicer Report
Exhibit D-1	Form of Preliminary Payment Date Report
Exhibit D-2	Form of Payment Date Report
Exhibit E-1	Form of Preliminary Funding Date Report
Exhibit E-2	Form of Funding Date Report
Exhibit F	Form of Trustee Report
Exhibit G	Reserved
Exhibit H	Form of Assignment of Receivables and Schedule of Securitization Trusts
Schedule I-A	Schedule of Loan-Level Servicing Advance Securitization Trusts
Schedule I-B	Schedule of Loan-Level Delinquency Advance Securitization Trusts
Schedule II	Schedule of Pool-Level Delinquency Advance Securitization Trusts
Schedule III-A	Schedule of Bottom of Waterfall Delinquency Advance Securitization Trusts
Schedule III-B	Schedule of Bottom of Waterfall Servicing Advance Securitization Trusts
Schedule IV	Schedule of Initial Receivables
Schedule V	Schedule of Additional Receivables

Schedule VI	Schedule of Judicial and Non-Judicial Foreclosure States and Territories
Schedule VII	Schedule of Subserviced Securitization Trusts
Schedule VIII	Wire Instructions
Schedule IX	Schedule of MSR Transfer Evidence
Schedule X	Schedule of Legacy Deferred Servicing Fees

INDENTURE, dated as of June 26, 2012 (as amended, modified or supplemented from time to time as permitted hereby, this “Indenture”), between NATIONSTAR ADVANCE FUNDING TRUST 2012-R, a Delaware statutory trust, as issuer (the “Issuer”), and WELLS FARGO BANK, N.A., a national banking association, not in its individual capacity, but solely as Indenture Trustee (the “Indenture Trustee”) under this Indenture.

PRELIMINARY STATEMENT

The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of its Servicer Advance Receivables Backed Notes, Series 2012-R, (the “Notes”).

NOW THEREFORE, all things necessary to make the Notes, when the Notes are executed by the Issuer and authenticated and delivered by the Indenture Trustee hereunder and duly issued by the Issuer, the valid and legally binding obligations of the Issuer enforceable in accordance with their terms, and to make this Indenture a valid and legally binding agreement of the Issuer enforceable in accordance with its terms, have been done.

GRANTING CLAUSE

The Issuer hereby Grants to the Indenture Trustee, as Indenture Trustee for the benefit of the Secured Parties, all of the Issuer's right, title and interest, whether now owned or hereafter acquired, in and to: (i) the Initial Receivables and any Additional Receivables and all moneys due thereon or paid thereunder or in respect thereof (including, without limitation, any Repurchase Prices and proceeds of any sales) on and after the Initial Funding Date; (ii) all rights of the Issuer under the Receivables Purchase Agreement, including, without limitation, to enforce the obligations of the Seller thereunder with respect to the Aggregate Receivables; (iii) the Accounts and all moneys, “securities,” “instruments,” “accounts,” “general intangibles,” “chattel paper,” “financial assets,” “investment property” (the terms in quotations are defined in the UCC) and other property on deposit or credited to the Accounts from time to time (whether or not such property constitutes or is derived from payments, collections or recoveries received, made or realized in respect of the Aggregate Receivables or otherwise); (iv) all right, title and interest of the Issuer as assignee of the Seller to the contractual rights to payment on the Aggregate Receivables under each Servicing Contract and all related documents, instruments and agreements pursuant to which the Seller acquired, or acquired an interest in, any of the Aggregate Receivables; (v) true and correct copies of all books, records and documents relating to the Aggregate Receivables in any medium, including without limitation paper, tapes, disks and other electronic media; (vi) all other moneys, securities, reserves and other property now or at any time in the possession of the Indenture Trustee or its bailee, agent or custodian and relating to any of the foregoing, including without limitation, any of the Issuer's funds on deposit in the Funding Account from time to time; (vii) any Hedge Agreements, all payments thereunder and the Issuer's rights thereunder (including any collateral pledged for the benefit of the Issuer thereunder) (if applicable); and (viii) all proceeds of the foregoing of every kind and nature whatsoever, including, without limitation, all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property that at any time constitute all or part of or are included in the proceeds of the foregoing ((i) through (viii), collectively, the “Trust Estate”).

The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, the payment of any amounts owing in respect of the Hedge Agreements and to secure compliance with the provisions of this Indenture, all as provided in this Indenture.

The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the

provisions hereof, and agrees to perform the duties herein to the best of its ability such that the interests of the Secured Parties may be adequately and effectively protected.

GENERAL COVENANT

AND IT IS HEREBY COVENANTED AND DECLARED that the Notes are to be authenticated and delivered by the Indenture Trustee, that the Trust Estate is to be held by or on behalf of the Indenture Trustee and that moneys in the Trust Estate are to be applied by the Indenture Trustee for the benefit of the Secured Parties, subject to the further covenants, conditions and trusts hereinafter set forth, and the Issuer does hereby represent and warrant, and covenant and agree, to and with the Indenture Trustee, for the equal and proportionate benefit and security of each Secured Party, as follows:

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01.    Definitions.

Whenever used in this Indenture, including in the Preliminary Statement, the Granting Clause and the General Covenant hereinabove set forth, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Section 1.01 or, if not specified in this Section 1.01, then in the applicable Servicing Contract.

“1933 Act”: The Securities Act of 1933, as amended, and the rules, regulations and published interpretations of the Securities and Exchange Commission promulgated thereunder from time to time.

“1934 Act”: The Securities Exchange Act of 1934, as amended, and the rules, regulations and published interpretations of the Securities and Exchange Commission promulgated thereunder from time to time.

“1939 Act”: The Trust Indenture Act of 1939, as amended, and the rules, regulations and published interpretations of the Securities and Exchange Commission promulgated thereunder from time to time.

“1940 Act”: The Investment Company Act of 1940, as amended, and the rules, regulations and published interpretations of the Securities and Exchange Commission promulgated thereunder from time to time.

“Accounts”: The Reimbursement Account, the Note Payment Account, the Reserve Account, the Funding Account and the Hedge Account.

“Act”: As defined in Section 11.04 hereof.

“Accrual Period”: With respect to the Notes and any Payment Date, the period commencing on and including the Payment Date preceding such Payment Date (or, in the case of the initial Accrual Period, the Closing Date) and ending on and including the day preceding such Payment Date. Interest payments on the Term Notes for each Payment Date will be made on the basis of a 360 day year composed of twelve 30 day months. Interest payments on the Variable Funding Notes for each Payment Date will be made on the basis of a 360 day year composed of the actual number of days lapsed during the related Accrual Period.

“Additional Note Balance”: With respect to each Funding Date after the Initial Funding Date and the Variable Funding Notes, the amount of additional principal of the Variable Funding Notes advanced by the Note Purchaser on such Funding Date in accordance with Section 7.01 of this Indenture and the Note Purchase Agreement.

“Additional Receivables”: With respect to each Funding Date after the Initial Funding Date, the Receivables sold and/or contributed by the Seller to the Depositor and then sold and/or contributed by the Depositor to the Issuer on such Funding Date and Granted by the Issuer to the Indenture Trustee to comprise part of the Trust Estate.

“Administration Agreement”: The Administration Agreement, dated as of June 26, 2012, between the Issuer and the Administrator.

“Administrative Agent”: The Royal Bank of Scotland plc.

“Administrator”: Nationstar, and its successors and assigns in such capacity.

“Advance Category”: With respect to any Receivable, the applicable category set forth on the Schedule of Initial Receivables set forth on Schedule IV hereto or the Schedule of Additional Receivables set forth on Schedule V hereto, as applicable, which shall be a “Delinquency Advance (Judicial State),” “Delinquency Advance (Non-Judicial State),” “Escrow Advance (Judicial State),” “Escrow Advance (Non-Judicial State),” “Corporate Advance (Judicial State),” “Corporate Advance (Non-Judicial State),” “Legacy Deferred Servicing Fee (Judicial State),” or “Legacy Deferred Servicing Fee (Non-Judicial State),” as applicable.

“Advance Ratio”:  As of any calendar month-end, with respect to any Securitization Trust, calculated as of the end of the preceding Collection Period, a ratio, expressed as a percentage, the numerator of which is the aggregate outstanding Receivables Balance of the Aggregate Receivables arising under the related Securitization Trust, and the denominator of which is the aggregate outstanding principal balance of Current-Paying Mortgage Loans in the related Securitization Trust.

“Advance Reimbursement Amounts”: Amounts paid to or retained by the Servicer in its capacity as servicer for the Securitization Trust, including amounts withdrawn from the related Collection Account, as reimbursement of any Delinquency Advance or Servicing Advance or payment of any Legacy Deferred Servicing Fee, in each case, pursuant to the applicable Servicing Contract.

“Affiliate”: With respect to any specified Person, for purposes of this Indenture only, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities or other beneficial interest, by contract or otherwise; and the terms “controlling” and “controlled” have the meanings correlative to the foregoing.

“Agent”: The Royal Bank of Scotland plc, as agent under the Transaction Documents, and its successors and assigns in such capacity.

“Agent Members”: Members of, or participants in, the Depository.

“Aggregate Class A Collateral Value”: With respect to the Collateral and the Class A Notes as of any date, the sum, without duplication, of (i) the Class A Collateral Value on such date and (ii) the product of (A) the Excess Amount on deposit in the Accounts (including the par amount of all Permitted Investments in such Accounts) on such date and (B) the applicable Discount Factor Proportional Weighting Ratio on such date.

“Aggregate Class B Collateral Value”: With respect to the Collateral and the Class B Notes as of any date, the sum, without duplication, of (i) the Class B Collateral Value on such date and (ii) the product

of (A) the Excess Amount on deposit in the Accounts (including the par amount of all Permitted Investments in such Accounts) on such date and (B) the applicable Discount Factor Proportional Weighting Ratio on such date.

“Aggregate Class C Collateral Value”: With respect to the Collateral and the Class C Notes as of any date, the sum, without duplication, of (i) the Class C Collateral Value on such date and (ii) the product of (A) the Excess Amount on deposit in the Accounts (including the par amount of all Permitted Investments in such Accounts) on such date and (B) the applicable Discount Factor Proportional Weighting Ratio on such 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.

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“Aggregate Class D Collateral Value”: With respect to the Collateral and the Class D Notes as of any date, the sum, without duplication, of (i) the Class D Collateral Value on such date and (ii) the product of (A) the Excess Amount on deposit in the Accounts (including the par amount of all Permitted Investments in such Accounts) on such date and (B) the applicable Discount Factor Proportional Weighting Ratio on such date.

“Aggregate Collateral Value”: With respect to the Collateral as of any date, the sum, without duplication, of (i) the Aggregate Class A Collateral Value on such date, (ii) the Aggregate Class B Collateral Value on such date, (iii) the Aggregate Class C Collateral Value on such date and (iv) the Aggregate Class D Collateral Value on such date.

For purposes of determining Aggregate Collateral Value, a Receivable shall be deemed unreimbursed until the cash reimbursement thereof is deposited into the Reimbursement Account. 

Notwithstanding any provisions to the contrary herein, the “Aggregate Collateral Value” shall be $0.00 in respect of any Receivable that:

(i) is not an Eligible Receivable; or

(ii) the Receivables Balance of such Receivable:

(A)   solely with respect to any Excess Advances on any date of determination ninety (90) days following the Initial Funding Date, if the related Advance was made in respect of a Mortgage Loan that is ninety (90) or more days Delinquent and,

1. if such Excess Advance was originated under an Eligible Servicing Contract that provides for Loan Level Delinquency Advances (other than Bottom of Waterfall Advances), when added to the aggregate Receivables Balance of all Receivables related to Excess Advances with respect to the Mortgage Loans in the related Securitization Trust causes such aggregate Receivables Balance to exceed [***]% of the aggregate outstanding principal balance of all Current-Paying Mortgage Loans related to such Securitization Trust, or 

if such Excess Advance was originated under an Eligible Servicing Contract that provides for Pool-Level Advances (other than Bottom of Waterfall Advances), when added to the aggregate outstanding Receivables

Balance of all Receivables related to Excess Advances with respect to the Mortgage Loans in the related Securitization Trust causes such aggregate Receivables Balance to exceed [***]% of the aggregate outstanding principal balance of all Current-Paying Mortgage Loans related to such Securitization Trust, or ________________________________

*** 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.

9

if such Excess Advance was also a Loan-Level Advance and was originated under an Eligible Servicing Contract that provides for Bottom of Waterfall Advances, when added to the aggregate Receivables Balance of all Receivables related to Excess Advances with respect to the Mortgage Loans in the related Securitization Trust causes such aggregate Receivables Balance to exceed [***]% of the aggregate outstanding principal balance of all Current-Paying Mortgage Loans related to such Securitization Trust (for the purposes of this clause (i)(A)(3), Eligible Servicing Contracts which include both Bottom of Waterfall Advances and top of waterfall advances, the Eligible Servicing Contract shall be measured under the Bottom of Waterfall Loan-Level BPO Ratio), or

2. if such Excess Advance was also a Pool-Level Advance and was originated under an Eligible Servicing Contract that provides for Bottom of Waterfall Advances, when added to the aggregate Receivables Balance of all Receivables related to Excess Advances with respect to the Mortgage Loans in the related Securitization Trust causes such aggregate Receivables Balance to exceed [***]% of the aggregate outstanding principal balance of all Current-Paying Mortgage Loans related to such Securitization Trust (for the purposes of this clause (i)(A)(4), Eligible Servicing Contracts which include both Bottom of Waterfall Advances and top of waterfall advances, the Eligible Servicing Contract shall be measured under the Bottom of Waterfall Advance BPO Ratio); or

(B)  when added to the aggregate Receivables Balance of all Receivables then held by the Issuer with respect to the same Securitization Trust, causes the aggregate Receivables Balance of all Eligible Receivables relating to such Securitization Trust to exceed [***]% of the aggregate Receivables Balance of all Receivables sold and/or contributed to the Issuer; or

(C)  if such Receivable relates to a second lien Mortgage Loan, when added to the aggregate Receivables Balance of all Eligible Receivables with respect to second lien Mortgage Loans causes such aggregate Receivables Balance to exceed [***]% of the Receivables Balance of all Aggregate Receivables; or

(D)if such Receivable relates to a Bottom of Waterfall Advance, when added to the aggregate Receivables Balance of all Eligible Receivables related to Bottom of Waterfall Advances causes such aggregate Receivables Balance to exceed [***]% of the Receivables Balance of all Aggregate Receivables; or

(E)  when added to the aggregate Receivables Balance of all Receivables with respect to Mortgage Loans in the related Securitization Trust causes the Delinquency Ratio to exceed [***]%;

(F)  (i) when added to the aggregate Receivables Balance of all Receivables with respect to Mortgage Loans in the related Securitization Trust (other than any Exempted Securitization Trust) causes the Advance Ratio to exceed 25% or (ii) with respect to any Receivable related to an Exempted Securitization Trust, when added

to the aggregate Receivables Balance of all Receivables with respect to Mortgage Loans in such Exempted Securitization Trust causes the Advance Ratio to exceed [***]%;

7

provided, that, notwithstanding anything to the contrary in the definition of “Aggregate Collateral Value,” to the extent data with respect to the above components of such defined term is unavailable for the Agent to determine Aggregate Collateral Value with respect to any Receivable, the Agent, in its sole and absolute discretion, may determine the Aggregate Collateral Value with respect to such Receivable.

“Aggregate Receivables”: All Initial Receivables and all Additional Receivables.

“Amounts Held for Future Distribution”: With respect to any Delinquency Advance and the applicable Securitization Trust, funds being held in the Collection Account of such Securitization Trust for future distribution or withdrawal on or in connection with a distribution date in subsequent months.

“Applicable Redemption Percentage”: As of any Redemption Date with respect to a Partial Redemption, a fraction expressed as percentage, the numerator of which is the Note Principal Balance subject to such Partial Redemption and the denominator of which is the Note Principal Balance of all of the Notes as of such Redemption Date.

“Asset Purchase Agreement”: That certain Residential Servicing Asset Purchase Agreement, dated as of March 6, 2012, by and among the MSR Sellers and Seller, as amended.

“Authenticating Agent”: As defined in Section 2.02(b).

“Authorized Officer”: With respect to the Owner Trustee or the Administrator, any officer of the Owner Trustee or the Administrator who is authorized to act for the Owner Trustee or the Administrator in matters relating to the Issuer and who is identified on the list of authorized officers delivered by the Owner Trustee or the Administrator to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter) and, with respect to the Issuer, any Authorized Officer of the Owner Trustee or of the Administrator.

“Available Funds”: With respect to any Payment Date, the sum, without duplication, of (i) Advance Reimbursement Amounts collected by the Servicer as of the close of business on the last day of the Collection Period then most recently concluded (including amounts earned on Permitted Investments, which are paid into the Note Payment Account), (ii) all funds to be deposited to the Note Payment Account from the Reserve Account or the Funding Account on or before such Payment Date, (iii) any funds received by the Indenture Trustee in connection with the repurchase of a Receivable pursuant to Section 2.19 of this Indenture and Section 6.02 of the Receivables Purchase Agreement, plus (iv) any other amounts set forth in Section 2.20 to be deposited into the Note Payment Account from the Hedge Account on or before such Payment Date.

“Bill of Sale”: With respect to any Funding Date, a bill of sale, substantially in the form found in Exhibit C to the Receivables Purchase Agreement, delivered by Nationstar and the Depositor to the Issuer, the Agent and the Indenture Trustee pursuant to the Receivables Purchase Agreement.

“Bottom of Waterfall Advance”:  Any Delinquency Advance or Servicing Advance made with respect to the Bottom of Waterfall Securitization Trusts.

“Bottom of Waterfall Loan-Level BPO Ratio”: With respect to any Mortgage Loan (other than a second lien Mortgage Loan) serviced by the Servicer under a Bottom of Waterfall Securitization Trust set forth on Schedule III-B hereto which is ninety (90) days or more Delinquent, a ratio, the numerator of which is the Net Property Value of the property related to such Mortgage Loan, as set forth in the most recent Brokers Price Opinion, and the denominator of which is the sum of (i) the P&I Borrowing Base Amount relating to Loan-Level Delinquency Advances made in respect of such Mortgage Loan and (ii) the aggregate Receivables Balance related to Servicing Advances and Legacy Deferred Servicing Fees related to such Mortgage Loan. With respect to any second-lien Mortgage Loan serviced by the Servicer under a Bottom of Waterfall Securitization Trust set forth on Schedule III-B hereto which is ninety (90) days or more Delinquent, a ratio the numerator of which is the difference between (i) the Net Property Value of the mortgaged property related to such Mortgage Loan as set forth in the most recent Brokers Price Opinion and (ii) any unpaid loan balances senior to such second-lien Mortgage Loan, and the denominator of which is the sum of (i) the aggregate Receivables Balance of all Receivables relating to Servicing Advances and Legacy Deferred Servicing Fees made in respect of such Mortgage Loan and (ii) the P&I Borrowing Base Amount relating to Loan-Level Delinquency Advances made in respect of such Mortgage Loan.

“Bottom of Waterfall Loan-Level BPO Ratio Advance Floor”: A ratio equal to [***].

“Bottom of Waterfall Pool-Level BPO Ratio”: With respect to any Mortgage Loan (other than a second lien Mortgage Loan) serviced by the Servicer under a Bottom of Waterfall Securitization Trust set forth on Schedule III-A hereto which is ninety (90) days or more Delinquent, a ratio, the numerator of which is the Net Property Value of the property related to such Mortgage Loan, as set forth in the most recent Brokers Price Opinion, and the denominator of which is the sum of (i) the aggregate outstanding Pool-Level Delinquency Advance Receivables and (ii) the aggregate Receivables Balance related to Servicing Advances and Legacy Deferred Servicing Fees related to such Mortgage Loan. With respect to any second-lien Mortgage Loan serviced by the Servicer under a Bottom of Waterfall Securitization Trust set forth on Schedule III-A hereto which is ninety (90) days or more Delinquent, a ratio the numerator of which is the difference between (i) the Net Property Value of the mortgaged property related to such Mortgage Loan as set forth in the most recent Brokers Price Opinion and (ii) any unpaid loan balances senior to such second-lien Mortgage Loan, and the denominator of which is the sum of the (i) aggregate Receivables Balance of all Receivables relating to Servicing Advances and Legacy Deferred Servicing Fees made in respect of such Mortgage Loan and (ii) P&I Borrowing Base Amount relating to Pool-Level Delinquency Advances made in respect of such Mortgage Loan.

“Bottom of Waterfall Pool-Level BPO Ratio Advance Floor”: A ratio equal to [***].

“Bottom of Waterfall Securitization Trust”:  Any of the Securitization Trusts listed on Schedule III-A or Schedule III-B hereto.

“BPO Ratio Advance Floor”: The Loan-Level BPO Ratio Advance Floor, the Pool-Level BPO Ratio Advance Floor, the Bottom of Waterfall Loan-Level BPO Ratio Advance Floor or the Bottom of Waterfall Pool-Level BPO Ratio Advance Floor, as applicable.

“Brokers Price Opinion”: Shall mean an unaffiliated real estate professional's reasonable estimated value of an underlying residential property subject to a Mortgage Loan, which has been conducted not more than two-hundred ten (210) days prior to any date of determination; provided, that, alternative valuation methods may be consented to in writing by the Agent (in its sole and absolute discretion.

“Business Day”: Any day other than (i) a Saturday, (ii) a Sunday, (iii) a day on which the New York Stock Exchange or FRBNY is closed, or (iv) a day on which banking institutions are authorized or obligated

by law or executive order to remain closed in New York, New York, Dallas, Texas, or in any other city in which the Corporate Trust Office of the Indenture Trustee is located.

“Cap Agreement”: Any interest rate cap agreement or agreements entered into from time to time, between the Cap Provider and the Issuer, including any novations, schedule, confirmations, credit support annex or other credit support document relating thereto.

“Cap Provider”: The cap provider under any Cap Agreement and, thereafter, any successors and assigns in such capacity that at least meet the requirements for a replacement cap provider as set forth under the applicable Cap Agreement and Section 2.20(b) hereof.

“Cash”: Coin or currency of the United States or immediately available federal funds, including such funds delivered by wire transfer.

“Cash Equivalents”: Means (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 ________________________________

*** 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.

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.

“Cash Purchase Price”: As defined in the Receivables Purchase Agreement.

“Certificate Registrar”: The Certificate Registrar under the Trust Agreement.

“Certificated Term Note”: Any Term Note in definitive and fully registered form without interest coupons, in substantially the form attached hereto as Exhibit A-II-2.

“Certificateholder”: As defined in the Trust Agreement.

A “Change of Control” shall occur if Nationstar Mortgage Holdings Inc. and Affiliates thereof cease to collectively beneficially own and control more than 50.0% of the equity interests of the Seller.

“Class”: All of the Notes having the same series and alphabetical class designation (regardless of any

numerical or interest rate designation). As of the date hereof, the Variable Funding Notes constitute one Class; as of the date of issuance of any Term Notes, the Variable Funding Notes and the Term Notes will constitute separate Classes.

“Class A Collateral Value”: With respect to the Collateral and the Class A Notes as of any date, the sum of: (a) with respect to any Loan-Level Delinquency Advance (Non-Judicial States), the product of (i) the P&I Borrowing Base Amount relating to such Loan-Level Delinquency Advances and (ii) the applicable Class A Discount Factor; (b) with respect to any Pool-Level Delinquency Advance (Non-Judicial States), the product of (i) the P&I Borrowing Base Amount relating to such Pool-Level Delinquency Advances and (ii) the applicable Class A Discount Factor; (c) with respect to any Delinquency Advance (Judicial States), the product of (i) the P&I Borrowing Base Amount relating to such Delinquency Advances and (ii) the applicable Class A Discount Factor; (d) with respect to any Escrow Advances (Judicial States), the product of (i) the Receivables Balance of the Eligible Receivables related to such Escrow Advances (Judicial States) and (ii) the applicable Class A Discount Factor; (e) with respect to any Escrow Advances (Non-Judicial States), the product of (i) the Receivables Balance of the Eligible Receivables related to such Escrow Advances (Non-Judicial States) and (ii) the applicable Class A Discount Factor; (f) with respect to any Corporate Advances (Judicial States), the product of (i) the Receivables Balance of the Eligible Receivables related to such Corporate Advances (Judicial States) and (ii) the applicable Class A Discount Factor; (g) with respect to any Corporate Advances (Non-Judicial States), the product of (i) the Receivables Balance of the Eligible Receivables related to such Corporate Advances (Non-Judicial States) and (ii) the applicable Class A Discount Factor; (h) with respect to any Legacy Deferred Servicing Fees (Judicial States), the product of (i) the Receivables Balance of the Eligible Receivables related to such Legacy Deferred Servicing Fees (Judicial States) and (ii) the applicable Class A Discount Factor and (i) with respect to any Legacy Deferred Servicing Fees (Non-Judicial States), the product of (i) the Receivables Balance of the Eligible Receivables related to such Legacy Deferred Servicing Fees (Non-Judicial States) and (ii) the applicable Class A Discount Factor.

“Class A Discount Factor”: With respect to any Receivables, (A) with respect to Pool-Level Advances, [***]%, (B) with respect to Loan-Level Delinquency Advances (Non-Judicial States), [***]%, (C) with respect to Loan-Level Delinquency Advances (Judicial States), [***]%, (D) with respect to Escrow Advances (Non-Judicial States), [***]%, (E) with respect to Escrow Advances (Judicial States), [***]%, (F) with respect to Corporate Advances (Non-Judicial States), [***]%, (G) with respect to Corporate Advances (Judicial States), [***]%, (H) with respect to Legacy Deferred Servicing Fees (Non-Judicial States), [***]%, and (I) with respect to Legacy Deferred Servicing Fees (Judicial States), [***]%; provided, however, that, if on any Funding Date a Discount Factor Reduction Event shall have occurred and be continuing, each percentage set forth in this definition with respect to any such Receivables immediately above shall be decreased by an amount equal to the applicable Discount Factor Reduction Percentage.

“Class A Notes”: Servicer Advance Receivables Backed VFN Notes, Series 2012-R, Class A, issued as of the date hereof.

“Class A VFN Additional Interest Distributable Amount”: With respect to the Class A Notes on each Payment Date during the Accrual Period, the amount accrued on the Class A Notes at a rate equal to the Class A VFN Post-ERD Additional Fee Percentage, if any, with respect to such Class A Notes since the immediately preceding Payment Date together with any unpaid Class A VFN Additional Interest Distributable Amount and any accrued and unpaid interest on such amount, if any, from any prior Payment Date at the Class A VFN Post-ERD Additional Fee Rate.

“Class A VFN Carryover Shortfall Rate”: With respect to the Class A Notes and each Accrual Period, a per annum rate equal to the sum of (i) the Class A VFN Floating Rate and (ii) [***]%.

“Class A VFN Default Additional Rate”: With respect to the Class A Notes and each day during the occurrence and continuance of an Event of Default, the per annum pricing rate equal to [***]%.

“Class A VFN Default Fee Carryover Shortfall Rate”: With respect to the Class A Notes, a rate per annum equal to the sum of (a) the Class A Variable Funding Note Floating Rate and (b) the Class A VFN Default Additional Rate.

“Class A VFN Default Interest Distributable Amount”: With respect to the Class A Notes on each Payment Date, following the occurrence of an Event of Default, the amount accrued on the Class A Notes at a rate equal to the Class A VFN Default Additional Rate, with respect to such Class A Notes since the immediately preceding Payment Date (or, if later, the date of the occurrence of such Event of Default) together with any unpaid Class A VFN Default Interest Distributable Amount and any accrued and unpaid interest on such amount, if any, from any prior Payment Date at the Class A VFN Default Fee Carryover Shortfall Rate.

“Class A VFN Floating Rate”: With respect to any day of any Accrual Period and the Class A Notes, the per annum rate equal to the sum of (a) the Cost of Funds Rate, and (b) the applicable Variable Funding Note Margin Rate.

“Class A VFN Post-ERD Additional Fee Percentage”: With respect to the Class A Notes and each Accrual Period (i) during the occurrence and continuance of an Early Amortization Event and (ii) on or after the applicable Expected Repayment Date, as applicable, the following per annum rates: (A) for the period beginning on the first day after the termination of the Funding Period and ending three (3) months thereafter, the pricing rate equal to the product of (X) [***]% and (Y) the applicable Variable Funding Note Margin Rate; (B) for the period beginning at the end of the previous three (3) month period set forth in clause (A) of this definition and ending three (3) months thereafter, the pricing rate equal to the product of (X) [***]% and (Y) the applicable Variable Funding Note Margin Rate; (C) for the period beginning at the end of the previous three (3) month period set forth in clause (B) of this definition and ending three (3) months thereafter, the pricing rate equal to the product of (X) [***]% and (Y) the applicable Variable Funding Note Margin Rate; and (D) thereafter, the pricing rate equal to the product of (X) [***]% and (Y) the applicable Variable Funding Note Margin Rate.

“Class A VFN Post-ERD Additional Fee Rate”: With respect to Class A Notes, a per annum rate equal to the sum of (a) the Class A VFN Floating Rate and (b) the Class A VFN Post-ERD Additional Fee Percentage.

“Class B Collateral Value”: With respect to the Collateral and the Class B Notes as of any date, the sum of: (a) with respect to any Loan-Level Delinquency Advance (Non-Judicial States), the difference between (1) the product of (i) the P&I Borrowing Base Amount relating to such Loan-Level Delinquency Advances and (ii) the applicable Class B Discount Factor and (2) the related component of Class A Collateral Value; (b) with respect to any Pool-Level Delinquency Advance (Non-Judicial States), the difference between (1) the product of (i) the P&I Borrowing Base Amount relating to such Pool-Level Delinquency Advances and (ii) the applicable Class B Discount Factor and (2) the related component of Class A Collateral Value; (c) with respect to any Delinquency Advance (Judicial States), the difference between (1) the product of (i) the P&I Borrowing Base Amount relating to such Delinquency Advances and (ii) the applicable Class B Discount Factor and (2) the related component of Class A Collateral Value; (d) with respect to any Escrow Advances (Judicial States), the difference between (1) the product of (i) the Receivables Balance of the Eligible Receivables related to such Escrow Advances (Judicial States) and (ii) the applicable Class B Discount Factor and (2) the related component of Class A Collateral Value; (e) with respect to any Escrow Advances (Non-Judicial States), the difference between (1) the product of (i) the Receivables Balance of the Eligible Receivables related to such Escrow Advances (Non-Judicial States) and (ii) the applicable Class B

Discount Factor and (2) the related component of Class A Collateral Value; (f) with respect to any Corporate Advances (Judicial States), the difference between (1) the product of (i) the Receivables Balance of the Eligible Receivables related to such Corporate Advances (Judicial States) and (ii) the applicable Class B Discount Factor and (2) the related component of Class A Collateral Value; (g) with respect to any Corporate Advances (Non-Judicial States), the difference between (1) the product of (i) the Receivables Balance of the Eligible Receivables related to such Corporate Advances (Non-Judicial States) and (ii) the applicable Class B Discount Factor and (2) the related component of Class A Collateral Value; (h) with respect to any Legacy Deferred Servicing Fees (Judicial States), the difference of (1) product of (i) the Receivables Balance of the Eligible Receivables related to such Legacy Deferred Servicing Fees (Judicial States) and (ii) the applicable Class B Discount Factor and (2) the related component of Class A Collateral Value; and (i) with respect to any Legacy Deferred Servicing Fees (Non‑Judicial States), the difference of (1) product of (i) the Receivables Balance of the Eligible Receivables related to such Legacy Deferred Servicing Fees (Non-Judicial States) and (ii) the applicable Class B Discount Factor and (2) the related component of Class A Collateral Value.

“Class B Discount Factor”: With respect to any Receivables, (A) with respect to Pool-Level Advances, [***]%, (B) with respect to Loan-Level Delinquency Advances (Non-Judicial States), [***]%, (C) with respect to Loan-Level Delinquency Advances (Judicial States), [***]%, (D) with respect to Escrow Advances (Non-Judicial States), [***]%, (E) with respect to Escrow Advances (Judicial States), [***]%, (F) with respect to Corporate Advances (Non-Judicial States), [***]%, (G) with respect to Corporate Advances (Judicial States), [***]%, (H) with respect to Legacy Deferred Servicing Fees (Non-Judicial States), [***]%, and (I) with respect to Legacy Deferred Servicing Fees (Judicial States), [***]%; provided, however, that, if on any Funding Date a Discount Factor Reduction Event shall have occurred and be continuing, each percentage set forth in this definition with respect to any such Receivables immediately above shall be decreased by an amount equal to the applicable Discount Factor Reduction Percentage.

“Class B Notes”: Servicer Advance Receivables Backed VFN Notes, Series 2012-R, Class B, issued as of the date hereof.

“Class B VFN Additional Interest Distributable Amount”: With respect to the Class B Notes on each Payment Date during the Accrual Period, the amount accrued on the Class B Notes at a rate equal to the Class B VFN Post-ERD Additional Fee Percentage, if any, with respect to such Class B Notes since the immediately preceding Payment Date together with any unpaid Class B VFN Additional Interest Distributable Amount and any accrued and unpaid interest on such amount, if any, from any prior Payment Date at the Class B VFN Post-ERD Additional Fee Rate.

“Class B VFN Carryover Shortfall Rate”: With respect to the Class B Notes and each Accrual Period, a per annum rate equal to the sum of (i) the Class B VFN Floating Rate and (ii) [***]%.

“Class B VFN Default Additional Rate”: With respect to the Class B Notes and each day during the occurrence and continuance of an Event of Default, the per annum pricing rate equal to [***]%.

“Class B VFN Default Fee Carryover Shortfall Rate”: With respect to the Class B Notes, a rate per annum equal to the sum of (a) the Class B Variable Funding Note Floating Rate and (b) the Class B VFN Default Additional Rate.

“Class B VFN Default Interest Distributable Amount ”: With respect to the Class B Notes on each Payment Date, following the occurrence of an Event of Default, the amount accrued on the Class B Notes at a rate equal to the Class B VFN Default Additional Rate, with respect to such Class B Notes since the immediately preceding Payment Date (or, if later, the date of the occurrence of such Event of Default) together with any unpaid Class B VFN Default Interest Distributable Amount and any accrued and unpaid interest on

such amount, if any, from any prior Payment Date at the Class B VFN Default Fee Carryover Shortfall Rate.

“Class B VFN Floating Rate”: With respect to any day of any Accrual Period and the Class B Notes, the per annum rate equal to the sum of (a) the Cost of Funds Rate, and (b) the applicable Variable Funding Note Margin Rate.

“Class B VFN Post-ERD Additional Fee Percentage”: With respect to the Class B Notes and each Accrual Period (i) during the occurrence and continuance of an Early Amortization Event and (ii) on or after the applicable Expected Repayment Date, as applicable, the following per annum rates: (A) for the period beginning on the first day after the termination of the Funding Period and ending three (3) months thereafter, the pricing rate equal to the product of (X) [***]% and (Y) the applicable Variable Funding Note Margin Rate; (B) for the period beginning at the end of the previous three (3) month period set forth in clause (A) of this definition and ending three (3) months thereafter, the pricing rate equal to the product of (X) [***]% and (Y) the applicable Variable Funding Note Margin Rate; (C) for the period beginning at the end of the previous three (3) month period set forth in clause (B) of this definition and ending three (3) months thereafter, the pricing rate equal to the product of (X) [***]% and (Y) the applicable Variable Funding Note Margin Rate; and (D) thereafter, the pricing rate equal to the product of (X) [***]% and (Y) the applicable Variable Funding Note Margin Rate.

“Class B VFN Post-ERD Additional Fee Rate”: With respect to Class B Notes, a per annum rate equal to the sum of (a) the Class B VFN Floating Rate and (b) the Class B VFN Post-ERD Additional Fee Percentage.

“Class C Collateral Value”: With respect to the Collateral and the Class C Notes as of any date, the sum of: (a) with respect to any Loan-Level Delinquency Advance (Non-Judicial States), the difference between (1) the product of (i) the P&I Borrowing Base Amount relating to such Delinquency Advances and (ii) the applicable Class C Discount Factor and (2) the related components of Class A Collateral Value and Class B Collateral Value; (b) with respect to any Pool-Level Delinquency Advance (Non-Judicial States), the difference between (1) the product of (i) the P&I Borrowing Base Amount relating to such Pool-Level Delinquency Advances and (ii) the applicable Class C Discount Factor and (2) the related components of Class A Collateral Value and Class B Collateral Value; (c) with respect to any Delinquency Advance (Judicial States), the difference between (1) the product of (i) the P&I Borrowing Base Amount relating to such Delinquency Advances and (ii) the applicable Class C Discount Factor and (2) the related components of Class A Collateral Value and Class B Collateral Value; (d) with respect to any Escrow Advances (Judicial States), the difference between (1) the product of (i) the Receivables Balance of the Eligible Receivables related to such Escrow Advances (Judicial States) and (ii) the applicable Class C Discount Factor and (2) the related components of Class A Collateral Value and Class B Collateral Value; (e) with respect to any Escrow Advances (Non-Judicial States), the difference between (1) the product of (i) the Receivables Balance of the Eligible Receivables related to such Escrow Advances (Non-Judicial States) and (ii) the applicable Class C Discount Factor and (2) the related components of Class A Collateral Value and Class B Collateral Value; (f) with respect to any Corporate Advances (Judicial States), the difference between (1) the product of (i) the Receivables Balance of the Eligible Receivables related to such Corporate Advances (Judicial States) and (ii) the applicable Class C Discount Factor and (2) the related components of Class A Collateral Value and Class B Collateral Value; (g) with respect to any Corporate Advances (Non-Judicial States), the difference between (1) the product of (i) the Receivables Balance of the Eligible Receivables related to such Corporate Advances (Non-Judicial States) and (ii) the applicable Class C Discount Factor and (2) the related components of Class A Collateral Value and Class B Collateral Value; (h) with respect to any Legacy Deferred Servicing Fees (Judicial States), the difference of (1) product of (i) the Receivables Balance of the Eligible Receivables related to such Legacy Deferred Servicing Fees (Judicial States) and (ii) the applicable Class C Discount Factor and (2) the related components of Class A Collateral Value and Class B Collateral Value;

and (i) with respect to any Legacy Deferred Servicing Fees (Non-Judicial States), the difference of (1) product of (i) the Receivables Balance of the Eligible Receivables related to such Legacy Deferred Servicing Fees (Non-Judicial States) and (ii) the applicable Class C Discount Factor and (2) the related components of Class A Collateral Value and Class B Collateral Value.

“Class C Discount Factor”: With respect to any Receivables, (A) with respect to Pool-Level Advances, [***]%, (B) with respect to Loan-Level Delinquency Advances (Non-Judicial States), [***]%, (C) with respect to Loan-Level Delinquency Advances (Judicial States), [***]%, (D) with respect to Escrow Advances (Non-Judicial States), [***]%, (E) with respect to Escrow Advances (Judicial States), [***]%, (F) with respect to Corporate Advances (Non-Judicial States), [***]%, (G) with respect to Corporate Advances (Judicial States), [***]%, (H) with respect to Legacy Deferred Servicing Fees (Non-Judicial States), [***]%, and (I) with respect to Legacy Deferred Servicing Fees (Judicial States), [***]%; provided, however, that, if on any Funding Date a Discount Factor Reduction Event shall have occurred and be continuing, each percentage set forth in this definition with respect to any such Receivables immediately above shall be decreased by an amount equal to the applicable Discount Factor Reduction Percentage.

“Class C Notes”: Servicer Advance Receivables Backed VFN Notes, Series 2012-R, Class C, issued as of the date hereof.

“Class C VFN Additional Interest Distributable Amount”: With respect to the Class C Notes on each Payment Date during the Accrual Period, the amount accrued on the Class C Notes at a rate equal to the Class C VFN Post-ERD Additional Fee Percentage, if any, with respect to such Class C Notes since the immediately preceding Payment Date together with any unpaid Class C VFN Additional Interest Distributable Amount and any accrued and unpaid interest on such amount, if any, from any prior Payment Date at the Class C VFN Post-ERD Additional Fee Rate.

“Class C VFN Carryover Shortfall Rate”: With respect to the Class C Notes and each Accrual Period, a per annum rate equal to the sum of (i) the Class C VFN Floating Rate and (ii) [***]%.

“Class C VFN Default Additional Rate”: With respect to the Class C Notes and each day during the occurrence and continuance of an Event of Default, the per annum pricing rate equal to [***]%.

“Class C VFN Default Fee Carryover Shortfall Rate”: With respect to the Class C Notes, a rate per annum equal to the sum of (a) the Class C Variable Funding Note Floating Rate and (b) the Class C VFN Default Additional Rate.

“Class C VFN Default Interest Distributable Amount ”: With respect to the Class C Notes on each Payment Date, following the occurrence of an Event of Default, the amount accrued on the Class C Notes at a rate equal to the Class C VFN Default Additional Rate, with respect to such Class C Notes since the immediately preceding Payment Date (or, if later, the date of the occurrence of such Event of Default) together with any unpaid Class C VFN Default Interest Distributable Amount and any accrued and unpaid interest on such amount, if any, from any prior Payment Date at the Class C VFN Default Fee Carryover Shortfall Rate.

“Class C VFN Floating Rate”: With respect to any day of any Accrual Period and the Class C Notes, the per annum rate equal to the sum of (a) the Cost of Funds Rate, and (b) the applicable Variable Funding Note Margin Rate.

“Class C VFN Post-ERD Additional Fee Percentage”: With respect to the Class C Notes and each Accrual Period (i) during the occurrence and continuance of an Early Amortization Event and (ii) on or after the applicable Expected Repayment Date, as applicable, the following per annum rates: (A) for the period

beginning on the first day after the termination of the Funding Period and ending three (3) months thereafter, the pricing rate equal to the product of (X) [***]% and (Y) the applicable Variable Funding Note Margin Rate; (B) for the period beginning at the end of the previous three (3) month period set forth in clause (A) of this definition and ending three (3) months thereafter, the pricing rate equal to the product of (X) [***]% and (Y) the applicable Variable Funding Note Margin Rate; (C) for the period beginning at the end of the previous three (3) month period set forth in clause (B) of this definition and ending three (3) months thereafter, the pricing rate equal to the product of (X) [***]% and (Y) the applicable Variable Funding Note Margin Rate; and (D) thereafter, the pricing rate equal to the product of (X) [***]% and (Y) the applicable Variable Funding Note Margin Rate.

“Class C VFN Post-ERD Additional Fee Rate”: With respect to Class C Notes, a per annum rate equal to the sum of (a) the Class C VFN Floating Rate and (b) the Class C VFN Post-ERD Additional Fee Percentage.

“Class D Collateral Value”: With respect to the Collateral and the Class D Notes as of any date, the sum of: (a) with respect to any Loan- Level Delinquency Advance (Non-Judicial States), the difference between (1) the product of (i) the P&I Borrowing Base Amount relating to such Delinquency Advances and (ii) the applicable Class D Discount Factor and (2) the related components of Class A Collateral Value, Class B Collateral Value and Class C Collateral Value; (b) with respect to any Pool-Level Delinquency Advance (Non-Judicial States), the difference between (1) the product of (i) the P&I Borrowing Base Amount relating to such Pool-Level Delinquency Advances and (ii) the applicable Class C Discount Factor and (2) the related components of Class A Collateral Value, Class B Collateral Value and Class C Collateral Value; (c) with respect to any Delinquency Advance (Judicial States), the difference between (1) the product of (i) the P&I Borrowing Base Amount relating to such Delinquency Advances and (ii) the applicable Class D Discount Factor and (2) the related components of Class A Collateral Value, Class B Collateral Value and Class C Collateral Value; (d) with respect to any Escrow Advances (Judicial States), the difference between (1) the product of (i) the Receivables Balance of the Eligible Receivables related to such Escrow Advances (Judicial States) and (ii) the applicable Class D Discount Factor and (2) the related components of Class A Collateral Value, Class B Collateral Value and Class C Collateral Value; (e) with respect to any Escrow Advances (Non-Judicial States), the difference between (1) the product of (i) the Receivables Balance of the Eligible Receivables related to such Escrow Advances (Non-Judicial States) and (ii) the applicable Class D Discount Factor and (2) the related components of Class A Collateral Value, Class B Collateral Value and Class C Collateral Value; (f) with respect to any Corporate Advances (Judicial States), the difference between (1) the product of (i) the Receivables Balance of the Eligible Receivables related to such Corporate Advances (Judicial States) and (ii) the applicable Class D Discount Factor and (2) the related components of Class A Collateral Value, Class B Collateral Value and Class C Collateral Value; (g) with respect to any Corporate Advances (Non-Judicial States), the difference between (1) the product of (i) the Receivables Balance of the Eligible Receivables related to such Corporate Advances (Non-Judicial States) and (ii) the applicable Class D Discount Factor and (2) the related components of Class A Collateral Value, Class B Collateral Value and Class C Collateral Value; (h) with respect to any Legacy Deferred Servicing Fees (Judicial States), the difference of (1) product of (i) the Receivables Balance of the Eligible Receivables related to such Legacy Deferred Servicing Fees (Judicial States) and (ii) the applicable Class D Discount Factor and (2) the related components of Class A Collateral Value, Class B Collateral Value and Class C Collateral Value; and (i) with respect to any Legacy Deferred Servicing Fees (Non-Judicial States), the difference of (1) product of (i) the Receivables Balance of the Eligible Receivables related to such Legacy Deferred Servicing Fees (Non-Judicial States) and (ii) the applicable Class D Discount Factor and (2) the related components of Class A Collateral Value, Class B Collateral Value and Class C Collateral Value.

“Class D Discount Factor”: With respect to any Receivables, (A) with respect to Pool-Level Advances,

[***]%, (B) with respect to Loan-Level Delinquency Advances (Non-Judicial States), [***]%, (C) with respect to Loan-Level Delinquency Advances (Judicial States), [***]%, (D) with respect to Escrow Advances (Non-Judicial States), 86.25%, (E) with respect to Escrow Advances (Judicial States), [***]%, (F) with respect to Corporate Advances (Non-Judicial States), [***]%, (G) with respect to Corporate Advances (Judicial States), [***]%, (H) with respect to Legacy Deferred Servicing Fees (Non-Judicial States), [***]%, and (I) with respect to Legacy Deferred Servicing Fees (Judicial States), [***]%; provided, however, that, if on any Funding Date a Discount Factor Reduction Event shall have occurred and be continuing, each percentage set forth in this definition with respect to any such Receivables immediately above shall be decreased by an amount equal to the applicable Discount Factor Reduction Percentage.

“Class D Notes”: Servicer Advance Receivables Backed VFN Notes, Series 2012-R, Class D, issued as of the date hereof.

“Class D VFN Additional Interest Distributable Amount”: With respect to the Class D Notes on each Payment Date during the Accrual Period, the amount accrued on the Class D Notes at a rate equal to the Class D VFN Post-ERD Additional Fee Percentage, if any, with respect to such Class D Notes since the immediately preceding Payment Date together with any unpaid Class D VFN Additional Interest Distributable Amount and any accrued and unpaid interest on such amount, if any, from any prior Payment Date at the Class D VFN Post-ERD Additional Fee Rate.

“Class D VFN Carryover Shortfall Rate”: With respect to the Class D Notes and each Accrual Period, a per annum rate equal to the sum of (i) the Class D VFN Floating Rate and (ii) [***]%.

“Class D VFN Default Additional Rate”: With respect to the Class D Notes and each day during the occurrence and continuance of an Event of Default, the per annum pricing rate equal to [***]%.

“Class D VFN Default Fee Carryover Shortfall Rate”: With respect to the Class D Notes, a rate per annum equal to the sum of (a) the Class D Variable Funding Note Floating Rate and (b) the Class D VFN Default Additional Rate.

“Class D VFN Default Interest Distributable Amount ”: With respect to the Class D Notes on each Payment Date, following the occurrence of an Event of Default, the amount accrued on the Class D Notes at a rate equal to the Class D VFN Default Additional Rate, with respect to such Class D Notes since the immediately preceding Payment Date (or, if later, the date of the occurrence of such Event of Default) together with any unpaid Class D VFN Default Interest Distributable Amount and any accrued and unpaid interest on such amount, if any, from any prior Payment Date at the Class D VFN Default Fee Carryover Shortfall Rate.

“Class D VFN Floating Rate”: With respect to any day of any Accrual Period and the Class D Notes, the per annum rate equal to the sum of (a) the Cost of Funds Rate, and (b) the applicable Variable Funding Note Margin Rate.

“Class D VFN Post-ERD Additional Fee Percentage”: With respect to the Class D Notes and each Accrual Period (i) during the occurrence and continuance of an Early Amortization Event and (ii) on or after the applicable Expected Repayment Date, as applicable, the following per annum rates: (A) for the period beginning on the first day after the termination of the Funding Period and ending three (3) months thereafter, the pricing rate equal to the product of (X) [***]% and (Y) the applicable Variable Funding Note Margin Rate; (B) for the period beginning at the end of the previous three (3) month period set forth in clause (A) of this definition and ending three (3) months thereafter, the pricing rate equal to the product of (X) [***]% and (Y) the applicable Variable Funding Note Margin Rate; (C) for the period beginning at the end of the

previous three (3) month period set forth in clause (B) of this definition and ending three (3) months thereafter, the pricing rate equal to the product of (X) [***]% and (Y) the applicable Variable Funding Note Margin Rate; and (D) thereafter, the pricing rate equal to the product of (X) [***]% and (Y) the applicable Variable Funding Note Margin Rate.

“Class D VFN Post-ERD Additional Fee Rate”: With respect to Class D Notes, a per annum rate equal to the sum of (a) the Class D VFN Floating Rate and (b) the Class D VFN Post-ERD Additional Fee Percentage.

“Clean-up Call Date”: As defined in Section 2.16(b) hereof.

“Clean-up Call Notice”: As defined in Section 2.16(b) hereof.

“Clean-up Call Option”: The right of the Agent to require the Issuer to repurchase all or a portion of the Notes in accordance with Section 2.16(b) hereof.

“Closing Date”: June 26, 2012.

“Code”: The Internal Revenue Code of 1986 and regulations promulgated thereunder, including proposed regulations to the extent that, by reason of their proposed effective date, could, as of the date of any determination or opinion as to the tax consequences of any action or proposed action or transaction, be applied to the Notes.

“Collateral”: Individually and collectively, the assets constituting the Trust Estate from time to time.

“Collateral Coverage Requirement”: With respect to any date, the requirement that (i) the Aggregate Class A Collateral Value shall be greater than or equal to the aggregate Note Principal Balance of the Class A Notes, (ii) the sum of the Aggregate Class A Collateral Value and the Aggregate Class B Collateral Value shall be greater than or equal to the aggregate Note Principal Balance of the Class A Notes and Class B Notes, (iii) the sum of the Aggregate Class A Collateral Value, Aggregate Class B Collateral Value and Class C Collateral Value shall be greater than or equal to the aggregate Note Principal Balance of the Class A Notes, Class B Notes and Class C Notes, and (iv) the Aggregate Collateral Value shall be greater than or equal to the aggregate Note Principal Balance of all Notes as of such date, in each case after giving effect to any purchase of Additional Note Balance or Additional Receivables on such date.

“Collection Account”: The custodial account into which payments in respect of, or related to, Mortgage Loans held in Securitization Trusts are paid by Mortgagors.

“Collection Period”: With respect to any Payment Date, the calendar month immediately preceding the month of such Payment Date.

“Commercial Paper Notes”:  With respect to each Conduit Purchaser, the short-term promissory notes issued by such Conduit Purchaser. 

“Commercial Paper Rate”:  With respect to each Interest Rate Adjustment Date, with respect to each Conduit Purchaser, the per annum rate equivalent to the weighted average cost related to the issuance of related Commercial Paper Notes on such day or, in the circumstance where the liquidity provider of the Conduit Purchaser advances funds to the Conduit Purchaser in lieu of Commercial Paper Notes, the lesser of (i) the sum of LIBOR plus [***]% and (ii) weighted average cost of such borrowing (such costs as reasonably determined by the related sponsor or administrative agent for such Conduit Purchaser, and which shall include (without duplication) the fees and commissions of placement agents and dealers, incremental carrying costs

incurred with respect to Commercial Paper Notes, other borrowings by such Conduit Purchaser and any other costs associated with the issuance of such Commercial Paper Notes); provided, that if any component of such per annum rate is a discount rate, in calculating the “Commercial Paper Rate” on such Interest Rate Adjustment Date, the related Administrative Agent shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum.22

“Commitment”: As defined in the Note Purchase Agreement.

“Committed Purchaser”: The Royal Bank of Scotland plc, and its successors and assigns.

“Conduit Purchaser”: (i) Any Purchaser which is designated as a “Conduit Purchaser” on the signature pages to the Note Purchase Agreement and (ii) any Purchaser which is designated as a “Conduit Purchaser” on the signature pages of any assignment agreement pursuant to which it becomes a party to the Note Purchase Agreement .

“Control Person”: With respect to any Person, any other Person that constitutes a “controlling person” within the meaning of Section 15 of the 1933 Act.

“Controlling Class”: The Noteholders representing the most senior Class of Variable Funding Notes and Term Notes outstanding at any time (acting as a collective whole).

“Controlling Class Majority Noteholders”: The Noteholders of the Controlling Class evidencing collectively more than 50% of the sum of (i) the aggregate Commitments set forth in the Note Purchase Agreement (in the case of the Variable Funding Notes) of the Outstanding Variable Funding Notes of such Controlling Class plus (ii) the Term Note Principal Balance of the Outstanding Term Notes of such Controlling Class, if any, as applicable.

“Controlling Class Required Noteholders”: The Noteholders of the Controlling Class evidencing collectively 66 2/3% or more of the sum of (i) the aggregate Commitments set forth in the Note Purchase Agreement (in the case of the Variable Funding Notes) of the Outstanding Variable Funding Notes of such Controlling Class plus (ii) the Term Note Principal Balance of the Outstanding Term Notes of such Controlling Class, if any, as applicable.

“Corporate Advance”: Any Servicing Advance made by the Servicer pursuant to the terms and provisions of a Servicing Contract to inspect, protect, preserve or repair the underlying properties that secure related Mortgage Loans or that have been acquired through foreclosure or deed in lieu of foreclosure or other similar action pending disposition thereof, or for similar or related purpose, including, but not limited to, necessary legal fees and costs expended or incurred by the Servicer in connection with foreclosure, bankruptcy, eviction or litigation actions with or involving the obligors on such related Mortgage Loans, as well as costs to obtain clear title to such a property, to protect the priority of the lien created by any such related Mortgage Loan on such underlying property, and to dispose of such underlying properties taken through foreclosure or by deed in lieu thereof or other similar action, which is reported by the Servicer in the Monthly Servicer Report under the advance type heading “Corporate Advance”.

“Corporate Advance (Judicial States)”: All Corporate Advances related to Mortgage Loans for which

the underlying property is located in a jurisdiction which provides for a judicial foreclosure process, as set forth in Schedule VI hereto.

“Corporate Advance (Non-Judicial States)”: All Corporate Advances related to Mortgage Loans for which the underlying property is located in a jurisdiction which provides for a non-judicial foreclosure process, as set forth in Schedule VI hereto.

“Corporate Trust Office”: The principal corporate trust offices of the Indenture Trustee at which at any particular time its corporate trust business with respect to the Issuer shall be administered, which offices at the Closing Date are located at (i) for Note and Trust Certificate transfer purposes, Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113, Attn: Corporate Trust Services CTO Transfer Group - Nationstar Advance Funding Trust 2012-R and (ii) for all other purposes, at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: Client Manager - Nationstar Advance Funding Trust 2012-R.

“Cost of Funds Rate”:  With respect to each Conduit Purchaser, with respect to each Interest Rate Adjustment Date, the related Commercial Paper Rate for such Conduit Purchaser. With respect to each Committed Purchaser, with respect to each Interest Rate Adjustment Date, the sum of LIBOR plus 1.00%. The Agent shall deliver to the Indenture Trustee the applicable Cost of Funds Rate on each Interest Rate Adjustment Date and the determination of the applicable Cost of Funds Rate by the Agent shall be binding absent manifest error.

“Current-Paying Mortgage Loan”: As of any date of determination, a Mortgage Loan with respect to which no payment is more than 60 days Delinquent.

“Daily Interest Amount”: With respect to each day in each related Accrual Period for the each Class of Variable Funding Notes, an amount equal to (x) the applicable Variable Funding Note Floating Rate times (y) the applicable Variable Funding Note Principal Balance as of the preceding Business Day after giving effect to all changes to such applicable Variable Funding Note Principal Balance on or prior to such preceding Business Day times (z) a fraction, the numerator of which is one and the denominator of which is 360.

“Delinquency Advance”: Any “Advance”, “P&I Advance”, “Monthly Advance” or “Delinquency Advance” (or term of substantially similar import, howsoever denominated or defined) under and as defined in the relevant Servicing Contracts, which is reported by the Servicer in the Monthly Servicer Report under the advance type heading “Delinquency Advance”.

“Delinquency Ratio”: With respect to any Securitization Trust and any calendar month-end, a ratio, expressed as a percentage, the numerator of which is the unpaid Principal Balance of Mortgage Loans in such Securitization Trust that are (i) 60 days or more Delinquent, (ii) REO properties, or (iii) in foreclosure or with respect to which the mortgagor is in bankruptcy, and the denominator of which is the unpaid Principal Balance of all Mortgage Loans in such Securitization Trust.23

“Delinquent”: A Mortgage Loan is “Delinquent” if any Monthly Payment due thereon is not made by the close of business on the day such Monthly Payment is required to be paid. For instance, a Mortgage Loan is “30 days Delinquent” if any Monthly Payment due thereon has not been received by the close of

business on the corresponding day of the month immediately succeeding the month in which such Monthly Payment was required to be paid or, if there is no such corresponding day (e.g., as when a 30-day month follows a 31-day month in which a payment was required to be paid on the 31st day of such month), then on the last day of such immediately succeeding month. The determination of whether a Mortgage Loan is “60 days Delinquent,” “90 days Delinquent,” etc., shall be made in a like manner.

“Depositor”: Nationstar Advance Funding 2012-R, LLC.

“Depository”:  The Depository Trust Company, its nominees, and their respective successors.

“Discount Factor”: (i) The Class A Discount Factor, (ii) the Class B Discount Factor, (iii) the Class C Discount Factor or (iv) the Class D Discount Factor, as applicable.

“Discount Factor Proportional Weighting Ratio”: (i) With respect to the Class A Notes, a fraction the numerator of which is the Class A Collateral Value and the denominator of which is the sum of the Class A Collateral Value, the Class B Collateral Value, the Class C Collateral Value and the Class D Collateral Value, (ii) with respect to the Class B Notes, a fraction the numerator of which is the aggregate outstanding balance of the Class B Collateral Value and the denominator of which is the sum of the Class A Collateral Value, the Class B Collateral Value, the Class C Collateral Value and the Class D Collateral Value, (iii) with respect to the Class C Notes, a fraction the numerator of which is the aggregate outstanding balance of the Class C Collateral Value and the denominator of which is the sum of the Class A Collateral Value, the Class B Collateral Value, the Class C Collateral Value and the Class D Collateral Value, (iv) with respect to the Class D Notes, a fraction the numerator of which is the aggregate outstanding balance of the Class D Collateral Value and the denominator of which is the sum of the Class A Collateral Value, the Class B Collateral Value, the Class C Collateral Value and the Class D Collateral Value, and (v) with respect to the Term Notes, a fraction determined upon issuance of Term Notes.

“Discount Factor Reduction Event”: With respect to any date of determination, any of the following conditions or events: 

(a) with respect to all Eligible Receivables in a Bottom of Waterfall Securitization Trust, all Bottom of Waterfall Advances,

(b) with respect to all Eligible Receivables in a Securitization Trust, the Weighted Average Months to Liquidation with respect to such Securitization Trust exceeds (i) 18 months, or (ii) 22 months; ________________________________

*** 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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(c) with respect to all Eligible Receivables in a Securitization Trust, the Weighted Average Months Outstanding with respect to such Securitization Trust exceeds (i) 18 months or (ii) 22 months;

(d) with respect to any related Receivables owned by the Issuer as of such date of determination, such Receivables relate to a Mortgage Loan with respect to which a Foreclosure Moratorium Event has occurred, (i) on the date on which such Foreclosure Moratorium Event is enacted, (ii) on the date that is 90

days after the date on which such Foreclosure Moratorium Event was enacted and (iii) at the end of each 90-day period thereafter until such moratorium or cessation ceases to be effective;

(e) with respect to all Eligible Receivables in all Securitization Trusts, the Rolling Three Month Reimbursement Percentage is less than (i) [***]% but greater than or equal to [***]%, (ii) [***]% but greater than or equal to [***]%, (iii) [***]% but greater than or equal to [***]%, (iv) [***]% but greater than or equal to [***]% or (v) less than [***]%;

(f) [reserved]; and

(g) with respect to Legacy Deferred Servicing Fees, the Weighted Average Months DSF Outstanding exceeds (i) 18 months or (ii) 22 months.

“Discount Factor Reduction Percentage”:

(i) With respect to the Discount Factor Reduction Event set forth in clause (a) of the definition thereof, [***]%;

(ii) with respect to the Discount Factor Reduction Event set forth in clause (b)(i) of the definition thereof, [***]%;

(iii) with respect to the Discount Factor Reduction Event set forth in clause (b)(ii) of the definition thereof, [***]%;

(iv) with respect to the Discount Factor Reduction Event set forth in clause (c)(i) of the definition thereof, [***]%;

(v) with respect to the Discount Factor Reduction Event set forth in each of clauses (c)(ii) of the definition thereof, [***]%;

(vi) with respect to the Discount Factor Reduction Event set forth in clause (d)(i) of the definition thereof, [***]%;

(vii) with respect to the Discount Factor Reduction Event set forth in clause (d)(ii) of the definition thereof, [***]%;

(viii) with respect to the Discount Factor Reduction Event set forth in clause (d)(iii) of the definition thereof, [***]%;

(ix) with respect to the Discount Factor Reduction Event set forth in clause (e)(i) of the definition thereof, [***]%;

(x) with respect to the Discount Factor Reduction Event set forth in clause (e)(ii) of the definition thereof, [***]%;

(xi) with respect to the Discount Factor Reduction Event set forth in clause (e)(iii) of the definition thereof, [***]%;

(xii) with respect to the Discount Factor Reduction Event set forth in clause (e)(iv) of the definition thereof, [***]%;

(xiii) with respect to the Discount Factor Reduction Event set forth in clause (e)(v) of the definition

thereof, [***]%;

(xiv) [reserved];

(xv) with respect to the Discount Factor Reduction Event set forth in clause (g)(i) of the definition thereof, [***]%; and

(xvi) with respect to the Discount Factor Reduction Event set forth in clause (g)(ii) of the definition thereof, [***]%;

provided, that, notwithstanding anything to the contrary in the definitions of “Discount Factor Reduction Event” and “Discount Factor Reduction Percentage,” to the extent data with respect to the above components of such defined terms is unavailable for the Agent to determine any of the above Discount Factor Reduction Events, the Agent, in its sole and absolute discretion, may determine the applicable Discount Factor Reduction Percentage with respect to such Discount Factor Reduction Event.

“Early Amortization Event”: Immediately upon the sending of notice by the Agent to the Indenture Trustee and the Servicer of the occurrence of any of the following conditions or events:

(a)the occurrence of any Event of Default under this Indenture;

(b)the Servicer's status as an approved servicer of residential Mortgage Loans is terminated by either Fannie Mae or Freddie Mac; provided, that, (i) if the Servicer no longer services mortgage loans under the Fannie Mae or Freddie Mac loan program or (ii) a termination of the Servicer's status as an approved servicer of residential mortgage loans by Fannie Mae or Freddie Mac due to the liquidation, dissolution, insolvency or receivership or the termination as a government sponsored enterprise of Fannie Mae or Freddie Mac, as applicable, shall not result in an Early Amortization Event under this clause (b);

(c)as of the Business Day immediately preceding any Payment Date, the amount on deposit in the Reserve Account on such Business Day is less than the Required Reserve Amount as of the Payment Date immediately preceding such Payment Date;

(d)the Rolling Three Month Reimbursement Percentage measured monthly is less than [***]% for two (2) consecutive months;

(e)the Verification Agent is terminated or resigns prior to the assumption of the Verification Agent's duties by a successor verification agent;

(f)the Seller fails to sell and/or contribute any and all outstanding Additional Receivables relating to Securitization Trusts (to the extent applicable Delinquency Advances and Servicing Advances are made) by the Initial Funding Date (other than in the event the related Additional Note Balances are not purchased by the Noteholders pursuant to the terms of Section 2.01 of the Note Purchase Agreement) on or after the date that is thirty (30) days after the date upon which such Receivable was created and the Seller has actual knowledge of such failure;

(g)the Note Principal Balance of each Class is not reduced to $0 by the close of business on the Expected Repayment Date;

(h)the failure to comply with any of the Servicing Standards that impacts the collectability (timing or otherwise) of the Receivables or any of the rights or interests of the Agent or Noteholders, in either case, as determined by any Agent in its reasonable discretion;

(i)except with respect to any Servicing Contract under which the Servicer shall have ceased to be Servicer upon the final distribution date or termination of the related Securitization Trust in accordance with the terms and provisions of such Servicing Contract or, with respect to any Subserviced Securitization Trust, any Related Servicing Contract under which the related MSR Seller, as servicer, shall have ceased to be servicer upon the final distribution date or termination of the related Subserviced Securitization Trust in accordance with the terms and provisions of such servicing contract, (i) Nationstar as Servicer shall have given or received a notice of resignation or termination under one or more Servicing Contracts and/or (ii) with respect to any Subserviced Securitization Trusts, the related MSR Seller, as servicer, shall have given or received a notice of resignation or termination or ceased to exist as a corporate entity under one or more Related Servicing Contracts, that constitute in the aggregate [***]% or more of the Aggregate Collateral Value of the Aggregate Receivables as of the date of such resignation or termination; provided, further, that, with respect to clause (i)(ii) above, in the event Nationstar shall become the successor servicer under any such servicing contract, then for

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so long as no other Early Amortization Event (including under this clause (i) of the definition of “Early Amortization Event”) shall have occurred and be continuing, the occurrence and continuance of such Early Amortization Event shall cease to be of further effect;

(j)if S&P withdraws servicer rating below “Average” or Fitch below “RPS3-”.

“Eligible Account”: Either (i) an account maintained with a federal or state chartered depository institution or trust company, the short-term deposit or short-term unsecured debt obligations of which (or of such institution's parent holding company) are rated “A-1” or better by S&P, or, if no short term rating exists for such entity, the long-term deposit or long-term unsecured debt obligations of which (or of such institution's parent holding company) are rated “A+” or better by S&P, or (ii) a segregated trust account maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity, which, in the case of a state chartered depository institution or trust company is subject to regulations regarding fiduciary funds on deposit therein substantially similar to 12 CFR § 9.10(b), and which, in either case, has a combined capital and surplus of at least $75,000,000 and is subject to supervision or examination by federal or state authority. Eligible Accounts may bear interest.

“Eligible Receivable”: A Receivable which meets the following criteria:

(a)the Receivable is related to an Eligible Servicing Contract and is (i) contractually recoverable from the proceeds of the related Mortgage Loan, related liquidation proceeds or otherwise from the proceeds of or collections on the related Mortgage Loan, (ii) complies with all requirements for reimbursement under the related Servicing Contract and, with respect to any Subserviced Securitization Trust, the Related Servicing Contract, (iii) is not related to an expense with respect to a Mortgage Loan subject to a foreclosure proceeding which expense was incurred as a result of any corrective action or corrective legal proceeding taken with respect to a foreclosure proceeding and such expense is deemed ineligible for reimbursement by the Servicer and (iv) is not related to an expense with respect to a Mortgage Loan subject to a foreclosure proceeding which expense has been deemed ineligible for reimbursement by the related master servicer or trustee;

(b)the Seller and Depositor had good and marketable title to each Receivable immediately prior to the sale or contribution thereof, and the Receivable is not subject to any adverse liens (other than Permitted Liens);

each representation or warranty made by the Seller and Depositor in the sale agreements with respect to such Receivable is true and correct in all material respects28

________________________________

*** 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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10485648

(c)all Delinquency Advances and Servicing Advances related to such Receivable have been fully funded by the Servicer using its own funds and/or Amounts Held for Future Distribution (to the extent permitted under the applicable Servicing Contract and, with respect to any Subserviced Securitization Trust, any Related Servicing Contract);

(d)such Receivable does not relate to a Mortgage Loan that has a $0 balance or was liquidated, charged off, condemned or any other final recovery determination more than ninety (90) days prior to the date of determination;

(e)on any date of determination, if the related Delinquency Advance and/or Servicing Advance was made in respect of a Mortgage Loan that was ninety (90) or more days Delinquent, a Broker's Price Opinion shall have been completed on the underlying property;

(f)such Receivable does not relate to a Delinquency Advance or a Servicing Advance that has not been reimbursed in full within forty-five (45) days following the date of a permanent modification of the related Mortgage Loan that becomes effective subsequent to the creation of such Receivable (for purposes of this clause, a modification becomes “permanent” following any trial period or satisfaction of conditions precedent or subsequent);

(g)such Receivable does not relate to a Mortgage Loan or REO property which is subject to a lease or rental agreement entered into by the Servicer in accordance with the terms and provisions of the applicable Servicing Contract or, with respect to any Subserviced Securitization Trust, the Related Servicing Contract; and

(h)all Legacy Deferred Servicing Fees relate to servicing fees accrued on or prior to the Closing Date.

“Eligible Servicing Contract”: With respect to any Securitization Trust, a Servicing Contract which meets the following criteria at such time:

(i)as of the date such Securitization Trust was added to the definition of “Securitization Trust,” such Servicing Contract and, with respect to any Subserviced Securitization Trust, the Related Servicing Contract was reviewed and approved by the Agent in its sole and absolute discretion;

________________________________

*** 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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under such Servicing Contract and, with respect to any Subserviced Securitization Trust, Related Servicing Contract, (i) the Servicer is permitted to reimburse itself or to be reimbursed by a master servicer, as applicable, for related Delinquency Advances and Servicing Advances out of late collections of the amounts advanced, including from insurance proceeds and liquidation proceeds from the related Mortgage Loan with respect to

which such Delinquency Advances and Servicing Advances were made, prior to any payment to any holders of any notes, certificates or other securities backed by the related Mortgage Loan pool and prior to payment of any party subrogated to the rights of the holders of such securities (such as a reimbursement right of a credit enhancer) or any hedge or derivative termination fees, or to any related Securitization Trust or any related Securitization Trustee, custodian, hedge counterparty or credit enhancer, (ii) other than with respect to Bottom of Waterfall Advances, if the Servicer determines that the related Delinquency Advance or Servicing Advance is a Nonrecoverable Advance, the Servicer has the right to reimburse itself at the top of the securitization waterfalland (iii) the Servicer has the right it reimburse itself for Legacy Deferred Servicing Fees that is nonrecoverable from the related Mortgage Loan from the general collections of the Securitization Trust prior to any payments to related Securitization Trust certificateholders;

(j)(i) pursuant to the terms of such Servicing Contract there has been no (A) giving or receiving of any notice of termination (from a party entitled to terminate the Servicer under the related Servicing Contract) or resignation as servicer by the Servicer, (B) receipt by the Servicer of notice of an event of default by the Servicer under any Servicing Contract that is not cured or waived within the time periods specified in the related Servicing Contract or (C) threatened termination of the Servicer by the related securitization trustee in writing related to any default existing for thirty (30) or more days by the Servicer under the related Servicing Contract; and (ii) with respect to each Subserviced Securitization Trust, pursuant to the terms of the Related Servicing Contract, there has been no (A) giving or receiving of any notice of termination (from a party entitled to terminate the related MSR Seller, as servicer, under the Related Servicing Contract) or resignation as servicer by such MSR Seller, (B) receipt by the related MSR Seller, as servicer, of notice of an event of default by such MSR Seller under the Related Servicing Contract that is not cured or waived within the time periods specified in such servicing contract, (C) threatened termination of the related MSR Seller, as servicer, by the related securitization trustee in writing related to any default existing for thirty (30) or more days by such MSR Seller under the Related Servicing Contract and (D) such MSR Seller has not ceased to exist as a corporate entity; provided, that, with respect to clause (c)(ii) above, in the event Nationstar shall become the successor servicer under any such servicing contract, then for so long as no other clause under the definition of “Eligible Servicing Contract” (including under this clause (c)) shall be breached, such breach of clause (c)(ii) above shall be of no further force and effect; and

(k)the related Servicing Contract or, with respect to any Subserviced Securitization Trust, Related Servicing Contract expressly permits the Servicer to enter into an advance facility whereby the Servicer may assign, transfer and/or pledge its rights to be reimbursed for Delinquency Advances, Servicing Advances or Legacy Deferred Servicing Fees under such Servicing Contract and provides that all Advances are reimbursed on a 'first-in, first-out' or 'FIFO' basis, such that the Advances of a particular type that were disbursed first in time will be reimbursed prior to Advances of the same type with respect to the related Mortgage Loan that were disbursed later in time;

the related Servicing Contract or, with respect to any Subserviced Securitization Trust, the Related Servicing Contract (i) expressly permits the Servicer to be reimbursed for all outstanding and unreimbursed Delinquency Advances and Servicing Advances under such Servicing Contract upon exercise of a clean-up call on the underlying Securitization Trust or (ii) for those Servicing Contracts or Related Servicing Contracts, as applicable, which do not satisfy clause (i) above, the Pool Factor is greater than [***]%;

the related Securitization Trust contains Mortgage Loans with an aggregate outstanding principal balance of at least five million dollars ($[***]); the related Securitization Trust is comprised of at least [***] Mortgage Loans;

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(l)neither the Servicing Contract nor, with respect to any Subserviced Securitization Trust, the Related Servicing Contract prohibits the sale and/or contribution to the Issuer of the rights to reimbursement for the Delinquency Advances, Servicing Advances and Legacy Deferred Servicing Fees under the related Securitization Trust, and the assignment and Grant thereof to the Indenture Trustee, does not violate the terms of the related Servicing Contract, the Related Servicing Contract (in the case of any Subserviced Securitization Trust) or any other document or agreements to which the Seller is a party or to which its assets or properties are subject;

(m)with respect to any Servicing Contract that does not relate to a Subserviced Securitization Trust, the Seller has delivered to the Agent the MSR Transfer Evidence with respect to such Servicing Contract;

(n)(i) if a Legacy Deferred Servicing Fee arises under such Servicing Contract or, with respect to any Subserviced Securitization Trust, the Related Servicing Contract, such Servicing Contract or Related Servicing Contract, as applicable, provides that (A) such Legacy Deferred Servicing Fee is paid prior to payments on the related securities, (B) payment of such Legacy Deferred Servicing Fee is not subject to any rights of set-off (or such rights have been waived), (C) on any date of determination following July 2, 2012, the related Securitization Trustee has acknowledged the assignment and pledge of such Legacy Deferred Servicing Fee and (D) payments in respect of such Legacy Deferred Servicing Fee are not commingled with any other funds of the Servicer and (ii) with respect to each Servicing Contract or, with respect to any Subserviced Securitization Trust, the Related Servicing Contract, such Servicing Contract or Related Servicing Contract, as applicable, has been amended with respect to the advance facility section of such Servicing Contract or Related Servicing Contract to the satisfaction of the Agent in its sole and absolute consent; and

(o)with respect to any Servicing Contract that relates to a Subserviced Securitization Trust, (i) the Related Servicing Contract provides that the “Master Servicer” thereunder is a servicing counterparty authorized to replace or succeed the “Primary Servicer” following a termination thereof under such Related Servicing Contract and (ii) Nationstar is the “Master Servicer” under such Related Servicing Contract.

“Entitlement Order”: As defined in Section 8-102(a)(8) of the UCC.

“ERISA”: The Employee Retirement Income Security Act of 1974, as amended.

“Escrow Advance”: A Servicing Advance made by the Servicer pursuant to the terms and provisions of a Servicing Contract (which such Servicing Advance has not been repaid or reimbursed to the Seller) of tax and insurance escrow amounts required to be, but not, paid by a Mortgagor under the related Mortgage Loan, which is reported by the Servicer in the Monthly Servicer Report under the advance type heading “Escrow Advance”.

“Escrow Advance (Judicial States)”: All Escrow Advances related to Mortgage Loans for which the underlying property is located in a jurisdiction which provides for a judicial foreclosure process, as set forth in Schedule VI hereto.

“Escrow Advance (Non-Judicial States)”: All Escrow Advances related to Mortgage Loans for which the underlying property is located in a jurisdiction which provides for a non-judicial foreclosure process, as set forth in Schedule VI hereto.

“Event of Default” or “EOD”: As defined in Section 4.01 hereof.

“Excess Advance”: A Delinquency Advance or Servicing Advance with respect to a Mortgage Loan, the Receivables Balance of which shall cause the Loan-Level BPO Ratio, Pool-Level BPO Ratio, Bottom of Waterfall Loan-Level BPO Ratio or Bottom of Waterfall Pool-Level BPO Ratio of such Mortgage Loan, as applicable, to be less than the applicable BPO Ratio Advance Floor.

“Excess Amount”: As of any date of determination, the lesser of (i) all amounts on deposit in the Reimbursement Account as of the close of business on the prior day minus the Expense Reserve as of such date and (ii) the product of (I) each related Advance Reimbursement Amount on deposit in the Reimbursement Account as of the close of business on the prior day, and (II) the Class D Discount Factor.

“Exempted Securitization Trust”: SASCO 2004-NP1.

“Expected Repayment Date” or “ERD”:  The Payment Date that is three hundred sixty-four (364) days after the Closing Date, as such date may be amended from time to time.

“Expense Reserve”: As of any date, an amount equal to the product of (i) 1.5 and (ii) the amount required to make all of the payments specified in Section 2.10(c)(i) through (v) on the immediately succeeding Payment Date to the extent known on such date.

“Fannie Mae”: Federal National Mortgage Association, a body corporate organized and existing under the laws of the United States, or its successor in interest.

“FDIC”: Federal Deposit Insurance Corporation or any successor.

“Federal Funds Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the FRBNY. For a day that is not a Business Day, the Federal Funds Rate shall be the rate applicable to federal funds transactions on the immediately preceding day for which such rate is reported.

“Fee Side Letter”: That certain letter, identified as such, dated of even date herewith, entered into among the Issuer, the Seller, the Note Purchaser and the Agent.

“Final Payment Date”: The Payment Date on which the final payment on the Issuer Obligations is made hereunder by reason of all principal, interest and other amounts due and payable on such Issuer Obligations having been paid or the Collateral having been exhausted.

“Financial Asset”: As defined in Section 8-102(a)(9) of the UCC.

“Fitch”: Fitch, Inc., a nationally recognized statistical rating organization under the federal securities laws.

“Foreclosure Moratorium Event”: (i) Any applicable federal, state or local governmental authority has ordered a moratorium, cessation or suspension of foreclosure activity or (ii) the Servicer has voluntarily imposed a moratorium, cessation or suspension of foreclosure activity.

“FRBNY”: The Federal Reserve Bank of New York, or its successor in interest.

“Freddie Mac”: Federal Home Loan Mortgage Corporation, a body corporate organized and existing under the laws of the United States, or its successor in interest.

“Funding Account”: The segregated account, or accounts, each of which shall be an Eligible Account, established and maintained pursuant to Section 2.09 and entitled “Wells Fargo Bank N.A., as Indenture Trustee in trust for the Noteholders of the Nationstar Advance Funding Trust 2012-R, Servicer Advance Receivables Backed Notes, Series 2012-R, Funding Account.” The Funding Account may be a sub-account of the Reimbursement Account.

“Funding Conditions”: As defined in Section 7.02.

“Funding Date”: During the Funding Period, (i) other than July 10, 2012, the 10^th day of each calendar month or, if such day is not a Business Day, the immediately preceding Business Day, (ii) the 18^th day of each calendar month or, if such day is not a Business Day, the immediately preceding Business Day, (iii) the 28^th day of each calendar month or, if such day is not a Business Day, the immediately preceding Business Day, and (iv) any other date (in addition to the foregoing) agreed to among the Agent, the Issuer and the Indenture Trustee.

“Funding Date Report”: As defined in Section 6.02(c).

“Funding Imbalance”: As defined in Section 7.03.

“Funding Interruption Event”: Any condition or event that with notice or the passage of time, or both, would constitute an Early Amortization Event.

“Funding Notice”: As defined in Section 2.01(c) of the Receivables Purchase Agreement.

“Funding Period”: The period beginning on the Closing Date and ending upon the earliest to occur of (i) the Expected Repayment Date, (ii) the occurrence of an Early Amortization Event or (iii) the occurrence of an Event of Default.

“GAAP”: Such accounting principles as are generally accepted in the United States.

“Global Term Note”:  Any Term Note in global form with respect to which the ownership and transfers are made through book entries by the Depository, in substantially the form attached hereto as Exhibit A-II-1.

“Governmental Authority”: As defined in the Receivables Purchase Agreement.

________________________________

*** 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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“Grant”: To mortgage, pledge, bargain, sell, warrant, alienate, demise, convey, assign, transfer, create and grant a security interest in and right of setoff against, deposit, set over and confirm. A Grant of Collateral shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including without limitation the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other moneys and proceeds payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise, and

generally to do and receive anything which the granting party is or may be entitled to do or receive thereunder or with respect thereto.

“Hedge Account”:  To the extent the Agent (on behalf of the Noteholders) enters into any Hedge Agreements pursuant to Section 2.20, the trust account or accounts created and maintained by the Indenture Trustee pursuant to Section 2.20(c) which shall be entitled “Hedge Account, Wells Fargo Bank, N.A., as Indenture Trustee, in trust for the registered Noteholders of Nationstar Advance Funding Trust 2012-R, Servicer Advance Receivables Backed Notes” and which must be an Eligible Account.

“Hedge Agreement”:  Any Cap Agreement approved by the Agent.

“Hedge Provider”: The Cap Provider under any Hedge Agreement.

“Indemnified Parties”: As defined in Section 9.11(b).

“Indenture”: This instrument, including the schedules and exhibits hereto, as originally executed or as it may be supplemented or amended from time to time by one or more other indentures supplemental hereto entered into pursuant to the applicable provisions hereof.

“Indenture Trustee”: Wells Fargo Bank, N.A., a national banking association, in its capacity as indenture trustee under this Indenture, or its successor in interest, or any successor indenture trustee appointed as provided in this Indenture.

“Indenture Trustee Fee”: $[***], per year, payable in monthly installments of $[***], to the Indenture Trustee on each Payment Date for services rendered under this Indenture. To the extent there is more than one Payment Date in any given month, the Indenture Trustee Fee in such month shall include an additional $[***] for each such additional Payment Date.

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“Independent”: When used with respect to any specified Person, any such Person who (i) is in fact independent of the Indenture Trustee, the Issuer, the Depositor, the Seller and any and all Affiliates thereof, (ii) does not have any direct financial interest in or any material indirect financial interest in any of the Indenture Trustee, the Issuer, the Depositor, the Seller or any Affiliate thereof, and (iii) is not connected with the Indenture Trustee, the Issuer, the Depositor, the Seller or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however, that a Person shall not fail to be Independent of the Indenture Trustee, the Issuer, the Depositor, the Seller or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any class of securities issued by the Indenture Trustee, the Issuer, the Depositor, the Seller or any Affiliate thereof, as the case may be. The Indenture Trustee may rely, in the performance of any duty hereunder, upon the statement of any Person contained in any certificate or opinion that such Person is Independent according to this definition.

“Independent Manager”: Means (i) a natural person and (ii) a Person who (A) shall not have been at the time of such Person's appointment, and may not have been at any time during the preceding five (5) years and shall not be as long as such Person is an Independent Manager of the Depositor (1) a direct or indirect legal or beneficial owner in such entity or any of its Affiliates (excluding de minimus ownership

interests), (2) a manager, member, officer, director, manager, partner, shareholder or employee of the Seller or any of its managers, members, partners, subsidiaries, shareholders or Affiliates other than the Depositor or any Affiliate of the Seller that is intended to be structured as a “bankruptcy remote” special purpose entity (collectively, the “Independent Parties”), (3) a supplier to any of the Independent Parties, (4) a person controlling or under common control with any directors, members, partners, shareholder or supplier of any of the Independent Parties or (5) a member of the immediate family of any director, member, partner, shareholder, officer, manager, employee or supplier of the Independent Parties, (B) has prior experience as an independent director or manager for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (C) has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; provided, that the indirect or beneficial ownership of stock of the Seller through a mutual fund or similar diversified investment vehicle with respect to which the owner does not have discretion or control over the investments held by such diversified investment vehicle shall not preclude such owner from being an Independent Manager.

“Initial Funding Date”: The first date upon which the Issuer requests a funding under the Note Purchase Agreement.

“Initial Note Balance”: The Cash Purchase Price of the Initial Receivables transferred to the Issuer and Granted hereunder on the Initial Funding Date. The Initial Note Balance will be determined on the Initial Funding Date.

“Initial Receivables”: The Receivables sold and/or contributed by the Seller to the Depositor and sold and/or contributed by the Depositor to the Issuer on the Initial Funding Date pursuant to the Receivables Purchase Agreement and Granted by the Issuer to the Indenture Trustee to comprise part of the Trust Estate.

“Intangible Assets”: Means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.

“Interest and Expenses Coverage Amount”: On any date of determination, an amount equal to the sum of the (A) expenses under Section 2.10(c)(i) through (iv) and (B) if such date is a Payment Date, interest payable to the Noteholders pursuant to Section 2.10(c)(v) on such date (excluding any unpaid amounts from prior periods) or (C) if such date is not a Payment Date, an amount equal to the aggregate of the sums noted in clauses (A) and (B) above for the immediately preceding Payment Date (as determined by the Agent (in its sole and absolute discretion)); provided, that in the case of any date of determination that is the Closing Date or any date prior to the first Payment Date following the Closing Date, the Interest and Expenses Coverage Amount will be an amount equal to the sum of the estimated expenses under Section 2.10(c)(i) through (iv) and interest payable to Noteholders on such Payment Date under Section 2.10(c)(v) (as determined by the Agent (in its sole and absolute discretion)).

“Interest Rate Adjustment Date”: Each Business Day.

“Interested Person”: As of any date of determination, Nationstar or any of its Affiliates.

“Intra-Month Excess Amount”: As of any date of determination, an amount equal to (i) all amounts on deposit in the Reimbursement Account as of the close of business on the prior day minus (ii) the Expense Reserve for the immediately preceding calendar month.

“IRS”: The United States Internal Revenue Service.

“Issuer”: Nationstar Advance Funding Trust 2012-R, a Delaware statutory trust, or its successor in interest.

“Issuer Obligations”: All of the Issuer's obligations to pay all interest and principal of the Notes and all other obligations and liabilities of the Issuer arising under, or in connection with, the Transaction Documents, whether now existing or hereafter arising.

“Issuer Request” or “Issuer Order”: A written request or order signed in the name of the Issuer by an Authorized Officer of the Issuer.

“Legacy Deferred Servicing Fee”: The earned and unpaid Servicing Fees (or term of substantially similar import, howsoever denominated or defined) in the amounts set forth on Schedule X hereof and due and payable to the Servicer pursuant to the terms of the related Servicing Contract set forth on Schedule X hereof. Unless the context indicates otherwise, any reference to “reimbursement” of a Legacy Deferred Servicing Fee will be construed to mean payment of any Legacy Deferred Servicing Fee.

“LIBO Base Rate”: With respect to any Accrual Period, the rate per annum shown on the display designated as “LIBOR01” on the Reuters Money 3000 Service for a one-month period as of 11:00 A.M., London time, on the Interest Rate Adjustment Date immediately prior to the commencement of such Accrual Period; provided, that in the event no such rate is shown, LIBOR shall be determined by reference to such other comparable available service for displaying Eurodollar rates as may be reasonably selected by the Agent; provided; further, that in the event no such service is available, LIBOR shall be a rate per annum at which deposits in dollars are offered by the principal office of the Agent in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) on the Interest Rate Adjustment Date immediately preceding the commencement of such Accrual Period for delivery on the first day of such Accrual Period and for a one-month period; provided, however, that if, on any Interest Rate Adjustment Date, the Agent is unable to determine LIBOR in the manner provided above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous Interest Rate Adjustment Date.

“LIBO Reserve Requirement”: For any Accrued Period, the aggregate (without duplication) of the rates (expressed as a decimal fraction) of reserve requirements applicable to the Administration Agent 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 Initial Funding, the LIBO Reserve Requirements shall be deemed to be zero.

“LIBOR”: With respect to each Interest Rate Adjustment Date, a rate per annum determined by the Administrative Agent 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 the Administrative Agent shall be conclusive absent manifest error by the Administrative Agent:

LIBO Base Rate

1.00 - LIBO Reserve Requirement

LIBOR shall be calculated for each Accrual Period on each Interest Rate Adjustment Date and commencing with the Initial Funding 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.

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“Lien”: Any mortgage, deed of trust, pledge, lien (statutory or otherwise), security interest, lease, easement, title defect, restriction, levy, execution, seizure, attachment, charge or other encumbrance or security or preferential arrangement of any nature, including, without limitation, any conditional sale or title retention arrangement, any capitalized lease and any assignment, deposit arrangement or financing lease intended as, or having the effect of, security.

________________________________

*** 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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“Liquidity”: 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‑Level BPO Ratio”: With respect to any Mortgage Loan (other than a second lien Mortgage Loan) serviced by the Servicer under a Securitization Trust listed on Schedule I-A or I-B hereto which is ninety (90) days or more Delinquent, a ratio, the numerator of which is the Net Property Value of the property related to such Mortgage Loan, as set forth in the most recent Brokers Price Opinion, and the denominator of which is the sum of (i) the P&I Borrowing Base Amount relating to Loan-Level Delinquency Advances made in respect of such Mortgage Loan and (ii) the aggregate Receivables Balance related to Servicing Advances and Legacy Deferred Servicing Fees related to such Mortgage Loan. With respect to any second lien Mortgage Loan serviced under an Eligible Servicing Contract and which is ninety (90) days or more Delinquent, a ratio, the numerator of which is the difference between (i) the Net Property Value of the property related to such Mortgage Loan, as set forth in the most recent Brokers Price Opinion, and (ii) any unpaid loan balances senior to such second lien Mortgage Loan, and the denominator of which is the sum of (i) the aggregate Receivables Balance of all Receivables relating to Servicing Advances and Legacy Deferred Servicing Fees made in respect of such Mortgage Loan and (ii) the P&I Borrowing Base Amount relating to Loan-Level Delinquency Advances made in respect of such Mortgage Loan.

“Loan-Level BPO Ratio Advance Floor”: A ratio equal to [***].

“Loan-Level Delinquency Advance”: Any Delinquency Advance relating to a Securitization Trust listed on Schedule I-A or Schedule I-B hereto.

“Loan-Level Delinquency Advance (Judicial States)”: All Loan-Level Delinquency Advances related to Mortgage Loans for which the underlying property is located in a jurisdiction which provides for a judicial foreclosure process, as set forth in Schedule VI hereto.

“Loan-Level Delinquency Advance (Non-Judicial States)”: All Loan-Level Delinquency Advances related to Mortgage Loans for which the underlying property is located in a jurisdiction which provides for a non-judicial foreclosure process, as set forth in Schedule VI hereto.

“Majority Noteholders”: As of any date of determination, Noteholders evidencing collectively more than 50% of the sum of (i) the aggregate Commitments set forth in the Note Purchase Agreement (in the case of the Variable Funding Notes) on such date of determination plus (ii) the Term Note Principal Balance of the Outstanding Term Notes on such date of determination.

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“Maturity Date”: The date as of which the principal of and interest on the Notes has become due and payable as herein provided, whether at the Stated Maturity, by acceleration or otherwise.

“Maximum Note Balance”: As of any date of determination, the sum of the Variable Funding Note Maximum Balance on such date of determination plus the Term Note Principal Balance on such date of determination.

“Monthly Interest Amount”: With respect to the Term Notes and each related Accrual Period, an amount equal (x) the applicable Term Note Interest Rate times (y) the applicable Term Note Principal Balance as of the last Business Day prior to such Payment Date after giving effect to all changes to such Term Note Principal Balance on or prior to such Business Day times (z) a fraction, the numerator of which is one (1) and the denominator of which is 12.

“Monthly Interest Amount (Post-EOD)”: With respect to the Term Notes and each related Accrual Period during the occurrence and continuance of an Event of Default, an amount equal to (x) the applicable Term Note Default Additional Rate for such Term Notes times (y) the Term Note Principal Balance as of the last Business Day prior to such Payment Date after giving effect to all changes to such Term Note Principal Balance on or prior to such preceding Business Day times (z) a fraction, the numerator of which is one (1) and the denominator of which is 12.

“Monthly Interest Amount (Post-ERD)”: With respect to the Term Notes and each related Accrual Period, (i) during the occurrence and continuance of an Early Amortization Event and (ii) on or after an Expected Repayment Date (in the event that no Event of Default has occurred and shall be continuing), as applicable, an amount equal to (x) the Term Note Post-ERD Additional Rate for the Term Notes times (y) the Term Note Principal Balance as of the preceding Business Day after giving effect to all changes to the Term Note Principal Balance on or prior to such preceding Business Day times (z) a fraction, the numerator of which is one (1) and the denominator of which is 12.

“Monthly Payment”: As such term (or term of substantially similar import howsoever denominated

or defined) is defined in the Servicing Contracts.

“Monthly Servicer Report”: As defined in Section 6.02(a).

“Moody's”: Moody's Investors Service, Inc., or any successor thereto.

“Mortgage Loans”: As such term (or term of substantially similar import howsoever denominated or defined) is defined in the Servicing Contracts.

“Mortgagor”: As such term (or term of substantially similar import howsoever denominated or defined) is defined in the Servicing Contracts.

“MSR Sellers”: Aurora Bank FSB and Aurora Loan Services LLC

“MSR Transfer Evidence”: With respect to each Servicing Contract, evidence reasonably satisfactory to the Agent that (i) all conditions to transfer servicing with respect thereto to the Seller set forth in such Servicing Contract, if any, have been satisfied and (ii) the mortgage loan servicing rights relating to the Mortgage Loans held by the related Securitization Trust have been properly transferred from the applicable MSR Seller to Seller under the Asset Purchase Agreement, including (A) to the extent set forth on Schedule IX hereto, copies of all acknowledgments and consents from each related Servicing Counterparty and unqualified rating agency confirmations, in each case, to the extent required under such Servicing Contract, (B) to the extent set forth on Schedule IX hereto, copies of each notice, if any, regarding the transfer of servicing from the applicable MSR Seller to Seller required under such Servicing Contract to be delivered to a Servicing Counterparty, and (C) executed copies of the assignment and assumption agreement, bill of sale and any other documentation required under the Asset Purchase Agreement to effect such servicing rights transfer from the applicable MSR Seller to Seller, which provides, among other things, that (1) the MSR Sellers agree to remit to Nationstar, within two (2) Business Days of receipt thereof, any collections and reimbursements of Delinquency Advances and Servicing Advances it receives, without set-off, in accordance with the Asset Purchase Agreement, (2) the MSR Sellers agree to reasonably cooperate with Nationstar to obtain reimbursement of Delinquency Advances and Servicing Advances including, if either of the MSR Sellers, as servicers, or Nationstar, as subservicer, is terminated, by seeking immediate reimbursement therfor from the successor servicer or, failing that, on a first-in-first-out basis, and (3) in the case of any Subserviced Securitization Trusts, the MSR Sellers sell and assign to Nationstar all right to reimbursement for Delinquency Advances and Servicing Advances made by Nationstar, as subservicer and agent of the MSR Sellers, under the Subservicing Agreement to the extent the same shall be deemed to be Receivables of the MSR Sellers.

“Nationstar”: Nationstar Mortgage LLC, a Delaware limited liability company.

“Net Property Value”: With respect an underlying residential property subject to a Mortgage Loan or an REO property, an amount equal to the product of (i) the most recent Reconciled Market Value for such property and (ii) 95%.

“Net Worth”: Means, with respect to any Person, the excess of total assets of such Person, over total liabilities of such Person, adding back accumulated depreciation but excluding the impact of “other comprehensive income”, all as determined in accordance with generally accepted accounting principles.

“Nonrecoverable Advance”: Any Delinquency Advance or Servicing Advance previously made in respect of a Mortgage Loan or REO property that, determined in accordance with the related Servicing Contract, will not be ultimately recoverable from late collections, insurance proceeds, liquidation proceeds or condemnation proceeds on such Mortgage Loan or REO property, or as such term (or term of substantially

similar import howsoever denominated or defined) is defined in the relevant Servicing Contract.

“Note”:  Any of the Issuer's Variable Funding Notes or Term Notes, executed, authenticated and delivered hereunder, and/or any applicable supplement.

“Note Payment Account”: The trust account or accounts created and maintained by the Indenture Trustee pursuant to Section 2.09 which shall be entitled “Wells Fargo Bank, N.A., as Indenture Trustee, in trust for the registered Noteholders of Nationstar Advance Funding Trust 2012-R, Servicer Advance Receivables Backed Notes, Series 2012-R, Note Payment Account” and which must be an Eligible Account.

“Note Principal Balance”: With respect to the Notes, as of any date of determination, the sum of the Variable Funding Note Principal Balance on such date of determination and the Term Note Principal Balance on such date of determination.

“Note Purchase Agreement”: The Note Purchase Agreement, dated as of June 26, 2012, among the Issuer, the Note Purchasers and the Agent.

“Note Purchaser”: The Persons from time to time party to the Note Purchase Agreement as “Purchasers”.

“Note Redemption Amount”: With respect to any Clean-up Call Date or Redemption Date related to a Total Redemption, an amount, without duplication, equal to the sum of (i) the then outstanding Note Principal Balance of the Notes, plus the aggregate accrued but unpaid Variable Funding Note Interest Distributable Amount, Variable Funding Note Additional Interest Distributable Amount, Variable Funding Note Default Interest Distributable Amount, Term Note Interest Distributable Amount, Term Note Additional Interest Distributable Amount and Term Note Default Interest Distributable Amount as of the related Redemption Date or Clean-up Call Date, as applicable, (ii) the aggregate of any accrued but unpaid Variable Funding Note Interest Carryover Shortfall, Variable Funding Note Additional Interest Carryover Shortfall, Variable Funding Note Default Interest Carryover Shortfall, Term Note Interest Carryover Shortfall, Term Note Additional Interest Carryover Shortfall and Term Note Default Interest Carryover Shortfall as of the related Redemption Date or Clean-up Call Date, as applicable and (iii) any fees, indemnities and expenses due and unpaid, including, but not limited to, any accrued and unpaid Unused Line Fees on such Redemption Date or Clean-up Call Date, as applicable.

With respect to any Redemption Date and a Partial Redemption, an amount, without duplication, equal to the sum of (i) the Term Note Collateral Value plus the Variable Funding Note Collateral Value of the Receivables relating to the Securitization Trusts identified on the related Redemption Notice, and (ii) the product of (a) the Applicable Redemption Percentage and (b) the sum of (1) the aggregate accrued but unpaid Variable Funding Note Interest Distributable Amount, Variable Funding Note Additional Interest Distributable Amount, Variable Funding Note Default Interest Distributable Amount, Term Note Interest Distributable Amount, Term Note Additional Interest Distributable Amount and Term Note Default Interest Distributable Amount as of the related Redemption Date, (2) the aggregate of any accrued but unpaid Variable Funding Note Interest Carryover Shortfall, Variable Funding Note Additional Interest Carryover Shortfall, Variable Funding Note Default Interest Carryover Shortfall, Term Note Interest Carryover Shortfall, Term Note Additional Interest Carryover Shortfall and Term Note Default Interest Carryover Shortfall as of the related Redemption Date, and (3) any fees, indemnities and expenses related to such Redemption Date.

“Note Register”: As defined in Section 2.05(a) hereof.

“Noteholder” or “Holder”: With respect to any Note, the Person in whose name such Note is registered

on the Note Register maintained pursuant to Section 2.05 hereof or, for purposes of voting and determinations hereunder, as long as such Note is in global form, a beneficial owner thereof. In the case of any Global Term Notes, all references herein to “Holders” or “Noteholders” shall reflect the rights of the beneficial owners thereof as they may indirectly exercise such rights through the Depository and the Agent Members, except as otherwise specified herein; provided, however, that the parties hereto shall be required to recognize as a “Noteholder” or “Holder” only the Person in whose name a Note is registered in the Note Register as of the related Record Date.

“Officer's Certificate”: A certificate signed by any Authorized Officer of the Issuer or a Responsible Officer of the Indenture Trustee, as the case may be, or, with respect to Sections 2.01, 3.01, 5.01, 5.03, 9.08, 9.09 and 11.02, a Responsible Officer of the Administrator.

“Opinion of Counsel”: A written opinion of counsel, who shall be selected by the Person required to provide such Opinion of Counsel (and reasonably acceptable to the Indenture Trustee). The cost of obtaining such opinion shall be borne by the Person required to provide such Opinion of Counsel.

“Option Notice”: As defined in Section 2.19 hereof.

“Option Purchase Date”: As defined in Section 2.19 hereof.

“OTS”: Office of Thrift Supervision or any successor thereto.

“Outstanding”: When used with respect to Notes, means, as of any date of determination, any Note theretofore authenticated and delivered under this Indenture, except:

(i)Notes theretofore canceled by the Note Registrar or delivered to the Note Registrar for cancellation (other than any Note as to which any amount that has become due and payable in respect thereof has not been paid in full); and

(ii)Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Note Registrar proof satisfactory to it that such Notes are held by a bona fide purchaser in whose hands such Notes are valid obligations of the Issuer;

provided, however, that in determining whether the Holders of the requisite aggregate Note Principal Balance of Outstanding Notes have given any request, demand, authorization, vote, direction, notice, consent or waiver hereunder, Notes owned by an Interested Person shall be disregarded and deemed not to be Outstanding (unless any such Person or Persons owns all the Notes), except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which the Note Registrar knows to be so owned shall be so disregarded. Notes owned by an Interested Person which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Note Registrar in its sole discretion the pledgee's right to act with respect to such Notes and that the pledgee is not an Interested Person.

“Ownership Interest”: As to any Note, any ownership or security interest in such Note as held by the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.

“Owner Trustee”: Wilmington Trust, National Association and its successors and assigns, acting not in its individual capacity, but solely as owner trustee under the Trust Agreement.

“Partial Redemption”: As defined in Section 2.16(a).

“Payment Date”: The 25^th day of each calendar month, or, if such 25^th day is not a Business Day, the preceding Business Day, commencing in July 2012, or, with respect to a Total Redemption or a Clean-up Call Option, the applicable Redemption Date or the Clean-up Call Date, as applicable.

“Payment Date Report”: As defined in Section 6.02(b).

“Percentage Interest”: With respect to any Note and as of any date of determination, the percentage equal to a fraction, the numerator of which is the principal balance of such Note as of such date of determination and the denominator of which is the Note Principal Balance.

“Permitted Investments”: Any one or more of the following obligations and securities:

(i) direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States Treasury or units of money market funds which invest solely in direct obligations of and repurchase agreements backed by direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States Treasury; provided, however; any such repurchase agreement backed by direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States Treasury shall not have a stated maturity greater than 30 days;

(ii)repurchase agreements on obligations specified in clause (i) maturing not more than thirty days from the date of acquisition thereof; provided,that the short-term unsecured debt obligations of the party agreeing to repurchase such obligations are at the time rated by each of Moody's and S&P in the following rating categories for unsecured short-term debt: “A-1+” or “A-1” for S&P and “P-1” for Moody's;

(iii)certificates of deposit, time deposits and bankers' acceptances of any U.S. depository institution or trust company incorporated under the laws of the United States or any state thereof and subject to supervision and examination by a federal and/or state banking authority of the United States; provided,that at the date of acquisition thereof, such depository institution or trust company is rated by each of Moody's and S&P in the following rating categories for unsecured short-term debt: “A-1+” or “A-1” for S&P and “P-1” for Moody's or, with respect to the Indenture Trustee or any Affiliate thereof, the unsecured short-term debt obligations of the Indenture Trustee or any Affiliate thereof at the date of acquisition thereof satisfy the requirements of an Eligible Account; and

(iv)additional obligations and/or securities which are approved in writing by the Agent in its sole and absolute discretion and which may, at any time after being approved by the Agent, subsequently be determined to be ineligible by the Agent, in its sole and absolute discretion;

provided, that each of the foregoing investments shall mature no later than the Business Day prior to the Payment Date immediately following the date of purchase thereof (other than in the case of the investment of moneys in instruments of which the Indenture Trustee is the obligor, which may mature on the related Payment Date), and shall be required to be held to such maturity; and provided further, that each of the Permitted Investments may be purchased and/or managed by the Indenture Trustee through an Affiliate of the Indenture Trustee.

Permitted Investments are only those which are acquired by the Indenture Trustee in its name and in its capacity as Indenture Trustee, and with respect to which (A) the Indenture Trustee has noted its interest therein on its books and records, and (B) the Indenture Trustee has purchased such investments for value without notice of any adverse claim thereto (and, if such investments are securities or other financial assets or interests therein, within the meaning of Section 8-102 of the UCC, without acting in collusion with a

Securities Intermediary in violating such Securities Intermediary's obligations to entitlement holders in such assets, under Section 8-504 of the UCC, to maintain a sufficient quantity of such assets in favor of such entitlement holders), and (C) either (i) such investments are in the possession of the Indenture Trustee or (ii) such investments, (x) if certificated securities and in bearer form, have been delivered to the Indenture Trustee, or if in registered form, have been delivered to the Indenture Trustee and either registered by the issuer in the name of the Indenture Trustee or endorsed by effective endorsement to the Indenture Trustee or in blank; (y) if uncertificated securities, ownership of such securities has been registered in the name of the Indenture Trustee on the books of the issuer thereof (or another person, other than a Securities Intermediary, either has become the registered owner of the uncertificated security on behalf of the Indenture Trustee or, having previously become the registered owner, acknowledges that it holds for the Indenture Trustee); or (z) if securities entitlements representing interests in securities or other financial assets (or interests therein) held by a Securities Intermediary, a Securities Intermediary indicates by book entry that a security or other financial asset has been credited to the Indenture Trustee's Securities Account with such Securities Intermediary. No instrument described hereunder may be purchased at a price greater than par, if such instrument may be prepaid or called at a price less than its purchase price prior to its stated maturity.

________________________________

*** 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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“Permitted Lien”: Any of the following: (i) Liens for taxes, assessments or similar charges, incurred in the ordinary course of business and which are not yet due or as to which the period of grace (not to exceed thirty (30) days), if any, related thereto has not expired or which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP; (ii) judgment Liens in respect of judgments against Nationstar that have been stayed pending appeal; and (iii) any Liens arising pursuant to the terms and provisions of the Transaction Documents.

“Person”: Any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, or any federal, state, county or municipal government or any political subdivision thereof.

“Plan”: As defined in Section 2.05(c) hereof.

“Pool Factor” means, on any date of determination, the outstanding unpaid principal balance of Mortgage Loans serviced or subserviced by the Servicer in a Securitization Trust divided by the original unpaid principal balance of such Mortgage Loans serviced by the Servicer, expressed as a percentage.

“Pool-Level Advance”: Any Delinquency Advance relating to a Securitization Trust listed on Schedule II hereto.

“Pool‑Level BPO Ratio”: With respect to any Mortgage Loan (other than a second lien Mortgage Loan) serviced by the Servicer under a Securitization Trust listed on Schedule II hereto which is ninety (90) days or more Delinquent, a ratio, the numerator of which is the Net Property Value of the property related to such Mortgage Loan, as set forth in the most recent Brokers Price Opinion, and the denominator of which is the aggregate Receivables Balance related to Servicing Advances and Legacy Deferred Servicing Fees for such Mortgage Loan. With respect to any second lien Mortgage Loan serviced under a Securitization Trust

listed on Schedule II hereto which is ninety (90) days or more Delinquent, a ratio, the numerator of which is the difference between (i) the Net Property Value of the property related to such Mortgage Loan, as set forth in the most recent Brokers Price Opinion, and (ii) any unpaid loan balances senior to such second lien Mortgage Loan, and the denominator of which is the aggregate Receivables Balance of all Receivables relating to Servicing Advances and Legacy Deferred Servicing Fees made in respect of such Mortgage Loan.

“Pool-Level BPO Ratio Advance Floor”: A ratio equal to [***].

“Post-ERD Additional Rate”: the Variable Funding Note Post-ERD Additional Rate or the Term Note Post-ERD Additional Rate, as applicable.

“Preliminary Funding Date Report”: As defined in Section 6.02(c).

“Preliminary Payment Date Report”: As defined in Section 6.02(b).

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“Principal Balance”: As such term (or term of substantially similar import howsoever denominated) is defined in the Servicing Contracts.

“Proceeding”: Any suit in equity, action at law or other judicial or administrative proceeding.

“P&I Borrowing Base Amount”:  With respect to any Eligible Receivable relating to a Delinquency Advance, an amount equal to the difference between (a) the related Receivables Balance and (b) the sum of Amounts Held for Future Distribution borrowed by the Servicer with respect to such Delinquency Advance and not reimbursed to the related Securitization Trust. With respect to any Receivable that is not an Eligible Receivable, the P&I Borrowing Base Amount shall be $0.00.

“Purchaser”: Collectively, the Committed Purchasers, the Conduit Purchasers, their respective successors and permitted assigns and any other Variable Funding Noteholder hereunder.

“QIB”: A “qualified institutional buyer” as defined in Rule 144A under the 1933 Act.

“Rating Agency”: S&P, Moody's, and Fitch or their respective successors in interest. If such rating agency or any related successor does not remain in existence, “Rating Agency” shall be deemed to refer to such other nationally recognized statistical rating organization or other comparable Person designated by the Issuer, and specific S&P ratings referenced herein shall be deemed to refer to the equivalent ratings of the party so designated. References herein to “applicable rating category” (other than any such references to “highest applicable rating category”) shall be deemed to refer to such applicable rating category of S&P without regard to any plus or minus or other comparable rating qualification.

“Receivable”: The right to reimbursement from a Securitization Trust for a Delinquency Advance or Servicing Advance not theretofore reimbursed, the right to payment from a Securitization Trust for Legacy Deferred Servicing Fee not theretofore paid and all rights of the Servicer, as applicable, to enforce payment

of such obligations under the related Servicing Contract. Unless the context indicates otherwise, any reference to “reimbursement” of a Legacy Deferred Servicing Fee will be construed to mean payment of any Legacy Deferred Servicing Fee.

“Receivable File”: With respect to each Receivable, collectively, the following documents:

(i)a copy of the related Servicing Contract and each amendment and modification thereto (unless previously provided in another Receivable File);

(ii)a copy of the electronic file setting forth the Monthly Servicer Reports listing the current Receivables Balance Granted to the Indenture Trustee to comprise part of the Trust Estate; and

(iii)a copy of the electronic file containing the related Funding Date Report.

“Receivables Balance”: As of any date of determination and with respect to a Receivable, the outstanding unreimbursed amount of such Receivable. For purposes of determining the Aggregate Collateral Value (or any component thereof), a Receivable shall be deemed unreimbursed until the cash reimbursement thereof is deposited into the Reimbursement Account.

“Receivables Purchase Agreement”: The Receivables Purchase Agreement, dated of June 26, 2012 among the Seller, the Depositor and the Issuer.

“Reconciled Market Value”: With respect to any date of determination and an underlying residential property subject to a Mortgage Loan or an REO property, the value of such property as reflected on the Servicer's system of record.

“Record Date”: (i) With respect to any Payment Date and any Variable Funding Note or Certificated Term Note, the last Business Day of the month immediately preceding the month in which such Payment Date occurs and (ii) with respect to any Payment Date and any Global Term Note, the Business Day immediately preceding the Payment Date.

“Redemption Date”: The date specified in the Redemption Notice as of which all of the outstanding Note Principal Balance is redeemed in accordance with Section 2.16 of the Indenture.

“Redemption Option”: The right of the Issuer to redeem the Notes in accordance with Section 2.16 of the Indenture.

“Reimbursement Account”: The account or accounts created and maintained pursuant to Section 2.09, which shall be entitled “Wells Fargo Bank, N.A., as Indenture Trustee, in trust for registered Holders of Nationstar Advance Funding Trust 2012-R, Servicer Advance Receivables Backed Notes, Series 2012-R, Reimbursement Account” and which must be an Eligible Account.

“Related Servicing Contract”: With respect to any Subserviced Securitization Trust, the pooling and servicing agreement, securitization servicing agreement, sale and servicing agreement, servicing agreement, transfer and servicing agreement, subservicing agreement, trust agreement, indenture and other agreement (howsoever denominated or defined) pursuant to which the related MSR Seller, as servicer, is servicing Mortgage Loans for and on behalf of such Subserviced Securitization Trust.

“Repurchase Price”: As defined in Section 6.02 of the Receivables Purchase Agreement.________________________________

*** 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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“Required Noteholders”: Noteholders with 66 2/3% or more in aggregate of the sum of Commitments set forth in the Note Purchase Agreement (in the case of the Variable Funding Notes) plus the Term Note Principal Balance.

“Required Reserve Amount”: On any date of determination, an amount equal to the greater of (i) [***]% of the Note Principal Balance (after giving effect to all payments of principal in respect of the Notes on such date or, if such date is not a Payment Date, on the immediately preceding Payment Date and Funding Dates) and (ii) the product of (a) the Interest and Expenses Coverage Amount and (b) six (6).

“Reserve Account”: The segregated account or accounts, each of which shall be an Eligible Account, established and maintained pursuant to Section 2.09 and entitled, “Wells Fargo Bank, N.A., as Indenture Trustee in trust for the Noteholders of the Nationstar Advance Funding Trust 2012-R, Servicer Advance Receivables Backed Notes, Series 2012-R, Reserve Account.”

“Reserve Fund Reimbursement Amount”: With respect to any Payment Date as set forth in Section 2.15, the excess of the Required Reserve Amount over the amount then on deposit in the Reserve Account.

“Responsible Officer”: With respect to the Indenture Trustee, any officer of the Indenture Trustee assigned to its corporate trust services group, including any vice president, assistant vice president, assistant treasurer or trust officer customarily performing functions with respect to corporate trust matters and, with respect to a particular corporate trust matter under this Indenture, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject, in each case, having direct responsibility for the administration of this Indenture.

“Rolling Three Month Reimbursement Percentage”: With respect to any date of determination, the percentage equivalent of a fraction, (i) the numerator of which is the aggregate Advance Reimbursement Amounts deposited to the Reimbursement Account during the prior three related Collection Periods related solely to the Servicing Advances, Legacy Deferred Servicing Fees and Loan-Level Delinquency Advances referenced in clause (ii) below and (ii) the denominator for which is the aggregate Receivables Balance with respect to Servicing Advances, Legacy Deferred Servicing Fees and Loan-Level Delinquency Advances outstanding as of the beginning of the first Collection Period specified in clause (i) above.

“Rule 144A”: Rule 144A under the 1933 Act.

“S&P”: Standard & Poor's Rating Services, a Division of Standard & Poor's Financial Services LLC business.

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“Schedule of Additional Receivables”: An electronic file, maintained by the Indenture Trustee, listing by loan number and indicating the amount of advance, applicable Securitization Trust and Advance Category, all the Additional Receivables sold and/or contributed to the Issuer under the Receivables Purchase Agreement and Granted to the Indenture Trustee since the most recent previously delivered such schedule, as set forth on Schedule V hereto, as updated from time to time to list Additional Receivables Granted to the Indenture Trustee and deducting any amounts paid against the Receivables as of such date.

“Schedule of Initial Receivables”: An electronic file listing by loan number, amount of advance, applicable Securitization Trust and Advance Category, all the Initial Receivables sold and/or contributed to the Issuer under the Receivables Purchase Agreement and Granted to the Indenture Trustee on the Initial Funding Date, as set forth on Schedule IV hereto.

“Secured Parties”: The Noteholders, the Agent, the Indemnified Parties and the Indenture Trustee.

“Securities Intermediary”: Shall have the meaning given such term in Section 8-102(a)(14) of the UCC, and where appropriate, shall have the meaning set forth in Section 2.17(a) hereof.

“Securitization Trust”: Each (i) real estate mortgage investment conduit within the meaning of Section 860A-860G of the Code or other mortgage-backed securities issuance or (ii) trust or other arrangement in which the Mortgage Loans being serviced or subserviced by the Servicer pursuant to a Servicing Contract are held in whole loan form by an owner thereof, in each case as set forth on Schedule I through Schedule III hereto, as such schedules may be amended from time to time, and collectively referred to herein as the “Securitization Trusts.”

“Securitization Trustee”: Each trustee appointed under a Servicing Contract in connection with a Securitization Trust.

“Security Entitlement”: As defined in Section 8-102(a)(17) of the UCC.

“Seller”: Nationstar.

“Servicer”: Nationstar, in its capacity as successor servicer to the applicable MSR Seller or master servicer or subservicer of the Mortgage Loans in the related the Securitization Trust pursuant to the related Servicing Contract and any successor servicer appointed thereunder.

“Servicing Advances”: As such term (or term of substantially similar import howsoever denominated or defined) is defined in the relevant Servicing Contracts (including but not limited to Corporate Advances and Escrow Advances) and are reported by the Servicer in the Monthly Servicer Report under the advance type headings “Servicing Advance”, “Corporate Advance”, “Escrow Advance” or a similar heading.

“Servicing Compensation”: Servicing Fees, late payment charges, assumption fees, insufficient funds charges and ancillary income (other than prepayment charges) related to the Mortgage Loans payable to the Servicer under the related Servicing Contract.

“Servicing Contract”: Each pooling and servicing agreement, securitization servicing agreement, sale and servicing agreement, servicing agreement, transfer and servicing agreement, subservicing agreement (including, but not limited to, the Subservicing Agreement), trust agreement, indenture and other agreement (howsoever denominated or defined) pursuant to which the Servicer is servicing Mortgage Loans for and on behalf of a Securitization Trust (including, but not limited to, any Subserviced Securitization Trust), each as may be amended, modified or supplemented from time to time, and collectively referred to herein as the “Servicing Contract”; provided, however, that, except in determining whether there has occurred an Early Amortization Event, if a Receivable is an Eligible Receivable or if such Servicing Contract is an Eligible Servicing Contract, with respect to each Subserviced Securitization Trust, as the context requires, the term “Servicing Contract” shall be deemed to include both the Related Servicing Contract and the related the Subservicing Agreement, as applicable.

“Servicing Counterparties”: Any of the related issuing entities, Mortgage Loan owners or other parties to any Servicing Contract in respect of any Securitization Transaction.

“Servicing Fee”: As such term (or term of substantially similar import howsoever denominated or defined) is defined in the Servicing Contracts.

“Servicing Standards”: As defined in Section 9.04 of the Receivables Purchase Agreement.

“Stated Maturity”: With respect to the Notes, the first Payment Date following the date that is twenty-four (24) months following the termination of the Funding Period, as of which date the principal of and accrued but unpaid interest on the Notes shall become due and payable as herein provided.

“Subservicing Agreement”: With respect to the Subserviced Securitization Trusts, either subservicing agreement between the MSR Sellers and the Servicer which provides, among other things, that: (i) each such applicable Subserviced Securitization Trust is included on the applicable schedule as subject to the terms and provisions of such Subservicing Agreement; (ii) Nationstar, as subservicer, shall be required to make both Delinquency Advances and Servicing Advances; (iii) Nationstar, as subservicer, shall be entitled to reimburse itself for Delinquency Advances and Servicing Advances from all permitted sources under the Related Servicing Contract, including general collections; (iv) the MSR Sellers agree to remit to Nationstar, within two (2) Business Days of receipt thereof, any collections and reimbursements of Delinquency Advances and Servicing Advances it receives, without set-off; (v) the MSR Sellers agree to reasonably cooperate with Nationstar to obtain reimbursement of Delinquency Advances and Servicing Advances including, if either of the MSR Sellers, as servicers, or Nationstar, as subservicer, is terminated, by seeking immediate reimbursement therefor from the successor servicer or, failing that, on a first-in-first-out basis; (vi) the MSR Sellers sell and assign to Nationstar all right to reimbursement for Delinquency Advances and Servicing Advances made by Nationstar, as subservicer and agent of the MSR Sellers, to the extent the same shall be deemed to be Receivables of the MSR Sellers; and (vi) the MSR Sellers may only terminate Nationstar for cause after a reasonable cure period and may not terminate Nationstar without cause.

“Subserviced Securitization Trust Schedule”: The list of Subserviced Securitization Trusts attached hereto as Schedule VII or, after any revision to such schedule, the schedule maintained by the Indenture Trustee pursuant to Section 7.04 hereof.

“Subserviced Securitization Trusts”: The Securitization Trusts, with respect to which the Servicer is acting as subservicer pursuant to the Subservicing Agreement and that are listed on the Subserviced Securitization Trust Schedule, as such schedule may be amended, modified or supplemented from time to time in accordance with this Indenture.

“Successor Person”: As defined in Section 9.09(a)(i) herein.

“Tangible Net Worth”: With respect to the Seller, an amount equal to (A) its Net Worth, minus (B) any of its Intangible Assets (including, without limitation, goodwill, capitalized financing costs and capitalized administration costs, but excluding any originated or purchased servicing rights or retained residual securities) and any and all advances to, investments in and receivables held from Affiliates, provided, however, that the non-cash effect (gain or loss) of 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.

“Tax Opinion”: An opinion of Independent counsel to the effect that (A) if any Notes are being issued or are deemed to be issued on the date of such Tax Opinion and such Notes are considered to be both issued and outstanding for U.S. federal income tax purposes, (i) the Issuer will not be subject to tax on its net income as (x) an association taxable as a corporation, (y) a publicly traded partnership taxable as a corporation or (z) a taxable mortgage pool taxable as a corporation, each for U.S. federal income tax purposes and (ii) the Notes being issued or deemed to be issued on such date that are considered to be both issued and outstanding for U.S. federal income tax purposes will be treated as debt for U.S. federal income tax purposes or (B) in all other cases, the Issuer will not become subject to U.S. federal income taxation on its net income.

“Term Note”:  The Issuer's Advance Receivables Backed Term Notes, Series 2012-R, executed, authenticated and delivered hereunder. As of the date hereof, no Terms Notes have been issued and are Outstanding.

“Term Note Additional Interest Carryover Shortfall”: With respect to any Payment Date and the Term Notes, the excess of (i) the sum of (a) the Term Note Additional Interest Distributable Amount for the Term Notes for such Payment Date and (b) without duplication, any unpaid Term Note Additional Interest Carryover Shortfall for the Term Notes for any preceding Payment Date plus interest thereon accrued with respect to each Accrual Period since such preceding Payment Date to the current Payment Date at a rate equal to the Term Note Fixed Rate for the Term Notes plus the Term Note Post-ERD Additional Rate for the Term Notes over (ii) the amount of such interest described in clause (i) above, if any, actually paid to the Term Noteholders on such Payment Date pursuant to this Indenture.

“Term Note Additional Interest Distributable Amount”: With respect to any Payment Date, the related Accrual Period and the Term Notes, an amount equal to the sum of the Monthly Interest Amounts (Post-ERD) for the Term Notes for all days in the related Accrual Period.

“Term Note Default Additional Rate”: With respect to the Term Notes and each day during the occurrence and continuance of an Event of Default, the per annum rate agreed upon the related issuance date of such Term Notes.

“Term Note Default Interest Carryover Shortfall”: With respect to any Payment Date and the Term Notes, the excess of (i) the sum of (a) the Term Note Default Interest Distributable Amount for the Term Notes for such Payment Date and (b) without duplication, any applicable unpaid Term Note Default Interest Carryover Shortfall for the Term Notes for any preceding Payment Date plus interest thereon accrued with respect to each Accrual Period since such preceding Payment Date to the current Payment Date at a rate equal to the Term Note Interest Rate for the Term Notes plus the Term Note Default Additional Rate for the Term Notes over (ii) the amount of such interest described in clause (i) above, if any, actually paid to the Term Noteholders on such Payment Date pursuant to pursuant to this Indenture.

“Term Note Default Interest Distributable Amount”: With respect to any Payment Date, the related Accrual Period and the Term Notes, an amount equal to the sum of the Monthly Interest Amounts (Post-EOD) for the Term Notes for all days in the related Accrual Period.

“Term Note Interest Rate”: With respect to the Term Notes, the per annum rate agreed to upon the related date of issuance of such Term Notes.

“Term Note Initial Principal Balance”:  With respect to the Term Notes, the dollar value agreed to upon the date of issuance of such Term Notes.

“Term Note Interest Carryover Shortfall”: With respect to any Payment Date and the Term Notes, the excess of (i) the sum of (a) the Term Note Interest Distributable Amount for the Term Notes for such Payment Date and (b) without duplication, any unpaid Term Note Interest Carryover Shortfall for the Term Notes for any preceding Payment Date plus interest thereon accrued with respect to each Accrual Period since such preceding Payment Date to the current Payment Date at a rate equal to the sum of the Term Note Interest Rate for the Term Notes plus the Term Note Default Additional Rate for the Term Notes over (ii) the amount of such interest described in clause (i) above, if any, actually paid to the Term Noteholders on such Payment Date pursuant to pursuant to this Indenture.

“Term Note Interest Distributable Amount”: With respect to any Payment Date, the related Accrual Period and the Term Notes, an amount equal to the sum of the Monthly Interest Amounts for the Term Notes for all days in the related Accrual Period.

“Term Note Principal Balance”:  As of any date of determination, the Term Note Initial Principal Balance of the Term Notes less all amounts previously distributed in respect of principal of the Term Notes on or prior to such date.

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“Term Note Post-ERD Additional Rate”: With respect to the Term Notes, the per annum rates agreed to upon the related date of issuance of such Term Notes.

“Term Noteholder”: The Person in whose names a Term Note is registered on the Note Register maintained pursuant to Section 2.05 hereof.

“Total Redemption”: As defined in Section 2.16(a).

“Transaction Documents”: This Indenture, the Receivables Purchase Agreement, the Note Purchase Agreement, the Trust Agreement, the Verification Agent Letter, the Notes, the Administration Agreement, any Hedge Agreements and any other instrument, certificate or agreement relating to the transactions contemplated hereunder or thereunder, but not including the Servicing Contracts.

“Treasury Regulations”: Temporary, final or proposed regulations (to the extent that by reason of their proposed effective date such proposed regulations would apply to the Issuer) of the United States Department of the Treasury.

“Trust Agreement”: The Amended and Restated Trust Agreement, dated June 26, 2012, by and among the Administrator, the Depositor and the Owner Trustee.

“Trust Certificate”: As defined in the Trust Agreement.

“Trust Estate”: As defined in the Granting Clause.

“Trustee Report”: As defined in Section 6.01(a) herein.

“UCC”: The Uniform Commercial Code as in effect in any applicable jurisdiction.

“UCC Financing Statement”: A financing statement executed and in form sufficient for filing pursuant to the UCC, as in effect in the relevant jurisdiction.

“Unused Line Fee”: A daily amount, with respect to each Class of Variable Funding Notes, equal to the product of (a) Unused Line Fee Differential Amount in respect of such Class, and (b) the applicable Unused Line Fee Percentage in respect of each applicable portion of the Unused Line Fee Differential Amount.

________________________________

*** 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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“Unused Line Fee Differential Amount”: On any date, starting on the Initial Funding Date, during the Funding Period, the excess of the applicable Variable Funding Note Maximum Balance in respect of such Class over the outstanding applicable Variable Funding Note Principal Balance of such Class calculated as of the preceding Business Day.

“Unused Line Fee Percentage”: With respect to each Class of Variable Funding Notes, on any day: (i) first, with respect to any Unused Line Fee Differential Amount on such day (up to an amount equal to the product of [***]% and the applicable Variable Funding Note Maximum Balance), [***]%, (ii) then, with respect to any further Unused Line Fee Differential Amount in respect of such day over the outstanding amount in clause (i) (up to an amount equal to the product of [***]% and the applicable Variable Funding Note Maximum Balance), [***]%, (iii) then, with respect to any further Unused Line Fee Differential Amount in respect of such day over the aggregate amount set forth in clauses (i) and (ii) (up to an amount equal to the product of [***]% and the applicable Variable Funding Note Maximum Balance), [***]%, and (iv) with respect to any further Unused Line Fee Differential Amount in respect of such day over the aggregate amount set forth in clauses (i), (ii) and (iii) (up to an amount equal to the product of [***]% and the applicable Variable Funding Note Maximum Balance), [***]%.

“Variable Funding Note”:  The Issuer's Advance Receivables Backed Variable Funding Notes, Series 2012-R executed, authenticated and delivered hereunder. 

“Variable Funding Note Additional Interest Carryover Shortfall”: With respect to any Payment Date and the Variable Funding Notes, the excess of (i) the sum of (a) the Variable Funding Note Additional Interest Distributable Amount for such Payment Date and (b) without duplication, any unpaid Variable Funding Note Additional Interest Carryover Shortfall for any preceding Payment Date plus interest thereon accrued with respect to each Accrual Period since such preceding Payment Date to the current Payment Date at a rate equal to the sum of the Variable Funding Note Floating Rate plus the Variable Funding Note Post-ERD Additional Percentage over (ii) the amount of such interest described in clause (i) above, if any, actually paid to the Variable Funding Noteholders on such Payment Date pursuant to Section 2.10(c)(ix)(F).

“Variable Funding Note Additional Interest Distributable Amount”: (i) With respect to Class A Notes,

the Class A VFN Additional Interest Distributable Amount, (ii) with respect to Class B Notes, the Class B VFN Additional Interest Distributable Amount, (iii) with respect to Class C Notes, the Class C VFN Additional Interest Distributable Amount, and (iv) with respect to Class D Notes, the Class D VFN Additional Interest Distributable Amount, as applicable.

“Variable Funding Note Default Additional Rate”: (i) With respect to Class A Notes, the Class A VFN Default Additional Rate, (ii) with respect to Class B Notes, the Class B VFN Default Additional Rate, (iii) with respect to Class C Notes, the Class C VFN Default Additional Rate, and (iv) with respect to Class D Notes, the Class D VFN Default Additional Rate, as applicable.

“Variable Funding Note Default Interest Carryover Shortfall”: With respect to any Payment Date and the Variable Funding Notes, the excess of (i) the sum of (a) the Variable Funding Note Default Interest Distributable Amount for such Payment Date and (b) without duplication, any unpaid Variable Funding Note Default Interest Carryover Shortfall for any preceding Payment Date plus interest thereon accrued with respect to each Accrual Period since such preceding Payment Date to the current Payment Date at a rate equal to the sum of the Variable Funding Note Floating Rate plus the Variable Funding Note Default Additional Rate over (ii) the amount of such interest described in clause (i) above, if any, actually paid to the Variable Funding Noteholders on such Payment Date pursuant to pursuant to Section 2.10(c)(ix)(F).

“Variable Funding Note Default Interest Distributable Amount”: (i) With respect to the Class A Notes, the Class A VFN Default Interest Distributable Amount , (ii) with respect to the Class B Notes, the Class B VFN Default Interest Distributable Amount , (iii) with respect to the Class C Notes, the Class C VFN Default Interest Distributable Amount and (iv) respect to the Class D Notes, the Class D VFN Default Interest Distributable Amount .

“Variable Funding Note Floating Rate”: (i) With respect to Class A Notes, the Class A VFN Floating Rate, (ii) with respect to Class B Notes, the Class B VFN Floating Rate, (iii) with respect to Class C Notes, the Class C VFN Floating Rate, and (iv) with respect to Class D Notes, the Class D VFN Floating Rate, as applicable.

“Variable Funding Note Interest Carryover Shortfall”: With respect to any Payment Date and the Variable Funding Notes, the excess of (i) the sum of (a) the Variable Funding Note Interest Distributable Amount for such Payment Date and (b) without duplication, any unpaid Variable Funding Note Interest Carryover Shortfall for any preceding Payment Date plus interest thereon accrued with respect to each Accrual Period since such preceding Payment Date to the current Payment Date at a rate equal to the sum of the Variable Funding Note Floating Rate plus the Variable Funding Note Default Additional Rate over (ii) the amount of such interest described in clause (i) above, if any, actually paid to the Variable Funding Noteholders on such Payment Date pursuant to pursuant to Section 2.10(c)(v).

“Variable Funding Note Interest Distributable Amount”: With respect to any Payment Date, the related Accrual Period and the Variable Funding Notes, an amount equal to the sum of the Daily Interest Amounts for the Variable Funding Notes and all days in the related Accrual Period.

“Variable Funding Note Margin Rate”: (i) With respect to the Class A Notes, a per annum rate equal to [***]%; (ii) with respect to the Class B Notes, a per annum rate equal to [***]%; (iii) with respect to the Class C Notes, a per annum rate equal to [***]% and (iv) with respect to the Class D Notes, a per annum rate equal to [***]%.

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“Variable Funding Note Maximum Balance”: (i) With respect to the Class A Notes, $268,817,172, (ii) with respect to the Class B Notes, $32,256,610, (iii) with respect to the Class C Notes, $28,663,160 and (iv) with respect to the Class D Notes, $20,263,058, in each case, as reduced from time to time in accordance with the Note Purchase Agreement.

“Variable Funding Post-ERD Additional Fee Percentage”: (i) With respect to Class A Notes, the Class A VFN Post-ERD Additional Fee Percentage, (ii) with respect to Class B Notes, the Class B VFN Post-ERD Additional Fee Percentage, (iii) with respect to Class C Notes, the Class C VFN Post-ERD Additional Fee Percentage, and (iv) with respect to Class D Notes, the Class D VFN Post-ERD Additional Fee Percentage, as applicable.

“Variable Funding Note Principal Balance”:  With respect to the Variable Funding Notes, as of any date of determination, (A) the sum of (i) the balance of the Variable Funding Note as of the Closing Date and (ii) all Additional Note Balances purchased on or prior to such date pursuant to the Note Purchase Agreement minus (B) all amounts previously distributed in respect of principal of the Variable Funding Notes on or prior to such date.

“Variable Funding Noteholder”: The Person in whose name any Variable Funding Note is registered on the Note Register maintained pursuant to Section 2.05 hereof.

“Verification Agent”: American Mortgage Consultants, Inc., or another verification agent selected by the Seller and consented to in writing by the Agent (such consent not to be unreasonably withheld), or its successor as verification agent in respect of the Aggregate Receivables under the Verification Agent Letter.

“Verification Agent Fee”: The amount payable to the Verification Agent for its services under the Verification Agent Letter.

“Verification Agent Letter”: The letter agreement, dated as of June 26, 2012, among the Seller, the Agent and the Verification Agent, regarding the scope of services, as the same relate to the services to be provided pursuant to Exhibit 1 thereto, to be provided by the Verification Agent in respect of the Aggregate Receivables, and any other agreement with the Verification Agent approved by the Seller, the Issuer and the Noteholders.

“Weighted Average Months to Liquidation”:  As of any date of determination, with respect to all Servicing Advances and Loan-Level Delinquency Advances outstanding as of the end of the preceding Collection Period and the Receivables of which were owned by the Issuer and repaid in full during the preceding six Collection Periods, the six month rolling average of the number of Collection Periods (expressed in months and weighted by the aggregate Receivables Balance of all Receivables with respect to such Servicing Advances and Loan-Level Delinquency Advances sold by the Seller) from the respective dates such Servicing Advances and Delinquency Advances arose to the dates that such Receivables were repaid in full, whether as the result of liquidation or otherwise.

“Weighted Average Months DSF Outstanding”:  As of any date of determination, with respect to all Legacy Deferred Servicing Fees outstanding as of the end of the preceding Collection Period and the Receivables of which are owned by the Issuer which constituted all outstanding and unreimbursed Eligible Receivables, calculated as of the end of the preceding Collection Period, the period (expressed in months and weighted by the aggregate Receivables Balance of all Receivables with respect to such Legacy Deferred Servicing Fees sold by the Seller) from the Initial Funding Date to the end of the preceding Collection Period.

“Weighted Average Months Outstanding”:  As of any date of determination, with respect to all Servicing Advances and Loan-Level Delinquency Advances outstanding as of the end of the preceding Collection Period and the Receivables of which are owned by the Issuer which constituted all outstanding and unreimbursed Eligible Receivables, calculated as of the end of the preceding Collection Period, the period (expressed in months and weighted by the aggregate Receivables Balance of all Receivables with respect to such Servicing Advances and Loan-Level Delinquency Advances sold by the Seller) from the respective dates such Servicing Advances and Loan-Level Delinquency Advances arose to the end of the preceding Collection Period.

Section 1.02.    Rules of Construction.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1)the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2)all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States;

(3)the word “including” shall be construed to be followed by the words “without limitation”;

(4)article and section headings are for the convenience of the reader and shall not be considered in interpreting this Indenture or the intent of the parties hereto;

(5)the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular article, section or other subdivision;

(6)the pronouns used herein are used in the masculine and neuter genders but shall be construed as feminine, masculine or neuter, as the context requires;

(7)any reference to “Mortgage Loan” or “Current-Paying Mortgage Loan”, or any similar reference to a mortgage loan owned by a Securitization Trust, in this Indenture and any other Transaction Document, shall only mean any such mortgage loan serviced or subserviced by the Servicer under the related Servicing Contract; and

(8)any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, restated, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns.

ARTICLE II THE NOTES

THE NOTES

Section 2.01    Forms; Denominations; Conditions Precedent.

(p)The Variable Funding Notes shall be substantially in the form attached hereto as Exhibit A-I and the Term Notes shall be substantially in the form attached hereto as Exhibits A-II-1 and A-II-2; provided, that any of the Notes may be issued with appropriate insertions, omissions, substitutions and variations, and

may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Notes are admitted to trading, or to conform to general usage. Variable Funding Notes shall be issued in the form of certificated notes in definitive, fully registered form without interest coupons in substantially the form attached hereto as Exhibit A , and shall be registered in the name of the beneficial owner or nominee thereof, duly executed by the Issuer and authenticated by the Indenture Trustee as hereinafter provided. Term Notes shall be issued in the form of Global Term Notes in definitive, fully registered form without interest coupons in substantially the form attached hereto as Exhibit A-II-1, which shall be deposited with the Indenture Trustee, as custodian for and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer and authenticated by the Indenture Trustee as hereinafter provided. The Notes will be issuable only in denominations of not less than $100,000 and in integral multiples of $1,000 in excess thereof.

(q)The Notes to be issued under this Indenture may be executed by the Issuer and delivered to the Indenture Trustee for authentication and thereupon the same shall be authenticated and delivered by the Indenture Trustee upon Issuer Request, upon compliance with the terms and provisions of this Indenture and the following: (i) satisfaction of the conditions precedent contained in Section 4.01 of the Note Purchase Agreement as evidenced by an Officer's Certificate by the Issuer; (ii) satisfaction of the conditions precedent contained in Section 3.01 of the Receivables Purchase Agreement as evidenced by an Officer's Certificate by the Issuer; and (iii) with respect to the issuance of the Term Notes, receipt by the Agent of a favorable opinion dated as of the date of issuance of the Term Notes and satisfactory in form and substance to the Agent and the Indenture Trustee, setting forth that the statements made in any applicable term sheet or offering materials related to ERISA considerations, to the extent those statements constitute matters of United States federal or state of New York law or legal conclusions with respect thereto are correct in all material respects with respect to those consequences or matters that are discussed therein. 

(r)This Section 2.01(c) shall apply only to Global Term Notes deposited with or on behalf of the Depository.  The Issuer shall execute and the Indenture Trustee shall, in accordance with Article II of this Indenture, authenticate and deliver initially one or more Global Term Notes that (i) shall be registered in the name of the Depository for such Global Term Note or Global Term Notes or the nominee of such Depository and (ii) shall be delivered by the Indenture Trustee to such Depository or pursuant to such Depository's instructions held by the Indenture Trustee, as custodian for the Depository.  Agent Members shall have no rights under this Indenture with respect to any Global Term Note held on their behalf by the Depository or under the Global Term Note, and the Depository may be treated by the Issuer, the Indenture Trustee, the Note Registrar and any agent of the Issuer, the Indenture Trustee or the Note Registrar as the absolute owner of such Global Term Note for all purposes whatsoever (except to the extent otherwise provided herein). Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Indenture Trustee, the Note Registrar or any agent of the Issuer, the Indenture Trustee or the Note Registrar from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of the Term Notes.  Except as provided in this Section 2.01, owners of beneficial interests in Global Term Notes will not be entitled to receive physical delivery of Certificated Term Notes.

(s)A Global Term Note deposited with the Depository pursuant to this Section 2.01 shall be transferred to the beneficial owners thereof only if such transfer complies with Section 2.05 and the Depository notifies the Issuer that it is unwilling or unable to continue as Depository for such Global Term Note or if at any time such Depository ceases to be a clearing agency and a successor depository is not appointed by the Issuer within ninety (90) days of such notice.  Any Global Term Note that is transferable to the beneficial owners thereof pursuant to this Section 2.01 shall be surrendered by the Depository to the Indenture Trustee's Corporate Trust Office, to be so transferred, in whole or from time to time in part, without charge, and the Indenture Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Term Note, an equal aggregate principal amount of the applicable Term Notes of authorized denominations. Any

portion of a Global Term Note transferred pursuant to this Section 2.01 shall be registered in such names as the Depository shall direct. Subject to the provisions of this Section 2.01, the registered Holder of a Global Term Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Term Notes.  Upon receipt of notice from the Depository of the occurrence of the event specified in the first sentence of this Section 2.01(d), the Issuer shall use its best efforts to make arrangements with the Depository for the exchange of interests in the Global Term Notes for individual Certificated Term Notes, and cause the requested individual Certificated Term Notes to be executed and delivered to the Note Registrar in sufficient quantities and authenticated by or on behalf of the Indenture Trustee for delivery to Noteholders.  Persons exchanging interests in a Global Term Note for individual Certificated Term Notes will be required to provide to the Indenture Trustee and the Note Registrar, through the Depository, (i) written instructions and other information required by the Issuer and the Indenture Trustee to complete, execute and deliver such individual Certificated Term Notes and (ii) such certification as to QIB status pursuant to Rule 144A and Qualified Purchaser status under Section 2(a)(51) of the 1940 Act as the Issuer shall require. In all cases, individual Certificated Term Notes delivered in exchange for any Global Term Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by the Depository.

Section 2.02.    Execution, Authentication, Delivery and Dating.

(t)The Notes shall be executed by manual or facsimile signature on behalf of the Issuer by any Authorized Officer of the Issuer. Notes bearing the manual or facsimile signatures of individuals who were at any time the authorized officers of the Issuer shall be entitled to all benefits under this Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. No Note shall be entitled to any benefit under this Indenture, or be valid for any purpose, however, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. All Notes shall be dated the date of their authentication.

(u)Upon the written request of the Issuer, the Indenture Trustee shall and, at the election of the Indenture Trustee, the Indenture Trustee may appoint one or more agents (each an “Authenticating Agent”) with power to act on its behalf and subject to its direction in the authentication of Notes in connection with the transfers and exchanges under Sections 2.05 and 2.06, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate the Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent shall be deemed to be the authentication of Notes “by the Indenture Trustee.” The Indenture Trustee shall be the initial Authenticating Agent.

Any corporation, bank, trust company or association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation, bank, trust company or association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation, bank, trust company or association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation, bank, trust company or association.

Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Issuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may, or at the direction of the Issuer shall, promptly appoint a successor Authenticating Agent, give written notice of such

appointment to the Issuer and give notice of such appointment to the Noteholders. Upon the resignation or termination of the Authenticating Agent and prior to the appointment of a successor, the Indenture Trustee shall act as Authenticating Agent.

Each Authenticating Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as if it were the Indenture Trustee.

Section 2.03    Acknowledgment of Receipt of the Receivables.

(v)Upon receipt by it of the Receivable Files with respect to the Initial Receivables and all other assets to be delivered to it in accordance with this Indenture and included in the Trust Estate on the Initial Funding Date, the Indenture Trustee shall notify the Issuer and the Noteholders and acknowledge such receipt. In each case, such receipt shall be in good faith and without notice of any adverse claim. The Indenture Trustee declares that it will hold such documents and the other documents received by it that constitute portions of the Receivables Files received after the Initial Funding Date, and that it will hold all assets included in the Trust Estate, on behalf of all present and future Secured Parties.

(w)The Indenture Trustee shall not be under any duty or obligation to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Receivables delivered to it to determine that the same are valid, legal, effective, genuine, enforceable, in recordable form if recordation is required, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face.

The Indenture Trustee shall not assign, sell, dispose of or transfer any interest in the Receivables or any other asset constituting the Trust Estate (except as expressly provided herein) or knowingly permit the Receivables or any other asset constituting the Trust Estate to be subjected to any lien (other than Permitted Liens), claim or encumbrance arising by, through or under the Indenture Trustee or any Person claiming by, through or under the Indenture Trustee.

Section 2.04     The Notes Generally.

(x)The aggregate Note Principal Balance of the Notes that may be authenticated and delivered under this Indenture is limited to the Variable Funding Note Maximum Balance plus the Term Note Initial Principal Balance, as set forth in this Indenture, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05 and 2.06 below.

(y)Each Note of a Class shall rank pari passu with each other Note of such Class and be equally and ratably secured by the Trust Estate. All Notes shall be substantially identical except as otherwise to denominations and as expressly permitted in this Indenture.

(z)This Indenture shall evidence a continuing lien on and security interest in the Trust Estate to secure the full payment of the principal, interest and other amounts on all the Notes, which (except as otherwise expressly provided herein) shall in all respects be equally and ratably secured hereby without preference, priority or distinction on account of the actual time or times of the authentication and delivery of such Notes.

Section 2.05    Registration of Transfer and Exchange of Notes.

(aa)At all times during the term of this Indenture, there shall be maintained at the office of a registrar appointed by the Issuer (the “Note Registrar”) a register (the “Note Register”) in which, subject to such reasonable regulations as the Note Registrar may prescribe, the Note Registrar shall provide for the registration of Notes and of transfers and exchanges of Notes as herein provided. The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. The Indenture Trustee may appoint, by a written instrument delivered to the Issuer, any other bank or trust company to act as Note Registrar under such conditions as the Indenture Trustee may prescribe; provided, that the Indenture Trustee shall not be relieved of any of its duties or responsibilities hereunder as Note Registrar by reason of such appointment. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the

successor indenture trustee shall immediately succeed to its predecessor's duties as Note Registrar. The Issuer and the Noteholders shall have the right to inspect the Note Register or to obtain a copy thereof at all reasonable times upon reasonable prior notice, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register.

(ab)No transfer, sale, pledge or other disposition of any Note or beneficial ownership interest therein shall be made unless the Note Registrar and the Indenture Trustee shall have received (i) other than a participation or a transfer, sale, pledge or other disposition of an interest in the Note to a Support Party (as defined in the Note Purchase Agreement) or to an Affiliate (in each case, without the related Commitment), the prior written consent of the Depositor (which such consent shall not be unreasonably withheld) and (ii) other than a pledge of the type described in Section 9.07(d) of the Note Purchase Agreement, a certificate from the prospective transferee substantially in the form attached as Exhibit B hereto. If a transfer of any Note or any beneficial ownership interest therein is made without (i) other than a participation or a transfer, sale, pledge or other disposition of an interest in the Note to a Support Party (as defined in the Note Purchase Agreement) or to an Affiliate (in each case, without the related Commitment), the receipt by the Note Registrar and the Indenture Trustee of the prior written consent of the Depositor (which such consent shall not be unreasonably withheld) and (ii) other than a pledge of the type described in Section 9.07(d) of the Note Purchase Agreement, a certificate from the prospective transferee substantially in the form attached as Exhibit B hereto, the Note Registrar shall refuse to register such transfer unless it and the Indenture Trustee receive (and upon receipt, may conclusively rely upon) such items. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the 1933 Act or any other securities law.

(ac)By acquiring a Note, each purchaser of a Variable Funding Note or a Certificated Term Note shall and, each purchaser of a Global Term Note will be deemed to, represent, warrant and covenant that either (i) it is not acquiring such Note with the assets of an employee benefit plan or plan subject to Section 406 of ERISA or Section 4975 of the Code (each, a “Plan”) or any other plan subject to a federal, state, local, non-U.S. or other law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, or (ii) the acquisition, holding and disposition of such Notes will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a nonexempt violation of any federal, state, local, non-U.S. or other law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code. Furthermore, by acquiring a Note, the Note Purchasers will be deemed to give the Indenture Trustee on behalf of the Issuer a binding instruction to enter into the Hedge Agreements and the transactions thereunder, and each transferee will, by the acquisition of such Note, be deemed to have given the Indenture Trustee on behalf of the Issuer a binding instruction to enter into transactions pursuant to the Hedge Agreements.

(ad)If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to certify that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in subsections (b) and (c) of this Section 2.05.

(ae)Subject to the preceding provisions of this Section 2.05, upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purpose, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of a like aggregate Note Principal Balance.

(af)At the option of any Noteholder, its Notes may be exchanged for other Notes of authorized denominations of a like aggregate Note Principal Balance, upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes which the Noteholder making the exchange is entitled to receive.

(ag)Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar or the Indenture Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer

in the form satisfactory to the Note Registrar and the Indenture Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing.

(ah)No service charge shall be imposed for any transfer or exchange of Notes or beneficial ownership interest therein, but the Issuer, the Indenture Trustee or the Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes or beneficial ownership interests therein.

(ai)All Notes surrendered for transfer and exchange shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard procedures.

(aj)The Note Registrar shall provide to each of the Issuer and any Noteholder, upon reasonable written request and at the expense of the requesting party, an updated copy of the Note Register.

(ak)Subject to Section 9.07(b) of the Note Purchase Agreement, the Indenture Trustee shall not permit a transfer of any Variable Funding Note unless such transfer, is consented to in writing by the Depositor (which such consent shall not be unreasonably withheld); provided, however, this Section 2.05(k) does not apply to the transfer of a participation interest of a Variable Funding Note or the transfer of all or a portion of a Variable Funding Note that does not include the Commitment of the related Note Purchaser under the Note Purchase Agreement.

Section 2.06    Mutilated, Destroyed, Lost or Stolen Notes.

If any mutilated Note is surrendered to the Note Registrar, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in exchange therefor, a new Note of the same principal amount and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Issuer, the Indenture Trustee and the Note Registrar (i) evidence to their satisfaction of the destruction (including mutilation tantamount to destruction), loss or theft of any Note and the ownership thereof, and (ii) such security or indemnity as may be reasonably required by them to hold each of them, and any agent of any of them harmless, then, in the absence of notice to the Issuer or the Note Registrar that such Note has been acquired by a bona fide purchaser, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a new Note of the same tenor and denomination registered in the same manner, dated the date of its authentication and bearing a number not contemporaneously outstanding.

Upon the issuance of any new Note under this Section 2.06, the Issuer, the Indenture Trustee and the Note Registrar may require the payment by the Noteholder of an amount sufficient to pay or discharge any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Authenticating Agent, the Note Registrar and the Indenture Trustee) in connection therewith.

Every new Note issued pursuant to this Section 2.06 in lieu of any destroyed, mutilated, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, mutilated, lost or stolen Note shall be at any time enforceable by any Person, and such new Note shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section 2.06 are exclusive and shall preclude (to the extent permitted by applicable law) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.07    Noteholder Lists.

The Note Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Variable Funding Noteholders and Term Noteholders, which

list, upon request, will be made available to the Indenture Trustee insofar as the Indenture Trustee is no longer the Note Registrar. Upon written request of any Noteholder at the Noteholder's expense made for purposes of communicating with other Noteholders with respect to their rights under this Indenture, the Note Registrar shall promptly furnish such Noteholder with a list of the other Variable Funding Noteholders and Term Noteholders of record identified in the Note Register at the time of the request. Every Noteholder, by receiving such access, agrees with the Note Registrar that the Note Registrar will not be held accountable in any way by reason of the disclosure of any information as to the names and addresses of any Noteholder regardless of the source from which such information was derived.

Section 2.08    Persons Deemed Owners.

The Issuer, the Indenture Trustee, the Note Registrar and any agents of any of them may treat the Person in whose name a Note is registered as the owner of such Note for the purpose of receiving payments of principal, interest and other amounts in respect of such Note and for all other purposes, whether or not such Note shall be overdue, and none of the Issuer, the Indenture Trustee, the Note Registrar or any agents of any of them, shall be affected by notice to the contrary; provided, however, that the Depository, or its nominee, shall be deemed the owner of the Global Term Notes, and owners of beneficial interests in Global Term Notes will not be considered the owners of any Notes for the purpose of receiving notices.

Section 2.09    Accounts.

(al)On or prior to the date hereof, the Indenture Trustee shall establish in its name, as Indenture Trustee, the Reimbursement Account, the Note Payment Account, the Reserve Account and the Funding Account. Except as provided in this Indenture, the Indenture Trustee, in accordance with the terms of this Indenture, shall have exclusive control and sole right of withdrawal with respect to the Accounts. Funds in the Accounts shall not be commingled with any other moneys. All moneys deposited from time to time in the Accounts (including any securities or instruments in which such moneys are invested) shall be held by and under the control of the Indenture Trustee in the Accounts for the benefit of the Secured Parties and the Issuer as herein provided. All amounts received by the Indenture Trustee, including, without limitation, amounts received from the Servicer in respect of the Aggregate Receivables and amounts received from the Seller as Repurchase Prices, shall be deposited into the Reimbursement Account within one (1) Business Day following receipt by the Indenture Trustee and shall be applied in accordance with the terms of this Indenture. In addition, the Issuer may, from time to time, remit additional funds to the Indenture Trustee for deposit into the Reimbursement Account to be applied for the purposes set forth herein.

(am)All of the funds on deposit in the Accounts may be invested and reinvested by the Indenture Trustee at the written direction of the Agent in one or more Permitted Investments, subject to the following requirements:

(i)such Permitted Investments shall mature not later than one (1) Business Day prior to the next Payment Date or Funding Date, whichever is sooner (except that if such Permitted Investment is an obligation of or is managed by the Indenture Trustee or its Affiliate, such Permitted Investment shall not mature later than the next Payment Date or Funding Date, whichever is sooner);

(ii)the securities purchased with the moneys in the Accounts shall be deemed to be funds deposited in the related Accounts;

(iii)each such Permitted Investment shall be made in the name of the Indenture Trustee (in its capacity as such) or in the name of a nominee of the Indenture Trustee under the Indenture Trustee's complete and exclusive dominion and control (or, if applicable law provides for perfection of pledges of an instrument not evidenced by a certificate or other instrument through registration of such pledge on books maintained by or on behalf of the issuer of such investment, a Permitted Investment may be made in such instrument notwithstanding that such instrument is not under the dominion and control of the Indenture Trustee, provided that such pledge is so registered);

(iv)other than the investments described in the second parenthetical phrase in clause (iii)

above, the Indenture Trustee shall have the sole control over such investment, the income thereon and the proceeds thereof;

(v)other than the investments described in the second parenthetical phrase in clause (iii) above, any certificate or other instrument evidencing such investment shall be delivered directly to the Indenture Trustee or its agent; and

(vi)the proceeds of each investment shall be remitted by the purchaser thereof directly to the Indenture Trustee for deposit in the related Account, subject to withdrawal by the Indenture Trustee as provided herein.

In the absence of written direction from the Agent, with respect to the Accounts, funds on deposit in the Accounts shall remain un-invested. All amounts earned on Permitted Investments during the prior calendar month shall be deposited into the Note Payment Account on each Payment Date and shall be included in the Available Funds for such Payment Date.

(c)Each of the Accounts shall remain at all times as Eligible Accounts. In the event that any of the Accounts no longer qualifies as an Eligible Account under the definition thereof, the Issuer shall promptly, and in no event later than thirty (30) calendar days following such Account failing to qualify as an Eligible Account, direct the Indenture Trustee to remit all funds in such Account to a specified Eligible Account.

(d)The Servicer shall cause all collections in respect of the Mortgage Loans included in each Securitization Trust to be deposited into the related Collection Account pursuant to the related Servicing Contract. No less frequently than each Business Day, the Servicer shall withdraw all amounts available to reimburse Delinquency Advances, Servicing Advances and Legacy Deferred Servicing Fees from the related Collection Account or from related proceeds and shall remit such amounts to the Indenture Trustee for deposit into the Reimbursement Account.

(e)Upon the satisfaction and discharge of this Indenture pursuant to Section 3.01 of this Indenture, the Indenture Trustee shall release to the Issuer all amounts, if any, held by it remaining as part of the Trust Estate.

Section 2.10    Payments on the Notes.

(an)Subject to Section 2.10(b), the Issuer agrees to pay:

(i)prior to the Stated Maturity, on each Payment Date and any Redemption Date relating to a Total Redemption, interest on and principal of the Notes in the amounts and in accordance with the priorities set forth in Section 2.10(c), and on each Redemption Date relating to a Partial Redemption, interest on and principal of the Notes in the amounts and in accordance with Section 2.16(a); and

(ii)on the Stated Maturity, the entire Note Principal Balance of the Notes, together with all accrued and unpaid interest thereon and all fees, costs, expenses, indemnities and all other amounts then due and payable by Issuer (excluding contingent obligations) to the Agent, the Indenture Trustee and the Noteholders pursuant to this Indenture or any other Transaction Document.

Amounts properly withheld under the Code by any Person from a payment to any holder of a Note of interest, principal or other amounts, or any such payment set aside on the Final Payment Date for such Note as provided in Section 2.10(b), shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture.

(ao)With respect to each Payment Date, any interest, principal and other amounts payable on the Variable Funding Notes shall be paid to the Person that is the registered holder thereof at the close of business on the related Record Date, and any interest, principal and other amounts payable on the Global Term Notes shall be distributed by the Indenture Trustee by wire transfer in immediately available funds to an account maintained by the Depository or its nominee or, if a wire transfer cannot

be effected, by a check in immediately available funds delivered to the Depository or its nominee; provided, however, that interest, principal and other amounts payable at the Final Payment Date of any Note shall be payable only against surrender thereof at the Corporate Trust Office of the Indenture Trustee. Payments of interest, principal and other amounts on the Notes shall be made on the applicable Payment Date other than the Final Payment Date, subject to applicable laws and regulations, by wire transfer to such account as such Noteholder shall designate by written instruction received by the Indenture Trustee not later than the Record Date related to the applicable Payment Date or otherwise by check mailed on or before the Payment Date to the Person entitled thereto at such Person's address appearing on the Note Register. The Indenture Trustee shall pay each Note in whole or in part as provided herein on its Final Payment Date in immediately available funds from funds in the Note Payment Account as promptly as possible after presentation to the Indenture Trustee of such Note at its Corporate Trust Office but shall initiate such payment no later than 3:00 p.m., New York City time, on the day of such presentation; provided, that such presentation has been made no later than 1:00 p.m., New York City time. If presentation is made after 1:00 p.m., New York City time, on any day, such presentation shall be deemed to have been made on the immediately succeeding Business Day.

Except as provided in the following sentence, if a Note is issued in exchange for any other Note during the period commencing at the close of business at the office or agency where such exchange occurs on any Record Date and ending before the opening of business at such office or agency on the related Payment Date, no interest, principal or other amounts will be payable on such Payment Date in respect of such new Note, but will be payable on such Payment Date only in respect of the prior Note. Interest, principal and other amounts payable on any Note issued in exchange for any other Note during the period commencing at the close of business at the office or agency where such exchange occurs on the Record Date immediately preceding the Final Payment Date for such Notes and ending on the Final Payment Date for such Notes, shall be payable to the Person that surrenders the new Note as provided in this Section 2.10(b).

All payments of interest, principal and other amounts made with respect to any Note of a Class will be allocated pro rata among the Outstanding Notes of such Class based on the Percentage Interest of that Note within such Class. Monthly interest and principal with respect to the Notes shall be determined, allocated and paid in accordance with the procedures set forth in this Indenture.

If any Note on which the final payment was due is not presented for payment on its Final Payment Date, then the Indenture Trustee shall set aside such payment in a segregated account separate from the Note Payment Account but which constitutes an Eligible Account, and the Indenture Trustee and the Issuer shall act in accordance with Section 5.10 in respect of the unclaimed funds.

(ap)On each Payment Date and any Redemption Date relating to a Total Redemption, the Indenture Trustee shall deposit all funds from the Reimbursement Account and, to the extent required pursuant to Section 2.15 and amounts from the Reserve Account and, if applicable, any payments received from the Seller on an Option Purchase Date pursuant to Section 2.19 into the Note Payment Account and withdraw from the Note Payment Account and apply the Available Funds for such Payment Date or Redemption Date, as applicable, for the following purposes and in the following order of priority, in each case to the extent of remaining funds:

Pro rata, to the Issuer, an amount equal to the sum of its actual expenses (including the fees, expenses and indemnities of (i) the Owner Trustee and (ii) the ________________________________

*** 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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Administrator in connection with the performance of its obligations under the Administration Agreement), not to exceed $[***] per calendar year,

(i)Wells Fargo Bank, N.A. in its capacities as Indenture Trustee, Securities Intermediary, Authenticating Agent, Note Registrar and Certificate Registrar, an amount equal to the sum of (1) the Indenture Trustee Fee for such Payment Date or Redemption Date, as applicable, (2) any accrued and unpaid Indenture Trustee Fees for prior Payment Dates, and (3) any other amounts to which the Wells Fargo Bank, N.A., in its capacities as Indenture Trustee, Securities Intermediary, Authenticating Agent, Note Registrar and Certificate Registrar are entitled to reimbursement pursuant to this Indenture and the other Transaction Documents; provided, however, that amounts payable pursuant to this clause (ii) shall not exceed (a) in the event that no Event of Default has occurred and shall be continuing, $[***] per annum and (b) in the event that an Event of Default has occurred and shall be continuing, $[***] per annum; and

(ii)to the Agent, all costs, expenses and indemnities to which the Agent, in its capacity as Agent, is entitled to reimbursement pursuant to this Indenture and the other Transaction Documents; provided, that, other than with respect to amounts related to the cost of counsel for the Agent, (1) following the occurrence of an Early Amortization Event and prior to an Event of Default, such amounts paid under this clause (iii) shall not exceed $[***] per annum and (2) on and following the occurrence of an Event of Default, such amounts paid under this clause (iii) shall not exceed $[***] per annum, in each case, unless consented to by the Controlling Class Required Noteholders;

(iii)to the Verification Agent, an amount equal to the sum of all accrued and unpaid Verification Agent Fees, in an amount not greater than the amount set forth in the Verification Agent Letter;

(iv)to the Variable Funding Noteholders in the following priority:

(A) to the holders of the Class A Notes, all accrued and unpaid interest due the Class A Notes at the Class A VFN Floating Rate plus any Variable Funding Note Interest Carryover Shortfall in respect of the Class A Notes (other than Variable Funding Note Interest Carryover Shortfall in respect of any Class A VFN Additional Distributable Amount or Class A VFN Default Interest Distributable Amount) from prior periods with interest thereon at the Class A VFN Carryover Shortfall Rate;

to the holders of the Class B Notes, all accrued and unpaid interest due the Class B Notes at the Class B VFN Floating Rate plus any 138

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Variable Funding Note Interest Carryover Shortfall in respect of the Class B Notes (other than Variable Funding Note Interest Carryover Shortfall in respect

of any Class B VFN Additional Distributable Amount or Class B VFN Default Interest Distributable Amount) from prior periods with interest thereon at the Class B VFN Carryover Shortfall Rate;

(B) to the holders of the Class C Notes, all accrued and unpaid interest due the Class C Notes at the Class C VFN Floating Rate plus any Variable Funding Note Interest Carryover Shortfall in respect of the Class C Notes (other than Variable Funding Note Interest Carryover Shortfall in respect of any Class C VFN Additional Distributable Amount or Class C VFN Default Interest Distributable Amount) from prior periods with interest thereon at the Class C VFN Carryover Shortfall Rate;

(C) to the holders of the Class D Notes, all accrued and unpaid interest due the Class D Notes at the Class D VFN Floating Rate plus any Variable Funding Note Interest Carryover Shortfall in respect of the Class D Notes (other than Variable Funding Note Interest Carryover Shortfall in respect of any Class D VFN Additional Distributable Amount or Class D VFN Default Interest Distributable Amount) from prior periods with interest thereon at the Class D VFN Carryover Shortfall Rate;

(v)to the Indemnified Parties (other than Indenture Trustee and the Verification Agent), any amounts then due to such Indemnified Parties pursuant to this Indenture;

(vi)up to and including the earlier of (a) the occurrence of an Event of Default and (b) the Stated Maturity, to the Reserve Account until the amount on deposit in the Reserve Account equals the Required Reserve Amount;

(vii)during the Funding Period, in the following order of priority:

(A) Unused Line Fees due and payable plus all Unused Line Fees accrued but unpaid on prior Payment Dates, in the following order of priority:

(i)to the Class A Variable Funding Noteholders;

(ii)to the Class B Variable Funding Noteholders;

(iii)to the Class C Variable Funding Noteholders;

(iv)to the Class D Variable Funding Noteholders;

(B) to the Funding Account, the Cash Purchase Price of any Additional Receivables to be acquired by the Issuer and Granted to the Indenture Trustee on such Payment Date in accordance with Article VII;

(C) to the Variable Funding Noteholders, on a pro rata basis:

(i)to the holders of the Class A Notes, to the payment of principal an amount equal to the excess (if any) of the principal balance of the Class A Notes over the Aggregate Class A Collateral Value (after giving effect to any transfer of Receivables on such Payment Date);

(ii)to the holders of the Class B Notes, to the payment of principal an amount equal to the excess (if any) of the principal balance of the Class B Notes over the sum of the Aggregate Class A Collateral Value and the Aggregate Class B Collateral Value (after giving effect to any transfer of Receivables on such Payment Date);

(iii)to the holders of the Class C Notes, to the payment of principal an

amount equal to the excess (if any) of the principal balance of the Class C Notes over the sum of the Aggregate Class A Collateral Value, the Aggregate Class B Collateral Value and the Class C Collateral Value (after giving effect to any transfer of Receivables on such Payment Date); and

(iv)to the holders of the Class D Notes, to the payment of principal an amount equal to the excess (if any) of the principal balance of the Class D Notes over the Aggregate Collateral Value (after giving effect to any transfer of Receivables on such Payment Date);

(D) if directed by the Administrator two (2) Business Days prior to any Payment Date (in its sole and absolute discretion), pro rata to the Variable Funding Noteholders with respect to each Class, to the payment of principal, the related amount specified by the Administrator;

(E) to the Agent and the Noteholders, any other amounts payable by the Seller, the Depositor or the Issuer pursuant to the terms and provisions of the Transaction Documents, including but not limited to any amounts then due as indemnification and any other amounts payable to the Agent and the Noteholders, to the extent not paid previously under the terms and provisions of this Section 2.10(c);

(F) to the Indemnified Parties, to the extent not paid pursuant to clauses (i) through (viii)(D) above, any amounts then due to such Indemnified Parties under Section 9.11 of this Indenture (which are invoiced to the Issuer and the Indenture Trustee at least three (3) Business Days prior to the Payment Date or Redemption Date, as applicable) and for which reimbursement is not available under clauses (i) through (viii)(D) above or from any other source pursuant to the provisions of the Transaction Documents; and

(G) to the Certificateholders, the remaining Available Funds; provided, however, that any amounts due and owing to the Owner Trustee shall be paid prior to such payment;

(viii)following the termination of the Funding Period, in the following order of priority:

(A) to the holders of the Class A Notes, the principal balance of the Class A Notes until the principal balance of the Class A Notes is reduced to zero;

(B) to the holders of the Class B Notes, the principal balance of the Class B Notes until the principal balance of the Class B Notes is reduced to zero;

(C) to the holders of the Class C Notes, the principal balance of the Class C Notes until the principal balance of the Class C Notes is reduced to zero;

(D) to the holders of the Class D Notes, the principal balance of the Class D Notes until the principal balance of the Class D Notes is reduced to zero;

(E) to the Persons entitled thereto, any amounts payable by the Seller, the Depositor and the Issuer pursuant to the Transaction Documents, including but not limited to any amounts then due as indemnification and any other amounts payable to any Person, to the extent not paid previously under the terms and provisions of this Section 2.10(c); provided, that amounts payable under this clause (ix)(E) may be paid under clause (ix)(G) below with the agreement of the Person entitled to receive such payment in the sole and absolute discretion of such Person;

(F) to the Variable Funding Noteholders, (i) an amount equal to the sum of (a) the Variable Funding Note Additional Interest Distributable Amount and (b) the

Variable Funding Note Default Interest Distributable Amount, in each case, applicable to any such Class, in the following order of priority:

(i)to the Class A Variable Funding Noteholders, the Class A VFN Additional Interest Distributable Amount and the Class A VFN Default Interest Distributable Amount;

(ii)to the Class B Variable Funding Noteholders, the Class B VFN Additional Interest Distributable Amount and the Class B VFN Default Interest Distributable Amount;

(iii)to the Class C Variable Funding Noteholders, the Class C VFN Additional Interest Distributable Amount and the Class C VFN Default Interest Distributable Amount;

(iv)to the Class D Variable Funding Noteholders, the Class D VFN Additional Interest Distributable Amount and the Class D VFN Default Interest Distributable Amount;

(G) to the Indemnified Parties, to the extent not paid pursuant to clauses (i) through (ix)(F) above, any amounts then due to such Indemnified Parties under Section 9.11 of this Indenture (which are invoiced to the Issuer and the Indenture Trustee at least three (3) Business Days prior to the Payment Date or Redemption Date, as applicable) and for which reimbursement is not available under the Transaction Documents from an alternative source (including the Seller) or for which the Indemnified Parties have been unable to obtain reimbursement after reasonable efforts; and

(H) to the Certificateholders, the remaining Available Funds; provided, however, that any amounts due and owing to the Owner Trustee shall be paid prior to such payment.

(aq)On each date that is a Funding Date but not a Payment Date (whether or not any Additional Receivables are purchased by the Issuer on such date), the Indenture Trustee shall withdraw the Intra-Month Excess Amount from the Reimbursement Account and deposit such amounts into the Note Payment Account and withdraw from the Note Payment Account and apply such Intra-Month Excess Amount as follows:

(i)first, in accordance with Section 2.10(c)(vii);

(ii)second, in accordance with Sections 2.10(c)(viii)(B) if Additional Receivables are to be purchased by the Issuer on such Funding Date; and 

(iii)third, in accordance with Sections 2.10(c)(viii)(C) (after giving effect to any transfer of Receivables to be made on such Funding Date).

For the avoidance of doubt, amounts on deposit in the Reimbursement Account, as set forth in the immediately preceding sentence, will not include any amounts related to any Reserve Fund Reimbursement Amounts.

Section 2.11.    Final Payment Notice.

(ar)Notice of final payment under Section 2.10(b) shall be given by the Indenture Trustee not later than the 5th Business Day prior to the Final Payment Date to each Noteholder as of the close of business on the Record Date preceding the Final Payment Date at such Noteholder's address appearing in the Note Register, and also to the Agent and the Issuer.

(as)All notices of final payment in respect of the Notes shall state (i) the Final Payment Date, (ii) the amount of the final payment for such Notes and (iii) the place where such Notes are to be surrendered for payment, which shall be the Corporate Trust Office of the Indenture Trustee.

(at)Notice of final payment of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuer. Failure to give notice of final payment, or any defect therein, to any Noteholder shall not impair or affect the validity of the final payment of any other Note; provided, however, that the Indenture Trustee shall not be required to provide any notice required by this Section 2.11 to the extent that such notice has not been provided to the Indenture Trustee by the Issuer or the Servicer at least five (5) Business Days prior to the date on which the Indenture Trustee is required to deliver such notice hereunder.

Section 2.12    Compliance with Withholding Requirements.

Notwithstanding any other provision of this Indenture, the Indenture Trustee shall comply with all federal and state withholding requirements with respect to payments to Noteholders of interest, original issue discount, or other amounts that the Indenture Trustee reasonably believes are applicable under the Code. The consent of Noteholders shall not be required for any such withholding. All Noteholders shall be required to deliver to the Indenture Trustee prior to the first Payment Date and at any time or times required by applicable law, (i) a correct, complete and properly executed U.S. Internal Revenue Service Form W-9, W-8BEN, W-8ECI or W-8IMY (with appropriate attachments), as applicable and (ii) any documentation that is required under Sections 1471 through 1474 of the Code to enable the Issuer, the Indenture Trustee and any other agent of the Issuer to determine their duties and liabilities with respect to any taxes they may be required to withhold pursuant to such Code sections in respect of such Note or the Noteholder of such Note or beneficial interest therein. The Indenture Trustee will withhold on all payments of the Unused Line Fee to non-U.S. Noteholders unless the beneficial owners for U.S. federal income tax purposes of such Note provide a correct, complete and properly executed U.S. Internal Revenue Service Form W-8ECI or are eligible for benefits under an income tax treaty with the United States that eliminates U.S. federal income taxation on U.S. source Unused Line Fees and such non-U.S. Noteholder provides a correct, complete and executed U.S. Internal Revenue Service Form W-8BEN.

Section 2.13.    Cancellation.

The Issuer may at any time deliver to the Note Registrar for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Note Registrar.

All Notes delivered to the Indenture Trustee for payment shall be forwarded to the Note Registrar. All such Notes and all Notes surrendered for transfer and exchange in accordance with the terms hereof shall be canceled and disposed of by the Note Registrar in accordance with its customary procedures.

Section 2.14.    Additional Note Balance.

(au)In the event of the purchase of any Additional Note Balances by the Note Purchaser as provided in the Note Purchase Agreement, the Note Purchaser shall, and is hereby authorized to, record on the schedule attached to its Variable Funding Note the date and amount of any Additional Note Balance purchased by it, and each repayment thereof; provided, that failure to make any such recordation on such schedule or any error in such schedule shall not adversely affect any Variable Funding Noteholder's rights with respect to its Additional Note Balance and its right to receive interest payments in respect of the Additional Note Balance held by such Noteholder.

(av)Absent manifest error, the Note Principal Balance of each Variable Funding Note as set forth in the notations made by the related Variable Funding Noteholder on such Variable Funding Note shall be binding upon the Indenture Trustee and the Issuer; provided, that failure by a Variable Funding Noteholder to make such recordation on its Variable Funding Note or any error in such notation shall not adversely affect any Variable Funding Noteholder's rights with respect to its Variable Funding Note Principal Balance and its right to receive principal and interest payments in respect thereof.

Section 2.15.    Reserve Account.

On or prior to the Initial Funding Date, the Issuer shall cause the Required Reserve Amount to be

deposited into the Reserve Account. The Indenture Trustee shall deposit in the Reserve Account on each Payment Date the amount, if any, distributed for deposit in the Reserve Account pursuant to Section 2.10(c)(vii).

If, on any Payment Date prior to the earlier to occur of an Event of Default or the Stated Maturity, the Available Funds for such Payment Date are insufficient to pay the amounts required to be paid pursuant to clauses (i) through (v) of Section 2.10(c), the Indenture Trustee shall withdraw the amount of such shortfall from the Reserve Account and deposit the same into the Note Payment Account to be applied to the payment of such items. If, on any Payment Date following the occurrence of an Early Amortization Event (assuming no Event of Default shall have occurred and be continuing), the Indenture Trustee shall withdraw the amount of excess of the balance of the Reserve Account over the Required Reserve Amount, to pay all amounts under clause (ix) of Section 2.10(c), and following the earlier to occur of an Event of Default or the Stated Maturity Date, to pay all amounts under Section 2.10(c), the Indenture Trustee shall withdraw the amount of such shortfall from the Reserve Account and deposit the same into the Note Payment Account to be applied to the payment of such items.

Upon payment in full of all of the Issuer Obligations, the Indenture Trustee shall release all amounts remaining in the Reserve Account to or at the direction of the Issuer.

Section 2.16.    Redemption; Clean-up Call Option; Optional Paydown.

(aw)The Notes shall be subject to optional redemption in whole (such redemption, a “Total Redemption”) or in part (such redemption, a “Partial Redemption”); provided, however, that (I) the Issuer shall not conduct a Partial Redemption of aggregate Note Principal Balances without the prior written consent of the Agent and (II) any Partial Redemption of Note Principal Balance of the Notes shall be applied pro rata among the Term Notes and the Variable Funding Notes. The Issuer shall give written notice (a “Redemption Notice”) of its intent to redeem all of the Notes pursuant to this Section 2.16 to the Indenture Trustee (for subsequent distribution to the Noteholders) and, to the extent the Agent's consent is not required to conduct such redemption, the Agent, at least 5 Business Days prior to the Redemption Date (which date shall be specified in such notice as the “Redemption Date”). Each Redemption Notice shall include a list of Securitization Trusts the Receivables of which the Issuer desires to purchase on the related Redemption Date. Following issuance of the Redemption Notice by the Issuer, the Issuer shall be required to purchase the entire Outstanding Note Principal Balance of the Notes, as of the Redemption Date, for the Note Redemption Amount on such Redemption Date. Each Noteholder, by its acceptance of a Note, hereby consents to the release of lien of this Indenture, in whole or in part, as applicable, upon the Issuer's deposit of the applicable Note Redemption Amount. On any Redemption Date relating to a Partial Redemption, the Indenture Trustee shall remit the applicable Note Redemption Amount with respect to the amounts set forth under clauses (i) and (ii) of the applicable definition of Note Redemption Amount, pro rata, to the Variable Funding Noteholders (based on the Variable Funding Note Principal Balance) and to the Term Noteholders (based on the Term Note Principal Balance). Upon the Issuer's payment of the Note Redemption Amount with respect to a Partial Redemption, (i) the Indenture Trustee, acting on behalf of the Noteholders, shall release its lien with respect to all outstanding Receivables related to the Securitization Trusts specified in the applicable Redemption Notice and shall, at the direction of the Agent, execute a lien release or similar instrument with respect thereto, such instrument to be provided to the Indenture Trustee, and (ii) Schedules I through IV attached hereto shall be updated accordingly. Upon the Issuer's payment of the Redemption Amount with respect to a Total Redemption, the Commitment of the Note Purchaser under Section 2.01 of the Note Purchase Agreement to purchase Additional Note Balances shall terminate.

(ax)On any Payment Date following an Early Amortization Event (including clauses (a) and (n) under the definition thereof) on which the aggregate Note Principal Balance of the Notes is less than or equal to 10% of the sum of (i) the aggregate of the Term Note Initial Principal Balance for the Term Notes, (ii) the

balance of the Variable Funding Note as of the Closing Date and (iii) the aggregate of all Additional Note Balances purchased on or prior to such date pursuant to the Note Purchase Agreement (the sum of (ii) and (iii) not to be greater than the Variable Funding Note Maximum Balance), the Agent may effect a put of the entire Outstanding Note Principal Balance of the Notes, as of the applicable Payment Date, to the Issuer by exercise of the Clean-up Call Option. The Agent shall give written notice (a “Clean-up Call Notice”) of its intent to put the Notes pursuant to this Section 2.16(b) to the Issuer and the Indenture Trustee at least 30 days prior to the related Payment Date. Upon exercise of the Clean-up Call Option by the Agent, the Issuer shall be required to purchase the entire Outstanding Note Principal Balance of the Notes, as of the applicable Payment Date, for the Note Redemption Amount on the applicable Payment Date (such Payment Date, the “Clean-up Call Date”).

(ay)Unless otherwise agreed by the Agent, on the Business Day prior to the applicable Redemption Date, the Clean-up Call Date or Stated Maturity, as applicable, the Issuer shall cause there to be deposited the Note Redemption Amount into the Note Payment Account.

(az)On any Business Day during the Funding Period (the “Paydown Date”), the Variable Funding Notes may be subject to an optional paydown by the Issuer. The Administrator, on behalf of the Issuer, shall give written notice to the Agent and the Noteholders of its intent to paydown the Variable Funding Note Principal Balances at least two (2) Business Days prior to the chosen Paydown Date. The Administrator, on behalf of the Issuer, shall remit the paydown amount to the Note Payment Account, and the Indenture Trustee shall withdraw such amounts and allocate such amounts to reduce the Variable Funding Note Principal Balance of the Variable Funding Notes on a pro rata basis; provided, that, if the Paydown Date is a Payment Date, such paydown amount will be remitted in accordance with Section 2.10(c)(viii)(B) after all prior payments in accordance with Section 2.10(c) have been made and that the Note Principal Balance of the Notes used to calculate such payments pursuant to Section 2.10(c) shall be the Note Principal Balance prior to distribution of the paydown amount. Notwithstanding any optional paydown as provided in this Section 2.16(d), the Commitment of the Holders of the Variable Funding Notes shall not be reduced.

Section 2.17.    Securities Accounts

(a)The Issuer and the Indenture Trustee hereby appoint Wells Fargo Bank N.A. as securities intermediary (in such capacity, the “Securities Intermediary”) with respect to each of the Accounts. The Security Entitlements and all Financial Assets credited to the Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the Secured Parties. Upon the termination of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Wells Fargo Bank N.A. as Securities Intermediary. Wells Fargo Bank N.A. hereby accepts such appointment as Securities Intermediary.

(i)With respect to any portion of the Trust Estate that is credited to the Accounts, the Securities Intermediary agrees that:

(A)with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto;

(B)the sole assets permitted in the Accounts shall be those that the Securities

Intermediary agrees to treat as Financial Assets;

(C)any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Account in accordance with the Securities Intermediary's customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has control; and

(D)it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Account and that it is a violation of that Person's rights for anyone else to hold, transfer or deal with such Financial Asset.

(ii)The Securities Intermediary hereby confirms that (A) each Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Indenture, treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Account, (B) any portion of the Trust Estate in respect of any Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited to any Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Account be registered in the name of the Issuer, the Servicer or the Seller, payable to the order of the Issuer, the Servicer or the Seller or specially endorsed to any of such Persons.

(iii)If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Issuer, the Servicer, the Seller or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person.

(iv)In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker's lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Accounts.

(v)There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Depositor, the Servicer, the Seller or any other Person with respect to any Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail.

(vi)The rights and powers granted herein to the Indenture Trustee have been granted in

order to perfect its interest in the Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will neither be affected by the bankruptcy of the Issuer, the Depositor, the Servicer or the Seller nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writing.

(b)Capitalized terms used in this Section 2.17 and not defined herein shall have the meanings assigned to such terms in the New York UCC. For purposes of Section 8-110(e) of the New York UCC, the “securities intermediary's jurisdiction” shall be the State of New York.

(c)None of the Securities Intermediary or any director, officer, employee or agent of the Securities Intermediary shall be under any liability to the Indenture Trustee or the Secured Parties for any action taken, or not taken, in good faith pursuant to this Indenture, or for errors in judgment; provided, however, that this provision shall not protect the Securities Intermediary against any liability to the Indenture Trustee or the Secured Parties which would otherwise be imposed by reason of the Securities Intermediary's willful misconduct, bad faith or negligence in the performance of its obligations or duties hereunder. The Securities Intermediary and any director, officer, employee or agent of the Securities Intermediary may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Securities Intermediary shall be under no duty to inquire into or investigate the validity, accuracy or content of such document. The Issuer shall indemnify the Securities Intermediary for and hold it harmless against any loss, liability or expense arising out of or in connection with this Indenture and carrying out it duties hereunder, including the costs and expenses of defending itself against any claim of liability, except in those cases where the Securities Intermediary has been guilty of bad faith, negligence or willful misconduct. The foregoing indemnification shall survive any termination of this Indenture or the resignation or removal of the Securities Intermediary.

(d)Prior to the date which is one year and one day, or if longer the applicable preference period then in effect, after the payment in full of all of the Notes, the Securities Intermediary will not institute against, or join any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law in any jurisdiction.

Section 2.18    Tax Treatment of the Notes.

The Issuer intends that, for U.S. federal, state or local income tax, franchise tax and any other income tax purposes, the Notes be treated as debt. Each prospective purchaser and any subsequent transferee of a Note or any interest therein shall, by virtue of its purchase or other acquisition of such Note or interest therein, be deemed to have agreed to treat such Note in a manner consistent with the preceding sentence for U.S. federal income tax purposes, unless otherwise required by law in a proceeding of final determination.

Section 2.19.    Purchase Option.

The Seller shall have the option at any time, and from time to time, to purchase from the Issuer up to three percent (3%) of the Aggregate Receivables outstanding on the date of such purchase for an amount equal to the Receivables Balance of the Receivables to be purchased. The Seller shall give written notice (an “Option Notice”) of its intent to exercise the purchase option to the Issuer, the Indenture Trustee and the Noteholders at least ten (10) days prior to the date on which such purchase will occur (the “Option Purchase Date”). The Receivables to be sold to the Seller on any such Option Purchase Date shall be selected by the Seller and shall not exceed three percent (3%) of the Aggregate Receivables; provided, however, that the Seller shall purchase Receivables pursuant to this Section 2.19 in whole, and not in part, with respect to

any Securitization Trust. If the Seller exercises its purchase option pursuant to this Section 2.19, upon deposit of an amount equal to the Receivables Balance of such purchased Receivables into the Note Payment Account, the Indenture Trustee shall release the lien of this Indenture with respect to such purchased Receivables.  If the Seller exercises this option, the option shall expire with respect to the Aggregate Receivables existing on such Option Purchase Date; provided, however, that the Seller shall have the option to purchase up to three percent (3%) of any Additional Receivables sold to the Issuer following such Option Purchase Date.

Section 2.20.    Hedge Agreements

(ba)Following the Closing Date, the Issuer may enter into one or more Hedge Agreements with respect to the Notes.   The Indenture Trustee is hereby directed by the Issuer to execute and deliver any such Hedge Agreements on behalf of the Issuer, as owner thereof (for the benefit of the Noteholders) and to exercise the rights, perform the obligations and make the representations of the Issuer thereunder, solely in its capacity as Indenture Trustee on behalf of the Issuer and not in its individual capacity. The Noteholders (by acceptance of their Notes) acknowledge and agree that (i) the Indenture Trustee shall execute and deliver any Hedge Agreement on behalf of the Issuer, (ii) the Indenture Trustee shall exercise the rights, perform the obligations and make the representations of the Issuer thereunder, solely in its capacity as Indenture Trustee on behalf of the Issuer and not in its individual capacity and (iii) under no circumstances shall Wells Fargo Bank, N.A. in its individual capacity be personally liable for the payment on any indebtedness or expense or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under any Hedge Agreement. Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall apply to the Indenture Trustee's execution of any Hedge Agreement, and the performance of its duties and satisfaction of its obligations thereunder.

(bb)As of the effective date of each Hedge Agreement, the related Hedge Provider shall have credit ratings at least equal to (i) a short-term unsecured and unsubordinated debt rating of “A-2” from S&P, or if such Hedge Provider does not have a short-term unsecured and unsubordinated debt rating from S&P, a long-term unsecured and unsubordinated debt rating or counterparty rating of “BBB+” from S&P and (ii) a long-term unsecured and unsubordinated debt rating of “BBB-” from Fitch. In addition, each Hedge Agreement entered into shall satisfy, in all respects, the “Revised Framework for Applying Counterparty and Supporting Party Criteria,” published by S&P on May 8, 2007, as supplemented by “Methodology And Assumptions: Update And Clarification To Counterparty Criteria For Interest Rate Swap Counterparties In 'AAA' Rated Transactions”, published by S&P on April 1, 2009 or any more recent publications released by S&P updating such criteria.

(bc)The Indenture Trustee shall, prior to the applicable effective date of any Hedge Agreement, establish a segregated trust account in accordance with Section 2.09 that shall be designated as a Hedge Account, at such financial institution as necessary to ensure that the Hedge Account is at all times an Eligible Account or a sub-account of an Eligible Account, in its name, as Indenture Trustee, bearing a designation clearly indicating that such account and all funds deposited therein are held for the exclusive benefit of the Noteholders, over which the Indenture Trustee shall have exclusive control and the sole right of withdrawal, and in which neither the Issuer nor any other Person shall have any legal or beneficial interest.

(bd)In the event that a Hedge Provider fails to perform any of its obligations under the applicable Hedge Agreement (including, without limitation, its obligation to make any payment or transfer collateral), or breaches any of its representations and warranties thereunder, or in the event that such Hedge Agreement is terminated in accordance with the terms and provisions of this Section 2.20(e), the Indenture Trustee shall, promptly following actual notice of such failure, breach or event, notify the Issuer and send any notices and make any demands, on behalf of and at the direction the Issuer, required to enforce the rights of the Issuer under such Hedge Agreement; provided, however, that notwithstanding the foregoing, upon the occurrence of an “Event of Default” under such Hedge Agreement (as defined in such Hedge Agreement) as a result of the insolvency or bankruptcy of such Hedge Provider, upon receipt of notice from any Noteholder, the Agent, the Issuer, the Depositor or the Seller of such insolvency or bankruptcy, the Indenture Trustee shall terminate

such Hedge Agreement.

(be)Notwithstanding anything contained herein to the contrary, in the event that a Hedge Agreement is terminated due to an “Event of Default” or “Termination Event” (each as defined in such Hedge Agreement), any and all amounts paid by the applicable Hedge Provider to the Issuer representing termination payments under such Hedge Agreement shall be remitted to the Hedge Account and shall be used by the Indenture Trustee, on behalf of and the direction of the Issuer (for the benefit of the Noteholders), to enter into one or more replacement Hedge Agreements with a related Hedge Provider that at least meets the requirements for a replacement Hedge Provider as set forth under the applicable Hedge Agreement and Section 2.20(b) hereunder, and subject to the prior written consent of the Majority Noteholders. To the extent that such termination payments owed by the related Hedge Provider under such terminated Hedge Agreement, if any, exceed the costs of entering into the replacement Hedge Agreements, such excess amounts shall be become part of Available Funds to be distributed in accordance with Section 2.10(c) on the immediately following Payment Date.

Any amounts received from a replacement Hedge Provider in consideration for entering into a replacement Hedge Agreement for a terminated Hedge Agreement shall be remitted by the Indenture Trustee directly to such terminated Hedge Provider; provided, however, that any such remittance to such terminated Hedge Provider shall not exceed the amounts, if any, owed to such Hedge Provider under such terminated Hedge Agreement.  To the extent not fully paid from amounts received from a replacement Hedge Provider, any termination payment owed by the Issuer to a terminated Hedge Provider pursuant to a terminated  Hedge Agreement shall be payable to such Hedge Provider on each following Payment Date in accordance with Section 2.10(c). To the extent that any amounts received from a replacement Hedge Provider in consideration for entering into a replacement Hedge Agreement exceed any required termination payments (or if there are no termination payments), such amounts in excess of the required termination payments shall become part of Available Funds to be distributed in accordance with Section 2.10(c) on the immediately following Payment Date. 

(bf)Quoted terms and defined terms used in this Section 2.20 but not defined herein have the meanings set forth in the applicable Hedge Agreements.

ARTICLE III SATISFACTION AND DISCHARGE

SATISFACTION AND DISCHARGE

Section 3.01.    Satisfaction and Discharge of Indenture.

This Indenture shall cease to be of further effect except as to (i) any surviving rights herein expressly provided for, including any rights of transfer or exchange of Notes herein expressly provided for, (ii) in the case of clause (1)(B) below, the rights of the Noteholders hereunder to receive payment of the Note Principal Balance of and interest on the Notes and any other rights of the Noteholders hereunder, and (iii) the provisions of Section 3.02 herein, when:

(1)either: (A) all Notes theretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.06 and (ii) Notes for which payment of money has theretofore been deposited in the Note Payment Account by the Indenture Trustee and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 5.10) have been delivered to the Note Registrar for cancellation; or (B) all such Notes not theretofore delivered to the Note Registrar for cancellation (i) have become due and payable, or (ii) will become due and payable on the next Payment Date, and in the case of clause (B)(i) or (B)(ii) above, Cash in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Note Registrar for cancellation or sufficient to pay the Note Principal Balance thereof and any interest thereon accrued to the date of such deposit (in the case of Notes which have become due and payable) or to the end of the Accrual Period for the next Payment Date has been deposited with the Indenture Trustee as trust funds in trust for these purposes;

(2)the Issuer has paid or caused to be paid all other sums payable or reasonably expected to become payable by the Issuer to the Indenture Trustee and each of the Secured Parties; and

(3)the Issuer has delivered to the Indenture Trustee an Officer's Certificate of the Issuer stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the foregoing, (a) the obligations of the Issuer to the Indenture Trustee under Section 5.04 hereof, (b) the obligations of the Indenture Trustee to the Noteholders under Section 3.02 hereof, and (c) the obligations of the Issuer under Section 2.16 hereof shall survive satisfaction and discharge of this Indenture.

Section 3.02.    Application of Trust Money.

Subject to the provisions of Sections 2.09, 2.10, 2.15, 5.10 and 7.01, all Cash deposited with the Indenture Trustee pursuant to Section 3.01 shall be held in the Note Payment Account and applied by the Indenture Trustee, in accordance with the provisions of the Notes and this Indenture to pay the Persons entitled thereto.

ARTICLE IV

EVENTS OF DEFAULT; REMEDIES

Section 4.01.    Events of Default.

“Event of Default,” wherever used herein with respect to the Notes, 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):

(bg)(i) any failure to pay any interest (other than any Variable Funding Note Additional Interest Distributable Amount or Variable Funding Note Default Interest Distributable Amount) or principal on any Note when the same shall be due and payable in accordance with the terms and provisions of this Indenture, without regard to Available Funds, or (ii) any failure to pay all accrued and unpaid interest on or the outstanding principal balance of the Notes in full in accordance with the terms and provisions of this Indenture by the Stated Maturity, without regard to Available Funds; or

(bh)any failure by the Issuer, the Seller or the Servicer to make (or cause to be made) any payment, transfer or deposit of, or deliver (or cause to be delivered) to, the Indenture Trustee the Repurchase Price in accordance with the terms and provisions of Section 6.02 of the Receivables Purchase Agreement when required to be so delivered under the terms of this Indenture or any of the other Transaction Documents and a continuation of such failure under this clause (ii) for a period of ten (10) days after the earlier of (A) actual discovery by an officer of the Issuer, Depositor, the Servicer, the Seller, as applicable, of such failure and (B) there shall have been given to the Issuer by the Indenture Trustee, or to the Issuer and the Indenture Trustee by any Noteholder, a written or electronic notice specifying such failure and requiring it to be remedied; or

(bi)other than as otherwise set forth in this Section 4.01, (1) any failure on the part of the Issuer, the Depositor, the Servicer or the Seller duly to observe or perform any covenants or agreements of it in any of the Transaction Documents in any material respect and such failure continues for a period of five (5) Business Days after the earlier of (i) the date on which such party receives written or electronic notice of such failure to observe or perform from the Agent, Indenture Trustee or any Noteholder and (ii) the date on which an officer of such party has actual knowledge of such failure to observe or perform, or (2) any failure on the part of the Seller duly to observe or perform any financial covenants set forth in Section 9.20 of the Receivables Purchase Agreement and such failure is not remedied within two (2) Business Days; or

(bj)the entry of a decree or order for relief by a court or agency or supervisory authority having jurisdiction in respect of the Issuer, the Depositor, the Servicer or the Seller for the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings for the Issuer, the Depositor, the Servicer or the Seller or of any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer, the Depositor or the Seller and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(bk)the Issuer, the Depositor, the Servicer or the Seller shall voluntarily commence liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Depositor or the Seller or of or relating to all or substantially all of its property; or the Issuer, the Depositor or the Seller shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make a general assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or

(bl)the Issuer or the Trust Estate shall have become subject to registration as an “investment company” within the meaning of the 1940 Act; or

(bm)(i) the Issuer shall fail to own the Trust Estate free and clear of liens other than Permitted Liens or the Indenture Trustee shall fail to have a first priority perfected security interest in the Trust Estate; or (ii) Nationstar has taken any action to impair the lien or rights of the Indenture Trustee or to cause the Issuer's funding of the Receivables to be characterized as a financing rather than a true sale for purposes of bankruptcy or similar laws; or

(bn)the Depositor sells, transfers, pledges or otherwise disposes of any of the Trust Certificates, whether voluntarily or by operation of law, foreclosure or other enforcement by a Person of its remedies against the Depositor, except pursuant to a merger, consolidation or a sale of all or substantially all of the assets of Nationstar in a transaction otherwise not prohibited by the Transaction Documents; or

(bo)the Servicer fails to deposit or remit any collections in respect of the Mortgage Loans to the related Collection Account (except with respect to Advance Reimbursement Amounts deposited to the Reimbursement Account or Servicing Compensation that is not Legacy Deferred Servicing Fees, in each case as permitted by the terms of any related Servicing Contract), subject to any cure period as required by the terms of the related Servicing Contract and such failure remains unremedied for two (2) Business Days; or

(bp)(i) A Change of Control; (ii) Nationstar shall cease to own 100% of the equity interest in the Depositor; or (iii) subject to Section 4.01(i) above, the Depositor shall cease to own 100% of the equity interest in the Issuer; (iv) the Depositor's material net economic interest in the Trust Certificates falls below 5% of the Aggregate Receivables owned by the Issuer; (v) the Depositor's material net economic interest in the Trust Certificates shall become subject to any credit risk mitigation or any short position or any hedging; or (vi) the Seller pledges or grants a security interest in the equity of the Depositor without express written consent of the Agent; or

(bq)the Collateral Coverage Requirement is not satisfied as of the close of business on any date; provided, however, that if such failure results solely from Receivables no longer being Eligible Receivables due to a breach of a representation or warranty in the Receivables Purchase Agreement, such failure shall become an Event of Default only upon the Seller not having repurchased such Receivables in accordance with the terms and provisions of Section 6.02 of the Receivables Purchase Agreement;

(br)any representation or warranty made by or on behalf of the Issuer, the Depositor, the Seller, the Servicer or by any officer of the foregoing under or in connection with any Transaction Document (other than any representation or warranty as to Receivables in the Receivables Purchase Agreement) or under or in connection with any report, certificate, or other document delivered to the Agent, the Indenture Trustee or the Noteholders pursuant to any Transaction Document shall have been incorrect or misleading in any material respect when made and the same remains unremedied for a period of five (5) days after the earlier

to occur of (i) actual discovery by a Responsible Officer of the Issuer, Depositor, the Servicer, the Seller as applicable or (ii) the date on which written or electronic notice of such failure shall have been given by the Agent, the Indenture Trustee or any Noteholder; or

(bs)(i) any material provision of any Transaction Document shall at any time for any reason (other than pursuant to the express terms thereof) cease to be valid and binding on or enforceable against the Issuer, the Depositor, the Seller, the Servicer or any of their respective Affiliates intended to be a party thereto, (ii) the validity or enforceability of any Transaction Document shall be contested by the Issuer, the Depositor, the Seller, the Servicer or any of their respective Affiliates, (iii) a proceeding shall be commenced by the Issuer, the Depositor, the Seller, the Servicer or any of their respective Affiliates or any Governmental Authority having jurisdiction over the Issuer, the Depositor, the Seller, the Servicer or any of their respective Affiliates, seeking to establish the invalidity or unenforceability of any Transaction Document, or (iv) the Issuer, the Depositor, the Seller, the Servicer or any of their respective Affiliates shall deny in writing that it has any liability or obligation purported to be created under any Transaction Document; or

(bt)reserved; or

(bu)the Seller shall fail to make a payment (whether of principal or interest and regardless of the amount) in respect of any indebtedness in a principal amount in excess of $15 million when due and payable (subject to any applicable grace period), or any event or condition occurs which results in any indebtedness of the Seller in a principal amount in excess of $15 million becoming due prior to its scheduled maturity or that enables or permits (subject to any applicable grace period) the holder or holders of such indebtedness to cause such indebtedness to become due or to require the prepayment, repurchase, redemption or defeasance thereof prior to its scheduled maturity date; or

(bv)(i) a final judgment or judgments for the payment of money in excess of $50,000 in the aggregate shall be rendered against the Depositor or the Issuer by one or more courts, administrative tribunals or other bodies having jurisdiction over them, or (ii) a final judgment or judgments for the payment of money in excess of $15,000,000 in the aggregate shall be rendered against the Seller by one or more courts, administrative tribunals or other bodies having jurisdiction over them and the same shall not be discharged (or provision shall not be made for such discharge) or bonded, or a stay of execution thereof shall not be procured, within sixty (60) days from the date of entry thereof and the Seller shall not, within said period of sixty (60) days, or such longer period during which execution of the same shall have been stayed or bonded, appeal therefrom and cause the execution thereof to be stayed during such appeal; or

(bw)(i) any failure by any Hedge Provider to make any payment required to be made by it under the applicable Hedge Agreement or (ii) any Hedge Provider is terminated under the related Hedge Agreement and, with respect to clauses (i) and (ii) above, the Issuer shall have failed to replace such Hedge Provider with a replacement Hedge Provider acceptable to the Majority Noteholders within fifteen (15) days after the date of such failure; or

(bx)the Servicer fails to deliver any Funding Date Report, Monthly Servicer Report or Payment Date Report required to be delivered hereunder, the Servicer has received notice of such failure from the Agent, the Indenture Trustee, any Note Purchaser or any Noteholder and such failure is not remedied within five (5) Business Days;

(by)any person shall be appointed as Independent Manager of the Depositor without the written acknowledgement by the Agent that such person conforms, to the reasonable satisfaction of the Agent, to the criteria set forth in the definition of Independent Manager.

Section 4.02.    Acceleration of Maturity; Rescission and Annulment.

If an Event of Default under any of Sections 4.01(a) through (c) or Sections 4.01(f) through (s) should occur and be continuing, then and in every such case the Indenture Trustee shall, at the direction of the Agent, acting with the consent of the Controlling Class Required Noteholders, declare all of the Notes to be immediately due and payable in full, by a notice in writing to the Issuer, and upon any such declaration the unpaid Note Principal Balance of such Notes, together with all accrued but unpaid interest thereon through the date of acceleration, shall become immediately due and payable in full. If an Event of Default specified

in Section 4.01(d), (e) or (s) occurs, the unpaid Note Principal Balance of the Notes, together with all accrued interest thereon through the date of acceleration, shall automatically become due and payable in full without any declaration or other act on the part of the Agent, the Indenture Trustee or any Noteholder.

At any time after such declaration of acceleration has been made and before a judgment or decree for payment of the money due in respect of the Notes has been obtained by the Indenture Trustee as hereinafter provided in this Section 4.02, the Agent, acting with the consent of the Required Noteholders, by written notice to the Issuer and to the Indenture Trustee, may rescind and annul such declaration and its consequences if:

(bz)the Issuer has paid or deposited with the Indenture Trustee to the Note Payment Account a sum sufficient to pay:

(i)all payments of principal of and accrued but unpaid interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and

(ii)all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and counsel, in each case incurred in connection with such Event of Default; and

(ca)all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by virtue of such acceleration, have been cured or waived as provided in Section 4.12.

No such rescission and annulment shall affect any subsequent default or impair any right consequent thereto.

Section 4.03    Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.

(cb)If the Issuer fails to pay all amounts due upon an acceleration of the Notes under Section 4.02 forthwith upon demand and such declaration and its consequences shall not have been rescinded and annulled, the Indenture Trustee, in its capacity as Indenture Trustee and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Issuer or any other obligor upon such Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the Trust Estate, wherever situated, or may institute and prosecute such non-judicial proceedings in lieu of judicial proceedings as are then permitted by applicable law.

(cc)If an Event of Default occurs and is continuing, the Indenture Trustee may, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.

(cd)In case (x) there shall be pending, relative to the Issuer or any Person having or claiming an ownership interest in the Trust Estate, proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, (y) a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or shall have taken possession of the Issuer or its property or such Person or (z) there shall be pending a comparable judicial proceeding brought by creditors of the Issuer or affecting the property of the Issuer, the Indenture Trustee, irrespective of whether the principal of or interest on any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 4.03, shall be entitled and empowered, by intervention in such proceedings or otherwise:

(i)to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective attorneys, and for reimbursement of all reasonable expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of willful misconduct, negligence or bad faith of the Indenture Trustee) and of the Noteholders allowed in such proceedings;

(ii)unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders in any election of a trustee, a standby trustee or Person performing similar functions in any such proceedings;

(iii)to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their and its behalf; and

(iv)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 Indenture Trustee or the Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective attorneys, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of willful misconduct, negligence or bad faith of the Indenture Trustee or predecessor Indenture Trustee.

(ce)Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any related Noteholder or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

(cf)In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholder a party to any such proceedings.

(cg)In the event that the Indenture Trustee, following an Event of Default hereunder institutes proceedings to foreclose on the Trust Estate, the Indenture Trustee shall promptly give a notice to that effect to each Noteholder.

(ch)All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its counsel, be for the ratable benefit of the Noteholders in respect of which such judgment has been recovered, subject to the payment priorities of Section 2.10.

Section 4.04    Remedies.

If an Event of Default has occurred and is continuing, and the Notes have been declared due and payable pursuant to Section 4.02 hereof and such declaration and its consequences have not been rescinded and annulled, upon five (5) Business Days' prior notice to each other Secured Party, the Indenture Trustee may do one or more of the following:

(ci)institute, or cause to be instituted, Proceedings for the collection of all amounts then payable on or under this Indenture with respect to the Notes, whether by declaration of acceleration or otherwise, enforce any judgment obtained, and collect from the Trust Estate moneys adjudged due;

(cj)sell, or cause to be sold, the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by applicable law; provided, however, that the Indenture Trustee shall give the Issuer written notice of any private sale called by or on behalf of the Indenture Trustee pursuant to this Section 4.04(b) at least ten (10) days prior to the date fixed for such private sale;

(ck)institute, or cause to be instituted, Proceedings from time to time for the complete or partial foreclosure with respect to the Trust Estate;

(cl)exercise, or cause to be exercised, any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee or the Holders of the Notes hereunder; and

(cm)maintain possession of the Trust Estate and, in its own name or in the name of the Issuer or otherwise, collect and otherwise receive in accordance with this Indenture any money or property at any time payable or receivable on account of or in exchange for any of the Collateral; provided, however, that the Indenture Trustee shall not, unless required by law, sell or otherwise liquidate all or any portion of the Trust Estate following any Event of Default except in accordance with Section 4.15.

Section 4.05    Application of Money Collected.

Any money collected by the Indenture Trustee pursuant to this Article IV shall be deposited in the Note Payment Account and, on each Payment Date, shall be applied in accordance with Section 2.10 hereof and, in case of the distribution of such money on account of the principal of or interest on the Notes, upon presentation and surrender of the Notes if fully paid.

Section 4.06    Limitation on Suits.

Except as provided in Section 4.07, no Noteholder shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(1)the Controlling Class Majority Noteholders have previously given written notice to the Indenture Trustee of a continuing Event of Default;

(2) the Agent shall have made written request to the Indenture Trustee to institute proceedings in respect of such Event of Default in its own name as Indenture Trustee hereunder;

(3)such Noteholder or Noteholders have offered to the Indenture Trustee adequate indemnity or security satisfactory to the Indenture Trustee against the costs, expenses and liabilities to be incurred in compliance with such notices and requests of the Controlling Class Majority Noteholders and Agent, as applicable, under Sections 4.06(1) and (2);

(4)the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity or security has failed to institute any such proceeding;

(5)no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Controlling Class Majority Noteholders; and

(6)an Event of Default shall have occurred and be continuing; it being understood and intended that no one or more of such Noteholders shall have any right in any manner whatever by virtue of, or by availing itself or themselves of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Noteholders, or to obtain or to seek to obtain priority or preference over any other of such

Noteholders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Noteholders. Subject to the foregoing restrictions, the Noteholders may exercise their rights under this Section 4.06 independently.

Section 4.07    Unconditional Right of Noteholders to Receive Principal and Interest.

Notwithstanding any other provision in this Indenture, following the Stated Maturity, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payments of interest, principal and other amounts then due on such Note (subject to Section 2.10) and to institute suit for the enforcement of any such payment (subject to Section 4.06), and such rights shall not be impaired without the consent of such Noteholder, unless a non-payment has been cured pursuant to Section 4.02. The Issuer shall, however, be subject to only one consolidated lawsuit by the Noteholders, or by the Indenture Trustee on behalf of the Noteholders, for any one cause of action arising under this Indenture or otherwise.

Section 4.08    Restoration of Rights and Remedies.

If the Indenture Trustee or any Noteholder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued, waived, rescinded or abandoned for any reason, or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in every such case, subject to any determination in such proceeding, the Issuer, the Indenture Trustee and the Noteholders shall be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such proceeding had been instituted.

Section 4.09    Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.06, no right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders 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.

Section 4.10.    Delay or Omission Not Waiver.

No delay or omission of the Indenture Trustee, or any Noteholder 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 Indenture or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, to the extent permitted by applicable law, by the Indenture Trustee or the Noteholders, as the case may be.

Section 4.11.    Control by Noteholders.

The Majority Noteholders shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee; provided, that such direction shall not be in conflict with any rule of law or with this Indenture or involve the Indenture Trustee in personal liability; provided, further, that the Indenture Trustee may take any other action deemed proper by the Indenture Trustee which is not inconsistent with such direction. Notwithstanding the foregoing, the Noteholders will not be required to provide, and the Indenture Trustee will not be required to obtain, a Tax Opinion in the case of a direction by the Noteholders to the Indenture Trustee, following an Event of Default, to realize upon the Trust Estate by liquidating the Collateral or otherwise.

Section 4.12.    Waiver of Past Defaults.

Prior to acceleration or the Stated Maturity of the Notes, the Agent (in its sole and absolute discretion) may, on behalf of the Noteholders of all the Notes, waive any past default hereunder and its consequences, except a default:

(1)in the payment of principal of or interest on any Note, which waiver shall require the waiver by Noteholders holding 100% in aggregate Note Principal Balance of the Outstanding Notes affected;

(2)in respect of a covenant or provision hereof which under Article VIII cannot be modified or amended without the consent of the Holder of each Outstanding Note affected, which waiver shall require the waiver by each Holder of an Outstanding Note affected;

(3)depriving the Indenture Trustee or any Noteholder of a lien or the benefit of a lien, as the case may be, upon any part of the Trust Estate, which waiver shall require the consent of the Indenture Trustee or such Noteholder, as the case may be; or

(4)depriving the Indenture Trustee of any fee, reimbursement for any expense incurred, or any indemnification to which the Indenture Trustee is entitled, which waiver shall require the consent of the Indenture Trustee.

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 extend to any subsequent or other default or impair any right consequent thereon. Any costs or expenses incurred by the Indenture Trustee in connection with such acceleration and prior to such waiver shall be reimbursable to the Indenture Trustee in accordance with Section 2.10(c).

Section 4.13    Undertaking for Costs.

All parties to this Indenture agree, and each Noteholder by its acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees and expenses based on time expended, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Issuer, or to any suit instituted by the Indenture Trustee, or to any suit instituted by any Noteholder, or group of Noteholders, holding in the aggregate at least 25% in aggregate Note Principal Balance of Outstanding Notes or to any suit instituted by any Noteholder for the enforcement of the payment of the principal of or interest on any Note on or after the Stated Maturity of such Note.

Section 4.14.    Waiver of Stay or Extension Laws.

The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim to take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of such law and covenants that it will not hinder, delay or impede the exercise of any power herein granted to the Indenture Trustee, but will suffer and permit the exercise of every such power as though no such law had been enacted.

Section 4.15.    Sale of Trust Estate.

(cn)The power to effect any public or private sale of any portion of the Trust Estate pursuant to

Section 4.04 hereof shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until either the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid. The Indenture Trustee may from time to time postpone any sale by public announcement made at the time and place of such sale. The Indenture Trustee hereby expressly waives its right to any amount fixed by law as compensation for any such sale but such waiver does not apply to any amounts to which the Indenture Trustee is otherwise entitled under Section 5.04 of this Indenture.

(co)The Indenture Trustee shall not sell the Trust Estate, or any portion thereof, unless:

(i)the Agent, with the consent and on behalf of 100% in aggregate Note Principal Balance of the Outstanding Notes consents to, or directs the Indenture Trustee to make, such sale; or

(ii)the proceeds of such sale would be not less than the entire amount which would be payable to the Holders of the Notes, in full payment thereof, on any date following the date of such sale, together with all other amounts due under this Indenture.

•The foregoing provisions of this Section 4.15 shall not preclude or limit the ability of the Indenture Trustee to purchase all or any portion of the Trust Estate at any sale, public or private, and the purchase by the Indenture Trustee of all or any portion of the Trust Estate at any sale shall not be deemed a sale or disposition thereof for purposes of this Section 4.15(b).

(cp)Unless the Holders of all Outstanding Notes have otherwise consented or directed the Indenture Trustee, at any sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than the amount described in paragraph (ii) of subsection (b) of this Section 4.15 has not been established by the Indenture Trustee and no Person bids an amount equal to or greater than such amount, the Indenture Trustee shall in accordance with paragraph (ii) of subsection (d) of this Section 4.15 bid an amount at least $1.00 more than the highest other bid in order to preserve the Trust Estate.

(cq)In connection with a sale of all or any portion of the Trust Estate:

(i)any Holder or Holders of Notes may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain and possess and dispose of such property, without further accountability, and may, in paying the purchase money therefor, deliver any Outstanding Notes or claims for interest thereon in lieu of Cash up to the amount which shall, upon distribution of the net proceeds of such sale, be payable thereon, and such Notes, in case the amounts so payable thereon shall be less than the amount due thereon in accordance with Section 2.10(c), shall be returned to the Holders thereof after being appropriately stamped to show such partial payment;

(ii)the Indenture Trustee may bid for and acquire the property offered for sale in connection with any sale thereof, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross sale price against the sum of (A) the amount which would be distributable to the Holders of the Notes as a result of such sale in accordance with Section 4.05 on the Payment Date next succeeding the date of such sale and (B) the expenses of the sale and of any Proceedings in connection therewith which are reimbursable to it, without being required to produce the Notes in order to complete any such sale or in order for the net sale price to be credited against such Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with the provisions of this Indenture;

(iii)the Indenture Trustee shall execute and deliver, without recourse, an appropriate instrument of conveyance transferring its interest in any portion of the Trust Estate in connection with a sale thereof;

(iv)the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer's interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; and

(v)no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application

of any moneys.

Section 4.16.    Action on Notes.

The Indenture Trustee's right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate.

ARTICLE V

THE INDENTURE TRUSTEE

Section 5.01.    Certain Duties and Responsibilities.

The Issuer hereby irrevocably constitutes and appoints the Indenture Trustee and any Responsible Officer thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in place and stead of the Issuer and in the name of the Issuer or in its own name or in the name of a nominee, from time to time in the Indenture Trustee's discretion, for the purpose of enforcing the rights, powers and remedies of the Issuer under the Receivables Purchase Agreement and to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Indenture and the Receivables Purchase Agreement, all as set forth in this Indenture.

(cr)The rights, duties and liabilities of the Indenture Trustee in respect of this Indenture shall be as follows:

(i)The Indenture Trustee shall have the full power and authority to do all things not inconsistent with the provisions of this Indenture that it may deem advisable in order to enforce the provisions hereof or to take any action with respect to a default or an Event of Default hereunder, or to institute, appear in or defend any suit or other proceeding with respect hereto, or to protect the interests of the Noteholders. The Indenture Trustee shall not be answerable or accountable except for its own bad faith, willful misconduct or negligence. The Issuer shall prepare and file or cause to be filed, at the Issuer's expense, a UCC Financing Statement, describing the Issuer as debtor, the Indenture Trustee as secured party and the Trust Estate as the collateral, in all appropriate locations promptly following the initial issuance of the Notes, and the Issuer shall prepare and file at each such office, continuation statements with respect thereto, in each case within six months prior to each fifth anniversary of the original filing. The Issuer is hereby authorized and obligated to make, at the expense of the Issuer, all required filings and refilings of which the Issuer becomes aware, necessary to preserve the liens created by this Indenture to the extent not done by the Issuer as provided herein. The Indenture Trustee shall not be required to take any action to exercise or enforce the trusts hereby created which, in the opinion of the Indenture Trustee, shall be likely to involve expense or liability to the Indenture Trustee, unless the Indenture Trustee shall have received an agreement satisfactory to it in its sole reasonable discretion to indemnify it against such liability and expense. Except as otherwise expressly provided herein, the Indenture Trustee shall not be required to ascertain or inquire as to the performance or observance of any of the covenants or agreements contained herein, or in the Receivables Purchase Agreement or in any other instruments to be performed or observed by the Issuer or any party to the Receivables Purchase Agreement.

(ii)Subject to the other provisions of this Article V, the Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders, or other instruments furnished to the Indenture Trustee that are specifically required to be furnished pursuant to any provisions of this Indenture, shall examine them to determine whether they are on their face in the form required by this Indenture to the extent expressly set forth herein. If any such instrument is found on its face not to conform to the requirements of this Indenture in a material manner, the

Indenture Trustee shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Indenture Trustee's reasonable satisfaction, the Indenture Trustee will provide notice thereof to the Noteholders. The Indenture Trustee shall not incur any liability in acting upon any signature, notice, request, consent, certificate, opinion, or other instrument reasonably believed by it to be genuine. In administering the trusts hereunder, the Indenture Trustee may execute any of the trusts or powers hereunder directly or through its attorneys or custodians and the Indenture Trustee shall not be responsible for any negligence on the part of any custodian or attorney appointed by the Indenture Trustee with due care. The Indenture Trustee may, subject to Section 5.04, consult with counsel, accountants and other professionals to be selected and employed by it, and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice of any such Person nor for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts.

(iii)The Indenture Trustee shall not have any duty to make, arrange or ensure the completion of any recording, filing or registration of any instrument or other document (including any UCC Financing Statements), or any amendments or supplements to any of said instruments or to determine if any such instrument or other document is in a form suitable for recording, filing or registration, and the Indenture Trustee shall not have any duty to make, arrange or ensure the completion of the payment of any fees, charges or taxes in connection therewith.

(iv)Whenever in performing its duties hereunder, the Indenture Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee may, in the absence of bad faith on the part of the Indenture Trustee, rely upon (unless other evidence in respect thereof be specifically prescribed herein) an Officer's Certificate of the Issuer, and such Officer's Certificate shall be full warrant to the Indenture Trustee for any action taken, suffered or omitted by it on the faith thereof.

(v)The Indenture Trustee shall not have any obligations to see to the payment or discharge of any liens (other than the liens hereof) upon the Receivables, or to see to the application of any payment of the principal of or interest on any note secured thereby or to the delivery or transfer to any Person of any property released from any such lien, or to give notice to or make demand upon any mortgagor, mortgagee, trustor, beneficiary or other Person for the delivery or transfer of any such property. The Indenture Trustee (and any successor trustee or co-trustee in its individual capacity) nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens or encumbrances on the Receivables arising as a result of the Indenture Trustee (or such successor trustee or co-trustee, as the case may be) acting improperly in its capacity as Indenture Trustee (or such successor trustee or co-trustee, as the case may be).

(vi)The Indenture Trustee shall not be concerned with or accountable to any Person for the use or application of any deposited moneys or of any property or securities or the proceeds thereof that shall be released or withdrawn in accordance with the provisions hereof or of any property or securities or the proceeds thereof that shall be released from the lien hereof or thereof in accordance with the provisions hereof or thereof and the Indenture Trustee shall not have any liability for the acts of other parties that are not in accordance with the provisions hereof.

(cs)The rights, duties and liabilities of the Indenture Trustee in respect of the Receivables and this Indenture, in addition to those set forth in Section 5.01(a), shall be as follows:

(i)except during the continuance of an Event of Default with respect to the Notes, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and

(ii)the Indenture Trustee may, in the absence of bad faith on its part, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates

or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture, to the extent expressly set forth herein.

(ct)Subject to Section 4.12 hereof, in case an Event of Default actually known to a Responsible Officer of the Indenture Trustee with respect to the Notes has occurred and is continuing, the Indenture 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 their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.

(cu)No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i)this subsection shall not be construed to limit the effect of subsections (a), (b) or (c) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts;

(ii)the Indenture Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the directions of the Majority Noteholders, relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture with respect to the Notes; and

(iii)the Indenture Trustee shall not be required to take notice or deemed to have notice of, or charged with knowledge of a default, an Event of Default or a Early Amortization Event unless either (i) a Responsible Officer of the Indenture Trustee shall have actual knowledge of such default, Event of Default or Early Amortization Event or (ii) written notice of such default shall have been given by the Issuer or by any Noteholder to and received by a Responsible Officer of the Indenture Trustee and in the absence of such notice or actual knowledge, the Indenture Trustee may conclusively assume that there is no default, Event of Default or Early Amortization Event.

Section 5.02.    Notice of Defaults.

(cv)The Indenture Trustee, promptly but not later than two (2) Business Days after a Responsible Officer of the Indenture Trustee acquires actual knowledge of the occurrence of any Event of Default or any event which, after notice or lapse of time would become an Event of Default with respect to the Notes, shall notify the Issuer, the Noteholders and the Agent of any such event, unless all such events known to the Indenture Trustee shall have been cured before the giving of such notice or unless the same is rescinded and annulled, or waived by the Noteholders pursuant to Section 4.02 or Section 4.12. For the purpose of this Section 5.02, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to the Notes.

(cw)The Indenture Trustee also agrees, promptly but no later than two (2) Business Days after a Responsible Officer of the Indenture Trustee acquires actual knowledge of the occurrence of any default or event of default under the Receivables Purchase Agreement, to notify the Issuer, the Noteholders and the Agent of such default or event of default.

Section 5.03.    Certain Rights of Indenture Trustee.

Subject to the provisions of Section 5.01, in connection with this Indenture:

(cx)the Indenture Trustee may request and rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties as may be required by such party or parties pursuant to the terms of this Indenture;

(cy)any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order;

(cz)whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate;

(da)the Indenture Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel rendered thereby shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(db)the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction;

(dc)the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note, debenture, coupon, other evidence of indebtedness or other paper or document, unless requested in writing to do so by the Controlling Class Majority Noteholders; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it, in the opinion of the Indenture Trustee, is not assured to it by the security afforded to it under this Indenture, then it may request indemnity reasonably satisfactory to it before making such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney;

(dd)the Indenture Trustee may, subject to Section 5.04, execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys of the Indenture Trustee; provided, that the Indenture Trustee shall not be responsible for any negligence on the part of any such attorneys or agents appointed by the Indenture Trustee with due care;

(de)the Indenture Trustee shall not be required to provide any surety, bond or note of any kind in connection with the execution or performance of its duties hereunder;

(df)except with respect to the representations made by it in Section 5.06 (and the certificate of authenticity on the Notes), the Indenture Trustee shall not make any representations as to the validity or sufficiency of this Indenture or the Notes;

(dg)the Indenture Trustee shall not at any time have any responsibility or liability with respect to the legality, validity or enforceability of the Receivables other than its failure to act in accordance with the terms of this Indenture;

(dh)the Indenture Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory to the Indenture Trustee against the costs, expenses and liabilities which may be incurred therein or thereby;

(di)anything in this Indenture to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action;

(dj)the right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act; and

(dk)the Indenture Trustee in its individual or any other capacity may become the owner or pledgee

of Notes with the same rights it would have if it were not Indenture Trustee, and may otherwise deal with the parties hereto.

(dl)the Securities Intermediary, the Note Registrar and the Authenticating Agent shall be entitled to all of the rights benefits, immunities, indemnities and protections of the Indenture Trustee set forth in this Article V.

None of the provisions contained in this Indenture shall in any event require the Indenture Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

Seciton 5.04.    Compensation and Reimbursement.

(dm)Subject to Section 5.04(b), the Issuer hereby agrees:

(1) to pay or cause to be paid to Wells Fargo Bank N.A. in its capacities as Indenture Trustee, Certificate Registrar, Securities Intermediary, Authenticating Agent and Note Registrar, on a monthly basis, the Indenture Trustee Fee as compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and all reasonable expenses (including the reasonable expenses of its counsel), disbursements and advances incurred or made by the Indenture Trustee in connection with this Indenture, the Receivables or the Notes; provided, that the Issuer shall have no obligation to pay the Indenture Trustee's overhead or other internal costs or expenses;

(2) to reimburse, indemnify and hold harmless Wells Fargo Bank N.A. in its capacities as Indenture Trustee, Certificate Registrar, Securities Intermediary, Authenticating Agent and Note Registrar and any director, officer, employee, agent, Affiliate or Control Person of Wells Fargo Bank N.A. in its capacities as Indenture Trustee, Certificate Registrar, Securities Intermediary, Authenticating Agent and Note Registrar for any loss, liability, expense or disbursements (including without limitation costs and expenses of litigation, and of investigation, reasonable counsel fees, damages, judgments and amounts paid in settlement) incurred in connection with the acceptance of performance of the trusts and duties by Wells Fargo Bank N.A. in its capacities as Indenture Trustee, Securities Intermediary, Authenticating Agent, Note Registrar and Certificate Registrar with respect to any Transaction Documents (other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties, or as may arise from a breach of any representation or warranty of the Indenture Trustee set forth herein).

With respect to any third party claim:

(i)the Indenture Trustee shall give the Issuer, the Noteholders and the Agent written notice thereof promptly after the Indenture Trustee shall have knowledge thereof;

(ii)while maintaining control over its own defense, the Indenture Trustee shall cooperate and consult fully with the Issuer in preparing such defense; and

(iii)notwithstanding the foregoing provisions of this Section 5.04(a), the Indenture Trustee shall not be entitled to reimbursement out of the Note Payment Account for settlement of any such claim by the Indenture Trustee entered into without the prior consent of the Issuer, which consent shall not be unreasonably withheld or delayed.

The Indenture Trustee agrees to fully perform its duties under this Indenture notwithstanding any failure on the part of the Issuer to make any payments, reimbursements or indemnifications to the Indenture Trustee pursuant to this Section 5.04(a); provided, however, that (subject to Section 5.04(b)) nothing in this Section 5.04 shall be construed to limit the exercise by the Indenture Trustee of any right or remedy permitted under this Indenture in the event of the Issuer's failure to pay any sums due the Indenture Trustee pursuant

to this Section 5.04.

(dn)The obligations of the Issuer set forth in Section 5.04(a) are nonrecourse obligations solely of the Issuer and will be payable only from the Trust Estate in accordance with Section 2.10(c). The Indenture Trustee hereby agrees that it has no rights or claims against the Issuer directly and shall only look to the Trust Estate to satisfy the Issuer's obligations under Section 5.04(a). The Indenture Trustee also hereby agrees not to file or join in filing any petition in bankruptcy or commence any similar proceeding in respect of the Issuer.

(do)The obligations of the Issuer under this Section 5.04 shall survive the termination of this Indenture, the payment of the Notes and the resignation or removal of the Indenture Trustee.

Section 5.05.    Corporate Indenture Trustee Required; Eligibility.

The Issuer hereby agrees, for the benefit of the Noteholders, that there shall at all times be an Indenture Trustee hereunder which (i) is Wells Fargo Bank, N.A., or (ii) shall be a bank (within the meaning of Section 2(a)(5) of the 1940 Act) organized and doing business under the laws of the United States or any state thereof, authorized under such laws to exercise corporate trust powers, having aggregate capital, surplus and undivided profits of at least $100,000,000, and subject to supervision or examination by federal or state authority, the long term debt of which is rated not lower than “A” by the Rating Agency. If such bank publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital, surplus and undivided profits of such bank shall be deemed to be its combined capital, surplus and undivided profits as set forth in its most recent report of condition so published. The Indenture Trustee shall at all times meet the requirements of Section 26(a)(1) of the 1940 Act and shall in no event be an Affiliate of the Issuer or an Affiliate of any Person involved in the organization or operation of the Issuer or be directly or indirectly controlled by the Issuer. If at any time a Responsible Officer of the Indenture Trustee becomes aware that the Indenture Trustee has ceased to be eligible in accordance with the provisions of this Section 5.05, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

Section 5.06.    Authorization of Indenture Trustee.

The Indenture Trustee represents and warrants as to itself: that it is duly authorized under applicable federal law and the law of the state of its organization, its charter and its by-laws to execute and deliver this Indenture, and to perform its obligations hereunder, including, without limitation, that it is duly authorized to accept the Grant to it for the benefit of the Noteholders of the Trust Estate and is authorized to authenticate the Notes, and that all corporate action necessary or required therefor has been duly and effectively taken or obtained and all federal and state governmental consents and approvals required with respect thereto have been obtained.

Section 5.07.    Merger, Conversion, Consolidation or Succession to Business.

Any corporation, bank, trust company or association into which the Indenture Trustee may be merged or converted or with which it may be consolidated, or any corporation, bank, trust company or association resulting from any merger, conversion or consolidation to which the Indenture Trustee shall be a party, or any corporation, bank, trust company or association succeeding to all or substantially all the corporate trust business of the Indenture Trustee, shall be the successor of the Indenture Trustee hereunder; provided, that such corporation, bank, trust company or association shall be otherwise qualified and eligible under this Article V, without the execution or filing of any paper or any further act on the part of any of the parties hereto.

Section 5.08.    Resignation and Removal; Appointment of Successor.

(dp)No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article V shall become effective until (i) the acceptance of appointment by the successor Indenture Trustee in accordance with the applicable requirements of Section 5.09 and (ii)

repayment to the predecessor Indenture Trustee of all unpaid fees and expenses.

(dq)The Indenture Trustee may resign at any time by giving written notice thereof to the Issuer and the Agent. If the respective instruments of acceptance by a successor Indenture Trustee required by Section 5.09 shall not have been delivered to each such party within 30 days after the giving of such notice of resignation, the resigning Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

(dr)The Indenture Trustee may be removed at any time by the Majority Noteholders and notice of such action by the Noteholders shall be delivered to the Indenture Trustee and the Issuer.

(ds)If at any time:

(i)the Indenture Trustee shall cease to be eligible under Section 5.05, or the representations of the Indenture Trustee in Section 5.06 shall prove to be untrue in any material respect, and the Indenture Trustee shall fail to resign after written request therefor by the Issuer or Noteholders of 10% or more of the aggregate Note Principal Balance of the Outstanding Notes; or

(ii)the Indenture Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Indenture Trustee or of its property shall be appointed or any public officer shall take charge or control of the Indenture Trustee or its property or affairs for the purpose of rehabilitation, conservation or liquidation;

then, in any such case, (i) the Issuer may remove the Indenture Trustee, or (ii) subject to Section 4.13, any Noteholder may, on its own behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.

(dt)If the Indenture Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Indenture Trustee for any cause, the Issuer shall promptly remove the Indenture Trustee and appoint a successor Indenture Trustee, subject to the Agent's consent, who shall comply with the applicable requirements of Section 5.09. If, within 60 days after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Indenture Trustee shall not have been appointed by the Issuer and shall not have accepted such appointment in accordance with the applicable requirements of Section 5.09, then a successor Indenture Trustee shall be appointed by the Majority Noteholders by notice delivered to the Issuer and the retiring Indenture Trustee, and the successor Indenture Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 5.09, become the successor Indenture Trustee with respect to the Notes.

If, within 120 days after such resignation, removal or incapacity, or the occurrence of such vacancy, no successor Indenture Trustee shall have been so appointed and accepted appointment in the manner required by Section 5.09, the resigning Indenture Trustee may, on its own behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

(du)The Issuer shall give notice of any resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee by giving notice of such event to the Noteholders. Each notice shall include the name of the successor Indenture Trustee and the address of its Corporate Trust Office.

Section 5.09.    Acceptance of Appointment by Successor.

In case of the appointment hereunder of a successor Indenture Trustee, the successor Indenture Trustee so appointed shall execute, acknowledge and deliver to the Issuer, the Agent and the retiring Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Indenture Trustee shall become effective and such successor Indenture Trustee without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Indenture Trustee; but, on the request of the Issuer or the successor Indenture Trustee such retiring Indenture Trustee shall, upon payment of each of its fees and expenses, execute and deliver an instrument transferring to such successor

Indenture Trustee all the rights, powers and trusts of the retiring Indenture Trustee shall duly assign, transfer and deliver to such successor Indenture Trustee all property and money held by such retiring Indenture Trustee hereunder, and shall take such action as may be requested by the Administrator on behalf of the Issuer to provide for the appropriate interest in the Trust Estate to be vested in such successor Indenture Trustee, but shall not be responsible for the recording of such documents and instruments as may be necessary to give effect to the foregoing.

Upon request of any such successor Indenture Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Indenture Trustee all such rights, powers and trusts referred to in this Section 5.09.

No successor Indenture Trustee shall accept its appointment unless at the time of such acceptance such successor Indenture Trustee shall be qualified and eligible under this Article V.

Section 5.10.    Unclaimed Funds.

The Indenture Trustee is required to hold any payments received by it with respect to the Notes that are not paid to the Noteholders in trust for the Noteholders. Notwithstanding the foregoing, at the expiration of two (2) years following the Final Payment Date for the Notes, any moneys set aside in accordance with Section 2.10(b) for payment of principal, interest and other amounts on such Notes remain unclaimed by any lawful owner thereof, such unclaimed funds and, to the extent required by applicable law, any accrued interest thereon shall be remitted to the Issuer to be held in trust by the Issuer for the benefit of the applicable Noteholder until distributed in accordance with applicable law, and all liability of the Indenture Trustee with respect to such money shall thereupon cease; provided, that the Indenture Trustee, before being required to make any such repayment, may, at the expense of the applicable Noteholder, payable out of such unclaimed funds, to the extent permitted by applicable law, and otherwise at the expense of the Issuer, cause to be published at least once but not more than three times in two newspapers in the English language customarily published on each Business Day and of general circulation, in New York, New York, a notice to the effect that such moneys remain unclaimed and have not been applied for the purpose for which they were deposited, and that after a date specified therein, which shall be not less than 30 days after the date of first publication of said notice, any unclaimed balance of such moneys then remaining in the hands of the Indenture Trustee will be paid to the Issuer upon its written directions to be held in trust for the benefit of the applicable Noteholder until distributed in accordance with applicable law. Any successor to the Issuer through merger, consolidation or otherwise or any recipient of substantially all the assets of the Issuer in a liquidation of the Issuer shall remain liable for the amount of any unclaimed balance paid to the Issuer pursuant to this Section 5.10.        

Section 5.11.    Illegal Acts.

No provision of this Indenture or any amendment or supplement hereto shall be deemed to impose any duty or obligation on the Indenture Trustee to do any act in the performance of its duties hereunder or to exercise any right, power, duty or obligation conferred or imposed on it, which under any present or future law shall be unlawful, or which shall be beyond the corporate powers, authorization or qualification of the Indenture Trustee.

Section 5.12.    Communications by the Indenture Trustee.

The Indenture Trustee shall send to the Issuer, within one (1) Business Day after the Maturity Date thereof, if any principal of or interest on such Notes due and payable hereunder is not paid, a written demand for payment thereof.

Section 5.13.    Separate Indenture Trustees and Co-Trustees.

(dv)Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting

legal requirements applicable to it in the performance of its duties hereunder, the Indenture Trustee shall have the power to, and shall execute and deliver all instruments to, appoint one or more Persons to act as separate trustees or co-trustees hereunder, jointly with the Indenture Trustee, of any of the Trust Estate subject to this Indenture, and any such Persons shall be such separate trustee or co-trustee, with such powers and duties consistent with this Indenture as shall be specified in the instrument appointing such Person but without thereby releasing the Indenture Trustee from any of its duties hereunder. If the Indenture Trustee obtains the consent of the Agent and the Issuer to the retention of any such separate trustee or co-trustee, the Indenture Trustee shall not be responsible for any fees or expenses of any such separate trustee or co-trustee. If the Indenture Trustee shall request the Issuer to do so, the Issuer shall join with the Indenture Trustee in the execution of such instrument, but the Indenture Trustee shall have the power to make such appointment without making such request. A separate trustee or co-trustee appointed pursuant to this Section 5.13 need not meet the eligibility requirements of Section 5.05.

(dw)Every separate trustee and co-trustee shall, to the extent not prohibited by law, be subject to the following terms and conditions:

(i)the rights, powers, duties and obligations conferred or imposed upon such separate or co-trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate or co-trustee jointly, as shall be provided in the appointing instrument, except to the extent that under any law of any jurisdiction in which any particular act is to be performed any nonresident trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or co-trustee;

(ii)all powers, duties, obligations and rights conferred upon the Indenture Trustee, in respect of the custody of all cash deposited hereunder shall be exercised solely by the Indenture Trustee; and

(iii)the Indenture Trustee may at any time by written instrument accept the resignation of or remove any such separate trustee or co-trustee, and, upon the request of the Indenture Trustee, the Issuer shall join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to make effective such resignation or removal, but the Indenture Trustee shall have the power to accept such resignation or to make such removal without making such request. A successor to a separate trustee or co-trustee so resigning or removed may be appointed in the manner otherwise provided herein.

(dx)Such separate trustee or co-trustee, upon acceptance of such trust, shall be vested with the estates or property specified in such instrument, jointly with the Indenture Trustee, and the Indenture Trustee shall take such action as may be necessary to provide for (i) the appropriate interest in the Trust Estate to be vested in such separate trustee or co-trustee, (ii) the execution and delivery of any transfer documentation or note powers that may be necessary to give effect to transfer of the Receivables to the co-trustee. Any separate trustee or co-trustee may, at any time, by written instrument, constitute the Indenture Trustee its agent or attorney in fact with full power and authority, to the extent permitted by law, to do all acts and things and exercise all discretion authorized or permitted by it, for and on behalf of it and in its name. If any separate trustee or co-trustee shall be dissolved, become incapable of acting, resign, be removed or die, all the estates, property, rights, powers, trusts, duties and obligations of said separate trustee or co-trustee, so far as permitted by law, shall vest in and be exercised by the Indenture Trustee, without the appointment of a successor to said separate trustee or co-trustee, until the appointment of a successor to said separate trustee or co-trustee is necessary as provided in this Indenture.

(dy)Any notice, request or other writing, by or on behalf of any Noteholder, delivered to the Indenture Trustee shall be deemed to have been delivered to all separate trustees and co-trustees.

(dz)Although co-trustees may be jointly liable, no co-trustee or separate trustee shall be severally liable by reason of any act or omission of the Indenture Trustee or any other such trustee hereunder.

ARTICLE VI

REPORTS TO NOTEHOLDERS

Section 6.01.        Reports to Noteholders and Others.

(ea)Based on information provided to the Indenture Trustee by the Servicer pursuant to the Servicing Contracts and the Transaction Documents, the Indenture Trustee shall prepare, or cause to be prepared, and deliver by first class mail or electronic means on each Payment Date, or as soon thereafter as is practicable, to the Issuer, any Interested Person, each Noteholder and Certificateholder or any of their designees (the “Interested Parties”) a statement in respect of the payments made on such Payment Date setting forth the information set forth in Exhibit F hereto (the “Trustee Report”). On each Payment Date, the Indenture Trustee shall make the Trustee Report available each month to the Agent and Interested Parties via the Indenture Trustee's internet website. The Indenture Trustee's internet website shall initially be located at www.ctslink.com which may be accessed by Interested Parties with the use of an assigned password. The Indenture Trustee shall provide reasonable assistance in using the website to users that call the Indenture Trustee's customer service desk at (866) 846-4526. Parties that are unable to use the above distribution options are entitled to have a paper copy mailed to them via first class mail by calling the customer service desk and indicating the need for assistance. The Indenture Trustee shall have the right to change the way the Trustee Report is distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Indenture Trustee shall provide timely and adequate notification to all above parties regarding any such changes. As a condition to access to the Indenture Trustee's internet website, the Indenture Trustee may require registration and the acceptance of a disclaimer. The Indenture Trustee shall be entitled to rely on, but shall not be responsible for the content or accuracy of, any information provided to it by any other party in accordance with the Transaction Documents and may affix thereto any disclaimer it deems appropriate in its reasonable discretion.

(eb)Within a reasonable period of time after the end of each calendar year, upon request unless required pursuant to the Code (but in no event more than 60 days following the end of such calendar year), the Indenture Trustee shall prepare, or cause to be prepared, and mail to each Person who at any time during the calendar year was a Noteholder (i) a statement containing the aggregate amount of principal and interest payments on the Notes for such calendar year or applicable portion thereof during which such person was a Noteholder and (ii) such other customary information as the Indenture Trustee deems necessary or desirable for Noteholders to prepare their federal, state and local income tax returns. The obligations of the Indenture Trustee in the immediately preceding sentence shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Indenture Trustee pursuant to any requirements of the Code. The Indenture Trustee shall, to the extent required under the Code or Treasury Regulations or similar state laws, prepare or cause to be prepared, and provide and file any required IRS Forms 1099 or similar state tax forms relating to the Notes. As soon as practicable following the request of any Noteholder in writing, the Indenture Trustee shall furnish to such Noteholder such information regarding the Receivables as such holder may reasonably request.

Section 6.02.    Servicer Reports.

(a)By no later than the 4^th Business Day before each Payment Date, the Servicer shall deliver to the Agent, Issuer, Indenture Trustee, and Verification Agent a report in the form of Exhibit C hereto (the “Monthly Servicer Report”) (in electronic form) listing, among other things, (i) each Event of Default and Early Amortization Event for each Securitization Trust with a yes or no answer beside each indicating whether each possible Event of Default and Early Amortization Event has occurred as of the end of the preceding Collection Period, and (ii) the information described in Exhibit C with respect to the Aggregate Receivables and the Securitization Trusts. The Monthly Servicer Report shall also be accompanied by an Officer's Certificate of the Seller and the Depositor certifying to the risk retention requirements set forth in Section 8.07 of the Receivables Purchase Agreement. The Servicer shall deliver the Monthly Servicer Report to the Issuer, the Indenture Trustee, the Agent and the Verification Agent (i) on the date on which the initial Funding

Notice is delivered in accordance with Section 7.02 and (ii) by no later than four (4) Business Days prior to each Payment Date.

(b)In addition, no later than the second Business Day before each Payment Date, the Servicer shall deliver to the Issuer, the Indenture Trustee, the Verification Agent and the Agent a report in substantially the form of Exhibit D-1 hereto (the “Preliminary Payment Date Report”) containing the information described in Exhibit D-1. Each Preliminary Payment Date Report shall also (A) state the Aggregate Class A Collateral Value, Aggregate Class B Collateral Value, Aggregate Class C Collateral Value and Aggregate Class D Collateral Value as of the end of the preceding Collection Period and as of the end of the preceding Accrual Period, (B) demonstrate that the Collateral Coverage Requirement was met at such times and (C) contain any other information necessary for the Indenture Trustee to make the payments required by Section 2.10 on such Payment Date and all information necessary for the Indenture Trustee to send statements to Noteholders pursuant to Section 6.01(a) and such additional information as may be reasonably requested by the Indenture Trustee, the Agent or the Verification Agent from time to time. By 4:00 PM Eastern time one (1) Business Day prior to each Payment Date, the Servicer shall deliver to the Issuer, the Indenture Trustee, the Verification Agent, the Agent and each Rating Agency, a report in substantially the form of Exhibit D-2 hereto (the “Payment Date Report”) containing the information described in Exhibit D-2. Each Payment Date Report shall also (A) state the Aggregate Class A Collateral Value, Aggregate Class B Collateral Value, Aggregate Class C Collateral Value and Aggregate Class D Collateral Value as of the end of the preceding Collection Period and as of the end of the preceding Accrual Period, (B) demonstrate that the Collateral Coverage Requirement was met at such times and (C) contain any other information necessary for the Indenture Trustee to make the payments required by Section 2.10 on such Payment Date and all information necessary for the Indenture Trustee to send statements to Noteholders pursuant to Section 6.01(a) and such additional information as may be reasonably requested by the Indenture Trustee, the Agent or the Verification Agent from time to time.

(c)By no later than 3:00 PM Central time one (1) Business Day prior to each Funding Date if such Funding Date involves a sale and/or contribution of the Initial Receivables or any Additional Receivables, the Servicer shall deliver to the Issuer, the Indenture Trustee, the Verification Agent and the Agent a report in substantially the form of Exhibit E-1 hereto (each, a “Preliminary Funding Date Report”) containing an estimate of the information described in Exhibit E-1 and (A) listing all proposed Additional Receivables to be purchased as of the close of business on such Funding Date (summarized in each case by Pool Level Advances, Loan Level P&I Advances (Non-Judicial States), Loan Level P&I Advances (Judicial States), Corporate Advances (Non-Judicial States), Corporate Advances (Judicial States), Escrow Advances (Non-Judicial States) and Escrow Advances (Judicial States) for each Securitization Trust at such date and including each Loan Level P&I Advance and Servicing Advance by loan number), (B) stating an estimate of the aggregate amount of the Cash Purchase Price to be paid on the Funding Date, (C) demonstrating that the Collateral Coverage Requirement will be met after giving effect to any increases in the Note Principal Balance on such Funding Date and (D) containing such additional information as may be reasonably requested by the Indenture Trustee, the Agent or the Verification Agent from time to time.

By no later than 10:00 AM Central time on the Funding Date if such Funding Date involves a sale and/or contribution of the Initial Receivables or any Additional Receivables, the Servicer shall deliver to the Issuer, the Indenture Trustee, the Verification Agent and the Agent a report in substantially the form of Exhibit E-2 hereto (each, a “Funding Date Report”) containing the information described in Exhibit E-2 and (A) listing all Additional Receivables to be purchased as of the close of business on such Funding Date (summarized in each case by Pool Level Advances, Loan Level P&I Advances (Non-Judicial States), Loan Level P&I Advances (Judicial States), Corporate Advances (Non-Judicial States), Corporate Advances (Judicial States), Escrow Advances (Non-Judicial States) and Escrow Advances (Judicial States) for each

Securitization Trust at such date and including each Loan Level P&I Advance and Servicing Advance by loan number), (B) stating the aggregate amount of the Cash Purchase Price to be paid on the Funding Date, (C) demonstrating that the Collateral Coverage Requirement will be met after giving effect to any increases in the Note Principal Balance on such Funding Date and (D) containing such additional information as may be reasonably requested by the Indenture Trustee, the Agent or the Verification Agent from time to time.

(d)Notwithstanding anything contained herein to the contrary, none of the Verification Agent (except as described in the Verification Agent Letter), the Indenture Trustee nor the Agent shall have any obligation to verify or recalculate any information provided to them by the Servicer.

Section 6.03.    Access to Certain Information.

(ec)The Indenture Trustee shall afford to the Issuer, the Agent, the Servicer, the Seller and any Holder or Holders of Notes, and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Noteholder, access to any documentation regarding the Receivables within its control that may be required to be provided under this Indenture or by applicable law. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Indenture Trustee designated by it.

(ed)The Indenture Trustee shall maintain at its office primarily responsible for administration of the Trust Estate and shall deliver to the Issuer, the Servicer, the Seller, the Agent and any Noteholder or Person identified to the Indenture Trustee as a prospective transferee of a Note or an interest therein (at the reasonable request and expense of the requesting party), copies of the following items (to the extent that such items have been delivered to the Indenture Trustee or the Indenture Trustee can cause such items to be delivered to it without unreasonable burden or expense): (i) this Indenture, the Receivables Purchase Agreement and any amendments hereto or thereto; (ii) all reports prepared by, and all reports delivered to, the Indenture Trustee or the Servicer since the Closing Date; (iii) all Officer's Certificates delivered by the Servicer since the Closing Date and all Officer's Certificates delivered by the Issuer since the Closing Date pursuant to Section 9.08 of this Indenture; (iv) all accountants' reports caused to be delivered by the Servicer since the Closing Date; and (v) each of the Receivables Files. The Indenture Trustee shall make available copies of any and all of the foregoing items upon request of any party set forth in the previous sentence. However, the Indenture Trustee shall be permitted to require of such party the payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies as are requested by such party.

ARTICLE VII

FUNDING ACCOUNT; PURCHASE OF ADDITIONAL RECEIVABLES

Section 7.01.    Funding Account.

On each Funding Date, the Indenture Trustee shall deposit or cause to be deposited into the Funding Account based on the information set forth in the Funding Date Report: (i) the aggregate amount of the Initial Note Balance or any Additional Note Balances, as applicable, purchased by the Note Purchasers pursuant to the Note Purchase Agreement on such Funding Date (to the extent that the Excess Amount is insufficient to pay the Cash Purchase Price with respect to the Additional Receivables to be acquired by the Issuer on such Funding Date); and (ii) the Excess Amount, if any, on deposit in the Reimbursement Account to the extent required to fund the Cash Purchase Price of the Initial Receivables or any Additional Receivables on such Funding Date pursuant to Section 2.10(d)(v). On each Funding Date, subject to satisfaction of the Funding Conditions and the other requirements of Section 7.02, the Indenture Trustee shall withdraw from the Funding Account and pay to the Servicer the Cash Purchase Price for the Additional Receivables to be acquired by the Issuer on such Funding Date; provided, however, that on each Funding Date, subject to satisfaction of the Funding Conditions and the other requirements of Section 7.02, the Indenture Trustee shall, with respect to Additional Receivables consisting of Delinquency Advances required to be made by the Servicer on such Funding Date to one or more Securitization Trustees (and which have not yet been

funded by the Servicer), withdraw from the Funding Account and pay to the appropriate Securitization Trustee the aggregate Cash Purchase Price with respect to such Delinquency Advances payable to such Securitization Trustee, on behalf of the Seller/Servicer, in accordance with the instructions of the Servicer set forth in the related Funding Notice; provided, further, that the Funding Notice and Funding Date Report related to any such Delinquency Advance required to be made by the Servicer on such Funding Date shall be delivered no later than 10:00 AM Eastern time (or such other time as the Servicer, the Seller, the Agent and the Indenture Trustee may mutually agree) on such Funding Date.

Section 7.02.    Purchase of Receivables.

With respect to Delinquency Advances, Servicing Advances and Legacy Deferred Servicing Fees, (i) one (1) Business Day prior to each Funding Date by no later than 3:00 PM Central time, the Seller shall deliver a Funding Notice and, pursuant to Section 6.02(c), a Preliminary Funding Date Report and (ii) on each Funding Date by no later than 10:00 AM Central time, the Seller shall deliver, pursuant to Section 6.02(c), a Funding Date Report, each to the Indenture Trustee and the Agent. The Administrator shall certify in the Funding Notice that the Funding Conditions set forth in clauses (ii), (iv), (v), (vi), (vii), (viii), (xii), (xiii) and (xiv) of this Section 7.02 have been satisfied and, on the Funding Date, the Seller shall re-certify that such Funding Conditions are satisfied. Upon receipt of the Funding Notice and Funding Date Report by the Indenture Trustee and confirmation by the Indenture Trustee that the Funding Conditions set forth in clauses (i) (as to the Indenture Trustee's receipt), (iii), (iv) (based on the Funding Notice), (ix), (x), (xi), (xii) and (xiv) of this Section 7.02 have been satisfied on or prior to such Funding Date (provided that with respect to conditions (i), (iii), (xii), (xiii) and (xiv), that the Indenture Trustee has not received notice from the Agent or any Noteholder that such condition has not been satisfied), on the Funding Date the Indenture Trustee shall apply funds on deposit in the Funding Account in the manner specified in Section 7.01 with respect to such related Additional Note Balance; provided, that the Indenture Trustee shall not fund the Cash Purchase Price of such Additional Note Balance if it receives notice from the Issuer or the Agent that any of the Funding Conditions have not been satisfied. In the event that the Indenture Trustee determines that any of the Funding Conditions set forth in clauses (i), (iii), (iv) (based on the information set forth in the Funding Notice), (ix), (x), (xi) or (xii) of this Section 7.02 have not been satisfied on or prior to such Funding Date, the Indenture Trustee shall promptly notify the Administrator and the Agent.

The funding by the Indenture Trustee of the Cash Purchase Price with respect to any Initial Receivable or Additional Receivable, as applicable, shall be subject to the satisfaction on the related Funding Date of the following conditions precedent (the “Funding Conditions”):

(i)the Issuer shall have delivered (or caused to be delivered) to the Indenture Trustee and the Agent the related Schedule of Initial Receivables or Schedule of Additional Receivables, as applicable, along with the applicable Funding Notice and Bill of Sale pursuant to the Receivables Purchase Agreement;

(ii)as of such Funding Date, neither the Seller nor the Issuer shall (A) be insolvent, (B) be made insolvent by the transfer of the related Receivables or (C) have reason to believe that its insolvency is imminent;

(iii)the Funding Period shall not have terminated;

(iv)as of such Funding Date (after giving effect to the transfer of the related Receivables on such Funding Date), the Collateral Coverage Requirement shall be satisfied;

(v)each of the representations and warranties made by the Seller under the Receivables Purchase Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such Funding Date with the same effect as if then made and each of the Seller and the Issuer shall have performed all obligations to be performed by it under the Transaction

Documents on or prior to such Funding Date;

(vi)the Seller or the Issuer shall have taken any action requested by the Indenture Trustee or the Noteholders required to maintain the ownership interest of the Issuer and the first priority lien of the Indenture Trustee in the Trust Estate;

(vii)all conditions precedent to the transfer of the related Receivables pursuant to the Receivables Purchase Agreement shall have been fulfilled as of such Funding Date;

(viii)sufficient funds are on deposit in the Funding Account (after giving effect to the purchase by the Variable Funding Noteholders of Additional Note Balances) to pay the full Cash Purchase Price with respect to such Receivables;

(ix)(A) the Verification Agent has not resigned without the appointment of a successor verification agent, and (B) the Indenture Trustee has received confirmation from the Verification Agent that the verification procedures have been performed in accordance with the Verification Agent letter to the satisfaction of the Verification Agent;

(x)commencing with the first Funding Date after the Initial Funding Date, an amount equal to not less than the Expense Reserve is on deposit in the Reimbursement Account (after taking into account the purchase of the related Additional Receivables);

(xi)the Note Principal Balance is equal to or less than the Maximum Note Balance, after taking into account the proposed increase in the Note Principal Balance;

(xii)a Funding Interruption Event, an Early Amortization Event or an Event of Default shall not have occurred and be continuing;

(xiii)(A) on any date of determination following July 2, 2012, the Agent shall have received consent or acknowledgment notices from the Securitization Trustee of each Securitization Trust to the extent required by the terms of the related Servicing Contract either consenting to or acknowledging the receipt of notice from the Seller of, the pledge and assignment of the Receivables to the Issuer as an “Advancing Person” and that to the extent that there is an “Advance Facility” referenced in the applicable Servicing Contract or, with respect to any Subserviced Securitization Trust, any Related Servicing Contract related to any Securitization Trust, the Transaction Documents shall be the “Advance Facility” (as and to the extent such terms or terms of substantially similar import are used in such Servicing Contract); (B) with respect to the Initial Funding Date and each subsequent Funding Date on which any of Schedules I through III contain one or more Securitization Trusts pursuant to Section 7.04 that were not included on such schedule on the prior Funding Date, the Agent and the Indenture Trustee shall have received MSR Transfer Evidence reasonably satisfactory to the Agent; and (C) with respect to each Securitization Trust described in clause (ii) of the definition thereof, any third party financing the related owner of the Mortgage Loans shall have received notice from the Seller of and consented to the pledge and assignment of the Receivables to the Issuer as an “Advancing Person” to the extent that there is an “Advance Facility” referenced in the applicable Servicing Contract or, with respect to any Subserviced Securitization Trust, any Related Servicing Contract related to any Securitization Trust and that the Transaction Documents shall be the “Advance Facility” (as and to the extent such terms or terms of substantially similar import are used in such Servicing Contract);

(xiv)with respect to the Initial Funding Date and each subsequent Funding Date on which any of Schedules I through III contain one or more Securitization Trusts that were not included on such schedule on the prior Funding Date, the Agent and the Indenture Trustee shall have received evidence reasonably satisfactory to the Agent of (A) the completion of all recordings, registrations and filings as may be necessary or, in the reasonable opinion of the Agent, desirable to perfect or evidence the assignment by the Seller to the Depositor of the Seller's ownership interest in the Aggregate Receivables and the proceeds thereof and the assignment by the Depositor to the Issuer of the Depositor's ownership interest in the Aggregate Receivables and the proceeds thereof and (B) the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable

opinion of the Agent, desirable to perfect or evidence the Grant of a first priority perfected security interest in the Issuer's ownership interest in the Trust Estate, in favor of the Indenture Trustee, subject to no Liens prior to the Lien created by the Indenture.

Section 7.03.    Addition and Removal of Servicing Contracts.

(a)From time to time during the Funding Period, the Issuer may request the Agent's consent to add transactions to the definition of “Securitization Trusts”, and such additional transactions may be added to the definition of “Securitization Trusts” with the written consent of the Agent (such consent at the sole discretion of the Agent).  The Issuer understands and acknowledges that the Agent does not hereby commit to add any such transactions and any agreement to do so is subject to completion by the Agent of due diligence to its satisfaction regarding such transactions and execution of such additional documentation as the Agent deems appropriate in its sole discretion (such sole discretion to be exercised in good faith with regard to any such request to add transactions to the definition of “Securitization Trusts”). The Issuer shall promptly notify the Indenture Trustee and the Verification Agent of any such designation of additional Securitization Trusts and shall provide certification to the Indenture Trustee in writing that the related Servicing Contract is an Eligible Servicing Contract and that all financing statements or amendments to financing statements as necessary to perfect the security interests of the Depositor, Issuer and Indenture Trustee have been filed. Upon execution by both the Administrator and the Issuer of an updated Assignment of Receivables and Schedules of Securitization Trusts substantially in the form of Exhibit H hereto, and satisfaction of the conditions set forth in this Section 7.03 and Section 7.04, as applicable, the definition of “Securitization Trusts” shall include all transactions set forth on the updated schedules of Securitization Trusts attached to the related Assignment of Receivables and Schedules of Securitization Trusts and the Seller shall thereupon sell to the Depositor and the Depositor shall thereupon sell and/or contribute all of its right, title and interest in, to and under all Receivables arising under each Securitization Trust on the schedules of Securitization Trusts attached to the related Assignment of Receivables and Schedules of Securitization Trusts.

(b)The Issuer may remove from the definition of Securitization Trust, any Securitization Trust with respect to which (i) the Servicer has transferred its rights as Servicer, (ii) (A) Nationstar as Servicer shall have given or received a notice of resignation or termination under one or more Servicing Contracts and/or (B) with respect to any Subserviced Securitization Trusts, the related MSR Seller, as servicer, shall have given or received a notice of resignation or termination or ceased to exist as a corporate entity under one or more Related Servicing Contracts or (iii) a Discount Factor Reduction Event shall have occurred and still be in effect; provided, however, that the Issuer shall so remove transactions solely upon the occurrence of both (i) the sum of the Aggregate Collateral Value as of such date plus the Variable Funding Note Collateral Value and the Term Note Collateral Value of any Additional Receivables proposed to be purchased on the immediately succeeding Funding Date under the terms and provisions of the Transaction Documents being greater than the Maximum Note Balance (such, a “Funding Imbalance”) and (ii) the Agent having rejected any proposal of the Seller, the Depositor or the Issuer to amend or modify the definition of “Maximum Note Balance” pursuant to the terms and provisions of the Indenture subsequent to the determination of a Funding Imbalance; provided, further, that in connection with any such sale and purchase of the outstanding unreimbursed Receivables with respect to a removed Securitization Trust, all Receivables related to such Securitization Trust must be so purchased, and a partial purchase shall not be permitted; provided, further, that the Issuer shall so remove Securitization Trusts such that the aggregate Receivables Balance with respect thereto is the smallest amount necessary to correct any Funding Imbalance as of such date.  The Issuer shall promptly notify the Indenture Trustee of any such designation or removal and shall be able to remove any Securitization Trust, in addition to the conditions precedent set forth above in this Section 7.03, upon the Indenture Trustee having received certification from the Seller in writing that it has filed all financing statements or amendments to financing statements as necessary.The Issuer may sell the unreimbursed Receivables with respect to a removed Securitization Trust to the Seller in accordance with Section 2.19.

Section 7.04    Removal of Subserviced Securitization Trusts.

On or prior to the Closing Date, the Seller, pursuant to the Receivables Purchase Agreement, shall deliver to the Agent such MSR Transfer Evidence with respect to all Securitization Trusts that are not Subserviced Securitization Trusts. Promptly after the Seller obtains complete MSR Transfer Evidence with respect to a Subserviced Securitization Trust, the Seller, pursuant to the Receivables Purchase Agreement, shall deliver to the Agent such MSR Transfer Evidence. Subject to the terms of clause (k)(i) of the definition of Eligible Servicing Contract, on any date on which the Agent receives the MSR Transfer Evidence with respect to a Subserviced Securitization Trust, the related Securitization Trust shall no longer be a “Subserviced Underlying Trust” and the Administrator shall update the Subserviced Securitization Trust Schedule and furnish it to the Agent and the Indenture Trustee, and the most recently furnished schedule shall be maintained by the Indenture Trustee as the definitive Subserviced Securitization Trust Schedule.

ARTICLE VIII

SUPPLEMENTAL INDENTURES; AMENDMENTS

Section 8.01.    Supplemental Indentures or Amendments Without Consent of Noteholders.

Without the consent of the Noteholders but with the consent of the Agent, Nationstar (for so long as it holds, directly or indirectly, any interest in the trust), the Issuer, and, to the extent the Indenture Trustee is a party to the related Transaction Document, the Indenture Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to any other Transaction Document, for any of the following purposes:

(1) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee;

(2) to correct any manifestly incorrect description, or amplify the description, of any property subject to the lien of this Indenture;

(3) to modify the Indenture or any other Transaction Document as required by, or made necessary by any change in, applicable law;

(4) to correct any mistake or typographical error or cure any ambiguity, or to cure, correct or supplement any defective or inconsistent provision herein or any other Transaction Document;

(5) to amend any other provision of the Indenture or any other Transaction Document, as applicable;

(6)or to prevent the Issuer from being subject to U.S. federal income tax on its net income as an association taxable as a corporation, a publicly traded partnership taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for U.S. federal income tax purposes.

No such supplemental indenture or amendment shall be effective unless (i) the Issuer obtains a Tax Opinion and furnishes such Tax Opinion to the Indenture Trustee in connection therewith, and (ii) with respect to clause (5) such supplemental indenture or amendment will not adversely affect the interests of any Noteholder under this Indenture in any material way as evidenced by the delivery to the Issuer and the Indenture Trustee, the Noteholders of an Opinion of Counsel to the effect that such action will not adversely affect the interests of any Noteholder under this Indenture in any material way.

Section 8.02.    Supplemental Indentures With Consent of Noteholders.

With the consent of the Required Noteholders, Nationstar (for so long as it holds any interest in the trust), the Issuer and the Indenture Trustee may enter into one or more indentures supplemental hereto, or

one or more amendments hereto or to the Notes, for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof, modifying in any manner the rights of the Noteholders hereunder or thereunder or evidencing and providing for the acceptance of appointment by a successor Indenture Trustee or Servicer; provided, that no such supplemental indenture or amendment shall be effective unless the Issuer obtains a Tax Opinion and furnishes such Tax Opinion to the Indenture Trustee in connection therewith; provided, that no such supplemental indenture or amendment shall, without the consent of the Noteholders of 100% in aggregate Note Principal Balance of the Outstanding Notes:

(1) change the Maturity Date or the Payment Date of any principal, interest or other amount on any Note, or reduce the Note Principal Balance thereof or any of Cost of Funds Rate, Term Note Default Additional Rate, Term Note Interest Rate, Term Note Post-ERD Additional Rate, Variable Funding Note Default Additional Rate, Variable Funding Note Floating Rate, Variable Funding Note Margin Rate or Variable Funding Note Post-ERD Additional Rate thereon, or authorize the Indenture Trustee to agree to delay the timing of, or reduce the payments to be made on or in respect of, the Receivables except as provided herein or in the Receivables Purchase Agreement, or change the coin or currency in which the principal of any Note or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof;

(2) reduce the percentage of the then aggregate Note Principal Balance of the Outstanding Notes, the consent of whose Noteholders is required for any such supplemental indenture or amendment, or the consent of whose Noteholders is required for any waiver of defaults hereunder and their consequences provided for in this Indenture, or for any other reason under this Indenture (including for actions taken by the Indenture Trustee pursuant to Section 5.01(a) hereof);

(3) change any obligation of the Issuer to maintain an office or agency in the places and for the purposes specified in Section 9.01;

(4) except as otherwise expressly provided in this Indenture, deprive any Noteholder of the benefit of a first priority security interest in the Trust Estate as provided in this Indenture;

(5) modify Section 2.10 or Article VIII;

(6)change the Discount Factor with respect to the Notes Outstanding immediately prior to the execution of the related supplemental indenture or amendment, the Expected Repayment Date, or the Stated Maturity;

(7) release from the lien of the Indenture (except as specifically permitted hereby on the date of execution hereof, including without limitation, in connection with any exercise of the Clean-up Call Option or Redemption Option) all or any part of the Trust Estate; or

(8)increase the fees payable in accordance with Section 2.10(c) to the Agent, the Issuer, the Owner Trustee, Wells Fargo Bank, N.A. (in its capacities as Indenture Trustee, Securities Intermediary, Authenticating Agent, Note Registrar or Certificate Registrar), or the Verification Agent; provided, however, that, for the avoidance of doubt, this clause (8) shall not apply to any fee payable to the Agent that is not payable in accordance with Section 2.10(c).

It shall not be necessary for the consent of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Section 8.03.    Delivery of Supplements and Amendments.

Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment pursuant to the provisions hereof, the Indenture Trustee, at the expense of the Issuer payable out of the Trust Estate pursuant to Section 5.04, shall furnish a notice setting forth in general terms the substance of such supplemental indenture or amendment to each Noteholder at the address for such Noteholder set forth in the Note Register.

Section 8.04    Execution of Supplemental Indentures, etc.

In executing, or accepting the additional trusts created by any supplemental indenture or amendment permitted by this Article VIII or in accepting the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, at the Issuer's expense payable out of the Trust Estate pursuant to Section 5.04, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture, amendment or modification is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture or amendment or consent to any such modification which affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise.

Section 8.05    Note Issuance.

(ee)At any time prior to the termination of the Funding Period, other than during the occurrence and continuance of a Funding Interruption Event or an Early Amortization Event, with the written approval of the Agent (in its sole and absolute discretion), the Issuer may, from time to time, direct the Indenture Trustee in writing to enter into an amendment to, amendment and restatement of, or a supplement to this Indenture, pursuant to which one or more Classes of  Notes will be issued. On or before the date of issuance of any such Notes, the Issuer and the Agent shall execute and deliver any required amendment or supplement which shall incorporate the principal terms with respect to such Notes. The Indenture Trustee (subject to Section 8.05(f)) shall execute the amendment or supplement without the consent of any Noteholders. The Issuer shall execute such Notes and such Notes shall be delivered to the Indenture Trustee for authentication and delivery. Any Notes to be issued must rank pari passu with or subordinate to any or all previously issued Notes.

(ef)The issuance of the Notes shall be subject to the satisfaction of the following conditions:

(i)Receipt by the Indenture Trustee of an Issuer Order authorizing the execution and authentication of such Notes;

(ii)Unless waived by the Agent in writing, satisfaction of each of the conditions precedent contained in Section 4.01 of the Note Purchase Agreement; 

(iii)Unless waived by the Agent in writing, satisfaction of each of the conditions precedent contained in Section 3.01 of the Receivables Purchase Agreement;

(iv)At the time of such issuance, the Issuer is solvent, has sufficient cash on hand to satisfy its current obligations, has capitalization commercially reasonable and adequate to conduct its business and, immediately prior to such refinancing, has adequate financial capacity to meet its ongoing financial commitments under this Indenture;

(v)Receipt by the Indenture Trustee of certain opinions of counsel and certain certifications with respect to such Notes and either (1) a tax opinion generally to the effect that such Notes “will be debt” for U.S. federal income tax purposes or (2) in the case of Term Notes where such tax opinion is not issued, no transfer of such additional Notes will be effective, and any such transfer will be void ab initio, unless such Notes have a minimum denomination so that such Notes (together with any other Notes issued without the requisite “will be debt” tax opinion) cannot have more than 95 holders. For Term Notes where a “will be debt” tax opinion is not issued, such Term Notes will be subject to transfer restrictions as provided in the related amendment or supplement generally to the effect that such Term Notes could only be held by or transferred to a Person if, among

other things, the Person (i) represents to the Indenture Trustee and the Issuer that such Person is a U.S. Person (as defined under Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), (ii) represents to the Indenture Trustee and the Issuer that either (1) such beneficial owner is not a flow-through entity or (2) less than 50% of the value of each beneficial owner in such flow through entity is attributable to the flow-through entity's interest in such Term Notes or Trust Certificate and no purpose of the use of the flow-through entity is to enable compliance with the 95-person limit and (iii) covenants to the Indenture Trustee and the Issuer that such beneficial owner (1) will not and will not allow such Term Notes to be used as collateral for the issuance of any securities that would cause the Issuer to become taxable as a corporation, (2) will not take any action that would cause representations (i) and (ii) to cease to be true, and (3) will not take and will not allow any other action that could cause the Issuer to become taxable as a corporation, each for U.S. federal income tax purposes; and

(vi)Receipt by the Indenture Trustee of a tax opinion to the effect that the issuance of such Notes will not (A) adversely affect the U.S. federal income tax treatment as debt of Notes that (i) are issued and outstanding immediately prior to such issuance and (ii) received a Tax Opinion upon issuance or deemed issuance that they will be treated as debt for U.S. federal income tax purposes and (B) cause the Issuer to be subject to tax on its net income as (i) an association taxable as a corporation, (ii) a publicly traded partnership taxable as a corporation or (iii) a taxable mortgage pool taxable as a corporation, each for U.S. federal income tax purposes.

(eg)For purposes of this Section 8.05, any amendment and/or supplemental indenture executed in accordance with the issuance of any Notes shall not be considered an amendment or supplemental indenture for the purposes of this Article VIII.  Accordingly, notwithstanding anything else contained herein to the contrary, any amendment and/or supplemental indenture executed in accordance with the issuance of any Notes may amend, modify or supplement this Indenture and any other Transaction Document in any manner, in each case without the consent of the Noteholders; provided, however, that no such amendment or indenture supplement may, without the consent of (A) each Noteholder holding any Notes affected thereby and (B) solely with respect clauses (ii), (v), (vi) and (vii) below:

(i)change the Expected Repayment Date, Stated Maturity or Payment Date with respect to the Notes, or any principal, interest or other amount on any Notes outstanding as of the date of such new issuance, or reduce the Maximum Note Balance, the Variable Funding Note Maximum Balance or the interest rate as set forth on the related Note, or change the coin or currency in which the principal of such Notes or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity;

(ii)amend or modify Section 2.10(c) (other than with respect to the inclusion of such new Notes issued pursuant to this Section 8.05);

(iii)change the Percentage Interest, the consent of whose Holders is required in order to perform any action pursuant to the terms and provisions of any Transaction Document; 

(iv)change any obligation of the Issuer to maintain an office or agency in the places and for the purposes set forth in the Transaction Documents;

(v)except as otherwise expressly provided in the Transaction Documents, deprive any Secured Party of the benefit of a valid first priority perfected security interest in the Collateral;

(vi)except as otherwise expressly provided in the Transaction Documents, release from the Lien set forth in the Transaction Documents all or any portion of the Collateral; or

(vii)modify this Section 8.05.

(eh)Each Noteholder, by its acceptance of a Note, hereby consents to the issuance of Notes in accordance with the terms and provisions of this Section 8.05.

(ei)Each Noteholder, by its acceptance of a Note, hereby agrees that, for purposes of the terms and provisions of this Section 8.05, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent's own interest in the Collateral as one of the Noteholders and that the Agent shall

have no duty or liability whatsoever to any other Noteholder with respect to its approval, or failure to approve, of the issuance any series of Notes pursuant to this Section 8.05. In addition, each Noteholder, by its acceptance of a Note, and each party to this Indenture and to any other Transaction Document hereby agrees to an unconditional release of the Agent from any and all liability related to the approval, or failure to approve, of the issuance any series of Notes pursuant to this Section 8.05.

(f) In executing any amendment to, amendment and restatement of, or supplement to this Indenture permitted by this Section 8.05, the Indenture Trustee shall be entitled to receive, at the Issuer's expense payable out of the Trust Estate pursuant to Section 5.04, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such amendment, amendment and restatement or supplement is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such amendment, amendment and restatement or supplement which affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise.

ARTICLE IX

COVENANTS; WARRANTIES

Section 9.01.    Maintenance of Office or Agency.

The Issuer shall maintain or cause to be maintained an office or agency in the continental United States where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Indenture Trustee and the Noteholders of the location, and any change in the location, of such office or agency.

The Issuer may also from time to time designate one or more other offices or agencies outside the United States where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in accordance with the requirements set forth in the preceding paragraph. The Issuer shall give prompt written notice to the Indenture Trustee and the Noteholders of any such designation or rescission and of any change in the location of such office or agency.

Section 9.02.    Existence.

Subject to Section 9.08, the Issuer will keep in full effect its existence, rights and franchises under the laws of its jurisdiction of organization, and the existence, rights and franchises (if any) of the Issuer under the laws of its jurisdiction of organization, except where failing to maintain any rights or franchises would not have a material adverse effect on any of the Receivables or the Issuer's ability to comply with its obligations hereunder.

Section 9.03    Payment of Taxes and Other Claims.

The Issuer shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all taxes, assessments and governmental charges levied or imposed upon the Issuer or upon the income, profits or property of the Issuer, or shown to be due on the tax returns filed by the Issuer, except any such taxes, assessments, governmental charges or claims which the Issuer is in good faith contesting in appropriate proceedings and with respect to which reserves are established if required in accordance with GAAP; provided, that such failure to pay or discharge will not cause a forfeiture of, or a lien to encumber, any property included in the Trust Estate. The Indenture Trustee is authorized to pay out of the Note Payment Account, prior to making payments on the Notes, any such taxes, assessments, governmental charges or claims which, if not paid, would cause a forfeiture of, or a lien to encumber, any property included in the Trust Estate.

Section 9.04    Validity of the Notes; Title to the Trust Estate; Lien.

(ej)The Issuer represents and warrants that the Issuer is duly authorized under applicable law to create and issue the Notes, to execute and deliver this Indenture, the other documents referred to herein to which it is a party and all instruments included in the Trust Estate which it has executed and delivered, and that all action and governmental consents, authorizations and approvals necessary or required therefor have been duly and effectively taken or obtained. The Notes, when issued, will be, and this Indenture and such other documents are, valid and legally binding obligations of the Issuer enforceable in accordance with their terms, subject to bankruptcy, fraudulent conveyance, fraudulent transfer, insolvency, reorganization, liquidation, receivership, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and by general equitable principles, regardless of whether considered in a proceeding in equity or at law.

(ek)The Issuer represents and warrants that, immediately prior to its Grant of the Trust Estate provided for herein, it was the sole obligee of each Receivable, free and clear of any pledge, lien, encumbrance or security interest.

(el)The Issuer represents and warrants that, upon the issuance of the Notes, the Indenture Trustee has a valid and enforceable first priority security interest in the Trust Estate, subject only to exceptions permitted hereby.

(em)The Issuer represents and warrants that the Indenture is not required to be qualified under the 1939 Act and that the Issuer is not required to be registered as an “investment company” under the 1940 Act.

Section 9.05.    Protection of Trust Estate.

The Issuer and, to the extent directed by the Issuer or the Majority Noteholders, the Indenture Trustee shall execute and deliver all such amendments and supplements hereto (subject to Sections 8.01 and 8.02) and all such financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action necessary or advisable to:

(en)Grant more effectively all or any portion of the Trust Estate securing the Notes;

(eo)maintain or preserve the lien (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof;

(ep)perfect, publish notice of, or protect the validity of any Grant made or to be made by this Indenture;

(eq)enforce any of the Receivables included in the Trust Estate; or

(er)preserve and defend title to the Trust Estate securing the Notes and the rights of the Indenture Trustee, and of the Noteholders, in the Trust Estate against the claims of all Persons and parties.

The Issuer hereby designates the Indenture Trustee and the Agent, its agent and attorney-in-fact, to prepare and file any financing statement, continuation statement or other instrument required pursuant to this Section 9.05; provided that, subject to and consistent with Section 5.01, neither the Indenture Trustee nor the Agent will be obligated to prepare or file any such statements or instruments.

Section 9.06.    Nonconsolidation.

The Issuer shall at all times:

(es)maintain separate records and books of account from any other person or entity;

(et)maintain separate bank accounts from any other person or entity;

(eu)maintain its assets in its own name and not commingle its assets with those of any other person or entity;

(ev)conduct its own business in its own name;

(ew)maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other person or entity and not have its assets listed on the financial statements of any other person or entity (other than as required with respect to consolidated financial statements prepared in accordance with generally accepted accounting principles, and with respect to any consolidated or combined

financial statements having appropriate footnotes indicating that the Issuer is a separate legal entity);

(ex)pay its own liabilities and expenses only out of its own funds;

(ey)observe all corporate and other organizational formalities;

(ez)maintain an arm's length relationship with each of its Affiliates;

(fa)pay the salaries of its employees, if any, out of its own funds;

(fb)maintain a sufficient number of employees or engage independent agents, in each case to the extent reasonably required in light of its contemplated business operations;

(fc)not guarantee, become obligated or pay for the debts of any other entity or person;

(fd)not hold out its credit as being available to satisfy the obligations of any other person or entity;

(fe)not pledge its assets for the benefit of any other party (except the pledges set forth in this Indenture);

(ff)hold itself out as a separate entity;

(fg)correct any known misunderstanding regarding its separate identity; and

(fh)maintain adequate capital in light of its contemplated business operations.

Section 9.07.    Negative Covenants.

The Issuer shall not:

(fi)sell, transfer, exchange or otherwise dispose of any of the Collateral, except as expressly permitted by or expressly contemplated by the Transaction Documents;

(fj)dissolve or liquidate in whole or in part, except as provided herein (it being understood that the payment or repurchase of Receivables does not constitute a partial liquidation within the meaning of this provision);

(fk)engage, directly or indirectly, in any business other than that arising out of the issuance of the Notes, and the actions contemplated or required to be performed under this Indenture or any other of the Transaction Documents;

(fl)incur, create or assume any indebtedness for borrowed money other than the Notes;

(fm)make or permit to remain outstanding, any loan or advance to, or own or acquire any stock or securities of, any Person other than the Receivables and any other instruments constituting part of the Trust Estate, it being understood that the Issuer's purchase of Receivables does not constitute lending, making advances or acquiring stock; or

(fn)voluntarily file a petition for bankruptcy, reorganization, assignment for the benefit of creditors or similar proceeding;

(g)terminate, amend or otherwise modify its organizational documents without the prior written consent of the Agent; or

(h)make any change in the character of its business.

Section 9.08.    Statement as to Compliance.

The Administrator, on behalf of the Issuer, shall deliver to the Indenture Trustee, the Agent and the Noteholders, within 90 days after the end of each calendar year, an Officer's Certificate of the Issuer stating that (a), in the course of the performance by the officer executing such Officer's Certificate of such officer's present duties as an officer of the Issuer, such officer would normally obtain knowledge or have made due inquiry as to the existence of any condition or event which would constitute an Event of Default after notice or lapse of time or both and that to the best of the officer's knowledge, after reasonable inquiry, (b) the Issuer has fulfilled all of its obligations under this Indenture in all material respects throughout such year, or, if there has been a default in the fulfillment of any such obligation in any material respect, specifying each such default known to such officer and the nature and status thereof, and (c) no event has occurred and is continuing which is, or after notice or lapse of time or both would become, an Event of Default, or, if such an event has occurred and is continuing, specifying each such event known to such officer and the nature

and status thereof.

Section 9.09.        Issuer may Consolidate, Etc., only on Certain Terms.

(fo)The Issuer shall not consolidate or merge with or into any other Person or convey or transfer the Trust Estate to any Person without the consent of the Majority Noteholders and unless:

(i)the Person (if other than the Issuer) formed by or surviving such consolidation or merger or that acquires by conveyance or transfer the Trust Estate (the “Successor Person”), shall be a Person organized and existing under the laws of the United States of America or any State and shall have expressly assumed, executed and delivered to the Indenture Trustee, the obligation (to the same extent as the Issuer was so obligated) to make payments of principal, interest and other amounts on all of the Notes and pay all amounts owned by the Issuer under this Indenture, and the obligation to perform every covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein;

(ii)immediately after giving effect to such transaction, no Funding Interruption Event or Event of Default shall have occurred and be continuing;

(iii)the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer comply with and satisfy all conditions precedent relating to the transactions set forth in this Section 9.09;

(iv)the Successor Person shall have delivered to the Indenture Trustee and the Agent an Officer's Certificate and an Opinion of Counsel each stating that, with respect to a Successor Person that is a corporation, limited liability company, partnership or trust, such Successor Person shall be duly organized, validly existing and in good standing in the jurisdiction in which such Successor Person is organized; that the Successor Person has sufficient power and authority to assume the obligations set forth in clause (i) above and to execute and deliver an indenture supplemental hereto for the purpose of assuming such obligation; that the Successor Person has duly authorized the execution, delivery and performance of an indenture supplemental hereto for the purpose of assuming such obligations; and that such supplemental indenture is a valid, legal and binding obligation of the Successor Person, enforceable in accordance with its terms, subject only to bankruptcy, reorganization, insolvency and other laws affecting the enforcement of creditor's rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law); and that, immediately following the event which causes the Successor Person to become the Successor Person, (A) the Successor Person has good and marketable title, free and clear of any lien, security interest or charge other than the lien and security interest of this Indenture and any other lien permitted hereby, to the Collateral and (B) the Indenture Trustee continues to have a perfected first priority security interest in the Collateral; and

(v)the Successor Person shall have assumed the obligations of the Issuer under all Hedge Agreements effective as of the date of such consolidation or merger.

(fp)Upon any consolidation or merger, or any conveyance or transfer of the Trust Estate securing the Notes, the Successor Person shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Successor Person had been named as the Issuer herein. In the event of any such conveyance or transfer of the Trust Estate permitted by this Section 9.09, the Person named as the “Issuer” in the first paragraph of this Indenture, or any successor that shall theretofore have become such in the manner prescribed in this Article and that has thereafter effected such a conveyance or transfer, may be dissolved, wound-up and liquidated at any time thereafter, and such Person thereafter shall be released from its liabilities as obligor and maker on all of the then Outstanding Notes and from its obligations under this Indenture.

(fq)Notwithstanding anything in this Indenture to the contrary, the Issuer shall not voluntarily consent to or otherwise acquiesce to any consolidation of the Issuer into the Seller, the Depositor or any of their Affiliates and shall take all legally permissible actions to oppose any such consolidation. Further, each

Noteholder acknowledges that it is relying on the separateness of the Issuer from the Seller, the Depositor and its Affiliates as a condition to purchasing the Notes.

Section 9.10.    Purchase of Notes.

The Issuer may reacquire Notes, in its discretion, by open market purchases in privately negotiated transactions or otherwise.

Section 9.11.    Indemnification.

(fr)Without limiting any other rights that an Indemnified Party may have hereunder or under applicable law, the Issuer hereby agrees to indemnify each Indemnified Party (as defined below) from and against any and all Indemnified Amounts (as defined below), excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party. To the extent that the foregoing undertaking to indemnify the Indemnified Parties may be unenforceable because it is violative of any law or public policy, the Issuer nevertheless shall pay such amounts as may be permitted under applicable law to satisfy its indemnification obligations hereunder to the fullest extent permissible under applicable law.

Without limiting or being limited by the foregoing, the Issuer shall pay in accordance with Section 2.10(c) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from:

(i) a breach of any representation or warranty made by the Issuer under or in connection with this Indenture or any other Transaction Document (without duplication of any amount paid by the Seller under the Receivables Purchase Agreement); or

(ii) the failure by the Issuer to comply with any term, provision or covenant contained in this Indenture or any other Transaction Document; or

(iii) any information prepared by and furnished or to be furnished by any of the Issuer or the Seller or any of their Affiliates pursuant to or in connection with the transactions contemplated hereby including, without limitation, such written information as may have been and may be furnished in connection with any due diligence investigation with respect to the business, operations, financial condition of the Issuer, the Seller, any of their Affiliates or with respect to the Receivables, to the extent such information contains any untrue statement of material fact.

(fs)Any Indemnified Amounts subject to the indemnification provisions of this Section 9.11 shall be paid to the Indemnified Party within twenty (20) Business Days following demand therefor; provided that, prior to an Event of Default, amounts payable under this Section 9.11 shall only be payable on Payment Dates pursuant to Section 2.10(c). “Indemnified Party” means any of the Indenture Trustee (in all its capacities), each Purchaser, the Administrative Agent, the Securities Intermediary, the Owner Trustee, the Agent, the Noteholders and any of their respective officers, employees, directors, attorneys, consultants, agents, representatives, Affiliates and successors or assigns. “Indemnified Amounts” means any and all claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, and related reasonable costs and reasonable expenses of any nature whatsoever, including reasonable attorneys' fees and disbursements, imposed on, incurred by or asserted against an Indemnified Party, to the extent such Indemnified Amounts are caused by the occurrence of an event described in Section 9.11(a)(i), (ii) or (iii) above, with respect to this Indenture or any other Transaction Document.

(ft)Promptly after an Indemnified Party shall have been served with the summons or other first legal process or shall have received written notice of the threat of a claim in respect of which an indemnity may be claimed against the Issuer under this Section 9.11, the Indemnified Party shall notify the Issuer in writing of the service of such summons, other legal process or written notice, giving information therein as to the nature and basis of the claim, but failure so to notify the Issuer shall not relieve the Issuer from any liability which it may have hereunder or otherwise except to the extent that the Issuer is prejudiced by such

failure so to notify the Issuer. The Issuer will be entitled, at its own expense, to participate in the defense of any such claim or action and to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, unless the defendants in any such action include both the Indemnified Party and the Issuer, and the Indemnified Party (upon the advice of counsel) shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Issuer, or one or more Indemnified Parties, and which in the reasonable opinion of such counsel are sufficient to create a conflict of interest for the same counsel to represent both the Issuer and such Indemnified Party; provided, however, that the Issuer shall not be responsible for the fees and expenses of more than one firm of attorneys for all Indemnified Parties related to the Secured Parties and one firm of attorneys for the Indenture Trustee. Each Indemnified Party shall cooperate with the Issuer in the defense of any such action or claim. The Issuer shall not, without the prior written consent of the Indemnified Party which consent shall not be unreasonably withheld or delayed, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding or threatened proceeding.

ATICLE X

AGENT

Section 10.01.    Appointment.

Each Noteholder, by its acceptance of a Note or a beneficial interest in a Note, hereby irrevocably appoints and authorizes the Agent to perform the duties of the Agent as set forth in this Indenture including: (i) to receive on behalf of each Noteholder any payment of principal or interest on the Notes outstanding hereunder and all other amounts accrued hereunder for the account of the Noteholders and paid to the Agent, and to distribute promptly to each Noteholder its Percentage Interest of all payments so received and (ii) to distribute to each Noteholder copies of all material notices (including any Funding Notice delivered in accordance with the Note Purchase Agreement) and agreements received by the Agent and not required to be delivered to each Noteholder pursuant to the terms of this Indenture, provided that the Agent shall not have any liability to the Noteholders for the Agent's inadvertent failure to distribute any such notices or agreements to the Noteholders and (iii) subject to Section 10.03 of this Indenture, to take such action as the Agent deems appropriate on its behalf to administer the Notes and the other Transaction Documents and to exercise such other powers delegated to the Agent by the terms hereof or the other Transaction Documents (including, without limitation, the power to give or to refuse to give notices, waivers, consents, approvals and instructions and the power to make or to refuse to make determinations and calculations) together with such powers as are reasonably incidental thereto to carry out the purposes hereof and thereof. As to any matters not expressly provided for by this Indenture and the other Transaction Documents (including, without limitation, enforcement or collection of the Notes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Noteholders, and such instructions of the Majority Noteholders shall be binding upon all Noteholders and all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Indenture or any other Transaction Document or applicable law.

Section 10.02.    Nature of Duties.

The Agent shall have no duties or responsibilities except those expressly set forth in this Indenture or in the other Transaction Documents. The duties of the Agent shall be mechanical and administrative in nature. The Agent shall not have by reason of this Indenture or any Transaction Document a fiduciary relationship in respect of any Noteholder. Nothing in this Indenture or any of the Transaction Documents,

express or implied, is intended to or shall be construed to impose upon the Agent any obligations in respect of this Indenture or any of the other Transaction Documents except as expressly set forth herein or therein. Each Noteholder shall make its own independent investigation of the financial condition and affairs of the Issuer in connection with advancing any Additional Note Balance pursuant to the Note Purchase Agreement and shall make its own appraisal of the creditworthiness of the Issuer and the value of the Collateral, and the Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Noteholder with any credit or other information with respect thereto, whether coming into its possession before the advance of the Initial Note Balance hereunder or at any time or times thereafter; provided, that, upon the reasonable request of a Noteholder, the Agent shall provide to such Noteholder any documents or reports delivered to the Agent by the Issuer pursuant to the terms of this Indenture or any other Transaction Document. If the Agent seeks the consent or approval of the Required Noteholders to the taking or refraining from taking any action under this Indenture, the Agent shall send notice thereof to each Noteholder. The Agent shall promptly notify each Noteholder any time that the Required Noteholders have instructed the Agent to act or refrain from acting pursuant hereto.

Section 10.03.    Rights, Exculpation, Etc.

The Agent and its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it under or in connection with this Indenture or the other Transaction Documents unless such action or inaction shall constitute gross negligence or willful misconduct on the part of the Agent or its directors, officers, agents or employees. Without limiting the generality of the foregoing, the Agent (i) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof, signed by such payee and in form satisfactory to the Agent; (ii) may consult with legal counsel (including, without limitation, counsel to the Agent or counsel to the Issuer), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel or experts; (iii) makes no warranty or representation to any Noteholder and shall not be responsible to any Noteholder for any statements, certificates, warranties or representations made in or in connection with this Indenture or the other Transaction Documents; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Indenture or the other Transaction Documents on the part of any Person, the existence or possible existence of any default or Event of Default, or to inspect the Collateral or other property (including, without limitation, the books and records) of any Person; (v) shall not be responsible to any Noteholder for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Indenture or the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (vi) shall not be deemed to have made any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Indenture Trustee's Lien thereon, or any certificate prepared by the Issuer in connection therewith, nor shall the Agent be responsible or liable to the Noteholders for any failure to monitor or maintain any portion of the Collateral. The Agent shall not be liable for any apportionment or distribution of payments made in good faith pursuant to Section 2.10, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Noteholder to whom payment was due but not made, shall be to recover from other Noteholders any payment in excess of the amount which they are determined to be entitled. The Agent may at any time request instructions from the Noteholders with respect to any actions or approvals which by the terms of this Indenture or of any of the other Transaction Document the Agent is permitted or required to take or to grant, and if such instructions are promptly requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval under any of the other Transaction Documents until it shall have received such instructions from the Majority Noteholders. Without limiting the foregoing, no Noteholder shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting under this Indenture, the Notes or any of the other Transaction Documents in accordance with the instructions of the Majority Noteholders.

Section 10.04.    Reliance.

The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Indenture or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it.

Section 10.05.    Indemnification.

To the extent that the Agent is not reimbursed and indemnified by the Issuer, the Noteholders will reimburse and indemnify the Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, advances or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Indenture or any of the other Transaction Documents or any action taken or omitted by the Agent under this Indenture or any of the other Transaction Documents, in proportion to each Noteholder's Percentage Interest, including, without limitation, advances and disbursements made pursuant to Section 10.08; provided, however, that no Noteholder shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, advances or disbursements for which there has been a final judicial determination that such resulted from the Agent's gross negligence or willful misconduct. The obligations of the Noteholders under this Section 10.05 shall survive the payment in full of the Notes and the termination of this Indenture.

Section 10.06        Agent Individually.

With respect to its Percentage Interest under the Note Purchase Agreement, the advances made by it and the Variable Funding Notes issued to or held by it or any of its Affiliates, the Agent shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein for any other Noteholder or holder of a Note. The terms “Controlling Class,” “Noteholders,” “Majority Noteholders,” “Controlling Class Majority Noteholders,” “Required Noteholders,” “Controlling Class Required Noteholders,” or Variable Funding Noteholders” or any similar terms shall, unless the context clearly otherwise indicates, include the Agent in its individual capacity as a Noteholder or one of the Majority Noteholders. The term “Agent” shall mean the Agent solely in its individual capacity as the Agent hereunder. The Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of banking, trust or other business with the Issuer as if it were not acting as an Agent pursuant hereto without any duty to account to the Noteholders.

Section 10.07.    Successor Agent.

(fu)The Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least thirty (30) Business Days' prior written notice to the Issuer and each Noteholder. Such resignation shall take effect upon the acceptance by a successor Agent of appointment pursuant to clauses (b) and (c) below or as otherwise provided below.

(fv)Upon any such notice of resignation, the Controlling Class Majority Noteholders shall appoint a successor Agent who, in the absence of a continuing Event of Default, shall be reasonably satisfactory to the Issuer; provided, however, if the successor proposed by the Controlling Class Majority Noteholders is not an Affiliate of the Agent and the Variable Funding Note Principal Balance is greater than zero, the consent of the Holders of at least a majority of the outstanding Term Note Principal Balance shall be required with respect to such appointment (such consent not to be unreasonably withheld). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Indenture and the other Transaction Documents. After the Agent's resignation hereunder as the Agent, the provisions of this Article X shall inure to its benefit

as to any actions taken or omitted to be taken by it while it was Agent under this Indenture and the other Transaction Documents.

(fw)If a successor Agent shall not have been so appointed within said thirty (30) Business Day period, the retiring Agent shall then appoint a successor Agent who, if an Event of Default is not continuing, shall be reasonably satisfactory to the Issuer, who shall serve as Agent until such time, if any, as the Majority Noteholders appoint a successor Agent as provided above.

Section 10.08.    Collateral Matters.

(fx)The Agent may from time to time, during the occurrence and continuance of an Event of Default, make such disbursements and advances (“Agent Advances”) which the Agent, in its sole discretion, deems necessary or desirable to preserve or protect the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Issuer of the Notes and other Issuer Obligations or to pay any other amount chargeable to the Issuer pursuant to the terms of this Indenture, including, without limitation, costs, fees and expenses as described in Section 10.05. The Agent Advances shall be secured by the Collateral and repayable pursuant to Section 2.10(c) on the Payment Date immediately succeeding the date on which such Agent Advances were made. The Agent Advances shall not constitute advances on the Notes but shall otherwise constitute Issuer Obligations hereunder. The Agent shall notify each Noteholder and the Issuer in writing of each Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Variable Funding Noteholder agrees that it shall make available to the Agent, upon the Agent's demand, in U.S. dollars in immediately available funds, the amount equal to such Noteholder's Percentage Interest of such Agent Advance. If such funds are not made available to the Agent by such Noteholder, the Agent shall be entitled to recover such funds on demand from such Noteholder, together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate.

(fy)The Agent shall have no obligation whatsoever to any Noteholders to assure that the Collateral exists or is owned by the Issuer or is cared for, protected or insured or has been encumbered or that the Lien granted to the Indenture Trustee pursuant to this Indenture has been properly or sufficiently or lawfully created, perfected, protected or enforced or is entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent in this Section 10.08 or in any of the other Transaction Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent's own interest in the Collateral as one of the Noteholders and that the Agent shall have no duty or liability whatsoever to any other Noteholder.

ARTICLE XI

MISCELLANEOUS

Section 11.01.    Execution Counterparts.

This instrument may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 11.02.    Compliance Certificates and Opinions, etc.

Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Administrator, on behalf of the Issuer, shall furnish to the Indenture Trustee an Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(i)a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

(ii)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;

(iii)a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv)a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

Section 11.03.    Form of Documents Delivered to Indenture Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Issuer, stating that the information with respect to such factual matters is in the possession of the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that any Person shall deliver any document as a condition of the granting of such application, or as evidence of such Person's compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of such Person to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee's right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article V.

Section 11.04.    Acts of Noteholders.

(fz)Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 5.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section. With respect to authorization to be given or taken by

Noteholders, the Indenture Trustee shall be authorized to follow the written directions or the vote of the Majority Noteholders, unless any greater or lesser percentage is required by the terms hereunder or under any other Transaction Document.

(ga)The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient.

(gb)The Term Note Principal Balance or Variable Funding Note Principal Balance, as applicable, and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register.

(gc)Any request, demand, authorization, direction, notice, consent, election, declaration, waiver or other act of any Noteholder shall bind every future Noteholder of the same Note and the Noteholder of any Note issued upon the transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, suffered or omitted to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Section 11.05.        Computation of Percentage of Noteholders.

Whenever this Indenture states that any action may be taken by a specified percentage of the Noteholders, such statement shall mean that such action may be taken by the Noteholders of such specified percentage of the aggregate Note Principal Balance of the Outstanding Notes.

Section 11.06.        Notice to the Indenture Trustee, the Issuer and Certain Other Persons.

Any communication provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given if delivered by courier or mailed by first class mail, postage prepaid, or if transmitted by telecopier and confirmed in a writing delivered or mailed as aforesaid, to: (i) in the case of the Issuer, Nationstar Advance Funding Trust 2012-R, c/o Wilmington Trust, National Association, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890 Attention: Corporate Trust Administration, telecopy number: (302) 636-4140, telephone number: (302) 651-1000 and (ii) in the case of the Indenture Trustee, the Corporate Trust Office, or as to each such Person, such other address or facsimile number as may hereafter be furnished by such Person to the parties hereto in writing.

Section 11.07.        Notices to Noteholders; Notification Requirements and Waiver.

Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given if in writing and delivered by courier or mailed by first-class mail, postage prepaid; to each Noteholder affected by such event, at its address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is delivered or mailed in the manner herein provided shall conclusively be presumed to have been duly given.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

In case, by reason of the suspension of regular courier and mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.

Section 11.08.        Successors and Assigns.

All covenants and agreements in this Indenture by the Issuer shall bind its successors and permitted

assigns, whether so expressed or not.

Section 11.09.        Separability Clause.

In case any provision of this Indenture or of the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall, to the extent permitted by law, not in any way be affected or impaired thereby.

Section 11.10        Governing Law.

(gd)THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

(ge)Any action or proceeding against any of the parties hereto relating in any way to this Indenture or any Note or the Trust Estate may be brought and enforced in the courts of the State of New York sitting in the borough of Manhattan or of the United States District Court for the Southern District of New York and the Issuer irrevocably submits to the jurisdiction of each such court in respect of any such action or proceeding. The Issuer hereby waives, to the fullest extent permitted by law, any right to remove any such action or proceeding by reason of improper venue or inconvenient forum.

Section 11.11        Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 11.12        Benefits of Indenture.

Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Noteholders and any other party secured hereunder (including the Secured Parties, each of which is a third-party beneficiary of this Indenture) or named as a beneficiary of any provision hereof, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 11.13    Non-Recourse Obligation.

Notwithstanding any other provision of this Indenture, the obligations of the Issuer under this Indenture and the Notes are limited recourse obligations of the Issuer, payable solely from the Collateral in accordance with the terms of this Indenture.

No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer on the Notes or under this Indenture (other than with respect to Permitted Investments as to which such Person is the issuer) or any certificate or other writing delivered in connection herewith or therewith, against (i) any owner of an interest in the Issuer or (ii) any partner, owner, beneficiary, agent, officer, director, employee or Control Person of the Indenture Trustee in its individual capacity, the Indenture Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee does not have any such obligations in its individual capacity). It is understood that the foregoing provisions of this Section 11.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) limit the obligations or liabilities of any Affiliate of the Issuer under any Transaction Document to which such Affiliate is a party or by which it may be bound or (iii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this Indenture, and the same shall continue until paid or discharged. It is further understood that the foregoing provisions of this Section 11.13 shall not limit the right of any person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under the Notes or this Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such person or entity.

Section 11.14        Inspection.

The Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuer's normal business hours, to examine all the books of account, records, reports, and other papers of the Issuer, to make copies and extracts therefrom, to cause such books to be audited by independent certified public accountants, and to discuss the Issuer's affairs, finances and accounts relating to the Receivables with the Issuer's officers, employees, and independent certified public accountants, all at such reasonable times and as often as may be reasonably requested and at the Issuer's expense; provided, however, that (i) to the extent the Indenture Trustee exercises its rights under this Section 11.14 more than twice in any given calendar year, any expense incurred in connection with the exercise of such rights shall be subject to the approval of the Administrator and (ii) any expense incurred in connection with the exercise of such rights in excess of $20,000 per calendar year shall be subject to the approval of the Administrator; provided, further, the limitations set forth in this Section 11.14 shall be in addition to and in no way affect the terms and provisions of the Verification Agent Letter or any other Transaction Document; provided, further, that, no such limitations shall apply after the occurrence of an Event of Default or an Early Amortization Event. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) or the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder.

Section 11.15.    Method of Payment.

Except as otherwise provided in Section 2.10(b), all amounts payable or to be remitted pursuant to this Indenture shall be paid or remitted or caused to be paid or remitted in immediately available funds by wire transfer to an account specified in writing by the recipient thereof.

Section 11.16.        No Recourse.

It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by Wilmington Trust, National Association, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents.

Section 11.17    Wire Instructions.

Distribution of money to the Seller, the Depositor, the Issuer, the Agent, the Noteholder, the Owner Trustee and the Verification Agent in accordance with the terms and provisions of this Indenture shall be made to the applicable accounts set forth in Schedule VII hereto.

Section 11.18.    Noteholder Consent

Whenever a Noteholder is requested to give any consent, approval or waiver in its capacity as Noteholder, each Noteholder to which such request was made shall respond to such request within two (2) Business Days; provided, that if a response is not received by the party authorized to make such request pursuant to the terms and provisions of the Transaction Documents (such party, the “Requesting Party”) from a Noteholder to which such request was made within two (2) Business Days, such request for consent, approval or waiver, as applicable, with respect to each such Noteholder shall be deemed to have been rejected.

[Signature Page Follows]

Indenture (2012-R)

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the day and year first above written.

Nationstar Advance Funding Trust 2012-R

By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee

By: /s/ Christopher M. Cavalli_________________

Name:Christopher M. Cavalli

Title: Banking Officer

WELLS FARGO BANK, N.A.

as Indenture Trustee

By: /s/ Graham M. Oglesby__________________

Name: Graham M. Cavalli

Title: Vice President

EXHIBIT A-I

FORM OF VARIABLE FUNDING NOTE

THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE MAXIMUM NOTE BALANCE SHOWN ON THE FACE HEREOF.

THE FAILURE TO PROVIDE THE ISSUER, THE INDENTURE TRUSTEE AND ANY PAYING AGENT WITH THE APPLICABLE U.S. FEDERAL INCOME TAX CERTIFICATIONS (GENERALLY, AN INTERNAL REVENUE SERVICE FORM W-9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS A "UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR AN APPLICABLE INTERNAL REVENUE SERVICE FORM W-8 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS NOT A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE CODE) MAY RESULT IN U.S. FEDERAL BACK-UP WITHHOLDING FROM PAYMENTS TO THE HOLDER IN RESPECT OF THIS NOTE.

EACH HOLDER OF THIS NOTE OR INTERESTS HEREIN WILL HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE INDENTURE, INCLUDING THE REPRESENTATION AND AGREEMENT THAT IF IT IS AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) WHICH IS SUBJECT TO TITLE I OF ERISA OR A PLAN (AS DEFINED IN SECTION 4975(e)(1) OF THE CODE) WHICH IS SUBJECT TO SECTION 4975 OF THE CODE OR A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), ITS PURCHASE, HOLDING AND DISPOSITION OF THE NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR, IN THE CASE OF A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN SUBJECT TO SIMILAR LAW, A NON-EXEMPT VIOLATION OF ANY SIMILAR LAW. ANY PURPORTED TRANSFER OF THIS NOTE TO A PURCHASER THAT DOES NOT COMPLY WITH THE ABOVE REQUIREMENTS SHALL BE NULL AND VOID AB INITIO.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE (A) IN COMPLIANCE WITH THE REQUIREMENTS OF THE INDENTURE AND (B) ONLY TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT AND WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”) AND THE RULES AND REGULATIONS THEREUNDER (AN “ELIGIBLE PURCHASER”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE 1940 ACT AND EACH SUCH PERSON WAS NOT FORMED, REFORMED, RECAPITALIZED, OPERATED OR ORGANIZED FOR THE SPECIFIC PURPOSE OF PURCHASING THE NOTES OR INVESTING IN THE ISSUER, (E) EITHER (X) IS NOT AN ENTITY ORGANIZED PRIOR TO APRIL 30, 1996 THAT IS EXCEPTED FROM THE 1940 ACT PURSUANT TO SECTION 3(c)(1) OR 3(c)(7) THEREOF OR

(Y) HAS RECEIVED THE CONSENT OF THE BENEFICIAL OWNERS OF ITS SECURITIES WITH RESPECT TO ITS TREATMENT AS A QUALIFIED PURCHASER IN THE MANNER REQUIRED BY SECTION 2(a)(51)(C) OF THE 1940 ACT AND THE RULES THEREUNDER. EACH PURCHASER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN WILL BE DEEMED TO REPRESENT THAT IT AGREES TO COMPLY WITH THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE WITHIN MENTIONED INDENTURE (THE “INDENTURE”), AND WILL NOT TRANSFER THIS SECURITY OR ANY BENEFICIAL OR ECONOMIC INTERESTS HEREIN EXCEPT IN COMPLIANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE TO AN ELIGIBLE PURCHASER WHO MAKES THE ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND AGREEMENTS REQUIRED THEREBY ON BEHALF OF ITSELF AND EACH ACCOUNT FOR WHICH IT IS PURCHASING. ANY PURPORTED TRANSFER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN THAT IS IN BREACH, AT THE TIME MADE, OF ANY TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE MAY BE VOID AB INITIO. IF AT ANY TIME THE ISSUER DETERMINES IN GOOD FAITH THAT A HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR BENEFICIAL INTERESTS HEREIN IS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN, THE ISSUER MAY IN ITS DISCRETION CONSIDER THE ACQUISITION BY SUCH HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR SUCH BENEFICIAL INTERESTS VOID AND OF NO FORCE AND EFFECT, AND SUCH ACQUISITION WILL NOT, AT THE DISCRETION OF ISSUER, OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE INDENTURE TRUSTEE UNDER THE INDENTURE, OR ANY OTHER INTERMEDIARY. IN ADDITION, THE ISSUER MAY REQUIRE SUCH ACQUIRER OR BENEFICIAL OWNER TO SELL THIS SECURITY OR SUCH BENEFICIAL INTERESTS TO AN ELIGIBLE PURCHASER.

EACH TRANSFEREE OF THIS NOTE SHALL PROVIDE THE INDENTURE TRUSTEE THE CERTIFICATION REQUIRED IN SECTION 2.05(c) OF THE INDENTURE.

Variable Funding Note Maximum Balance: As set forth in the Indenture

Note No.:[__]

Nationstar Advance Funding Trust 2012-R

SERVICER ADVANCE RECEIVABLES BACKED NOTES, SERIES 2012-R

•Nationstar Advance Funding Trust 2012-R, a Delaware statutory trust (the “Issuer”), for value received, hereby promises to pay to ____________________________, or registered assigns (the “Noteholder”), the principal sum of ___________________________ ($____) or so much thereof as may be advanced and outstanding hereunder and to pay interest on such principal sum or such part thereof as shall remain unpaid from time to time, at the rate and at the times provided in the Indenture.

•Principal of this Note is payable on each Payment Date or such other date in an a amount as set forth in the Indenture. The outstanding Note Principal Balance of this Note bears interest at the applicable interest rate as set forth in the Indenture. On each Payment Date, amounts in respect of interest on this Note will be paid in an amount as set forth in the Indenture.

•Capitalized terms used but not defined herein have the meanings set forth in the Indenture (as may be amended and restated from time to time, the “Indenture”), dated as of June 26, 2012, between the Issuer and Wells Fargo Bank, N.A., as Indenture Trustee (the “Indenture Trustee”).

•By its acceptance of this Note, each Noteholder covenants and agrees, until the earlier of (a) the termination of the Funding Period and (b) the Maturity Date, on each Funding Date to advance amounts in respect of Additional Note Balance hereunder to the Issuer, subject to and in accordance with the terms of the Indenture, the Receivables Purchase Agreement and the Note Purchase Agreement.

•In the event of an advance of Additional Note Balance by the Noteholders as provided in Section 2.01 of the Note Purchase Agreement, each Noteholder shall, and is hereby authorized to, record on the schedule attached to its Note the date and amount of any Additional Note Balance purchased by it, and each repayment thereof; provided, that failure to make any such recordation on such schedule or any error in such schedule shall not adversely affect any Noteholder's rights with respect to its Additional Note Balance and its right to receive interest payments in respect of the Additional Note Balance held by such Noteholder.

•Absent manifest error, the Note Principal Balance of each Note as set forth in the notations made by the related Noteholder on such Note shall be binding upon the Indenture Trustee and the Issuer; provided, that failure by a Noteholder to make such recordation on its Note or any error in such notation shall not adversely affect any Noteholder's rights with respect to its Note Principal Balance and its right to receive principal and interest payments in respect thereof.

•Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

•The statements in the legend set forth above are an integral part of the terms of this Note and by acceptance hereof each Holder of this Note agrees to be subject to and bound by the terms and provisions set forth in such legend.

•Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Indenture Trustee, by manual signature, this Note shall not entitle the Noteholder hereof to any benefit under the Indenture or the Note Purchase Agreement and/or be valid for any purpose.

•THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK AND WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PROVISIONS THEREOF.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Date: ________, 2012

NATIONSTAR ADVANCE FUNDING TRUST 2012-R

By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee

By:______________________________

Authorized Signatory

INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within‑mentioned Indenture.

Date: __________, 2012

WELLS FARGO BANK, N.A., not in its individual capacity but solely as Indenture Trustee

By:______________________________

Authorized Signatory

[Reverse Of Note]

•This Note is one of the duly authorized Notes of the Issuer, designated as its Servicer Advance Receivables Backed Notes, Series 2012-R, (herein called the “Notes”), all issued under the Indenture. Reference is hereby made to the Indenture and all indentures supplemental thereto, and the Note Purchase Agreement for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. To the extent that any provision of this Note contradicts or is inconsistent with the provisions of the Indenture or the Note Purchase Agreement, the provisions of the Indenture or the Note Purchase Agreement, as applicable, shall control and supersede such contradictory or inconsistent provision herein. The Notes are subject to all terms of the Indenture and the Note Purchase Agreement.

•The principal of and interest on this Note are payable 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. All payments made by the Issuer with respect to this Note shall be applied in accordance with the Indenture and the Note Purchase Agreement.

•The entire unpaid principal amount and all accrued and unpaid interest of this Note shall be due and payable on the earlier of (i) any Redemption Date relating to a Total Redemption or other date set forth under Section 2.16 of the Indenture and (ii) the Stated Maturity. Notwithstanding the foregoing, the entire unpaid principal amount and all accrued and unpaid interest of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee, at the direction or upon the prior written consent of the Agent, acting with the consent of the Controlling Class Required Noteholders, has declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Notes shall be made to the Holders of the Notes entitled thereto as set forth in Section 2.10(c) of the Indenture.

•The Collateral secures this Note and all other Notes equally and ratably without prejudice, priority or distinction between this Note and any other Note. The Notes are non‑recourse obligations of the Issuer and are limited in right of payment to amounts available from the Collateral, as provided in the Indenture. The Issuer shall not otherwise be liable for payments on the Notes, and none of the owners, agents, officers, directors, employees, or successors or assigns of the Issuer shall be personally liable for any amounts payable, or performance due, under the Notes or the Indenture.

•Any installment of interest or principal on this Note shall be paid on the applicable Payment Date or such other date as set forth in the Indenture, as applicable, to the Person in whose name this Note (or one or more predecessor Notes) is registered in the Note Register as of the close of business on the related Record Date by wire transfer in immediately available funds to the account specified in writing by the related Noteholder to the extent provided by the Indenture and otherwise by check mailed to the Noteholder.

•Any reduction in the principal amount of this Note (or any one or more predecessor Notes) effected by any payments made on any Funding Date, Payment Date or Redemption Date relating to a Partial Redemption, as applicable, shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. Any increase in the principal amount of this Note (or any one or more predecessor Notes) effected by payments to the Issuer of Additional Note Balances shall be binding upon the Issuer and shall inure to the benefit of all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.

•As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in the form attached hereto duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by an “eligible

guarantor institution” meeting the requirements of the Securities Transfer Agent's Medallion Program (“STAMP”), and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the Issuer may require the related Noteholder to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

•Each Noteholder, by acceptance of a Note or a beneficial ownership interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or Owner Trustee in their individual capacities, (ii) any owner of a beneficial ownership interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or “control person” within the meaning of the 1933 Act and the 1934 Act of the Indenture Trustee or Owner Trustee in its individual capacity, any holder of a beneficial ownership interest in the Issuer or the Indenture Trustee or Owner Trustee or of any successor or assign of the Indenture Trustee or Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

•Each Noteholder, by acceptance of a Note or a beneficial ownership interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Issuer, or join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes or the Transaction Documents.

•The Issuer has entered into the Indenture and this Note is issued with the intention that, for federal, state and local income and franchise tax purposes, the Notes [will qualify] as debt secured by the Collateral. Each Noteholder, by acceptance of a Note, agrees to treat the Notes for federal, state and local income and franchise tax purposes as debt unless required otherwise by law in a proceeding of final determination.

•Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

•The Indenture permits, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer pursuant to the terms and provisions of Article VIII of the Indenture. The Indenture also contains provisions permitting the Holders of Notes representing specified Percentage Interests of the Outstanding Notes, on behalf of all of the Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of any Noteholder.

•The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

•The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

•No reference herein to the Indenture and no provision of this Note or of the Indenture

shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

•Anything herein to the contrary notwithstanding, except as expressly provided in the Transaction Documents, none of the Issuer in its individual capacity, any owner of a beneficial interest in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Transaction Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

•FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

•(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:

*/

Signature Guaranteed:

*/

*/NOTICE:The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of STAMP.

Schedule to Series 2012-R Note

dated as of June 26, 2012

of Nationstar Advance Funding Trust 2012-R

Date of advance of Additional Note Balance	Amount of advance of Additional Note Balance	Percentage Interest	Aggregate Note Balance	Note Principal Balance of Note
		___%

Exhibit A-II-1

FORM OF FIXED RATE [__]% GLOBAL Term NOTE

THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE MAXIMUM NOTE BALANCE SHOWN ON THE FACE HEREOF.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), TO THE NOTE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF ANY AGENT MEMBER OF DTC (AND ANY PAYMENT IS MADE SUCH AGENT MEMBER), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE RELATED AGENT MEMBER, HAS AN INTEREST HEREIN.

TRANSFERS OF THIS NOTE IN WHOLE, BUT NOT IN PART, SHALL BE LIMITED TO TRANSFERS TO MEMBER AGENTS OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.

THE FAILURE TO PROVIDE THE ISSUER, THE INDENTURE TRUSTEE AND ANY PAYING AGENT WITH THE APPLICABLE U.S. FEDERAL INCOME TAX CERTIFICATIONS (GENERALLY, AN INTERNAL REVENUE SERVICE FORM W-9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS A "UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR AN APPLICABLE INTERNAL REVENUE SERVICE FORM W-8 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS NOT A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE CODE) MAY RESULT IN U.S. FEDERAL BACK-UP WITHHOLDING FROM PAYMENTS TO THE HOLDER IN RESPECT OF THIS NOTE.

EACH HOLDER OF THIS NOTE OR INTERESTS HEREIN WILL HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE INDENTURE, INCLUDING THE REPRESENTATION AND AGREEMENT THAT IF IT IS AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) WHICH IS SUBJECT TO TITLE I OF ERISA OR A PLAN (AS DEFINED IN SECTION 4975(e)(1) OF THE CODE) WHICH IS SUBJECT TO SECTION 4975 OF THE CODE OR A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), ITS PURCHASE, HOLDING AND DISPOSITION OF THE NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR, IN THE CASE OF A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN SUBJECT TO SIMILAR LAW, A NON-EXEMPT VIOLATION OF ANY SIMILAR LAW. ANY PURPORTED TRANSFER OF THIS NOTE TO A PURCHASER THAT DOES NOT COMPLY WITH THE ABOVE REQUIREMENTS SHALL BE NULL AND VOID AB INITIO.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE (A) IN COMPLIANCE WITH THE REQUIREMENTS

OF THE INDENTURE AND (B) ONLY TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT AND WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”) AND THE RULES AND REGULATIONS THEREUNDER (AN “ELIGIBLE PURCHASER”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE 1940 ACT AND EACH SUCH PERSON WAS NOT FORMED, REFORMED, RECAPITALIZED, OPERATED OR ORGANIZED FOR THE SPECIFIC PURPOSE OF PURCHASING THE NOTES OR INVESTING IN THE ISSUER, (E) EITHER (X) IS NOT AN ENTITY ORGANIZED PRIOR TO APRIL 30, 1996 THAT IS EXCEPTED FROM THE 1940 ACT PURSUANT TO SECTION 3(c)(1) OR 3(c)(7) THEREOF OR (Y) HAS RECEIVED THE CONSENT OF THE BENEFICIAL OWNERS OF ITS SECURITIES WITH RESPECT TO ITS TREATMENT AS A QUALIFIED PURCHASER IN THE MANNER REQUIRED BY SECTION 2(a)(51)(C) OF THE 1940 ACT AND THE RULES THEREUNDER. EACH PURCHASER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN WILL BE DEEMED TO REPRESENT THAT IT AGREES TO COMPLY WITH THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE WITHIN MENTIONED INDENTURE (THE “INDENTURE”), AND WILL NOT TRANSFER THIS SECURITY OR ANY BENEFICIAL OR ECONOMIC INTERESTS HEREIN EXCEPT IN COMPLIANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE TO AN ELIGIBLE PURCHASER WHO MAKES THE ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND AGREEMENTS REQUIRED THEREBY ON BEHALF OF ITSELF AND EACH ACCOUNT FOR WHICH IT IS PURCHASING. ANY PURPORTED TRANSFER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN THAT IS IN BREACH, AT THE TIME MADE, OF ANY TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE MAY BE VOID AB INITIO. IF AT ANY TIME THE ISSUER DETERMINES IN GOOD FAITH THAT A HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR BENEFICIAL INTERESTS HEREIN IS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN, THE ISSUER MAY IN ITS DISCRETION CONSIDER THE ACQUISITION BY SUCH HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR SUCH BENEFICIAL INTERESTS VOID AND OF NO FORCE AND EFFECT, AND SUCH ACQUISITION WILL NOT, AT THE DISCRETION OF ISSUER, OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE INDENTURE TRUSTEE UNDER THE INDENTURE, OR ANY OTHER INTERMEDIARY. IN ADDITION, THE ISSUER MAY REQUIRE SUCH ACQUIRER OR BENEFICIAL OWNER TO SELL THIS SECURITY OR SUCH BENEFICIAL INTERESTS TO AN ELIGIBLE PURCHASER.

EACH TRANSFEREE OF THIS NOTE SHALL BE DEEMED TO HAVE PROVIDED THE INDENTURE TRUSTEE THE CERTIFICATION REQUIRED IN SECTION 2.05(c) OF THE INDENTURE.

Maximum Note Balance: As set forth in the Indenture

Term Note Principal Balance: $

Note No.:

Nationstar Advance Funding Trust 2012-R

SERVICER ADVANCE RECEIVABLES BACKED NOTES, SERIES 2012-R

•Nationstar Advance Funding Trust 2012-R, a Delaware statutory trust (the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns (the “Noteholder”), the principal sum of [______________] ($[_________]) or so much thereof as may be advanced and outstanding hereunder and to pay interest on such principal sum or such part thereof as shall remain unpaid from time to time, at the rate and at the times provided in the Indenture.

•Principal of this Note is payable on each Payment Date or such other date in an amount as set forth in the Indenture. The Outstanding Note Principal Balance of this Note bears interest at the applicable interest rate as set forth in the Indenture. On each Payment Date, amounts in respect of interest on this Note will be paid in an amount as set forth in the Indenture.

•Capitalized terms used but not defined herein have the meanings set forth in the Indenture (as may be amended and restated from time to time, the “Indenture”), dated as of June 26, 2012, between the Issuer and Wells Fargo Bank, N.A., as Indenture Trustee (the “Indenture Trustee”).

•In the event of an applicable payment of principal on the Notes, in accordance with the terms and provisions of the Indenture, each Noteholder shall, and is hereby authorized to, record on the schedule attached to its Note the date and amount of the remaining Note Principal Balance of such Note. Absent manifest error, the Note Principal Balance of each Note as set forth in the notations made by the related Noteholder on such Note shall be binding upon the Indenture Trustee and the Issuer; provided, that failure by a Noteholder to make such recordation on its Note or any error in such notation shall not adversely affect any Noteholder's rights with respect to its Note Principal Balance and its right to receive principal and interest payments in respect thereof.

•Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

•The statements in the legend set forth above are an integral part of the terms of this Note and by acceptance hereof each Holder of this Note agrees to be subject to and bound by the terms and provisions set forth in such legend.

•Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Indenture Trustee, by manual signature, this Note shall not entitle the Noteholder hereof to any benefit under the Indenture and/or be valid for any purpose.

•THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK AND WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PROVISIONS THEREOF.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Date: ____________, 2012

NATIONSTAR ADVANCE FUNDING TRUST 2012-R

By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee

By:______________________________

Authorized Signatory

INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within‑mentioned Indenture.

Date: ____________, 2012

WELLS FARGO BANK, N.A., not in its individual capacity but solely as Indenture Trustee

By:______________________________

Authorized Signatory

[Reverse Of Note]

•This Note is one of the duly authorized Notes of the Issuer, designated as its Servicer Advance Receivables Backed Notes, Series 2012-R (herein called the “Notes”), all issued under the Indenture. Reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. To the extent that any provision of this Note contradicts or is inconsistent with the provisions of the Indenture, the provisions of the Indenture shall control and supersede such contradictory or inconsistent provision herein. The Notes are subject to all terms of the Indenture.

•The principal of and interest on this Note are payable 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. All payments made by the Issuer with respect to this Note shall be applied in accordance with the Indenture.

•The entire unpaid principal amount and all accrued and unpaid interest of this Note shall be due and payable on the earlier of (i) any Redemption Date relating to a Total Redemption or other date set forth under Section 2.16 of the Indenture and (ii) the Stated Maturity. Notwithstanding the foregoing, the entire unpaid principal amount and all accrued and unpaid interest of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee, at the direction or upon the prior written consent of the Agent, acting with the consent of the Controlling Class Required Noteholders, has declared the Notes to be immediately due and payable in the manner provided in the Indenture. All applicable principal payments on the Notes shall be made to the Holders of the Notes entitled thereto as set forth in Section 2.10(c) of the Indenture.

•The Collateral secures this Note and all other Notes equally and ratably without prejudice, priority or distinction between this Note and any other Note. The Notes are non‑recourse obligations of the Issuer and are limited in right of payment to amounts available from the Collateral, as provided in the Indenture. The Issuer shall not otherwise be liable for payments on the Notes, and none of the owners, agents, officers, directors, employees, or successors or assigns of the Issuer shall be personally liable for any amounts payable, or performance due, under the Notes or the Indenture.

•Any installment of interest or principal on this Note shall be paid on the applicable Payment Date or such other date as set forth in the Indenture, as applicable, to the Person in whose name this Note (or one or more predecessor Notes) is registered in the Note Register as of the close of business on the related Record Date by wire transfer in immediately available funds to the account specified in writing by the related Noteholder to the extent provided by the Indenture and otherwise by check mailed to the Noteholder.

•Any reduction in the principal amount of this Note (or any one or more predecessor Notes) effected by any payments made on any applicable Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.

•As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in the form attached hereto duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Securities Transfer Agent's Medallion Program (“STAMP”), and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the Issuer may require the related Noteholder to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

•Each Noteholder, by acceptance of a Note or a beneficial ownership interest in a Note,

covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or Owner Trustee in their individual capacities, (ii) any owner of a beneficial ownership interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or “control person” within the meaning of the 1933 Act and the 1934 Act of the Indenture Trustee or Owner Trustee in its individual capacity, any holder of a beneficial ownership interest in the Issuer or the Indenture Trustee or Owner Trustee or of any successor or assign of the Indenture Trustee or Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

•Each Noteholder, by acceptance of a Note or a beneficial ownership interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Issuer, or join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes or the Transaction Documents.

•The Issuer has entered into the Indenture and this Note is issued with the intention that, for federal, state and local income and franchise tax purposes, the Notes [will qualify] as debt secured by the Collateral. Each Noteholder, by acceptance of a Note, agrees to treat the Notes for federal, state and local income and franchise tax purposes as debt unless required otherwise by law in a proceeding of final determination.

•Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

•The Indenture permits the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer pursuant to the terms and provisions of Article VIII of the Indenture. The Indenture also contains provisions permitting the Holders of Notes representing specified Percentage Interests of the Outstanding Notes, on behalf of all of the Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of any Noteholder.

•The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

•The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

•No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

•Anything herein to the contrary notwithstanding, except as expressly provided in the Transaction Documents, none of the Issuer in its individual capacity, any owner of a beneficial interest in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission to perform, any of the covenants, obligations or

indemnifications contained in the Indenture. The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Transaction Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

•FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

•(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:

*/

Signature Guaranteed:

*/

*/NOTICE:The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of STAMP.

Schedule to Series 2012-R Note

dated as of June 26, 2012

of Nationstar Advance Funding Trust 2012-R

Payment Date	Amount of principal payment	Percentage Interest	Aggregate Note Balance	Note Principal Balance of Note
		___%

Exhibit A-II-2

FORM OF FIXED RATE [__]% Certificated Term NOTE

THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE MAXIMUM NOTE BALANCE SHOWN ON THE FACE HEREOF.

THE FAILURE TO PROVIDE THE ISSUER, THE INDENTURE TRUSTEE AND ANY PAYING AGENT WITH THE APPLICABLE U.S. FEDERAL INCOME TAX CERTIFICATIONS (GENERALLY, AN INTERNAL REVENUE SERVICE FORM W-9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS A "UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR AN APPLICABLE INTERNAL REVENUE SERVICE FORM W-8 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS NOT A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE CODE) MAY RESULT IN U.S. FEDERAL BACK-UP WITHHOLDING FROM PAYMENTS TO THE HOLDER IN RESPECT OF THIS NOTE.

EACH HOLDER OF THIS NOTE OR INTERESTS HEREIN WILL HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE INDENTURE, INCLUDING THE REPRESENTATION AND AGREEMENT THAT IF IT IS AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) WHICH IS SUBJECT TO TITLE I OF ERISA OR A PLAN (AS DEFINED IN SECTION 4975(e)(1) OF THE CODE) WHICH IS SUBJECT TO SECTION 4975 OF THE CODE OR A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), ITS PURCHASE, HOLDING AND DISPOSITION OF THE NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR, IN THE CASE OF A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN SUBJECT TO SIMILAR LAW, A NON-EXEMPT VIOLATION OF ANY SIMILAR LAW. ANY PURPORTED TRANSFER OF THIS NOTE TO A PURCHASER THAT DOES NOT COMPLY WITH THE ABOVE REQUIREMENTS SHALL BE NULL AND VOID AB INITIO.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE (A) IN COMPLIANCE WITH THE REQUIREMENTS OF THE INDENTURE AND (B) ONLY TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT AND WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”) AND THE RULES AND REGULATIONS THEREUNDER (AN “ELIGIBLE PURCHASER”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE 1940 ACT AND EACH SUCH PERSON WAS NOT FORMED, REFORMED, RECAPITALIZED, OPERATED OR ORGANIZED FOR THE SPECIFIC PURPOSE OF PURCHASING THE NOTES OR INVESTING IN THE ISSUER, (E) EITHER (X) IS NOT AN ENTITY ORGANIZED PRIOR TO APRIL 30, 1996 THAT IS EXCEPTED FROM THE 1940 ACT PURSUANT TO SECTION 3(c)(1) OR 3(c)(7) THEREOF OR (Y) HAS RECEIVED THE CONSENT OF THE BENEFICIAL OWNERS OF ITS SECURITIES WITH RESPECT TO ITS TREATMENT AS A QUALIFIED PURCHASER IN THE MANNER

REQUIRED BY SECTION 2(a)(51)(C) OF THE 1940 ACT AND THE RULES THEREUNDER. EACH PURCHASER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN WILL BE DEEMED TO REPRESENT THAT IT AGREES TO COMPLY WITH THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE WITHIN MENTIONED INDENTURE (THE “INDENTURE”), AND WILL NOT TRANSFER THIS SECURITY OR ANY BENEFICIAL OR ECONOMIC INTERESTS HEREIN EXCEPT IN COMPLIANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE TO AN ELIGIBLE PURCHASER WHO MAKES THE ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND AGREEMENTS REQUIRED THEREBY ON BEHALF OF ITSELF AND EACH ACCOUNT FOR WHICH IT IS PURCHASING. ANY PURPORTED TRANSFER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN THAT IS IN BREACH, AT THE TIME MADE, OF ANY TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE MAY BE VOID AB INITIO. IF AT ANY TIME THE ISSUER DETERMINES IN GOOD FAITH THAT A HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR BENEFICIAL INTERESTS HEREIN IS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN, THE ISSUER MAY IN ITS DISCRETION CONSIDER THE ACQUISITION BY SUCH HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR SUCH BENEFICIAL INTERESTS VOID AND OF NO FORCE AND EFFECT, AND SUCH ACQUISITION WILL NOT, AT THE DISCRETION OF ISSUER, OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE INDENTURE TRUSTEE UNDER THE INDENTURE, OR ANY OTHER INTERMEDIARY. IN ADDITION, THE ISSUER MAY REQUIRE SUCH ACQUIRER OR BENEFICIAL OWNER TO SELL THIS SECURITY OR SUCH BENEFICIAL INTERESTS TO AN ELIGIBLE PURCHASER.

EACH TRANSFEREE OF THIS NOTE SHALL PROVIDE THE INDENTURE TRUSTEE THE CERTIFICATION REQUIRED IN SECTION 2.05(c) OF THE INDENTURE.

Maximum Note Balance: As set forth in the Indenture

Term Note Principal Balance: $[_______]

Note No.:

Nationstar Advance Funding Trust 2012-R

SERVICER ADVANCE RECEIVABLES BACKED NOTES, SERIES 2012-R

•Nationstar Advance Funding Trust 2012-R, a Delaware statutory trust (the “Issuer”), for value received, hereby promises to pay to [______________], or registered assigns (the “Noteholder”), the principal sum of [______________] ($[_________]) or so much thereof as may be advanced and outstanding hereunder and to pay interest on such principal sum or such part thereof as shall remain unpaid from time to time, at the rate and at the times provided in the Indenture.

•Principal of this Note is payable on each Payment Date or such other date in an amount as set forth in the Indenture. The Outstanding Note Principal Balance of this Note bears interest at the applicable interest rate as set forth in the Indenture. On each Payment Date, amounts in respect of interest on this Note will be paid in an amount as set forth in the Indenture.

•Capitalized terms used but not defined herein have the meanings set forth in the Indenture (as may be amended and restated from time to time, the “Indenture”), dated as of June 26, 2012, between the Issuer and Wells Fargo Bank, N.A., as Indenture Trustee (the “Indenture Trustee”).

•In the event of an applicable payment of principal on the Notes, in accordance with the terms and provisions of the Indenture, each Noteholder shall, and is hereby authorized to, record on the schedule attached to its Note the date and amount of the remaining Note Principal Balance of such Note. Absent manifest error, the Note Principal Balance of each Note as set forth in the notations made by the related Noteholder on such Note shall be binding upon the Indenture Trustee and the Issuer; provided, that failure by a Noteholder to make such recordation on its Note or any error in such notation shall not adversely affect any Noteholder's rights with respect to its Note Principal Balance and its right to receive principal and interest payments in respect thereof.

•Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

•The statements in the legend set forth above are an integral part of the terms of this Note and by acceptance hereof each Holder of this Note agrees to be subject to and bound by the terms and provisions set forth in such legend.

•Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Indenture Trustee, by manual signature, this Note shall not entitle the Noteholder hereof to any benefit under the Indenture and/or be valid for any purpose.

•THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK AND WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PROVISIONS THEREOF.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Date: ____________, 2012

NATIONSTAR ADVANCE FUNDING TRUST 2012-R

By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee

By:______________________________

Authorized Signatory

INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within‑mentioned Indenture.

Date: ____________, 2012

WELLS FARGO BANK, N.A., not in its individual capacity but solely as Indenture Trustee

By:______________________________

Authorized Signatory

[Reverse Of Note]

•This Note is one of the duly authorized Notes of the Issuer, designated as its Servicer Advance Receivables Backed Notes, Series 2012-R, (herein called the “Notes”), all issued under the Indenture. Reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. To the extent that any provision of this Note contradicts or is inconsistent with the provisions of the Indenture, the provisions of the Indenture shall control and supersede such contradictory or inconsistent provision herein. The Notes are subject to all terms of the Indenture.

•The principal of and interest on this Note are payable 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. All payments made by the Issuer with respect to this Note shall be applied in accordance with the Indenture.

•The entire unpaid principal amount and all accrued and unpaid interest of this Note shall be due and payable on the earlier of (i) any Redemption Date relating to a Total Redemption or other date set forth under Section 2.16 of the Indenture and on the Stated Maturity. Notwithstanding the foregoing, the entire unpaid principal amount and all accrued and unpaid interest of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee, at the direction or upon the prior written consent of the Agent, acting with the consent of the Controlling Class Required Noteholders, has declared the Notes to be immediately due and payable in the manner provided in the Indenture. All applicable principal payments on the Notes shall be made to the Holders of the Notes entitled thereto as set forth in Section 2.10(c) of the Indenture.

•The Collateral secures this Note and all other Notes equally and ratably without prejudice, priority or distinction between this Note and any other Note. The Notes are non‑recourse obligations of the Issuer and are limited in right of payment to amounts available from the Collateral, as provided in the Indenture. The Issuer shall not otherwise be liable for payments on the Notes, and none of the owners, agents, officers, directors, employees, or successors or assigns of the Issuer shall be personally liable for any amounts payable, or performance due, under the Notes or the Indenture.

•Any installment of interest or principal on this Note shall be paid on the applicable Payment Date or such other date as set forth in the Indenture, as applicable, to the Person in whose name this Note (or one or more predecessor Notes) is registered in the Note Register as of the close of business on the related Record Date by wire transfer in immediately available funds to the account specified in writing by the related Noteholder to the extent provided by the Indenture and otherwise by check mailed to the Noteholder.

•Any reduction in the principal amount of this Note (or any one or more predecessor Notes) effected by any payments made on any applicable Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.

•As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in the form attached hereto duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Securities Transfer Agent's Medallion Program (“STAMP”), and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the Issuer may require the Noteholder to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

•Each Noteholder, by acceptance of a Note or a beneficial ownership interest in a Note,

covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or Owner Trustee in their individual capacities, (ii) any owner of a beneficial ownership interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or “control person” within the meaning of the 1933 Act and the 1934 Act of the Indenture Trustee or Owner Trustee in its individual capacity, any holder of a beneficial ownership interest in the Issuer or the Indenture Trustee or Owner Trustee or of any successor or assign of the Indenture Trustee or Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

•Each Noteholder, by acceptance of a Note or a beneficial ownership interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Issuer, or join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes or the Transaction Documents.

•The Issuer has entered into the Indenture and this Note is issued with the intention that, for federal, state and local income and franchise tax purposes, the Notes [will qualify] as debt secured by the Collateral. Each Noteholder, by acceptance of a Note, agrees to treat the Notes for federal, state and local income and franchise tax purposes as debt unless required otherwise by law in a proceeding of final determination.

•Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

•The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Noteholders. The Indenture also contains provisions permitting the Holders of Notes representing specified Percentage Interests of the Outstanding Notes, on behalf of all of the Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of any Noteholder.

•The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

•The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

•No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

•Anything herein to the contrary notwithstanding, except as expressly provided in the Transaction Documents, none of the Issuer in its individual capacity, any owner of a beneficial interest in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission to perform, any of the covenants, obligations or

indemnifications contained in the Indenture. The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Transaction Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

•FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

•(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:

*/

Signature Guaranteed:

*/

*/NOTICE:The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of STAMP.

Schedule to Series 2012-R Note

dated as of June 26, 2012

of Nationstar Advance Funding Trust 2012-R

Payment Date	Amount of principal payment	Percentage Interest	Aggregate Note Balance	Note Principal Balance of Note
		___%

B-2

EXHIBIT B

FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF NOTES TO QUALIFIED INSTITUTIONAL BUYERS / QUALIFIED PURCHASERS

[Date]

Wells Fargo Bank, N.A.

Wells Fargo Center

Sixth and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services - Nationstar 2012-R

Re:Nationstar Advance Funding Trust 2012-R, Servicer Advance Receivables Backed Notes, Series 2012-R (the “Notes”)

Ladies and Gentlemen:

This letter is delivered to you in connection with the transfer by ____________________ (the “Transferor”) to _____________________________ (the “Transferee”) of the [Variable Funding][Term] Notes having an [Variable Funding][Term] Initial Principal Balance as of [________________] of $______________. The Notes were issued pursuant to an Indenture, dated as of June 26, 2012 (the “Indenture”), between Nationstar Advance Funding Trust 2012-R as issuer and Wells Fargo Bank N.A. as indenture trustee. All terms used herein and not otherwise defined shall have the meanings set forth in the Indenture. The Transferee hereby certifies, represents and warrants to you, as Note Registrar, that:

1.The Transferee is (i) a “qualified institutional buyer” (a “Qualified Institutional Buyer”) as that term is defined in Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “1933 Act”), and (ii) a “qualified purchaser” (a “Qualified Purchaser”) as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “1940 Act”) and the rules and regulations thereunder, and has completed the form of certification to that effect attached hereto as Annex 1. The Transferee is acquiring the Note for its own account or for the account of a Qualified Institutional Buyer (who is a Qualified Purchaser), and understands that such Note may be resold, pledged or transferred only (i) to a person reasonably believed to be a Qualified Institutional Buyer (who is a Qualified Purchaser) that purchases for its own account or for the account of a Qualified Institutional Buyer and Qualified Purchaser.

2.The Transferee understands that it may not sell or otherwise transfer any Note except in compliance with the provisions of the Indenture, which provisions it has carefully reviewed, and that each Note will bear the following legend:

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE (A) COMPLIANCE WITH THE REQUIREMENTS OF THE INDENTURE AND (B) ONLY TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT AND WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”) AND THE RULES AND REGULATIONS THEREUNDER, (AN “ELIGIBLE PURCHASER”) THAT PURCHASES FOR ITS OWN

ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE 1940 ACT AND EACH SUCH PERSON WAS NOT FORMED, REFORMED, RECAPITALIZED, OPERATED OR ORGANIZED FOR THE SPECIFIC PURPOSE OF PURCHASING THE NOTES OR INVESTING IN THE ISSUER, (E) EITHER (X) IS NOT AN ENTITY ORGANIZED PRIOR TO APRIL 30, 1996 THAT IS EXCEPTED FROM THE 1940 ACT PURSUANT TO SECTION 3(c)(1) OR 3(c)(7) THEREOF OR (Y) HAS RECEIVED THE CONSENT OF THE BENEFICIAL OWNERS OF ITS SECURITIES WITH RESPECT TO ITS TREATMENT AS A QUALIFIED PURCHASER IN THE MANNER REQUIRED BY SECTION 2(a)(51)(C) OF THE 1940 ACT AND THE RULES THEREUNDER. EACH PURCHASER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN WILL BE DEEMED TO REPRESENT THAT IT AGREES TO COMPLY WITH THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE WITHIN MENTIONED INDENTURE (THE “INDENTURE”), AND WILL NOT TRANSFER THIS SECURITY OR ANY BENEFICIAL OR ECONOMIC INTERESTS HEREIN EXCEPT IN COMPLIANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE TO AN ELIGIBLE PURCHASER WHO MAKES THE ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND AGREEMENTS REQUIRED THEREBY ON BEHALF OF ITSELF AND EACH ACCOUNT FOR WHICH IT IS PURCHASING. ANY PURPORTED TRANSFER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN THAT IS IN BREACH, AT THE TIME MADE, OF ANY TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE MAY BE VOID AB INITIO. IF AT ANY TIME THE ISSUER DETERMINES IN GOOD FAITH THAT A HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR BENEFICIAL INTERESTS HEREIN IS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN, THE ISSUER MAY IN THEIR DISCRETION CONSIDER THE ACQUISITION BY SUCH HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR SUCH BENEFICIAL INTERESTS VOID AND OF NO FORCE AND EFFECT, AND SUCH ACQUISITION WILL NOT, AT THE DISCRETION OF ISSUER, OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE INDENTURE TRUSTEE UNDER THE INDENTURE, OR ANY OTHER INTERMEDIARY. IN ADDITION, THE ISSUER MAY REQUIRE SUCH ACQUIRER OR BENEFICIAL OWNER TO SELL THIS SECURITY OR SUCH BENEFICIAL INTERESTS TO AN ELIGIBLE PURCHASER.

3.The Transferee represents that either: (a) it is not, and is not purchasing on behalf of, as a fiduciary of, as a trustee of or with assets of an employee benefit plan or plan subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or to any federal, state, local, non-U.S. or other law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”), (collectively, a “Plan”) nor a person acting on behalf of any Plan nor a person using the assets of any Plan to effect such transfer, unless it represents and warrants that the acquisition, holding and disposition of this Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or any Similar Law because it will satisfy the requirements for exemptive relief under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code, or Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or another applicable administrative or statutory exemption or, in the case of a Plan subject to Similar Law, will not result in a non-exempt violation of Similar Law.

Very truly yours,

(Transferor)

By: ____________________________

Name:

Title:

ANNEX 1 TO EXHIBIT B

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A/QUALIFIED PURCHASER STATUS UNDER SECTION 2(a)(51)

[for Transferees other than Registered Investment Companies]

The undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and [name of Note Registrar], as Note Registrar, with respect to the [Variable Funding][Term] Note No. [__] (the “Notes”) being transferred as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:

1.As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity purchasing the Notes (the “Transferee”).

2.The Transferee is a “qualified institutional buyer” as that term is defined in Rule l44A under the Securities Act of 1933 (“Rule 144A”) because (i) the Transferee owned and/or invested on a discretionary basis $100,000,000 or more in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the category marked below.

Corporation, etc. The Transferee is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

Bank. The Transferee (a) is a national bank or a banking institution organized under the laws of any State, U.S. territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Note in the case of a U.S. bank, and not more than 18 months preceding such date of sale for a foreign bank or equivalent institution.

Savings and Loan. The Transferee (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a state or federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $100,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Note in the case of a U.S. savings and loan association, and not more than 18 months preceding such date of sale for a foreign savings and loan association or equivalent institution.

Broker‑dealer. The Transferee is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.

Insurance Company. The Transferee is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner

or a similar official or agency of a State, U.S. territory or the District of Columbia.

State or Local Plan. The Transferee is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees.

ERISA Plan. The Transferee is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended.

Investment Advisor. The Transferee is an investment advisor registered under the Investment Advisers Act of 1940, as amended.

Other. (Please supply a brief description of the entity and a cross‑reference to the paragraph and subparagraph under subsection (a)(1) of Rule 144A pursuant to which it qualifies.)

3.The Transferee is a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended, together with the rules and regulations thereunder (the “1940 Act”), and is aware that the Issuer will not be registered under the 1940 Act in reliance on the exemption set forth in Section 3(c)(7) thereof and that the Notes have not been and will not be registered under the Securities Act of 1933, as amended. The Transferee further represents and warrants that:

(A)it is not purchasing the Notes with a view to the resale, distribution or other disposition thereof in violation of the Securities Exchange Act of 1934, as amended, and will not sell participation interests in the notes or enter into any other arrangement pursuant to which any other person will be entitled to an interest in any payments on or based on the notes;

(B)it is not a broker-dealer that owns and invests on a discretionary basis less than $25 million in securities of unaffiliated issuers;

(C)it is not a participant-directed employee plan, such as a 401(k) plan, as referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(i)(F) of Rule 144A that holds the assets of such a plan;

(D)it is not (x) a partnership, common trust fund, special trust, pension fund or retirement plan or other entity in which the partners, beneficiaries, security owners or participants, as the case may be, may designate the particular investments to be made or the allocation thereof, unless each such partner, beneficiary, security owner or participant empowered alone or with other partners or participants to make such decisions meets all requirements set forth herein for qualification as an eligible purchaser, or (y) an entity that has invested more than 40% of its assets in securities of the Issuer, giving effect to the amount invested in connection with its acquisition of the notes or a beneficial interest therein, unless each beneficial owner of the eligible purchaser's securities meets all requirements set forth herein for qualification as an eligible purchaser;

(E)it either (x) is not an entity organized prior to April 30, 1996 that is excepted from the 1940 Act pursuant to section 3(c)(1) or 3(c)(7) thereof or (y) has received the consent of the beneficial owners of its securities with respect to its treatment as a “qualified purchaser” in the manner required by section 2(a)(51)(C) of the 1940 Act and the rules thereunder;

(F) it acknowledges that the Notes are being offered only in a transaction not involving any public offering within the meaning of the Securities Act of 1933, as amended, and that the Notes

have not been and will not be registered under the Securities Act of 1933, as amended, and the Issuer has not been and will not be registered under the 1940 Act; and

(G) if in the future it decides to offer, resell, pledge or otherwise transfer the Purchased Notes or beneficial or economic interests therein, such Notes or interests may be offered, resold, pledged or otherwise transferred only to a transferee who first provides a certificate in the form of this Exhibit B of the Indenture on behalf of itself and each account for which it is purchasing.

4.The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Transferee, (ii) securities that are part of an unsold allotment to or subscription by the Transferee, if the Transferee is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee did not include any of the securities referred to in this paragraph.

5.For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee used the cost of such securities to the Transferee, unless the Transferee reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities were valued at market. Further, in determining such aggregate amount, the Transferee may have included securities owned by subsidiaries of the Transferee, but only if such subsidiaries are consolidated with the Transferee in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Transferee's direction. However, such securities were not included if the Transferee is a majority‑owned, consolidated subsidiary of another enterprise and the Transferee is not itself a reporting company under the Securities Exchange Act of 1934, as amended.

6.____ ____Will the Transferee be purchasing the Notes

YesNoonly for the Transferee's own account?

If the answer to the foregoing question is “no,” then in each case where the Transferee is purchasing for an account other than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning of Rule l44A and a “qualified purchaser” under Section 2(a)(51) and the rules and regulations thereunder, and the “qualified institutional buyer” and “qualified purchaser” status of such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A and such third party has represented that it is a “qualified purchaser” under Section 2(a)(51) and the rules and regulations thereunder.

8.The Transferee will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Transferee's purchase of the Notes will constitute a reaffirmation of this certification as of the date of such purchase. In addition, if the Transferee is a bank or savings and loan as provided above, the Transferee agrees that it will furnish to such parties any updated annual financial statements that become available on or before the date of such purchase, promptly after they become available.

Print Name of Transferee

By: ____________________________

Name:

Title:

Date:

EXHIBIT C

FORM OF MONTHLY SERVICER REPORT

EXHIBIT D-1

FORM OF PRELIMINARY payment date report

EXHIBIT D-2

FORM OF payment date report

EXHIBIT E-1

FORM OF PRELIMINARY FUNDING DATE REPORT

EXHIBIT E-2

FORM OF FUNDING DATE REPORT

EXHIBIT F

FORM OF TRUSTEE REPORT

EXHIBIT G

RESERVEDH-2

EXHIBIT H

Form of ASSIGNMENT OF RECEIVABLES AND

SCHEDULES OF SECURITIZATION TRUSTS

[DATE]

Wells Fargo Bank, N.A.

9062 Old Annapolis Road

Columbia, Maryland 20145-1951

Attention: Client Manager - Nationstar 2012-R

American Mortgage Consultants, Inc.

335 Madison Avenue, 27th Floor

New York, New York 10017

Attention: Soledad Domingo

The Royal Bank of Scotland plc

600 Washington Blvd

Mortgage Finance

7th floor

Stamford, CT 06901

Re: Assignment of Receivables and Schedule of Securitization Trusts

This Assignment of Receivables and Schedule of Securitization Trusts (the “Schedule”) is a schedule to and is hereby incorporated by this reference into a certain Indenture (the “Indenture”), dated as of June 26, 2012, by and between Nationstar Advance Funding Trust 2012-R, a Delaware statutory trust (the “Issuer”), and Wells Fargo Bank, N.A. (the “Indenture Trustee”). All capitalized terms used herein shall have the meanings set forth in, or referred to in, the Indenture.

By its signature to this Schedule, in accordance with Section 2.01 of the Receivables Purchase Agreement, the Seller has sold, assigned, conveyed and transferred to the Depositor and the Depositor has hereby sold, assigned, conveyed, contributed and transferred to the Issuer and its assignees, without recourse, but subject to the terms of the Receivables Purchase Agreement, all of the Seller's or Depositor's, as applicable, right, title and interest in, to and under its rights to reimbursement for Delinquency Advances and Servicing Advances made by the Seller, as Servicer, and existing as of the above date of conveyance under each Securitization Trust listed on Schedule I through Schedule III attached hereto.

Upon delivery of an executed Schedule, written confirmation from the Agent that the Securitization Trusts listed on the attached schedules are satisfactory to the Agent and satisfaction of the conditions set forth in Section 7.03 of the Indenture, Schedule I through Schedule III of the Indenture shall be amended to include the Securitization Trusts set forth on Schedule I through Schedule III on this Schedule without any further act.

NATIONSTAR MORTGAGE LLC, as Administrator

By:__________________________________

Name:

Title:

NATIONSTAR ADVANCE FUNDING TRUST 2012-R

By: Nationstar Mortgage LLC, its Administrator

By:_________________________________

Name:

Title:

Acknowledged and Agreed:

THE ROYAL BANK OF SCOTLAND PLC, as Agent

By: RBS Securities Inc., its agent

By:____________________________

Name:

Title:

________________________________

Schedule I-A

Schedule of Loan-Level Servicing Advance Securitization Trusts

SCHEDULE OF LOAN-LEVEL SERVICING ADVANCE SECURITIZATION TRUSTS
COUNT	INVESTOR ID	SECURITIZATION TRUST NAME	SECURITIZATION TYPE
1	U61	AFL/CIO FED CREDIT UNION	Private
2	U85	AFR FLOW WHOLE LOANS	No Match
3	C73	Associated 2004-5	Private
4	E54	Associated 2005-1	Private
5	H45	Bank Atlantic 2007-1	Private
6	H84	BANK ATLANTIC 2008-1	Private
7	C53	Bank of America 2004-5	Private
8	N72	BANK United 2000-1	Private
9	C83	BAYVIEW 2004-D	Private
10	F27	Bayview 2006-A	Private
11	H28	Bayview 2007-A	Private
12	H59	BAYVIEW 2007-B	Private
13	L38	California Bank & Trust 2003-1	Private
14	C75	Capital Federal 2004-1	Private
15	E03	Capitol Federal 2005-1	Private
16	E70	Capitol Federal 2005-10	Private
17	E85	Capitol Federal 2005-13	Private
18	E04	Capitol Federal 2005-2	Private
19	E05	Capitol Federal 2005-3	Private
20	E16	Capitol Federal 2005-4	Private
21	E56	Capitol Federal 2005-7	Private
22	F89	CHL 2005 Flow	Private
23	H16	DLJ 2007-1	Private
24	R67	FIRST NATIONWIDE MORT	Private
25	R75	FIRST TRUST	Securitization
26	J62	First Virginia Community Bank	Private
27	J28	Goldman Sachs 3978 & 3988 (Option ARM's)	Rfc
28	H08JA0	GPMF 2007-AR1 Option ARM's	Private
29	L07	GREENPOINT 2003-WL2	Private
30	C08	ING Direct 2004-1	Private
31	C85	ING Direct 2004-11	Private
32	C56	ING Direct 2004-7	Private
33	C57	ING Direct 2004-8	Private
34	C99	ING Direct 2005-1	Private
35	E15	ING Direct 2005-5	Private
36	E43	ING Direct 2005-7	Private
37	C07	LABS 2004-1	Securitization
38	R80	LEH HM EQTY LNS 98-2	Securitization
39	F04	LMT 2005-2	Securitization
40	F23	LMT 2006-1	Securitization
41	F43	LMT 2006-4	Securitization
42	C7L	LMT 2006-9	Securitization

43	F98	LMT 2007-1	Securitization
44	H11	LMT 2007-3	Securitization
45	H51	LMT 2007-6	Securitization
46	J49	LMT 2008-6	Securitization
47	C5Y	LXS 2006-5	Securitization
48	C7Q	LXS 2007-1	Securitization
49	H50	LXS 2007-10H	Securitization
50	CBN	LXS 2007-2N (Option ARM's)	Rfc
51	H19	LXS 2007-6	Securitization
52	H41	LXS 2007-7N Option ARM's	Securitization
53	H42	LXS 2007-8H	Securitization
54	J58	MANA 2007-OAR4	Rfc
55	J34	MARM 2006-OA1 (Option ARM's)	Rfc
56	J93	MASSACHUSETTS MUTUAL 2000-1	Private
57	D71	MATRIX FINANCIAL S/A	Private
58	J91	MIDFIRST 2008-1	Private
59	R72	NORWEST BANK	Securitization
60	N67	PNC Mortgage	Private
61	U62	PRINCE GEORGE'S EMPLOYEES	Private
62	M80	QUAKER CITY 2001-2	Private
63	L26	Quaker City 2003-WL1	Private
64	J40	RLT 2008-AH1 (Option ARM's)	Private
65	L79	Sail 2003-BC12	Securitization
66	L80	Sail 2003-BC13	Securitization
67	C91	SAIL 2005-1	Securitization
68	F11	SAIL 2005-11	Securitization
69	E06	SAIL 2005-2	Securitization
70	C45	SARM 2004-11XS	Securitization
71	C47	SARM 2004-12	Securitization
72	C63	SARM 2004-14	Securitization
73	C71	SARM 2004-16	Securitization
74	L99	SARM 2004-3AC	Securitization
75	C1Q	SARM 2004-6	Securitization
76	E41	SARM 2005-10	Securitization
77	E32	SARM 2005-11	Securitization
78	C98	SARM 2005-2	Securitization
79	C5M	SARM 2005-23	Securitization
80	E12	SARM 2005-6XS	Securitization
81	E24	SARM 2005-8XS	Securitization
82	C5Z	SARM 2006-3	Securitization
83	F56	SARM 2006-6	Securitization
84	C6N	SARM 2006-7	Securitization
85	H01	SARM 2007-1	Securitization
86	C8X	SARM 2007-10	Securitization
87	J29	SARM 2008-1	Securitization
88	M75	SASCO 2001-15A	Securitization
89	M85	SASCO 2001-21A	Securitization
90	N99	SASCO 2001-9	Securitization
91	M05	SASCO 2002-10H	Securitization
92	M12	SASCO 2002-13	Securitization

93	M26	SASCO 2002-17	Securitization
94	L40	Sasco 2003-28XS	Securitization
95	L41	SASCO 2003-29	Securitization
96	L56	Sasco 2003-31A	Securitization
97	L63	Sasco 2003-33H	Securitization
98	L03	SASCO 2003-9A	Securitization
99	M62	SASCO 2003-AL1	Securitization
100	L22	Sasco 2003-AL2	Securitization
101	L75	Sasco 2003-S2	Securitization
102	C68	Sasco 2004-20	Securitization
103	L90	Sasco 2004-2AC	Securitization
104	L92	Sasco 2004-5H	Securitization
105	C14	Sasco 2004-9XS	Securitization
106	C04	Sasco 2004-GEL1	Securitization
107	J65	SASCO 2004-NP1	Securitization
108	E37	Sasco 2005-10	Securitization
109	E07	Sasco 2005-3	Securitization
110	C95C96	SASCO 2005-GEL1	Securitization
111	E28E29	SASCO 2005-GEL2	Securitization
112	E58E59	SASCO 2005-GEL3	Securitization
113	E89	Sasco 2005-SC1	Securitization
114	F64	SASCO 2006-BC2	Securitization
115	F82	SASCO 2006-BC5	Securitization
116	F21F22	SASCO 2006-GEL1	Securitization
117	F76F77	SASCO 2006-GEL4	Securitization
118	F92	SASCO 2006-Z	Securitization
119	F95	SASCO 2007-BC1	Securitization
120	H82H83	SASCO 2007-BC4	Securitization
121	H64	SASCO 2007-BNC1	Securitization
122	F96F97JA9	SASCO 2007-GEL1	Securitization
123	H14H15JB1	SASCO 2007-GEL2	Securitization
124	H47	SASCO 2007-TC1	Securitization
125	N62	SASCO 99 FHA/VA RF-1	Securitization
126	R84	SASCO FHA/VA RF-3B	Securitization
127	L23	Silvergate 2003-1	Private
128	J41	THE WASHINGTON TRUST COMPANY 2008-1	Private
129	U88	AFR Mass Mutual Buyouts	Private
130	U89	AFR DLJ Mortgage CAP	Private
131	U90	TVLB	Private
132	J37	WASH MUTUAL 2006-POWH7	Rfc
133	C7E	LMT 2006-8	Securitization
134	C7T	LXS 2007-3	Securitization
135	C9FH81	LMT 2007-10	Securitization
136	H32	SARM 2007-4	Securitization
137	H48	LXS 2007-11	Securitization
138	AR9	LXS 2006-GP4	Securitization - Master
139	ART	GPMF 2006-AR7	Securitization - Master
140	ARG	GPMF 2006-AR4	Securitization - Master
141	ARH	GPMF 2006-AR5	Securitization - Master
142	ARM	GPMF 2007-AR1	Securitization - Master

Schedule I-B

Schedule Loan-Level Delinquency Advance Securitization Trusts

SCHEDULE OF LOAN-LEVEL DELINQUENCY ADVANCE SECURITIZATION TRUSTS
COUNT	INVESTOR ID	SECURITIZATION TRUST NAME	SECURITIZATION TYPE
1	C73	Associated 2004-5	Private
2	E54	Associated 2005-1	Private
3	H45	Bank Atlantic 2007-1	Private
4	H84	BANK ATLANTIC 2008-1	Private
5	C53	Bank of America 2004-5	Private
6	N72	BANK United 2000-1	Private
7	C83	BAYVIEW 2004-D	Private
8	F27	Bayview 2006-A	Private
9	H28	Bayview 2007-A	Private
10	H59	BAYVIEW 2007-B	Private
11	L38	California Bank & Trust 2003-1	Private
12	C75	Capital Federal 2004-1	Private
13	E03	Capitol Federal 2005-1	Private
14	E70	Capitol Federal 2005-10	Private
15	E85	Capitol Federal 2005-13	Private
16	E04	Capitol Federal 2005-2	Private
17	E05	Capitol Federal 2005-3	Private
18	E16	Capitol Federal 2005-4	Private
19	E56	Capitol Federal 2005-7	Private
20	F89	CHL 2005 Flow	Private
21	H16	DLJ 2007-1	Private
22	R67	FIRST NATIONWIDE MORT	Private
23	R75	FIRST TRUST	Securitization
24	J62	First Virginia Community Bank	Private
25	J28	Goldman Sachs 3978 & 3988 (Option ARM's)	Rfc
26	H08JA0	GPMF 2007-AR1 Option ARM's	Private
27	L07	GREENPOINT 2003-WL2	Private
28	C08	ING Direct 2004-1	Private
29	C85	ING Direct 2004-11	Private
30	C56	ING Direct 2004-7	Private
31	C57	ING Direct 2004-8	Private
32	C99	ING Direct 2005-1	Private
33	E15	ING Direct 2005-5	Private
34	E43	ING Direct 2005-7	Private
35	C07	LABS 2004-1	Securitization
36	R80	LEH HM EQTY LNS 98-2	Securitization
37	F04	LMT 2005-2	Securitization
38	F23	LMT 2006-1	Securitization
39	F43	LMT 2006-4	Securitization
40	C7L	LMT 2006-9	Securitization
41	F98	LMT 2007-1	Securitization

42	H11	LMT 2007-3	Securitization
43	H51	LMT 2007-6	Securitization
44	J49	LMT 2008-6	Securitization
45	C5Y	LXS 2006-5	Securitization
46	C7Q	LXS 2007-1	Securitization
47	H50	LXS 2007-10H	Securitization
48	CBN	LXS 2007-2N (Option ARM's)	Rfc
49	H19	LXS 2007-6	Securitization
50	H41	LXS 2007-7N Option ARM's	Securitization
51	H42	LXS 2007-8H	Securitization
52	J58	MANA 2007-OAR4	Rfc
53	J34	MARM 2006-OA1 (Option ARM's)	Rfc
54	J93	MASSACHUSETTS MUTUAL 2000-1	Private
55	D71	MATRIX FINANCIAL S/A	Private
56	J91	MIDFIRST 2008-1	Private
57	N67	PNC Mortgage	Private
58	L26	Quaker City 2003-WL1	Private
59	L79	Sail 2003-BC12	Securitization
60	L80	Sail 2003-BC13	Securitization
61	C91	SAIL 2005-1	Securitization
62	F11	SAIL 2005-11	Securitization
63	E06	SAIL 2005-2	Securitization
64	C45	SARM 2004-11XS	Securitization
65	C47	SARM 2004-12	Securitization
66	C63	SARM 2004-14	Securitization
67	C71	SARM 2004-16	Securitization
68	L99	SARM 2004-3AC	Securitization
69	C1Q	SARM 2004-6	Securitization
70	E41	SARM 2005-10	Securitization
71	E32	SARM 2005-11	Securitization
72	C98	SARM 2005-2	Securitization
73	C5M	SARM 2005-23	Securitization
74	E12	SARM 2005-6XS	Securitization
75	E24	SARM 2005-8XS	Securitization
76	C5Z	SARM 2006-3	Securitization
77	F56	SARM 2006-6	Securitization
78	C6N	SARM 2006-7	Securitization
79	H01	SARM 2007-1	Securitization
80	C8X	SARM 2007-10	Securitization
81	J29	SARM 2008-1	Securitization
82	M75	SASCO 2001-15A	Securitization
83	N99	SASCO 2001-9	Securitization
84	M05	SASCO 2002-10H	Securitization
85	M12	SASCO 2002-13	Securitization
86	M26	SASCO 2002-17	Securitization
87	L40	Sasco 2003-28XS	Securitization
88	L41	SASCO 2003-29	Securitization
89	L56	Sasco 2003-31A	Securitization
90	L63	Sasco 2003-33H	Securitization
91	L03	SASCO 2003-9A	Securitization

92	M62	SASCO 2003-AL1	Securitization
93	L22	Sasco 2003-AL2	Securitization
94	L75	Sasco 2003-S2	Securitization
95	C68	Sasco 2004-20	Securitization
96	L90	Sasco 2004-2AC	Securitization
97	L92	Sasco 2004-5H	Securitization
98	C14	Sasco 2004-9XS	Securitization
99	C04	Sasco 2004-GEL1	Securitization
100	E37	Sasco 2005-10	Securitization
101	E07	Sasco 2005-3	Securitization
102	C95C96	SASCO 2005-GEL1	Securitization
103	E28E29	SASCO 2005-GEL2	Securitization
104	E58E59	SASCO 2005-GEL3	Securitization
105	E89	Sasco 2005-SC1	Securitization
106	F64	SASCO 2006-BC2	Securitization
107	F82	SASCO 2006-BC5	Securitization
108	F21F22	SASCO 2006-GEL1	Securitization
109	F76F77	SASCO 2006-GEL4	Securitization
110	F92	SASCO 2006-Z	Securitization
111	F95	SASCO 2007-BC1	Securitization
112	H82H83	SASCO 2007-BC4	Securitization
113	H64	SASCO 2007-BNC1	Securitization
114	F96F97JA9	SASCO 2007-GEL1	Securitization
115	H14H15JB1	SASCO 2007-GEL2	Securitization
116	H47	SASCO 2007-TC1	Securitization
117	N62	SASCO 99 FHA/VA RF-1	Securitization
118	R84	SASCO FHA/VA RF-3B	Securitization
119	J41	THE WASHINGTON TRUST COMPANY 2008-1	Private
120	J37	WASH MUTUAL 2006-POWH7	Rfc
121	C7E	LMT 2006-8	Securitization
122	C7T	LXS 2007-3	Securitization
123	C9FH81	LMT 2007-10	Securitization
124	H32	SARM 2007-4	Securitization
125	H48	LXS 2007-11	Securitization
126	AR9	LXS 2006-GP4	Securitization - Master
127	ART	GPMF 2006-AR7
128	ARG	GPMF 2006-AR4
129	ARH	GPMF 2006-AR5
130	ARM	GPMF 2007-AR1	Securitization - Master

Schedule II

Schedule of Pool-Level Delinquency Advance

Securitization Trusts

SCHEDULE II
SCHEDULE OF POOL-LEVEL DELINQUENCY ADVANCE SECURITIZATION TRUSTS
COUNT	INVESTOR ID	SECURITIZATION TRUST NAME	SECURITIZATION TYPE
1	U61	AFL/CIO FED CREDIT UNION	Private
2	U85	AFR FLOW WHOLE LOANS	No Match
3	R72	NORWEST BANK	Securitization
4	U62	PRINCE GEORGE'S EMPLOYEES	Private
5	M85	SASCO 2001-21A	Securitization
6	J65	SASCO 2004-NP1	Securitization
7	U88	AFR Mass Mutual Buyouts	Private
8	U89	AFR DLJ Mortgage CAP	Private

SCHEDULE III-A

SCHEDULE OF BOTTOM OF WATERFALL DELINQUENCY ADVANCE SECURITIZATION TRUSTS

SCHEDULE OF BOTTOM OF WATERFALL DELINQUENCY ADVANCE SECURITIZATION TRUSTS
COUNT	INVESTOR ID	SECURITIZATION TRUST NAME	SECURITIZATION TYPE
1	R75	FIRST TRUST	Securitization
2	M75	SASCO 2001-15A	Securitization
3	N99	SASCO 2001-9	Securitization
4	N62	SASCO 99 FHA/VA RF-1	Securitization
5	R84	SASCO FHA/VA RF-3B	Securitization

SCHEDULE III-B

SCHEDULE OF BOTTOM OF WATERFALL SERVICING ADVANCE

SECURITIZATION TRUSTS

SCHEDULE OF BOTTOM OF WATERFALL SERVICING ADVANCE SECURITIZATION TRUSTS
COUNT	INVESTOR ID	SECURITIZATION TRUST NAME	SECURITIZATION TYPE
1	N72	BANK United 2000-1	Private
2	L38	California Bank & Trust 2003-1	Private
3	R67	FIRST NATIONWIDE MORT	Private
4	R75	FIRST TRUST	Securitization
5	J62	First Virginia Community Bank	Private
6	D71	MATRIX FINANCIAL S/A	Private
7	M80	QUAKER CITY 2001-2	Private
8	L26	Quaker City 2003-WL1	Private
9	M75	SASCO 2001-15A	Securitization
10	M85	SASCO 2001-21A	Securitization
11	N99	SASCO 2001-9	Securitization
12	L75	Sasco 2003-S2	Securitization
13	J65	SASCO 2004-NP1	Securitization
14	N62	SASCO 99 FHA/VA RF-1	Securitization
15	R84	SASCO FHA/VA RF-3B	Securitization
16	U90	TVLB	Private

SCHEDULE IV

SCHEDULE OF INITIAL RECEIVABLES

[TO BE PROVIDED ELECTRONICALLY]

SCHEDULE V

SCHEDULE OF ADDITIONAL RECEIVABLES

[TO BE PROVIDED ELECTRONICALLY]

SCHEDULE VI

JUDICIAL/NON-JUDICIAL foreclosure STATE and TERRITORIES LIST

State Name	State	State Designation
Alaska	AK	Non-Judicial
Alabama	AL	Non-Judicial
Arkansas	AR	Non-Judicial
Arizona	AZ	Non-Judicial
California	CA	Non-Judicial
Colorado	CO	Non-Judicial
Connecticut	CT	Judicial
Dist. Of Col.	DC	Non-Judicial
Delaware	DE	Judicial
Florida	FL	Judicial
Georgia	GA	Non-Judicial
Hawaii	HI	Judicial
Iowa	IA	Judicial
Idaho	ID	Non-Judicial
Illinois	IL	Judicial
Indiana	IN	Judicial
Kansas	KS	Judicial
Kentucky	KY	Judicial
Louisiana	LA	Judicial
Massachusetts	MA	Non-Judicial
Maryland	MD	Non-Judicial
Maine	ME	Judicial
Michigan	MI	Non-Judicial
Minnesota	MN	Non-Judicial
Missouri	MO	Non-Judicial
Mississippi	MS	Non-Judicial
Montana	MT	Judicial
North Carolina	NC	Non-Judicial
North Dakota	ND	Judicial
Nebraska	NE	Judicial
New Hampshire	NH	Non-Judicial
New Jersey	NJ	Judicial
New Mexico	NM	Judicial
Nevada	NV	Non-Judicial
New York	NY	Judicial
Ohio	OH	Judicial
Oklahoma	OK	Judicial
Oregon	OR	Non-Judicial
Pennsylvania	PA	Judicial
Rhode Island	RI	Non-Judicial
South Carolina	SC	Judicial
South Dakota	SD	Judicial
Tennessee	TN	Non-Judicial

Texas	TX	Non-Judicial
Utah	UT	Non-Judicial
Virginia	VA	Non-Judicial
Vermont	VT	Judicial
Washington	WA	Non-Judicial
Wisconsin	WI	Judicial
West Virginia	WV	Non-Judicial
Wyoming	WY	Non-Judicial
Guam	GU	Non-Judicial
Puerto Rico	PR	Judicial
Virgin Islands	VI	Judicial
New York City	NYC	Judicial

________________________________

*** 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.

VII-1

SCHEDULE VII

Schedule of subserviced SECURITIZATION trusts

VII-1

Transaction Name

BAYVIEW 2007-B

GPMF 2007-AR1

LMT 2005-2

LMT 2006-8

LMT 2006-9

LXS 2007-10H

LXS 2007-3

LXS 2007-6

LXS 2007-7N

SARM 2004-11

SARM 2004-12

SARM 2004-14

SARM 2004-16

SARM 2004-3AC

SARM 2004-6

SARM 2005-11

SARM 2007-4

SAS 2007-TC1

SASCO 2003-28XS

SASCO 2003-31A

SASCO 2003-33H

SASCO 2003-9A

SASCO 2003-AL1

SASCO 2003-AL2

SASCO 2003-S2

SASCO 2004-2AC

SASCO 2004-5H

SASCO 2004-GEL1

SASCO 2005-10

SASCO 2005-GEL1

SASCO 2005-GEL2

Schedule VIII

WIRE instructions

If to Nationstar Mortgage LLC:

Name of Bank:Wells Fargo Bank, N.A.

City/State of Bank:San Francisco, CA

ABA Number of Bank:121-000-248

Name of Account:Nationstar Mortgage LLC

Account Number at Bank:4121888200

If to Nationstar Advance Funding 2012-R, LLC:

Name of Bank:Wells Fargo Bank, N.A.

City/State of Bank:San Francisco, CA

ABA Number of Bank:121-000-248

Name of Account:Nationstar Advance Funding 2012-R, LLC

Account Number at Bank:4124222662

If to the Reimbursement Account:

Name of Bank:Wells Fargo Bank, N.A.

ABA: 121-000-248

Account No.:3970771416

Account Name: Corporate Trust Clearing

For Further Credit To:48042801

If to the Note Payment Account:

Name of Bank:Wells Fargo Bank, N.A.

ABA: 121-000-248

Account No.:3970771416

Account Name: Corporate Trust Clearing

For Further Credit To:48042800

If to the Reserve Account:

Name of Bank:Wells Fargo Bank, N.A.

ABA: 121-000-248

Account No.:3970771416

Account Name: Corporate Trust Clearing

For Further Credit To:48042802

If to the Funding Account:

Name of Bank:Wells Fargo Bank, N.A.

ABA: 121-000-248

Account No.:3970771416

Account Name: Corporate Trust Clearing

For Further Credit To:48042803

If to the Hedge Account:

Name of Bank:Wells Fargo Bank, N.A.

ABA: 121-000-248

Account No.:3970771416

Account Name: Corporate Trust Clearing

For Further Credit To:48042804

If to the Agent:

Name of Bank: The Royal Bank of Scotland plc

City/State of Bank: Melville NY

ABA Number of Bank: 026-009-580

Name of Account: Windmill Funding Corporation

Account Number at Bank: 451118894850

REF: Nationstar 2012-R

If to the Noteholder:

Name of Bank: The Royal Bank of Scotland plc

City/State of Bank: Melville NY

ABA Number of Bank: 026-009-580

Name of Account: Windmill Funding Corporation

Account Number at Bank: 451118894850

REF: Nationstar 2012-R

If to the Conduit Purchaser:

Name of Bank: The Royal Bank of Scotland plc

City/State of Bank: Melville NY

ABA Number of Bank: 026-009-580

Name of Account: Windmill Funding Corporation

Account Number at Bank: 451118894850

REF: Nationstar 2012-R

If to the Owner Trustee:

Name of Bank:Wilmington Trust Company

ABA Number of Bank:031100092

Name of Account:Nationstar Advance Funding Trust 2012-R

Account Number at Bank:101632-000

If to the Verification Agent:

American Mortgage Consultants, Inc. - FID: 37-1576450

Signature Bank

261 Madison Avenue, NY, NY 10017

ABA: 026013576

Acct: 1501395524

SCHEDULE IX

SCHEDULE OF MSR TRANSFER EVIDENCE

1. Omnibus Consent, Amendment and Servicer Appointment, dated as of June 26, 2012, among Aurora Loan Services LLC, Aurora Bank FSB, Nationstar Mortgage LLC, The Bank of New York Mellon, Citibank, N.A., HSBC Bank USA, National Association, U.S. Bank National Association, Wells Fargo Bank, National Association and Wilmington Trust Company, RBS Acceptance Inc. (f/k/a Greenwich Capital Acceptance, Inc.), Lehman ABS Corporation, Ocwen Federal Bank FSB, MBIA Insurance Corporation, Ambac Assurance Corporation and CIFG Assurance North America, Inc.

2. Omnibus Amendment, dated as of June 26, 2012, among Structured Asset Securities Corporation, Aurora Loan Services LLC and U.S. Bank National Association, as trustee.

3. Asset Purchase Agreement.

4.All rating agency confirmations for the transfer of servicing to Nationstar as required by the applicable Servicing Contract.

5. Consent, dated as of June 26, 2012, between Aurora Loan Services LLC, Aurora Bank FSB, Wells Fargo Bank, National Association and Lehman ABS Corporation. 

6.Consent, dated as of June 26, 2012 between Aurora Loan Services LLC, Aurora Bank FSB and ALS.

7.Consent, Amendment and Master Servicer Amendment, dated as of June 26, 2012, between Aurora Loan Services LLC, U.S. Bank National Association, as trustee and Residential Accredit Loans, Inc.

SCHEDULE X

SCHEDULE OF LEGACY DEFERRED SERVICING FEES

All data as of 5/31/2012
COUNT	INVESTOR ID	SECURITIZATION TRUST NAME	LEGACY DEFERRED SERVICING FEES JUDICIAL	LEGACY DEFERRED SERVICING FEES NON JUDICIAL
1	U61	AFL/CIO FED CREDIT UNION	[***]	[***]
2	U85	AFR FLOW WHOLE LOANS	[***]	[***]
3	C73	Associated 2004-5	[***]	[***]
4	E54	Associated 2005-1	[***]	[***]
5	H45	Bank Atlantic 2007-1	[***]	[***]
6	H84	BANK ATLANTIC 2008-1	[***]	[***]
7	C53	Bank of America 2004-5	[***]	[***]
8	N72	BANK United 2000-1	[***]	[***]
9	C83	BAYVIEW 2004-D	[***]	[***]
10	F27	Bayview 2006-A	[***]	[***]
11	H28	Bayview 2007-A	[***]	[***]
12	H59	BAYVIEW 2007-B	[***]	[***]
13	L38	California Bank & Trust 2003-1	[***]	[***]
14	C75	Capital Federal 2004-1	[***]	[***]
15	E03	Capitol Federal 2005-1	[***]	[***]
16	E70	Capitol Federal 2005-10	[***]	[***]
17	E85	Capitol Federal 2005-13	[***]	[***]
18	E04	Capitol Federal 2005-2	[***]	[***]
19	E05	Capitol Federal 2005-3	[***]	[***]
20	E16	Capitol Federal 2005-4	[***]	[***]
21	E56	Capitol Federal 2005-7	[***]	[***]
22	F89	CHL 2005 Flow	[***]	[***]
23	H16	DLJ 2007-1	[***]	[***]
24	R67	FIRST NATIONWIDE MORT	[***]	[***]
25	R75	FIRST TRUST	[***]	[***]
26	J62	First Virginia Community Bank	[***]	[***]
27	J28	Goldman Sachs 3978 & 3988 (Option ARM's)	[***]	[***]
28	H08JA0	GPMF 2007-AR1 Option ARM's	[***]	[***]
29	L07	GREENPOINT 2003-WL2	[***]	[***]
30	C08	ING Direct 2004-1	[***]	[***]
31	C85	ING Direct 2004-11	[***]	[***]
32	C56	ING Direct 2004-7	[***]	[***]
33	C57	ING Direct 2004-8	[***]	[***]
34	C99	ING Direct 2005-1	[***]	[***]
35	E15	ING Direct 2005-5	[***]	[***]
36	E43	ING Direct 2005-7	[***]	[***]
37	C07	LABS 2004-1	[***]	[***]
38	R80	LEH HM EQTY LNS 98-2	[***]	[***]
39	F04	LMT 2005-2	[***]	[***]

40	F23	LMT 2006-1	[***]	[***]
41	F43	LMT 2006-4	[***]	[***]
42	C7L	LMT 2006-9	[***]	[***]
43	F98	LMT 2007-1	[***]	[***]
44	H11	LMT 2007-3	[***]	[***]
45	H51	LMT 2007-6	[***]	[***]
46	J49	LMT 2008-6	[***]	[***]
47	C5Y	LXS 2006-5	[***]	[***]
48	C7Q	LXS 2007-1	[***]	[***]
49	H50	LXS 2007-10H	[***]	[***]
50	CBN	LXS 2007-2N (Option ARM's)	[***]	[***]
51	H19	LXS 2007-6	[***]	[***]
52	H41	LXS 2007-7N Option ARM's	[***]	[***]
53	H42	LXS 2007-8H	[***]	[***]
54	J58	MANA 2007-OAR4	[***]	[***]
55	J34	MARM 2006-OA1 (Option ARM's)	[***]	[***]
56	J93	MASSACHUSETTS MUTUAL 2000-1	[***]	[***]
57	D71	MATRIX FINANCIAL S/A	[***]	[***]
58	J91	MIDFIRST 2008-1	[***]	[***]
59	R72	NORWEST BANK	[***]	[***]
60	N67	PNC Mortgage	[***]	[***]
61	U62	PRINCE GEORGE'S EMPLOYEES	[***]	[***]
62	M80	QUAKER CITY 2001-2	[***]	[***]
63	L26	Quaker City 2003-WL1	[***]	[***]
64	J40	RLT 2008-AH1 (Option ARM's)	[***]	[***]
65	L79	Sail 2003-BC12	[***]	[***]
66	L80	Sail 2003-BC13	[***]	[***]
67	C91	SAIL 2005-1	[***]	[***]
68	F11	SAIL 2005-11	[***]	[***]
69	E06	SAIL 2005-2	[***]	[***]
70	C45	SARM 2004-11XS	[***]	[***]
71	C47	SARM 2004-12	[***]	[***]
72	C63	SARM 2004-14	[***]	[***]
73	C71	SARM 2004-16	[***]	[***]
74	L99	SARM 2004-3AC	[***]	[***]
75	C1Q	SARM 2004-6	[***]	[***]
76	E41	SARM 2005-10	[***]	[***]
77	E32	SARM 2005-11	[***]	[***]
78	C98	SARM 2005-2	[***]	[***]
79	C5M	SARM 2005-23	[***]	[***]
80	E12	SARM 2005-6XS	[***]	[***]
81	E24	SARM 2005-8XS	[***]	[***]
82	C5Z	SARM 2006-3	[***]	[***]
83	F56	SARM 2006-6	[***]	[***]
84	C6N	SARM 2006-7	[***]	[***]
85	H01	SARM 2007-1	[***]	[***]
86	C8X	SARM 2007-10	[***]	[***]
87	J29	SARM 2008-1	[***]	[***]
88	M75	SASCO 2001-15A	[***]	[***]
89	M85	SASCO 2001-21A	[***]	[***]

90	N99	SASCO 2001-9	[***]	[***]
91	M05	SASCO 2002-10H	[***]	[***]
92	M12	SASCO 2002-13	[***]	[***]
93	M26	SASCO 2002-17	[***]	[***]
94	L40	Sasco 2003-28XS	[***]	[***]
95	L41	SASCO 2003-29	[***]	[***]
96	L56	Sasco 2003-31A	[***]	[***]
97	L63	Sasco 2003-33H	[***]	[***]
98	L03	SASCO 2003-9A	[***]	[***]
99	M62	SASCO 2003-AL1	[***]	[***]
100	L22	Sasco 2003-AL2	[***]	[***]
101	L75	Sasco 2003-S2	[***]	[***]
102	C68	Sasco 2004-20	[***]	[***]
103	L90	Sasco 2004-2AC	[***]	[***]
104	L92	Sasco 2004-5H	[***]	[***]
105	C14	Sasco 2004-9XS	[***]	[***]
106	C04	Sasco 2004-GEL1	[***]	[***]
107	J65	SASCO 2004-NP1	[***]	[***]
108	E37	Sasco 2005-10	[***]	[***]
109	E07	Sasco 2005-3	[***]	[***]
110	C95C96	SASCO 2005-GEL1	[***]	[***]
111	E28E29	SASCO 2005-GEL2	[***]	[***]
112	E58E59	SASCO 2005-GEL3	[***]	[***]
113	E89	Sasco 2005-SC1	[***]	[***]
114	F64	SASCO 2006-BC2	[***]	[***]
115	F82	SASCO 2006-BC5	[***]	[***]
116	F21F22	SASCO 2006-GEL1	[***]	[***]
117	F76F77	SASCO 2006-GEL4	[***]	[***]
118	F92	SASCO 2006-Z	[***]	[***]
119	F95	SASCO 2007-BC1	[***]	[***]
120	H82H83	SASCO 2007-BC4	[***]	[***]
121	H64	SASCO 2007-BNC1	[***]	[***]
122	F96F97JA9	SASCO 2007-GEL1	[***]	[***]
123	H14H15JB1	SASCO 2007-GEL2	[***]	[***]
124	H47	SASCO 2007-TC1	[***]	[***]
125	N62	SASCO 99 FHA/VA RF-1	[***]	[***]
126	R84	SASCO FHA/VA RF-3B	[***]	[***]
127	L23	Silvergate 2003-1	[***]	[***]
128	J41	THE WASHINGTON TRUST COMPANY 2008-1	[***]	[***]
129	U88	AFR Mass Mutual Buyouts	[***]	[***]
130	U89	AFR DLJ Mortgage CAP	[***]	[***]
131	U90	TVLB	[***]	[***]
132	J37	WASH MUTUAL 2006-POWH7	[***]	[***]
133	C7E	LMT 2006-8	[***]	[***]
134	C7T	LXS 2007-3	[***]	[***]
135	C9FH81	LMT 2007-10	[***]	[***]
136	H32	SARM 2007-4	[***]	[***]
137	H48	LXS 2007-11	[***]	[***]
138	AR9	LXS 2006-GP4	[***]	[***]
139	ART	GPMF 2006-AR7	[***]	[***]

140	ARG	GPMF 2006-AR4	[***]	[***]
141	ARH	GPMF 2006-AR5	[***]	[***]
142	ARM	GPMF 2007-AR1	[***]	[***]

*** 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-4.5

Exhibit 4.5

CONFIDENTIAL TREATMENT REQUESTED

Nationstar Advance Funding Trust 2012-C

as Issuer

and

WELLS FARGO BANK, N.A.

as Indenture Trustee

_____________________

Indenture

Dated as of June 26, 2012

_________________________

Nationstar Advance Funding Trust 2012-C

Servicer Advance Receivables Backed Notes, Series 2012-C

i

TABLE OF CONTENTS

PRELIMINARY STATEMENT

GRANTING CLAUSE

GENERAL COVENANT

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		2
Section 1.01.	Definitions.	2
Section 1.02.	Rules of Construction.	44
ARTICLE II THE NOTES		45
Section 2.01.	Forms; Denominations; Conditions Precedent.	45
Section 2.02.	Execution, Authentication, Delivery and Dating.	46
Section 2.03.	Acknowledgment of Receipt of the Receivables.	47
Section 2.04.	The Notes Generally.	48
Section 2.05.	Registration of Transfer and Exchange of Notes.	48
Section 2.06.	Mutilated, Destroyed, Lost or Stolen Notes.	50
Section 2.07.	Noteholder Lists.	51
Section 2.08.	Persons Deemed Owners.	51
Section 2.09.	Accounts.	52
Section 2.10.	Payments on the Notes.	53
Section 2.11.	Final Payment Notice.	59
Section 2.12.	Compliance with Withholding Requirements.	59
Section 2.13.	Cancellation.	60
Section 2.14.	Additional Note Balance.	60
Section 2.15.	Reserve Account.	60
Section 2.16.	Redemption; Clean-up Call Option; Optional Paydown.	61
Section 2.17.	Securities Accounts	62
Section 2.18.	Tax Treatment of the Notes.	65
Section 2.19.	Purchase Option.	65
Section 2.20.	Hedge Agreements	66
ARTICLE III SATISFACTION AND DISCHARGE		70
Section 3.01.	Satisfaction and Discharge of Indenture.	70
Section 3.02.	Application of Trust Money.	70
ARTICLE IV EVENTS OF DEFAULT; REMEDIES		71
Section 4.01.	Events of Default.	71
Section 4.02.	Acceleration of Maturity; Rescission and Annulment.	74
Section 4.03.	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.	75
Section 4.04.	Remedies.	77
Section 4.05.	Application of Money Collected.	78
Section 4.06.	Limitation on Suits.	78
Section 4.07.	Unconditional Right of Noteholders to Receive Principal and Interest.	78
Section 4.08.	Restoration of Rights and Remedies.	79
Section 4.09.	Rights and Remedies Cumulative.	79

i

Section 4.10.	Delay or Omission Not Waiver.	79
Section 4.11.	Control by Noteholders.	79
Section 4.12.	Waiver of Past Defaults.	80
Section 4.13.	Undertaking for Costs.	80
Section 4.14.	Waiver of Stay or Extension Laws.	81
Section 4.15.	Sale of Trust Estate.	81
Section 4.16.	Action on Notes.	82
ARTICLE V THE INDENTURE TRUSTEE		83
Section 5.01.	Certain Duties and Responsibilities.	83
Section 5.02.	Notice of Defaults.	86
Section 5.03.	Certain Rights of Indenture Trustee.	86
Section 5.04.	Compensation and Reimbursement.	88
Section 5.05.	Corporate Indenture Trustee Required; Eligibility.	89
Section 5.06.	Authorization of Indenture Trustee.	90
Section 5.07.	Merger, Conversion, Consolidation or Succession to Business.	90
Section 5.08.	Resignation and Removal; Appointment of Successor.	90
Section 5.09.	Acceptance of Appointment by Successor.	92
Section 5.10.	Unclaimed Funds.	92
Section 5.11.	Illegal Acts.	93
Section 5.12.	Communications by the Indenture Trustee.	93
Section 5.13.	Separate Indenture Trustees and Co-Trustees.	93
ARTICLE VI REPORTS TO NOTEHOLDERS		94
Section 6.01.	Reports to Noteholders and Others.	94
Section 6.02.	Servicer Reports.	96
Section 6.03.	Access to Certain Information.	98
ARTICLE VII FUNDING ACCOUNT; PURCHASE OF ADDITIONAL RECEIVABLES		98
Section 7.01.	Funding Account.	98
Section 7.02.	Purchase of Receivables.	99
Section 7.03.	Addition and Removal of Servicing Contracts.	101
Section 7.04.	Removal of Subserviced Securitization Trusts.	103
ARTICLE VIII SUPPLEMENTAL INDENTURES; AMENDMENTS		103
Section 8.01.	Supplemental Indentures or Amendments Without Consent of Noteholders.	103
Section 8.02.	Supplemental Indentures With Consent of Noteholders.	104
Section 8.03.	Delivery of Supplements and Amendments.	105
Section 8.04.	Execution of Supplemental Indentures, etc.	105
Section 8.05.	Note Issuance.	106
ARTICLE IX COVENANTS; WARRANTIES		108
Section 9.01.	Maintenance of Office or Agency.	108
Section 9.02.	Existence.	109
Section 9.03.	Payment of Taxes and Other Claims.	109
Section 9.04.	Validity of the Notes; Title to the Trust Estate; Lien.	109
Section 9.05.	Protection of Trust Estate.	110
Section 9.06.	Nonconsolidation.	110
Section 9.07.	Negative Covenants.	111
Section 9.08.	Statement as to Compliance.	112
Section 9.09.	Issuer may Consolidate, Etc., only on Certain Terms.	112

ii

Section 9.10.	Purchase of Notes.	114
Section 9.11.	Indemnification.	114
ARTICLE X AGENT		115
Section 10.01.	Appointment.	115
Section 10.02.	Nature of Duties.	116
Section 10.03.	Rights, Exculpation, Etc.	116
Section 10.04.	Reliance.	117
Section 10.05.	Indemnification.	118
Section 10.06.	Agent Individually.	118
Section 10.07.	Successor Agent.	118
Section 10.08.	Collateral Matters.	119
ARTICLE XI MISCELLANEOUS		120
Section 11.01.	Execution Counterparts.	120
Section 11.02.	Compliance Certificates and Opinions, etc.	120
Section 11.03.	Form of Documents Delivered to Indenture Trustee.	120
Section 11.04.	Acts of Noteholders.	121
Section 11.05.	Computation of Percentage of Noteholders.	122
Section 11.06.	Notice to the Indenture Trustee, the Issuer and Certain Other Persons.	122
Section 11.07.	Notices to Noteholders; Notification Requirements and Waiver.	122
Section 11.08.	Successors and Assigns.	123
Section 11.09.	Separability Clause.	123
Section 11.10.	Governing Law.	123
Section 11.11.	Effect of Headings and Table of Contents.	123
Section 11.12.	Benefits of Indenture.	123
Section 11.13.	Non-Recourse Obligation.	123
Section 11.14.	Inspection.	124
Section 11.15.	Method of Payment.	124
Section 11.16.	No Recourse.	125
Section 11.17.	Wire Instructions.	125
Section 11.18.	Noteholder Consent	125

iii

Exhibits and Schedules
Exhibit A-I	Form of Variable Funding Note
Exhibit A-II-1	Form of Global Term Note
Exhibit A-II-2	Form of Certificated Term Note
Exhibit B	Form of Transferee Certificate for Transfers of Notes to Qualified Institutional Buyers
Exhibit C	Form of Monthly Servicer Report
Exhibit D	Form of Payment Date Report
Exhibit E	Form of Funding Date Report
Exhibit F	Form of Trustee Report
Exhibit G	Form of Calculation Agent Report
Exhibit H	Form of Assignment of Receivables and Schedule of Securitization Trusts
Schedule I-A	Schedule of Loan-Level Servicing Advance Securitization Trusts
Schedule I-B	Schedule of Loan-Level Delinquency Advance Securitization Trusts
Schedule II	Schedule of Pool-Level Delinquency Advance Securitization Trusts
Schedule III-A	Schedule of Non-Backstopped Securitization Trusts
Schedule III-B	Schedule of Non-FIFO Securitization Trusts
Schedule IV	Schedule of Initial Receivables
Schedule V	Schedule of Additional Receivables
Schedule VI	Schedule of Judicial and Non-Judicial Foreclosure States and Territories
Schedule VII	Wire Instructions
Schedule VIII	Schedule of Subserviced Securitization Trusts
Schedule IX	Schedule of MSR Transfer Evidence
Schedule X	Schedule of Legacy Deferred Servicing Fees

iv

1

INDENTURE, dated as of June 26, 2012 (as amended, modified or supplemented from time to time as permitted hereby, this “Indenture”), between NATIONSTAR ADVANCE FUNDING TRUST 2012-C, a Delaware statutory trust, as issuer (the “Issuer”), and WELLS FARGO BANK, N.A., a national banking association, not in its individual capacity, but solely as Indenture Trustee (the “Indenture Trustee”) under this Indenture.

PRELIMINARY STATEMENT

WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of its Advance Receivables Backed Variable Funding Notes, Series 2012-C (the “Variable Funding Notes”) and its Advance Receivables Backed Term Notes, Series 2012-C (the “Term Notes” and, together with the Variable Funding Notes, the “Notes”).

NOW THEREFORE, all things necessary to make the Notes, when the Notes are executed by the Issuer and authenticated and delivered by the Indenture Trustee hereunder and duly issued by the Issuer, the valid and legally binding obligations of the Issuer enforceable in accordance with their terms, and to make this Indenture a valid and legally binding agreement of the Issuer enforceable in accordance with its terms, have been done.

GRANTING CLAUSE

The Issuer hereby Grants to the Indenture Trustee, as Indenture Trustee for the benefit of the Secured Parties, all of the Issuer's right, title and interest, whether now owned or hereafter acquired, in and to: (i) the Initial Receivables and any Additional Receivables and all moneys due thereon or paid thereunder or in respect thereof (including, without limitation, any Repurchase Prices and proceeds of any sales) on and after the Initial Funding Date; (ii) all rights of the Issuer under the Receivables Purchase Agreement, including, without limitation, to enforce the obligations of the Seller thereunder with respect to the Aggregate Receivables; (iii) the Accounts and all moneys, “securities,” “instruments,” “accounts,” “general intangibles,” “chattel paper,” “financial assets,” “investment property” (the terms in quotations are defined in the UCC) and other property on deposit or credited to the Accounts from time to time (whether or not such property constitutes or is derived from payments, collections or recoveries received, made or realized in respect of the Aggregate Receivables or otherwise); (iv) all right, title and interest of the Issuer as assignee of the Seller to the contractual rights to payment on the Aggregate Receivables under each Servicing Contract and all related documents, instruments and agreements pursuant to which the Seller acquired, or acquired an interest in, any of the Aggregate Receivables; (v) true and correct copies of all books, records and documents relating to the Aggregate Receivables in any medium, including without limitation paper, tapes, disks and other electronic media; (vi) all other moneys, securities, reserves and other property now or at any time in the possession of the Indenture Trustee or its bailee, agent or custodian and relating to any of the foregoing, including without limitation, any of the Issuer's funds on deposit in the Funding Account from time to time; (vii) any Hedge Agreements, all payments thereunder and the Issuer's rights thereunder (including any collateral pledged for the benefit of the Issuer thereunder) (if applicable); and (viii) all proceeds of the foregoing of every kind and nature whatsoever, including, without limitation, all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property that at any time constitute all or part of or are included in the proceeds of the foregoing ((i) through (viii), collectively, the “Trust Estate”).

The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, the payment of any amounts owing in respect of the Hedge

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Agreements and to secure compliance with the provisions of this Indenture, all as provided in this Indenture.

The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein to the best of its ability such that the interests of the Secured Parties may be adequately and effectively protected.

GENERAL COVENANT

AND IT IS HEREBY COVENANTED AND DECLARED that the Notes are to be authenticated and delivered by the Indenture Trustee, that the Trust Estate is to be held by or on behalf of the Indenture Trustee and that moneys in the Trust Estate are to be applied by the Indenture Trustee for the benefit of the Secured Parties, subject to the further covenants, conditions and trusts hereinafter set forth, and the Issuer does hereby represent and warrant, and covenant and agree, to and with the Indenture Trustee, for the equal and proportionate benefit and security of each Secured Party, as follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION

Section 1.01. Definitions.

Whenever used in this Indenture, including in the Preliminary Statement, the Granting Clause and the General Covenant hereinabove set forth, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Section 1.01 or, if not specified in this Section 1.01, then in the applicable Servicing Contract.

“1933 Act”: The Securities Act of 1933, as amended, and the rules, regulations and published interpretations of the Securities and Exchange Commission promulgated thereunder from time to time.

“1934 Act”: The Securities Exchange Act of 1934, as amended, and the rules, regulations and published interpretations of the Securities and Exchange Commission promulgated thereunder from time to time.

“1939 Act”: The Trust Indenture Act of 1939, as amended, and the rules, regulations and published interpretations of the Securities and Exchange Commission promulgated thereunder from time to time.

“1940 Act”: The Investment Company Act of 1940, as amended, and the rules, regulations and published interpretations of the Securities and Exchange Commission promulgated thereunder from time to time.

“Accounts”: The Reimbursement Account, the Note Payment Account, the Reserve Account, the Funding Account, the Hedge Account and any Posted Collateral Account.

“Act”: As defined in Section 11.04 hereof.

“Accrual Period”: With respect to the Notes and any Payment Date, the period commencing on and including the Payment Date preceding such Payment Date (or, in the case of the initial Accrual Period, the Initial Funding Date) and ending on and including the day preceding such Payment Date. All Notes shall accrue interest on an actual/360 basis during each Accrual Period.

“Additional Note Balance”: With respect to each Funding Date after the Initial Funding Date and the Variable Funding Notes, the amount of additional principal of the Variable Funding Notes advanced by the

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Note Purchasers on such Funding Date in accordance with Section 7.01 of this Indenture and the Note Purchase Agreement.

“Additional Receivables”: With respect to each Funding Date after the Initial Funding Date, the Receivables sold by the Seller to the Depositor and then sold and/or contributed by the Depositor to the Issuer on such Funding Date and Granted by the Issuer to the Indenture Trustee to comprise part of the Trust Estate.

“Administration Agreement”: The Administration Agreement, dated as of June 26, 2012, between the Issuer and the Administrator.

“Administrator”: Nationstar, and its successors and assigns in such capacity.

“Advance Category”: With respect to any Receivable, the applicable category set forth on the Schedule of Initial Receivables set forth on Schedule IV hereto or the Schedule of Additional Receivables set forth on Schedule V hereto, as applicable, which shall be a “Delinquency Advance (Judicial State)”, “Delinquency Advance (Non-Judicial State)”, “Escrow Advance (Judicial State), “Escrow Advance (Non-Judicial State)”, “Corporate Advance (Judicial State),” “Corporate Advance (Non-Judicial State),” “Legacy Deferred Servicing Fee (Judicial State)” or “Legacy Deferred Servicing Fee (Non-Judicial State),” as applicable.

“Advance Reimbursement Amounts”: Amounts paid to or retained by the Servicer in its capacity as servicer for the Securitization Trust, including amounts withdrawn from the related Collection Account, as reimbursement of any Delinquency Advance or Servicing Advance or payment of any Legacy Deferred Servicing Fee, in each case, pursuant to the applicable Servicing Contract.

“Affiliate”: With respect to any specified Person, for purposes of this Indenture only, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities or other beneficial interest, by contract or otherwise; and the terms “controlling” and “controlled” have the meanings correlative to the foregoing.

“Agent”: Credit Suisse AG, New York Branch, as agent under the Transaction Documents, and its successors and assigns in such capacity.

“Agent Members”: Members of, or participants in, the Depository.

“Aggregate Collateral Value”: With respect to the Collateral as of any date, the sum, without duplication, of (i) the Aggregate Variable Funding Note Collateral Value on such date and (ii) if the Term Notes are Outstanding, the Aggregate Term Note Collateral Value on such date.

“Aggregate Receivables”: All Initial Receivables and all Additional Receivables.

“Aggregate Term Note Collateral Value”: With respect to the Collateral and any Outstanding Term Notes as of any date, the sum, without duplication, of (i) the Term Note Collateral Value on such date and (ii) the product of (A) the Excess Amount on deposit in the Accounts (including the par amount of all Permitted Investments in such Account) on such date and (B) the applicable Discount Factor Proportional Weighting Ratio on such date.

“Aggregate Variable Funding Note Collateral Value”: With respect to the Collateral and the Variable Funding Notes as of any date, the sum, without duplication, of (i) the Variable Funding Note Collateral Value

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on such date and (ii) the product of (A) the Excess Amount on deposit in the Accounts (including the par amount of all Permitted Investments in such Account) on such date and (B) the applicable Discount Factor Proportional Weighting Ratio on such date.

“Amounts Held for Future Distribution”: With respect to any Delinquency Advance and the applicable Securitization Trust, funds being held in the Collection Account of such Securitization Trust for future distribution or withdrawal on or in connection with a distribution date in subsequent months.

“Anticipated Repayment Date”:  The Payment Date that is twenty-four (24) months after the Closing Date, as such date may be amended from time to time.

“Applicable Redemption Percentage”: As of any Redemption Date with respect to a Partial Redemption, a fraction expressed as percentage, the numerator of which is the Note Principal Balance subject to such Partial Redemption and the denominator of which is the Note Principal Balance of all of the Notes as of such Redemption Date.

“Approved Refinancing”:  Any refinancing of the Notes wherein such refinancing may be repaid only from: (A) Advance Reimbursement Amounts; (B) proceeds from the issuance of Notes pursuant to Section 8.05; (C) proceeds from sales of the Receivables for fair market value to parties that are not Affiliates of the Seller, the Depositor or the Issuer; or (D) proceeds from sales for fair market value to a bankruptcy remote, special entity that simultaneously sells, finances or securitizes the Collateral.

“Asset Purchase Agreement”: That certain Residential Servicing Asset Purchase Agreement, dated as of March 6, 2012, by and among the MSR Sellers and Seller, as amended.

“Authenticating Agent”: As defined in Section 2.02(b).

“Authorized Officer”: With respect to the Owner Trustee or the Administrator, any officer of the Owner Trustee or the Administrator who is authorized to act for the Owner Trustee or the Administrator in matters relating to the Issuer and who is identified on the list of authorized officers delivered by the Owner Trustee or the Administrator to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter) and, with respect to the Issuer, any Authorized Officer of the Owner Trustee or of the Administrator.

“Available Funds”: With respect to any Payment Date or Redemption Date relating to a Total Redemption, the sum, without duplication, of (i) Advance Reimbursement Amounts on deposit in the Reimbursement Account on such Payment Date or Redemption Date, as applicable, amounts earned on Permitted Investments, which are paid into the Note Payment Account), (ii) all funds to be deposited to the Note Payment Account from the Reserve Account or the Funding Account on or before such Payment Date, (iii) any funds received by the Indenture Trustee in connection with the repurchase of a Receivable pursuant to Section 2.19 or 7.03(b) of this Indenture and Section 6.02 of the Receivables Purchase Agreement, plus (iv) any applicable Hedge Payment Amount and any other amounts set forth in Section 2.20 to be deposited into the Note Payment Account from the Hedge Account on or before such Payment Date.

“Bill of Sale”: With respect to any Funding Date, a bill of sale, substantially in the form found in Exhibit C to the Receivables Purchase Agreement, delivered by Seller and the Depositor to the Issuer, the Agent and the Indenture Trustee pursuant to the Receivables Purchase Agreement.

“Business Day”: Any day other than (i) a Saturday, (ii) a Sunday, (iii) a day on which the New York Stock Exchange is closed, or (iv) a day on which banking institutions are authorized or obligated by law or executive order to remain closed in New York, New York, Dallas, Texas, or in any other city in which the

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Corporate Trust Office of the Indenture Trustee is located.

“Calculation Agent”: As defined in Section 6.01(c) of this Indenture.

“Calculation Agent Fee”: $[***], per year, payable in monthly installments of $[***], to the Calculation Agent on each Payment Date for services rendered under this Indenture.

“Cap Agreement”: Any interest rate cap agreement or agreements entered into from time to time, between the Cap Provider and the Agent (for the benefit of the Noteholders), on behalf of the Issuer, including any novations, schedule, confirmations, credit support annex or other credit support document relating thereto.

“Cap Provider”: The cap provider under any Cap Agreement and, thereafter, any successors and assigns in such capacity that at least meet the requirements for a replacement cap provider as set forth under the applicable Cap Agreement and Section 2.20(b) hereof.

“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.

“Capitalized Servicing Advance”: As defined in the Asset Purchase Agreement.

“Cash”: Coin or currency of the United States or immediately available federal funds, including such funds delivered by wire transfer.

“Cash Purchase Price”: As defined in the Receivables Purchase Agreement.

“Certificate Registrar”: The Certificate Registrar under the Trust Agreement.

“Certificated Term Note”: Any Term Note in definitive and fully registered form without interest coupons, in substantially the form attached hereto as Exhibit A-II-2.

“Certificateholder”: As defined in the Trust Agreement.

“Change of Control”: With respect to Nationstar, 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 1934 Act) of outstanding shares of voting stock or LLC interests of Nationstar at any time if after giving effect to such acquisition Nationstar Mortgage Holdings Inc. and any Affiliates thereof do not collectively own, directly or indirectly, more than fifty-one percent (51%) of such outstanding voting stock or LLC interests.

“Class”: All of the Notes having the same series and alphabetical class designation (regardless of any numerical or interest rate designation). As of the date hereof, the Variable Funding Notes constitute one Class; as of the date of issuance of any Term Notes, the Variable Funding Notes and the Term Notes will constitute separate Classes.

“Clean-up Call Date”: As defined in Section 2.16(b) hereof.

“Clean-up Call Notice”: As defined in Section 2.16(b) hereof.

“Clean-up Call Option”: The right of the Agent to require the Issuer to repurchase all or a portion of

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the Notes in accordance with Section 2.16(b) hereof.

“Closing Date”: June 26, 2012.

“Code”: The Internal Revenue Code of 1986 and regulations promulgated thereunder, including proposed regulations to the extent that, by reason of their proposed effective date, could, as of the date of any determination or opinion as to the tax consequences of any action or proposed action or transaction, be applied to the Notes.

“Collateral”: Individually and collectively, the assets constituting the Trust Estate from time to time.

“Collateral Coverage Requirement”: With respect to any date, the requirement that the Aggregate Collateral Value of the Collateral shall be greater than or equal to the Note Principal Balance of the Notes as of such date (after giving effect to any purchase of Additional Note Balance or Additional Receivables on such date).

“Collateral Performance Test”: A collateral performance benchmark or similar test or “trigger” or a servicer ratings-based benchmark or similar ratings test or “trigger” in a Servicing Contract or, with respect to any Subserviced Securitization Trust, Related Servicing Contract, the failure of which triggers a Servicer Termination Event pursuant to the terms of such Servicing Contract or Related Servicing Contract, as applicable.

“Collection Account”: Means the custodial account into which payments in respect of, or related to, Mortgage Loans held in Securitization Trusts are paid by Mortgagors.

“Collection Period”: With respect to any Payment Date, the calendar month immediately preceding the month of such Payment Date.

“Commercial Paper Notes”:  With respect to each Conduit Purchaser, the short-term promissory notes issued by such Conduit Purchaser. 

“Commercial Paper Rate”:  With respect to each Accrual Period, with respect to each Conduit Purchaser, the per annum rate equivalent to the weighted average cost related to the issuance of related Commercial Paper Notes for such Accrual Period (such costs as reasonably determined by the related sponsor or administrative agent for such Conduit Purchaser, and which shall include (without duplication) the fees and commissions of placement agents and dealers, incremental carrying costs incurred with respect to Commercial Paper Notes, other borrowings by such Conduit Purchaser and any other costs associated with the issuance of such Commercial Paper Notes); provided, that if any component of such per annum rate is a discount rate, in calculating the “Commercial Paper Rate”, the related Administrative Agent shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum.

“Commitment”: As defined in the Note Purchase Agreement.

“Conduit Purchasers”: (i) Any Purchaser which is designated as a “Conduit Purchaser” on the signature pages to the Note Purchase Agreement and (ii) any Purchaser which is designated as a “Conduit Purchaser” on the signature pages of any assignment agreement pursuant to which it becomes a party to the Note Purchase Agreement.

“Control Person”: With respect to any Person, any other Person that constitutes a “controlling person” within the meaning of Section 15 of the 1933 Act.

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“Controlling Class”: The Variable Funding Notes or, if the Variable Funding Notes have been paid in full following the issuance of Term Notes pursuant to this Indenture, the Term Notes.

“Controlling Class Majority Noteholders”: The Noteholders of the Controlling Class holding collectively more than 50% of the sum of (i) if the Variable Funding Notes are the Controlling Class, the aggregate Commitments set forth in the Note Purchase Agreement of the Outstanding Variable Funding Notes plus (ii) if the Term Notes are the Controlling Class, the Term Note Principal Balance of the Outstanding Term Notes.

“Controlling Class Required Noteholders”: The Noteholders of the Controlling Class evidencing collectively 66 2/3% or more of the sum of (i) if the Variable Funding Notes are the Controlling Class, the aggregate Commitments set forth in the Note Purchase Agreement (in the case of the Variable Funding Notes) of the Outstanding Variable Funding Notes plus (ii) if the Term Notes are the Controlling Class, the Term Note Principal Balance of the Outstanding Term Notes.

“Corporate Advance”: Any Servicing Advance made by the Servicer pursuant to the terms and provisions of a Servicing Contract to inspect, protect, preserve or repair the underlying properties that secure related Mortgage Loans or that have been acquired through foreclosure or deed in lieu of foreclosure or other similar action pending disposition thereof, or for similar or related purpose, including, but not limited to, necessary legal fees and costs expended or incurred by the Servicer in connection with foreclosure, bankruptcy, eviction or litigation actions with or involving the obligors on such related Mortgage Loans, as well as costs to obtain clear title to such a property, to protect the priority of the lien created by any such related Mortgage Loan on such underlying property, and to dispose of such underlying properties taken through foreclosure or by deed in lieu thereof or other similar action, which is reported by the Servicer in the Monthly Servicer Report under the advance type heading “Corporate Advance”.

“Corporate Advance (Judicial States)”: All Corporate Advances related to Mortgage Loans for which the underlying property is located in a jurisdiction which provides for a judicial foreclosure process, as set forth in Schedule VI hereto.

“Corporate Advance (Non-Judicial States)”: All Corporate Advances related to Mortgage Loans for which the underlying property is located in a jurisdiction which provides for a non-judicial foreclosure process, as set forth in Schedule VI hereto.

“Corporate Trust Office”: The principal corporate trust offices of the Indenture Trustee at which at any particular time its corporate trust business with respect to the Issuer shall be administered, which offices at the Closing Date are located at (i) for Note and Trust Certificate transfer purposes, Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113, Attn: Corporate Trust Services CTO Transfer Group - Nationstar Advance Funding Trust 2012-C and (ii) for all other purposes, at 9062 Old Annapolis Road, Columbia, Maryland 20145-1951, Attention: Client Manager - Nationstar Advance Funding Trust 2012-C.

“Cost of Funds Rate”: For any day of any Accrual Period, (a) to the extent a Conduit Purchaser has funded its interest in the Variable Funding Notes through the issuance of Commercial Paper Notes, the Commercial Paper Rate applicable to such Conduit Purchaser and (b) in all other cases, the sum of LIBOR plus [***]%.

“Current-Paying Mortgage Loan”: As of any date of determination, a Mortgage Loan with respect to which no payment is more than 60 days Delinquent.

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“Daily Interest Amount”: With respect to each day in each related Accrual Period for the Variable Funding Notes, an amount equal to (x) the Variable Funding Note Floating Rate times (y) the Variable Funding Note Principal Balance as of the preceding Business Day after giving effect to all changes to the Variable Funding Note Principal Balance on or prior to such preceding Business Day times (z) a fraction, the numerator of which is one and the denominator of which is 360. With respect to each day in each related Accrual Period for the Term Notes, an amount equal to (x) the Term Note Interest Rate for the Term Notes times (y) the applicable Term Note Principal Balances of the Term Notes as of the preceding Business Day after giving effect to all changes to the Term Note Principal Balance of the Term Notes on or prior to such preceding Business Day times (z) a fraction, the numerator of which is one and the denominator of which is 360.

“Daily Interest Amount (Post-Default)”: With respect to each day in each related Accrual Period for the Variable Funding Notes during the occurrence and continuance of an Early Amortization Event or Event of Default, an amount equal to (x) the Variable Funding Default Additional Rate times (y) the Variable Funding Note Principal Balance as of the preceding Business Day after giving effect to all changes to the Variable Funding Note Principal Balance on or prior to such preceding Business Day times (z) a fraction, the numerator of which is one (1) and the denominator of which is 360. With respect to each day in each related Accrual Period for the Term Notes during the occurrence and continuance of an Early Amortization Event or Event of Default, an amount equal to (x) the Term Note Default Additional Rate for the Term Notes times (y) the Term Note Principal Balance as of the preceding Business Day after giving effect to all changes to the Term Note Principal Balance on or prior to such preceding Business Day times (z) a fraction, the numerator of which is one (1) and the denominator of which is 360.

“Daily Interest Amount (Post-Stepdown)”: With respect to each day in each related Accrual Period for the Variable Funding Notes on or after the Stepdown Date, as applicable, an amount equal to (x) the applicable Variable Funding Note Post-Stepdown Additional Rate times (y) the positive difference, if any, between (A) the Variable Funding Note Principal Balance as of the preceding Business Day after giving effect to all changes to the Variable Funding Note Principal Balance on or prior to such preceding Business Day and (B) with respect to any date on or after the Stepdown Date, $[***] times (z) a fraction, the numerator of which is one and the denominator of which is 360.

“Defaulted Swap Termination Payment”: Any termination payment required to be made by the Issuer to a Swap Provider pursuant to the applicable Swap Agreement in the event of an “Event of Default” under such Swap Agreement (as defined in such Swap Agreement) in respect of which such Swap Provider is the “Defaulting Party” (as defined in such Swap Agreement) or with respect to a “Termination Event” other than an “Illegality” or a “Tax Event” (as each such term is defined in such Swap Agreement) with respect to which such Swap Provider is the sole “Affected Party” (as defined in such Swap Agreement).

“Delinquency Advance”: Any “Advance”, “P&I Advance”, “Monthly Advance” or “Delinquency Advance” (or term of substantially similar import, howsoever denominated or defined) under and as defined in the relevant Servicing Contracts, which is reported by the Servicer in the Monthly Servicer Report under the advance type heading “Delinquency Advance”.

“Delinquency Ratio”: With respect to any Securitization Trust and any date, a ratio, expressed as a percentage, the numerator of which is the unpaid Principal Balance of Mortgage Loans in such Securitization Trust that are (i) 60 days or more Delinquent, (ii) REO properties, or (iii) in foreclosure or with respect to which the mortgagor is in bankruptcy, and the denominator of which is the unpaid Principal Balance of all Mortgage Loans in such Securitization Trust.

“Delinquent”: A Mortgage Loan is “Delinquent” if any Monthly Payment due thereon is not made by the close of business on the day such Monthly Payment is required to be paid. For instance, a Mortgage

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Loan is “30 days Delinquent” if any Monthly Payment due thereon has not been received by the close of business on the corresponding day of the month immediately succeeding the month in which such Monthly Payment was required to be paid or, if there is no such corresponding day (e.g., as when a 30-day month follows a 31-day month in which a payment was required to be paid on the 31st day of such month), then on the last day of such immediately succeeding month. The determination of whether a Mortgage Loan is “60 days Delinquent,” “90 days Delinquent,” etc., shall be made in a like manner.

“Depositor”: Nationstar Advance Funding 2012-C, LLC.

“Depository”:  The Depository Trust Company, its nominees, and their respective successors.

“Discount Factor Proportional Weighting Ratio”: (i) With respect to the Variable Funding Notes, a fraction the numerator of which is the sum of the outstanding principal balances of Variable Funding Notes and the denominator of which is the Note Principal Balance; and (ii) with respect to the Term Notes, a fraction the numerator of which is the outstanding principal balances of the Term Notes and the denominator of which is the Note Principal Balance.

“Discount Factor Reduction Event” With respect to any date of determination, any of the conditions or events set forth in the table below under the heading “Discount Factor Reduction Event”:

Discount Factor Reduction Event	Discount Factor Reduction Percentage
(a) with respect to all Eligible Receivables in all Securitization Trusts, the Rolling Three Month Reimbursement Percentage is less than (i) 20% but greater than 15%,	[***]
(ii) 15% but greater than 14%,	[***]
(iii) 14% but greater than 13%,	[***]
(iv) 13% but greater than 12%,	[***]
(v) 12% but greater than 11%,	[***]
(vi) 11% but greater than 10%,	[***]
(vii) 10% but greater than 9%,	[***]
(viii) 9% but greater than 8%,	[***]
(ix) 8% but greater than 7%,	[***]
(x) 7% but greater than 6%,	[***]
(xi) 6% but greater than 5% and	[***]
(xii) 5%;	[***]
(b) the ratio of the Seller's Total Indebtedness to Tangible Net Worth exceeds 7:1;	[***]
(c) with respect to Receivables related to Delinquency Ratio Securitization Trusts; and	[***]
(d) with respect to Receivables related to WAMO Securitization Trusts.	[***]

“Discount Factor Reduction Percentage”: The percentage applicable upon the occurrence of a particular Discount Factor Reduction Event, which percentage is set forth in the table under the definition of Discount Factor Reduction Event above, under the column titled “Discount Factor Reduction Percentage.”

“Early Amortization Event”: Immediately upon the sending of notice by the Agent to the Indenture Trustee and the Servicer of the occurrence of any of the following conditions or events:

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(a)the occurrence of any Event of Default under this Indenture; or

(b)the Servicer's status as an approved servicer of residential Mortgage Loans is terminated by both Fannie Mae and Freddie Mac; provided, that, a termination of the Servicer's status as an approved servicer of residential mortgage loans by Fannie Mae or Freddie Mac due to the liquidation, dissolution, insolvency or receivership or the termination as a government sponsored enterprise of Fannie Mae or Freddie Mac, as applicable, shall not result in an Early Amortization Event under this clause (b); or

(c)(i) the Verification Agent is terminated prior to the selection and approval by the Agent (such approval not to be unreasonably withheld or delayed) or a successor verification agent and the assumption of the Verification Agent's duties by such successor verification agent; or (ii) the Verification Agent resigns and the effective date of such resignation is prior to the selection and approval by the Agent (such approval not to be unreasonably withheld or delayed) or a successor verification agent and the assumption of the Verification Agent's duties by such successor verification agent; or

(d)[reserved]; or

(e)the Seller fails to transfer any and all outstanding Receivables relating to Securitization Trusts (to the extent applicable Delinquency Advances and Servicing Advances are made) by the first Funding Date (other than in the event the related Additional Note Balances are not purchased by the Noteholders pursuant to the terms of Section 2.01 of the Note Purchase Agreement) on or after the date that is 30 days after the date upon which such Receivable was created and the Seller has actual knowledge of such failure; or

(f)the sale by the Seller or the sale and/or contribution by the Depositor of Receivables relating to any Securitization Trust to any Person other than the Depositor or the Issuer, respectively, other than as permitted pursuant to the terms and provisions of the Transaction Documents; or

(g)except with respect to any Servicing Contract under which the Servicer shall have ceased to be Servicer upon the final distribution date or termination of the related Securitization Trust in accordance with the terms and provisions of such Servicing Contract or, with respect to any Subserviced Securitization Trust, any Related Servicing Contract under which the related MSR Seller, as servicer, shall have ceased to be servicer upon the final distribution date or termination of the related Subserviced Securitization Trust in accordance with the terms and provisions of such servicing contract, (i) Nationstar as Servicer shall have given or received a notice of resignation or termination under one or more Servicing Contracts and/or (ii) with respect to any Subserviced Securitization Trusts, the related MSR Seller, as servicer, shall have given or received a notice of resignation or termination or ceased to exist as a corporate entity under one or more Related Servicing Contracts, that constitute in the aggregate 15% or more of the aggregate outstanding principal balance of the Mortgage Loans under all of the Servicing Contracts as of such date; provided, however, that the occurrence of a Servicer Termination Event resulting solely from the failure of a Collateral Performance Test shall not result in an Early Amortization Event under this clause (g) unless and until a notice of termination is delivered to the Servicer or the related MSR Seller, as servicer, by the Securitization Trustee or other servicing counterparty, in each case that is authorized to deliver such notice, as applicable; provided, further, that, with respect to clause (g)(ii) above, in the event Nationstar shall become the successor servicer under any such servicing contract, then for so long as no other Early Amortization Event (including under this clause (g)) shall have occurred and be continuing, the occurrence and continuance of such Early Amortization Event shall cease to be of further effect; or

(h)any U.S. federal income tax is imposed on the Issuer as a taxable mortgage pool or other entity treated as a corporation for U.S. federal income tax purposes, or a tax, ERISA, or other government lien is imposed on the Receivables or any property of the Issuer, the Depositor or the Seller; or

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(i)as of the Business Day immediately preceding any Payment Date, the amount on deposit in the Reserve Account on such Business Day is less than the Required Reserve Amount as of the Payment Date immediately preceding such Payment Date; or

(j)(A) a Change of Control shall have occurred without the consent of the Agent (such consent not to be unreasonably withheld), (B) Nationstar shall cease to own 100% of the equity interest in the Depositor or (C) the Depositor shall cease to own 100% of the Trust Certificates; or

(k)the aggregate of the Variable Funding Note Principal Balance and all accrued and unpaid interest and Unused Line Fee Amounts with respect to all outstanding Variable Funding Notes shall not have been paid in full by the close of business on the Anticipated Repayment Date; or

(l)Nationstar's sub-prime servicer rating from S&P is below “Average” or below the corresponding level from Moody's (to the extent Nationstar is rated thereby) or Fitch; or

(m)the Tangible Net Worth of Nationstar is less than the sum of (i) $175,000,000 plus (ii) the product of (x) 0.5 and (y) the aggregate amount of proceeds received by the Seller in connection with an issuance of equity interests in the Seller from and after the Closing Date; or

(n)the ratio of Total Indebtedness to Tangible Net Worth of Nationstar is greater than 9:1; or

(o)(i) as of the close of business on the last Business Day of any calendar month, the Servicer shall have less than $50,000,000 in undrawn and available borrowing capacity under its committed servicer advance funding facilities (other than the facility provided in accordance with the terms and provisions of the Transaction Documents); or (ii) as of the close of business on the last Business Day of any calendar month, the Servicer shall have less than $250,000,000 in aggregate borrowing capacity under funding facilities provided by lenders (other than Credit Suisse or any Affiliates thereof); or

(p)as of any Payment Date, the average operating net income of Nationstar, determined in accordance with GAAP, for the most recently concluded two (2) consecutive fiscal quarters shall be less than $1.

“Eligible Account”: Either (i) an account maintained with a federal or state chartered depository institution or trust company, the short-term deposit or short-term unsecured debt obligations of which (or of such institution's parent holding company) are rated “A-1” or better by S&P, or, if no short term rating exists for such entity, the long-term deposit or long-term unsecured debt obligations of which (or of such institution's parent holding company) are rated “A+” or better by S&P, or (ii) a segregated trust account maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity, which, in the case of a state chartered depository institution or trust company is subject to regulations regarding fiduciary funds on deposit therein substantially similar to 12 CFR § 9.10(b), and which, in either case, has a combined capital and surplus of at least $75,000,000 and is subject to supervision or examination by federal or state authority. Eligible Accounts may bear interest.

“Eligible Receivable”: A Receivable which meets the following criteria:

(a) at the time the related Advance was made, such Advance was determined by the Servicer in good faith to (i) be ultimately recoverable from collections on the related Mortgage Loan, related liquidation proceeds or otherwise from any other proceeds of or collections on the related Mortgage Loan, (ii) comply with all requirements for reimbursement under the related Servicing Contract and, with respect to any Subserviced Securitization Trust, the Related Servicing Contract, and (iii) be authorized pursuant to the terms of the related Servicing Contract and, with respect to any Subserviced Securitization Trust, the Related

11

Servicing Contract;

(b)such Receivable (i) constitutes an “account” within the meaning of Section 9-102(a)(2), a “general intangible” within the meaning of Section 9-102(a)(42) or a “payment intangible” within the meaning of Section 9-102(a)(61) (or, in each case, the corresponding provision in effect in a particular jurisdiction) of the UCC in all applicable jurisdictions, (ii) is denominated and is payable in the U.S. dollars, (iii) relates to a Mortgage Loan that is secured by a first lien on the underlying mortgaged property, (iv) does not breach any of the applicable representations and warranties set forth in Section 6.01 of the Receivables Purchase Agreement, which breach has continued uncured past the time at which the Seller was required to repurchase of a Receivable pursuant to Section 6.02 of the Receivables Purchase Agreement, (v) as of the date such Receivable was acquired by the Depositor, acquired by the Issuer and pledged to the Indenture Trustee, neither the Servicer nor the Depositor, as the case may be, had (A) taken any action that would impair the right, title and interest of the Indenture Trustee therein, or (B) failed to take any action that was necessary to avoid impairing the Indenture Trustee's right, title and interest therein, (vi) is not subject to any adverse claim and all right, title and interest in and to such Receivable have been validly assigned and conveyed by the Seller to the Depositor in a true sale transaction and sold and/or contributed by the Depositor to the Issuer, and (vii) is not subject to any litigation or similar actions which has the affect of a moratorium, cessation or suspension of reimbursements with respect to such Receivable;

(c)such Receivable does not relate to a Mortgage Loan the terms of which have been modified after the creation of such Receivable (for purposes of this clause (c), a Mortgage Loan has been modified only after the modification continues effective following any trial period) and is not a Capitalized Servicing Advance;

(d)such Receivable was created and is outstanding under an Eligible Servicing Contract;

(e)such Receivable does not relate to a Mortgage Loan that was liquidated, including but not limited to disposition, charge off or other final recovery determination, more than 30 days prior to the date of determination;

(f)such Receivable does not relate to a Mortgage Loan with respect to which a Foreclosure Moratorium Event has occurred and, within 60 days of the occurrence of such Foreclosure Moratorium Event, such Foreclosure Moratorium Event shall continue to be in effect;

(g)the Advance related to such Receivable either (A) has been fully funded by the Servicer (or funded by a predecessor servicer and purchased by the Servicer) using its own funds and/or Amounts Held for Future Distribution (to the extent permitted under the related Servicing Contract and, with respect to any Subserviced Securitization Trust, any Related Servicing Contract) and/or Advance Reimbursement Amounts in excess of the related Expense Reserve, and/or amounts drawn on the Notes, or (B) in the case of P&I Advances to be disbursed on the related Funding Date, will be funded on the related Funding Date, and all amounts necessary to fund the Servicer's portion of the related Advance are on deposit in an account under the exclusive control and direction of the Indenture Trustee pending remittance to the appropriate Securitization Trustees, and the Servicer determined in good faith at the time of making the related Advance that it is recoverable out of proceeds of the related Mortgage Loan and is authorized to be reimbursed pursuant to the related Servicing Contract and, with respect to any Subserviced Securitization Trust, the Related Servicing Contract;

(h)is not both a Non-Backstopped Receivable and a Non-FIFO Receivable; and

(i)all Legacy Deferred Servicing Fees relate to Servicing Fees accrued on or prior to the Closing

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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.

“Eligible Servicing Contract”: With respect to any Securitization Trust, a Servicing Contract that meets the following eligibility criteria:

(a)under such agreement, the Servicer is permitted to reimburse itself or to be reimbursed by a master servicer, as applicable, for related Advances out of late collections of the amounts advanced, including from insurance proceeds and liquidation proceeds from the related Mortgage Loan with respect to which such Advances were made, prior to any payment to any holders of any notes, certificates or other securities backed by the related mortgage loan pool, which securities must have included a “AAA” or equivalent rated class at the time of execution of the Servicing Contract or, with respect to any Subserviced Securitization Trust, the Related Servicing Contract, as applicable (unless otherwise approved by the Administrative Agent in its sole discretion), and prior to payment of any party subrogated to the rights of the holders of such securities (such as a reimbursement right of a credit enhancer) or any hedge or derivative termination fees, or to any related Securitization Trust or any related Securitization Trustee, custodian, hedge counterparty or credit enhancer;

(b)all Receivables arising under such Servicing Contract are free and clear of any adverse claim in favor of any person (other than Permitted Liens) and the related Securitization Trustee, master servicer, securities administrator, trust administrator and any related monoline insurer or other credit enhancement provider shall have been delivered a notice in the agreed form and signed by the Servicer;

(c)neither the Servicing Contract nor, with respect to any Subserviced Securitization Trust, the Related Servicing Contract prohibits the sale and/or contribution to the Issuer of the rights to reimbursement for the Delinquency Advances, Servicing Advances and Legacy Deferred Servicing Fees under the related Securitization Trust, and the assignment and Grant thereof to the Indenture Trustee, does not violate the terms of the related Servicing Contract, the Related Servicing Contract or any other document or agreements to which the Seller is a party or to which its assets or properties are subject;

(d)(i) if a Legacy Deferred Servicing Fee arises under such Servicing Contract or, with respect to any Subserviced Securitization Trust, the Related Servicing Contract, such Servicing Contract or Related Servicing Contract, as applicable, provides that (A) such Legacy Deferred Servicing Fee is paid prior to payments on the related securities, (B) payment of such Legacy Deferred Servicing Fee is not subject to any rights of set off (or such rights have been waived), (C) on any date of determination following July 2, 2012, the related Securitization Trustee has acknowledged the assignment and pledge of such Legacy Deferred Servicing Fee and (D) payments in respect of such Legacy Deferred Servicing Fee are not commingled with any other funds of the Servicer and (ii) with respect to each Servicing Contract or, with respect to any Subserviced Securitization Trust, the Related Servicing Contract, such Servicing Contract or Related Servicing Contract, as applicable, such Servicing Contract or Related Servicing Contract has been amended with respect to the advance facility section of such Servicing Contract or Related Servicing Contract to the satisfaction of the Agent in its sole and absolute consent;

(e)the Servicing Contract and, with respect to any Subserviced Securitization Trust, the Related Servicing Contract is in full force and effect;

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(f)as of the end of the most recently concluded calendar month, the unpaid principal balance of the related Mortgage Loans serviced under such Servicing Contract is at least $[***], and at least [***] Mortgage Loans are being serviced under such Servicing Contract;

(g)the Servicing Contract and, with respect to any Subserviced Securitization Trust, the Related Servicing Contract, as applicable, arises under and is governed by the laws of the United States or a state within the United States;

(h)the Delinquency Ratio with respect to such Servicing Contract is no greater than 50%; provided, that, notwithstanding the foregoing, if the Delinquency Ratio with respect to such Servicing Contract is greater than or equal to [***]% but less than [***]% (a “Delinquency Ratio Securitization Trust”), and the aggregate Receivables Balance with respect to such Delinquency Ratio Securitization Trust, when added to the aggregate Receivables Balance of all Delinquency Ratio Securitization Trusts, does not cause the aggregate Receivables Balance with respect to Delinquency Ratio Securitization Trusts to exceed [***]% of the Note Principal Balance, then such Servicing Contract shall nonetheless remain an “Eligible Servicing Contract” under this clause (h);

(i)reserved;

(j)the Weighted Average Months Outstanding with respect to such Servicing Contract is no greater than 18 months; provided, that, notwithstanding the foregoing, if the Weighted Average Months Outstanding is greater than or equal to 18 months but no greater than 24 months (a “WAMO Securitization Trust”), and the aggregate Receivables Balance with respect to such WAMO Securitization Trust, when added to the aggregate Receivables Balance of all WAMO Securitization Trusts, does not cause the aggregate Receivables Balance with respect to WAMO Securitization Trusts to exceed [***]% of the Note Principal Balance, then such Servicing Contract shall nonetheless remain an “Eligible Servicing Contract” under this clause (j);

(k)the Servicing Contract or, with respect to any Subserviced Securitization Trust, the Related Servicing Contract, as applicable, provides for reimbursement of the Servicer for all Advances upon termination of the related Securitization Trust ahead of the related security holders, except to the extent the Servicer or servicers are the only entities with termination rights and have agreed not to exercise such termination rights unless all servicer advances are reimbursed at termination, as applicable;

(l)such Servicing Contract does not relate to a Securitization Trust sponsored or guaranteed by Fannie Mae, Freddie Mac or any other similar government-sponsored enterprise or as to which Fannie Mae, Freddie Mac or any other similar government-sponsored enterprise has the ability to exercise control over the servicing of the related Mortgage Loans or to elect not reimburse or permit the reimbursement of Advances;

(m) (i) Servicer has not received any notice of termination or default or a claim for monetary loss from any security holder or counterparty to the Servicing Contract or any person with authority to terminate the Servicer under the Servicing Contract; (ii) on any date of determination, such Servicing Contract does not relate to a Securitization Trust for which a Servicer Termination Event has occurred and is continuing; (iii) with respect to each Subserviced Securitization Trust, the related MSR Seller, as servicer, has not received any notice of termination, removal or default or a claim for monetary loss from any security holder or counterparty to the Related Servicing Contract or any person with authority to terminate such MSR Seller under such servicing contract; or (iv) with respect to each Subserviced Securitization Trust, the Related Servicing Contract does not relate to a Securitization Trust for which a Servicer Termination Event has

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occurred and is continuing; provided, that, with respect to clause (m)(iii) and (iv) above, in the event Nationstar shall become the successor servicer under any such servicing contract, then for so long as no other clause under the definition of “Eligible Servicing Contract (including under this clause (m)) shall be breached, such breach of clause (m)(iii) or (m)(iv) above shall be of no further force and effect;

(n)with respect to any Servicing Contract that does not relate to a Subserviced Securitization Trust, the Seller has delivered to the Agent the MSR Transfer Evidence with respect to such Servicing Contract; and

(o)with respect to any Servicing Contract that relates to a Subserviced Securitization Trust, (i) the Related Servicing Contract provides that the “Master Servicer” thereunder is a servicing counterparty authorized to replace or succeed the “Primary Servicer” following a termination thereof under such Related Servicing Contract and (ii) Nationstar is the “Master Servicer” under such Related Servicing Contract.

“Entitlement Order”: As defined in Section 8-102(a)(8) of the UCC.

“ERISA”: The Employee Retirement Income Security Act of 1974, as amended.

“Escrow Advance”: A Servicing Advance made by the Servicer pursuant to the terms and provisions of a Servicing Contract (which such Servicing Advance has not been repaid or reimbursed to the Seller) of tax and insurance escrow amounts required to be, but not, paid by a Mortgagor under the related Mortgage Loan, which is reported by the Servicer in the Monthly Servicer Report under the advance type heading “Escrow Advance”.

“Escrow Advance (Judicial States)”: All Escrow Advances related to Mortgage Loans for which the underlying property is located in a jurisdiction which provides for a judicial foreclosure process, as set forth in Schedule VI hereto.

“Escrow Advance (Non-Judicial States)”: All Escrow Advances related to Mortgage Loans for which the underlying property is located in a jurisdiction which provides for a non-judicial foreclosure process, as set forth in Schedule VI hereto.

“Event of Default” or “EOD”: As defined in Section 4.01 hereof.

“Excess Amount”: As of any Funding Date that is not a Payment Date and to be applied pursuant to Sections 2.10(d)(i) through (v), all amounts on deposit in the Reimbursement Account as of the close of business on the prior day minus the Expense Reserve as of such date.

“Expense Reserve”: As of any date, the amount required to make all of the payments specified in Section 2.10(c)(i) through (v) on the immediately succeeding Payment Date to the extent known on such date.

“Fannie Mae”: Fannie Mae, a body corporate organized and existing under the laws of the United States, or its successor in interest.

“FDIC”: Federal Deposit Insurance Corporation or any successor.

“Fee Side Letter”: That certain letter, identified as such, dated of even date herewith, entered into among the Issuer, the Seller, Credit Suisse AG, New York Branch, as “Committed Purchaser” and the Agent, as the same may be amended, modified or supplemented from time to time.

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“Final Payment Date”: The Payment Date on which the final payment on the Issuer Obligations is made hereunder by reason of all principal, interest and other amounts due and payable on such Issuer Obligations having been paid or the Collateral having been exhausted.

“Financial Asset”: As defined in Section 8-102(a)(9) of the UCC.

“Fitch”: Fitch, Inc., a nationally recognized statistical rating organization under the federal securities laws.

“Foreclosure Moratorium Event”: (i) Any applicable federal, state or local governmental authority has ordered a moratorium, cessation or suspension of foreclosure activity or (ii) the Servicer has voluntarily imposed a moratorium, cessation or suspension of foreclosure activity.

“Freddie Mac”: Freddie Mac, a body corporate organized and existing under the laws of the United States, or its successor in interest.

“Funding Account”: The segregated account, or accounts, each of which shall be an Eligible Account, established and maintained pursuant to Section 2.09 and entitled “Wells Fargo Bank, N.A., as Indenture Trustee in trust for the Noteholders of the Nationstar Advance Funding Trust 2012-C Advance Receivables Backed Notes, Series 2012-C, Funding Account.” The Funding Account may be a sub-account of the Reimbursement Account.

“Funding Conditions”: As defined in Section 7.02.

“Funding Date”: During the Funding Period, (i) other than July 9, 2012, the 9th day of each calendar month or, if such day is not a Business Day, the immediately succeeding Business Day, (ii) the 18th day of each calendar month or, if such day is not a Business Day, the immediately preceding Business Day, (iii) the 27th day of each calendar month or, if such day is not a Business Day, the immediately succeeding Business Day and (iv) any other date (in addition to the foregoing) agreed to among the Agent, the Issuer and the Indenture Trustee.

“Funding Date Report”: As defined in Section 6.02(c).

“Funding Imbalance”: As defined in Section 7.03.

“Funding Interruption Event”: Any condition or event that with notice or the passage of time, or both, would constitute an Early Amortization Event.

“Funding Notice”: As defined in Section 2.01(d) of the Receivables Purchase Agreement.

“Funding Period”: The period beginning on the Initial Funding Date and ending upon the earliest to occur of (i) the Anticipated Repayment Date, (ii) the occurrence of an Early Amortization Event, (iii) the occurrence of an Event of Default or (iv) the Redemption Date relating to a Total Redemption.

“GAAP”: Such accounting principles as are generally accepted in the United States.

“Global Term Note”:  Any Term Note in global form with respect to which the ownership and transfers are made through book entries by the Depository, in substantially the form attached hereto as Exhibit A-II-1.

“Governmental Authority”: As defined in the Receivables Purchase Agreement.

“Grant”: To mortgage, pledge, bargain, sell, warrant, alienate, demise, convey, assign, transfer, create

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and grant a security interest in and right of setoff against, deposit, set over and confirm. A Grant of Collateral shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including without limitation the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other moneys and proceeds payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise, and generally to do and receive anything which the granting party is or may be entitled to do or receive thereunder or with respect thereto.

“Hedge Account”:  To the extent the Agent (on behalf of the Noteholders) enters into any Hedge Agreements pursuant to Section 2.20, the trust account or accounts created and maintained by the Indenture Trustee pursuant to Sections 2.09 and 2.20(c) which shall be entitled “Hedge Account, Wells Fargo Bank, N.A., as Indenture Trustee, in trust for the registered Noteholders of Servicer Advance Receivables Trust 2012-C Advance Receivables Backed Notes” and which must be an Eligible Account.

“Hedge Agreement”:  Any Cap Agreement or Swap Agreement, as applicable, approved by the Agent.

“Hedge Payment Amount”:  With respect to any Payment Date, the aggregate amount deposited into the Hedge Account from any Hedge Agreements (other than any hedge termination payments), in the case of any Swap Agreement, net of all amounts then payable to the applicable Swap Provider by the Issuer.

“Hedge Payment Event”: On any date subsequent to the termination of the Funding Period, the remittance of funds by any Hedge Provider into the Hedge Account.

“Hedge Provider”: The Cap Provider or Swap Provider, as applicable, under any Hedge Agreement.

________________________________

*** 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.

“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 (to the extent so guaranteed); (h) all obligations of such Person incurred in connection with the acquisition or carrying of fixed assets by such Person; (i) indebtedness of general partnerships of which such Person is a general partner; and (j) any other indebtedness of such Person by a note, bond, debenture or similar instrument.

“Indemnified Parties”: As defined in Section 9.11(b).

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“Indenture”: This instrument, including the schedules and exhibits hereto, as originally executed or as it may be supplemented or amended from time to time by one or more other indentures supplemental hereto entered into pursuant to the applicable provisions hereof.

“Indenture Trustee”: Wells Fargo Bank, N.A., a national banking association, in its capacity as indenture trustee under this Indenture, or its successor in interest, or any successor indenture trustee appointed as provided in this Indenture.

“Indenture Trustee Fee”: $[***], per year, payable in monthly installments of $[***], to the Indenture Trustee on each Payment Date for services rendered under this Indenture. To the extent there is more than one Payment Date in any given month, the Indenture Trustee Fee in such month shall include an additional $[***] for each such additional Payment Date.

“Independent”: When used with respect to any specified Person, any such Person who (i) is in fact independent of the Indenture Trustee, the Issuer, the Depositor, the Seller and any and all Affiliates thereof, (ii) does not have any direct financial interest in or any material indirect financial interest in any of the Indenture Trustee, the Issuer, the Depositor, the Seller or any Affiliate thereof, and (iii) is not connected with the Indenture Trustee, the Issuer, the Depositor, the Seller or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however, that a Person shall not fail to be Independent of the Indenture Trustee, the Issuer, the Depositor, the Seller or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any class of securities issued by the Indenture Trustee, the Issuer, the Depositor, the Seller or any Affiliate thereof, as the case may be. The Indenture Trustee may rely, in the performance of any duty hereunder, upon the statement of any Person contained in any certificate or opinion that such Person is Independent according to this definition.

“Independent Manager”: Means (i) a natural person and (ii) a Person who (A) shall not have been at the time of such Person's appointment, and may not have been at any time during the preceding five (5) years and shall not be as long as such Person is an Independent Manager of the Depositor (1) a direct or indirect legal or beneficial owner in such entity or any of its Affiliates (excluding de minimus ownership interests), (2) a manager, member, officer, director, manager, partner, shareholder or employee of the Seller or any of its managers, members, partners, subsidiaries, shareholders or Affiliates other than the Depositor or any Affiliate of the Seller that is intended to be structured as a “bankruptcy remote” special purpose entity (collectively, the “Independent Parties”), (3) a supplier to any of the Independent Parties, (4) a person controlling or under common control with any directors, members, partners, shareholder or supplier of any of the Independent Parties or (5) a member of the immediate family of any director, member, partner, shareholder, officer, manager, employee or supplier of the Independent Parties, (B) has prior experience as an independent director or manager for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (C) has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; provided, that the indirect or beneficial ownership of stock of the Seller through a mutual fund or similar diversified investment vehicle with respect to which the owner does not have discretion or control over the investments held by such

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diversified investment vehicle shall not preclude such owner from being an Independent Manager.

“Initial Funding Date”: The first date upon which the Issuer requests a funding under the Note Purchase Agreement.

“Initial Note Balance”: The Cash Purchase Price of the Initial Receivables transferred to the Issuer and Granted hereunder on the Initial Funding Date. The Initial Note Balance will be determined on the Initial Funding Date.

“Initial Receivables”: The Receivables sold by the Seller to the Depositor and sold and/or contributed by the Depositor to the Issuer on the Initial Funding Date pursuant to the Receivables Purchase Agreement and Granted by the Issuer to the Indenture Trustee to comprise part of the Trust Estate.

“Intangible Assets” means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.

“Interest Coverage Amount”: On any date of determination, an amount equal to the sum of (i) the Term Note Interest Distributable Amount and (ii) the Variable Funding Note Interest Distributable Amount, which was due to the Term Noteholders and Variable Funding Noteholders, respectively, on such date, or if such date of determination is not a Payment Date, an amount equal to the sum of (i) the Term Note Interest Distributable Amount and (ii) the Variable Funding Note Interest Distributable Amount, which was due to the Term Noteholders and Variable Funding Noteholders, respectively, on the immediately preceding Payment Date.

“Interest Rate Adjustment Date”: For each Accrual Period, the second London Banking Day prior to the commencement of such Accrual Period.

“Interested Person”: As of any date of determination, Nationstar or any of its Affiliates.

“IRS”: The United States Internal Revenue Service.

“Issuer”: Nationstar Advance Funding Trust 2012-C, a Delaware statutory trust, or its successor in interest.

“Issuer Obligations”: All of the Issuer's obligations to pay all interest and principal of the Notes and all other obligations and liabilities of the Issuer arising under, or in connection with, the Transaction Documents, whether now existing or hereafter arising.

“Issuer Request” or “Issuer Order”: A written request or order signed in the name of the Issuer by an Authorized Officer of the Issuer.

“Legacy Deferred Servicing Fee”: The earned and unpaid Servicing Fee (or term of substantially similar import, howsoever denominated or defined) in the amounts set forth on Schedule X hereof and due and payable to the Servicer pursuant to the terms of the related Servicing Contract set forth on Schedule X hereof. Unless the context indicates otherwise, any reference to “reimbursement” of a Legacy Deferred Servicing Fee will be construed to mean payment of any Legacy Deferred Servicing Fee.

“Legacy RALI Receivable”: Any Initial Receivable with respect to a RALI Securitization Trust

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“LIBOR”: With respect to any Accrual Period, the rate per annum shown on the display designated as “LIBOR01” on the Reuters Money 3000 Service for a one-month period as of 11:00 A.M., London time, on the Interest Rate Adjustment Date in respect of such Accrual Period; provided, that in the event no such rate is shown, LIBOR shall be determined by reference to such other comparable available service for displaying Eurodollar rates as may be reasonably selected by the Agent; provided further, that in the event no such service is available, LIBOR shall be a rate per annum at which deposits in dollars are offered by the principal office of the Agent in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) on the Interest Rate Adjustment Date in respect of such Accrual Period for delivery on the first day of such Accrual Period and for a one-month period; provided, however, that if, on any Interest Rate Adjustment Date, the Agent is unable to determine LIBOR in the manner provided above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous Interest Rate Adjustment Date.

“Lien”: Any mortgage, deed of trust, pledge, lien (statutory or otherwise), security interest, lease, easement, title defect, restriction, levy, execution, seizure, attachment, charge or other encumbrance or security or preferential arrangement of any nature, including, without limitation, any conditional sale or title retention arrangement, any capitalized lease and any assignment, deposit arrangement or financing lease intended as, or having the effect of, security.

“Loan-Level Delinquency Advance”: Any Delinquency Advance relating to a Securitization Trust listed on Schedule I-A or Schedule I-B hereto.

“Loan-Level Delinquency Advance (Judicial States)”: All Loan-Level Delinquency Advances related to Mortgage Loans for which the underlying property is located in a jurisdiction which provides for a judicial foreclosure process, as set forth in Schedule VI hereto.

“Loan-Level Delinquency Advance (Non-Judicial States)”: All Loan-Level Delinquency Advances related to Mortgage Loans for which the underlying property is located in a jurisdiction which provides for a non-judicial foreclosure process, as set forth in Schedule VI hereto.

“London Banking Day”: Any day on which commercial banks and foreign exchange markets settle payments in both London and New York City.

“Majority Noteholders”: As of any date of determination, Noteholders evidencing collectively more than 50% of the sum of (i) the aggregate Commitments set forth in Schedule II of the Note Purchase Agreement (in the case of the Variable Funding Notes) on such date of determination plus (ii) the Term Note Principal Balance of the Outstanding Term Notes on such date of determination.

“Market Value”: With respect to the mortgaged property securing a Mortgage Loan or any REO property, the market value of such property (determined by the Servicer in its reasonable good faith discretion, which shall be by reference to the most recent value received by the Servicer with respect to such mortgaged property or REO property in accordance with its servicing policies, if available) or the appraised value of the mortgaged property obtained in connection with the origination of the related Mortgage Loan, if no updated valuation has been required under the Servicer's servicing policies; provided, that the Market Value for any mortgaged property or REO property shall be equal to $0 for any Mortgage Loan that is 60 or more days delinquent and the related valuation is more than six (6) months old.

“Market Value Ratio": With respect to any Mortgage Loan or REO property serviced by the Servicer in a Securitization Trust and any date, a ratio, expressed as a percentage, the numerator of which is the aggregate unpaid Receivables Balance with respect to such Mortgage Loan or REO property on such date and the denominator of which is the Market Value of the related mortgaged property or REO property on

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such date.

“Maturity Date”: The date as of which the principal of and interest on the Notes has become due and payable as herein provided, whether at the Stated Maturity, by acceleration or otherwise.

“Maximum Note Balance”: As of any date of determination, the sum of the Variable Funding Note Maximum Balance on such date of determination plus the Term Note Principal Balance on such date of determination.

“Monthly Payment”: As such term (or term of substantially similar import howsoever denominated or defined) is defined in the Servicing Contracts.

“Monthly Servicer Report”: As defined in Section 6.02(a).

“Moody's”: Moody's Investors Service, Inc., or any successor thereto.

“Mortgage Loans”: As such term (or term of substantially similar import howsoever denominated or defined) is defined in the Servicing Contracts.

“Mortgagor”: As such term (or term of substantially similar import howsoever denominated or defined) is defined in the Servicing Contracts.

“MSR Sellers”: Aurora Bank FSB and Aurora Loan Services LLC.

“MSR Transfer Evidence”: With respect to each Servicing Contract, evidence reasonably satisfactory to the Agent that (i) all conditions to transfer servicing with respect thereto to the Seller set forth in such Servicing Contract, if any, have been satisfied and (ii) the mortgage loan servicing rights relating to the Mortgage Loans held by the related Securitization Trust have been properly transferred from the applicable MSR Seller to Seller under the Asset Purchase Agreement, including (A) to the extent set forth on Schedule IX hereto, copies of all acknowledgments and consents from each related servicing counterparty and unqualified rating agency confirmations, in each case, to the extent required under such Servicing Contract, (B) to the extent set forth on Schedule IX hereto, copies of each notice, if any, regarding the transfer of servicing from the applicable MSR Seller to Seller required under such Servicing Contract to be delivered to a servicing counterparty, and (C) executed copies of the assignment and assumption agreement, bill of sale and any other documentation required under the Asset Purchase Agreement to effect such servicing rights transfer from the applicable MSR Seller to Seller, which provides, among other things, that (1) the MSR Sellers agree to remit to Nationstar, within two (2) Business Days of receipt thereof, any collections and reimbursements of Delinquency Advances and Servicing Advances it receives, without set-off, in accordance with the terms and provisions of the related Subservicing Agreement, (2) the MSR Sellers agree to reasonably cooperate with Nationstar to obtain reimbursement of Delinquency Advances and Servicing Advances including, if either of the MSR Sellers, as servicers, or Nationstar, as subservicer, is terminated, by seeking immediate reimbursement therefor from the successor servicer or, failing that, on a first-in-first-out basis, and (3) the MSR Sellers sell and assign to Nationstar all right to reimbursement for Delinquency Advances and Servicing Advances made by Nationstar, as subservicer and agent of the MSR Sellers, under the Subservicing Agreement to the extent the same shall be deemed to be Receivables of the MSR Sellers.

“Nationstar”: Nationstar Mortgage LLC, a Delaware limited liability company.

“Net Worth” shall mean, with respect to any Person, the excess of total assets of such Person, over total liabilities of such Person, adding back accumulated depreciation but excluding the impact of “other comprehensive income”, all as determined in accordance with generally accepted accounting principles.

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“Non-Backstopped Receivable”: Any Receivable generated from (i) an applicable Delinquency Advance made with respect to a Non-Backstopped Securitization Trust in respect of which there is an “X” opposite the description of such Trust under “Delinquency Advance” as indicated in Schedule III-A hereto or (ii) an applicable Servicing Advance made with respect to a Non-Backstopped Securitization Trust in respect of which there is an “X” opposite the description of such Trust under “Servicing Advance” indicated in Schedule III-A hereto.

“Non-Backstopped Securitization Trust”: Any of the Securitization Trusts listed on Schedule III-A hereto.

“Non-FIFO Receivable”: Any Receivable generated from an Advance made with respect to a Non-FIFO Securitization Trust.

“Non-FIFO Securitization Trust”: Any of the Securitization Trusts listed on Schedule III-B hereto.

“Non-Sublimit Portion”: With respect to any date of determination, a percentage equal to the positive difference of 1 and the related Sublimit Portion.

“Note”:  Any of the Issuer's Variable Funding Notes or Term Notes, executed, authenticated and delivered hereunder, and/or any applicable supplement.

“Note Payment Account”: The trust account or accounts created and maintained by the Indenture Trustee pursuant to Section 2.09 which shall be entitled “Wells Fargo Bank, N.A., as Indenture Trustee, in trust for the registered Noteholders of Nationstar Advance Funding Trust 2012-C Advance Receivables Backed Notes, Series 2012-C, Note Payment Account” and which must be an Eligible Account.

“Note Principal Balance”: With respect to the Notes, as of any date of determination, the sum of the Variable Funding Note Principal Balance on such date of determination and the Term Note Principal Balance on such date of determination.

“Note Purchase Agreement”: The Note Purchase Agreement, dated as of June 26, 2012, among the Issuer, the Note Purchasers, the Administrative Agent and the Agent.

“Note Purchaser”: Any Person from time to time party to the Note Purchase Agreement, identified as a “Purchaser” as defined thereunder.

“Note Redemption Amount”: With respect to any Clean-up Call Date or Redemption Date related to a Total Redemption, an amount, without duplication, equal to the sum of (i) the then outstanding Note Principal Balance of the Notes, plus the aggregate accrued but unpaid Variable Funding Note Interest Distributable Amount, Variable Funding Note Post-Stepdown Additional Interest Distributable Amount, Variable Funding Note Default Interest Distributable Amount, Term Note Interest Distributable Amount, Term Note Additional Interest Distributable Amount and Term Note Default Interest Distributable Amount as of the related Redemption Date or Clean-up Call Date, as applicable, (ii) the aggregate of any accrued but unpaid Variable Funding Note Interest Carryover Shortfall, Variable Funding Note Post-Stepdown Additional Interest Carryover Shortfall, Variable Funding Note Default Interest Carryover Shortfall, Term Note Interest Carryover Shortfall, Term Note Additional Interest Carryover Shortfall and Term Note Default Interest Carryover Shortfall as of the related Redemption Date or Clean-up Call Date, as applicable, (iii) any payments due to the applicable Swap Provider under any Swap Agreement (including any termination payments), and (iv) any fees, indemnities and expenses due and unpaid, including, but not limited to, any accrued and unpaid Unused Line Fee Amounts on such Redemption Date or Clean-up Call Date, as applicable.

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With respect to any Redemption Date and a Partial Redemption, an amount, without duplication, equal to the sum of (i) the Term Note Collateral Value plus the Variable Funding Note Collateral Value of the Receivables relating to the Securitization Trusts identified on the related Redemption Notice, (ii) the product of (a) the Applicable Redemption Percentage and (b) the sum of (1) the aggregate accrued but unpaid Variable Funding Note Interest Distributable Amount, Variable Funding Note Post-Stepdown Additional Interest Distributable Amount, Variable Funding Note Default Interest Distributable Amount, Term Note Interest Distributable Amount, Term Note Additional Interest Distributable Amount and Term Note Default Interest Distributable Amount as of the related Redemption Date, (2) the aggregate of any accrued but unpaid Variable Funding Note Interest Carryover Shortfall, Variable Funding Note Post-Stepdown Additional Interest Carryover Shortfall, Variable Funding Note Default Interest Carryover Shortfall, Term Note Interest Carryover Shortfall, Term Note Additional Interest Carryover Shortfall and Term Note Default Interest Carryover Shortfall as of the related Redemption Date and (3) any fees, indemnities and expenses related to such Redemption Date, and (iii) any termination payments required to be made in connection with a corresponding reduction in the notional balance of the Swap Agreements.

“Note Register”: As defined in Section 2.05(a) hereof.

“Note Registrar”: As defined in Section 2.05(a) hereof.

“Noteholder” or “Holder”: With respect to any Note, the Person in whose name such Note is registered on the Note Register maintained pursuant to Section 2.05 hereof or, for purposes of voting and determinations hereunder, as long as such Note is in global form, a beneficial owner thereof. In the case of any Global Term Notes, all references herein to “Holders” or “Noteholders” shall reflect the rights of the beneficial owners thereof as they may indirectly exercise such rights through the Depository and the Agent Members, except as otherwise specified herein; provided, however, that the parties hereto shall be required to recognize as a “Noteholder” or “Holder” only the Person in whose name a Note is registered in the Note Register as of the related Record Date.

“Officer's Certificate”: A certificate signed by any Authorized Officer of the Issuer or a Responsible Officer of the Indenture Trustee, as the case may be, or, with respect to Sections 8.01, 8.02, 9.08 and 11.02, a Responsible Officer of the Administrator.

“Opinion of Counsel”: A written opinion of counsel, who shall be selected by the Person required to provide such Opinion of Counsel (and reasonably acceptable to the Indenture Trustee). The cost of obtaining such opinion shall be borne by the Person required to provide such Opinion of Counsel.

“Option Notice”: As defined in Section 2.19 hereof.

“Option Purchase Date”: As defined in Section 2.19 hereof.

“OTS”: Office of Thrift Supervision or any successor thereto.

“Outstanding”: When used with respect to Notes, means, as of any date of determination, any Note theretofore authenticated and delivered under this Indenture, except:

(i)Notes theretofore canceled by the Note Registrar or delivered to the Note Registrar for cancellation (other than any Note as to which any amount that has become due and payable in respect thereof has not been paid in full); and

(ii)Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have

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been presented to the Note Registrar proof satisfactory to it that such Notes are held by a bona fide purchaser in whose hands such Notes are valid obligations of the Issuer;

provided, however, that in determining whether the Holders of the requisite aggregate Note Principal Balance of Outstanding Notes have given any request, demand, authorization, vote, direction, notice, consent or waiver hereunder, Notes owned by an Interested Person shall be disregarded and deemed not to be Outstanding (unless any such Person or Persons owns all the Notes), except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which the Note Registrar knows to be so owned shall be so disregarded. Notes owned by an Interested Person which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Note Registrar in its sole discretion the pledgee's right to act with respect to such Notes and that the pledgee is not an Interested Person.

“Ownership Interest”: As to any Note, any ownership or security interest in such Note as held by the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.

“Owner Trustee”: Wilmington Trust, National Association and its successors and assigns, acting not in its individual capacity, but solely as owner trustee under the Trust Agreement.

“Partial Redemption”: As defined in Section 2.16(a).

“Payment Date”: The 15th day of each calendar month, or, if such 15th day is not a Business Day, the next succeeding Business Day, commencing in July 2012, or, with respect to a Total Redemption or a Clean-up Call Option, the applicable Redemption Date or the Clean-up Call Date, as applicable.

“Payment Date Report”: As defined in Section 6.02(b).

“Percentage Interest”: With respect to any Note and as of any date of determination, the percentage equal to a fraction, the numerator of which is the principal balance of such Note as of such date of determination and the denominator of which is the Note Principal Balance.

“Permitted Investments”: Any one or more of the following obligations and securities:

(i) direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States Treasury or units of money market funds which invest solely in direct obligations of and repurchase agreements backed by direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States Treasury; provided, however; any such repurchase agreement backed by direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States Treasury shall not have a stated maturity greater than 30 days;

(ii)repurchase agreements on obligations specified in clause (i) maturing not more than thirty days from the date of acquisition thereof; provided,that the short-term unsecured debt obligations of the party agreeing to repurchase such obligations are at the time rated by each of Moody's and S&P in the following rating categories for unsecured short-term debt: “A-1+” or “A-1” for S&P and “P-1” for Moody's;

(iii)certificates of deposit, time deposits and bankers' acceptances of any U.S. depository institution or trust company incorporated under the laws of the United States or any state thereof and subject to supervision and examination by a federal and/or state banking authority of the United

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States; provided,that at the date of acquisition thereof, such depository institution or trust company is rated by each of Moody's and S&P in the following rating categories for unsecured short-term debt: “A-1+” or “A-1” for S&P and “P-1” for Moody's or, with respect to the Indenture Trustee or any Affiliate thereof, the unsecured short-term debt obligations of the Indenture Trustee or any Affiliate thereof at the date of acquisition thereof satisfy the requirements of an Eligible Account; and

(iv)additional obligations and/or securities which are approved in writing by the Agent in its sole and absolute discretion and which may, at any time after being approved by the Agent, subsequently be determined to be ineligible by the Agent, in its sole and absolute discretion;

provided, that each of the foregoing investments shall mature no later than the Business Day prior to the Payment Date immediately following the date of purchase thereof (other than in the case of the investment of moneys in instruments of which the Indenture Trustee is the obligor, which may mature on the related Payment Date), and shall be required to be held to such maturity; and provided further, that each of the Permitted Investments may be purchased and/or managed by the Indenture Trustee through an Affiliate of the Indenture Trustee.

Permitted Investments are only those which are acquired by the Indenture Trustee in its name and in its capacity as Indenture Trustee, and with respect to which (A) the Indenture Trustee has noted its interest therein on its books and records, and (B) the Indenture Trustee has purchased such investments for value without notice of any adverse claim thereto (and, if such investments are securities or other financial assets or interests therein, within the meaning of Section 8-102 of the UCC, without acting in collusion with a Securities Intermediary in violating such Securities Intermediary's obligations to entitlement holders in such assets, under Section 8-504 of the UCC, to maintain a sufficient quantity of such assets in favor of such entitlement holders), and (C) either (i) such investments are in the possession of the Indenture Trustee or (ii) such investments, (x) if certificated securities and in bearer form, have been delivered to the Indenture Trustee, or if in registered form, have been delivered to the Indenture Trustee and either registered by the issuer in the name of the Indenture Trustee or endorsed by effective endorsement to the Indenture Trustee or in blank; (y) if uncertificated securities, ownership of such securities has been registered in the name of the Indenture Trustee on the books of the issuer thereof (or another person, other than a Securities Intermediary, either has become the registered owner of the uncertificated security on behalf of the Indenture Trustee or, having previously become the registered owner, acknowledges that it holds for the Indenture Trustee); or (z) if securities entitlements representing interests in securities or other financial assets (or interests therein) held by a Securities Intermediary, a Securities Intermediary indicates by book entry that a security or other financial asset has been credited to the Indenture Trustee's Securities Account with such Securities Intermediary. No instrument described hereunder may be purchased at a price greater than par, if such instrument may be prepaid or called at a price less than its purchase price prior to its stated maturity.

“Permitted Lien”: Any of the following: (i) Liens for taxes, assessments or similar charges, incurred in the ordinary course of business and which are not yet due or as to which the period of grace (not to exceed thirty (30) days), if any, related thereto has not expired or which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP; (ii) judgment Liens against Nationstar, as Servicer, in respect of judgments that have been stayed pending appeal; and (iii) any Liens arising pursuant to the terms and provisions of the Transaction Documents.

“Person”: Any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, or any federal, state, county or municipal government or any political subdivision thereof.

“Plan”: As defined in Section 2.05(c) hereof.

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“Pool-Level Advance”: Any Delinquency Advance relating to a Securitization Trust listed on Schedule II hereto.

“Posted Collateral”: As such term (or term of substantially similar import howsoever denominated or defined) is defined in any Hedge Agreement.

“Posted Collateral Account”: As defined in Section 2.20(d) herein.

“Posted Collateral Custodian”: As defined in Section 2.20(d) herein.

“Principal Balance”: As such term (or term of substantially similar import howsoever denominated) is defined in the Servicing Contracts.

“Proceeding”: Any suit in equity, action at law or other judicial or administrative proceeding.

“P&I Borrowing Base Amount”:  With respect to any Eligible Receivable relating to a Delinquency Advance, an amount equal to the difference between (a) the related Receivables Balance and (b) the sum of Amounts Held for Future Distribution borrowed by the Servicer with respect to such Delinquency Advance and not reimbursed to the related Securitization Trust. With respect to any Receivable that is not an Eligible Receivable, the P&I Borrowing Base Amount shall be $0.00.

“QIB”: A “qualified institutional buyer” as defined in Rule 144A under the 1933 Act.

“RALI Receivable”: Any Receivable (other than a Legacy RALI Receivable) generated from an Advance made with respect to a RALI Securitization Trust.

“RALI Securitization Trust”: Any of RALI 2006-QO3, RALI 2006-QO4, RALI 2006-QO6, RALI 2006-QO8 or RALI 2007-QH3.

“Rating Agency”: S&P or its successors in interest. If such rating agency or any related successor does not remain in existence, “Rating Agency” shall be deemed to refer to such other nationally recognized statistical rating organization or other comparable Person designated by the Issuer, and specific S&P ratings referenced herein shall be deemed to refer to the equivalent ratings of the party so designated. References herein to “applicable rating category” (other than any such references to “highest applicable rating category”) shall be deemed to refer to such applicable rating category of S&P without regard to any plus or minus or other comparable rating qualification.

“Receivable”: The right to reimbursement from a Securitization Trust for a Delinquency Advance or Servicing Advance not theretofore reimbursed, the right to payment from a Securitization Trust for Legacy Deferred Servicing Fee not theretofore paid and all rights of the Servicer, as applicable, to enforce payment of such obligation under the related Servicing Contract. Unless the context indicates otherwise, any reference to “reimbursement” of a Legacy Deferred Servicing Fee will be construed to mean payment of any Legacy Deferred Servicing Fee.

________________________________

*** 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.

“Receivable File”: With respect to each Receivable, collectively, the following documents:

(i)a copy of the related Servicing Contract and each amendment and modification thereto

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(unless previously provided in another Receivable File);

(ii)a copy of the electronic file setting forth the Monthly Servicer Reports listing the current Receivables Balance Granted to the Indenture Trustee to comprise part of the Trust Estate; and

(iii)a copy of the electronic file containing the related Funding Date Report.

“Receivables Balance”: As of any date of determination and with respect to a Receivable, the outstanding unreimbursed amount of such Receivable. For purposes of determining the Variable Funding Note Collateral Value and the Term Note Collateral Value, a Receivable shall be deemed unreimbursed until the cash reimbursement thereof is deposited into the Reimbursement Account.

“Receivables Purchase Agreement”: The Receivables Purchase Agreement, dated of June 26, 2012 among the Seller, the Depositor and the Issuer.

“Record Date”: (i) With respect to any Payment Date and any Variable Funding Note or Certificated Term Note, the last Business Day of the month immediately preceding the month in which such Payment Date occurs and (ii) with respect to any Payment Date and any Global Term Note, the Business Day immediately preceding the Payment Date.

“Redemption Date”: The date specified in the Redemption Notice as of which all or the applicable portion of the outstanding Note Principal Amount is redeemed in accordance with Section 2.16 of the Indenture.

“Redemption Notice”: As defined in Section 2.16(a) hereof.

“Redemption Option”: The right of the Issuer to redeem the Notes in accordance with Section 2.16 of the Indenture.

“Reimbursement Account”: The account or accounts created and maintained pursuant to Section 2.09, which shall be entitled “Wells Fargo Bank, N.A., as Indenture Trustee, in trust for registered Holders of Nationstar Advance Funding Trust 2012-C Advance Receivables Backed Notes, Series 2012-C, Reimbursement Account” and which must be an Eligible Account.

“Related Servicing Contract”: With respect to any Subserviced Securitization Trust, the pooling and servicing agreement, securitization servicing agreement, sale and servicing agreement, servicing agreement, transfer and servicing agreement, subservicing agreement, trust agreement, indenture and other agreement (howsoever denominated or defined) pursuant to which the related MSR Seller, as servicer, is servicing Mortgage Loans for and on behalf of such Subserviced Securitization Trust.

“Repurchase Price”: As defined in Section 6.02 of the Receivables Purchase Agreement.

“Required Noteholders”: Noteholders with 66 2/3% or more in aggregate of the sum of the aggregate Commitments set forth in Schedule II of the Note Purchase Agreement (in the case of the Variable Funding Notes) plus the Term Note Principal Balance; provided, that, “Required Noteholders” shall include at least 66 2/3% or more in aggregate of the Commitments set forth in the Note Purchase Agreement.

“Required Reserve Amount”: On any date of determination, an amount equal to: (i) on any date of determination during the Funding Period, the product of (a) the Interest Coverage Amount and (b) [***]; and (ii) on any date of determination following the Funding Period, the greater of (1) the product of (a) the

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Interest Coverage Amount and (b) [***], determined as of the final Business Day of the Funding Period and (2) the product of (a) the Interest Coverage Amount and (b) [***].

“Reserve Account”: The segregated account or accounts, each of which shall be an Eligible Account, established and maintained pursuant to Section 2.09 and entitled, “Wells Fargo Bank, N.A., as Indenture Trustee in trust for the Noteholders of the Nationstar Advance Funding Trust 2012-C Advance Receivables Backed Notes, Series 2012-C, Reserve Account.”

“Responsible Officer”: With respect to the Indenture Trustee, any officer of the Indenture Trustee assigned to its corporate trust services group, including any vice president, assistant vice president, assistant treasurer or trust officer customarily performing functions with respect to corporate trust matters and, with respect to a particular corporate trust matter under this Indenture, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject, in each case, having direct responsibility for the administration of this Indenture.

“Rolling Three Month Reimbursement Percentage”: With respect to any date of determination, the percentage equivalent of a fraction, (i) the numerator of which is the aggregate Advance Reimbursement Amounts deposited to the Reimbursement Account during the prior three (3) related Collection Periods (or, if such date of determination is prior to September 26, 2012, the one (1) or (2) prior related Collection Periods, as applicable) related solely to the Servicing Advances, Legacy Deferred Servicing Fees and Loan-Level Delinquency Advances referenced in clause (ii) below and (ii) the denominator for which is the aggregate Receivables Balance with respect to Servicing Advances, Legacy Deferred Servicing Fees and Loan-Level Delinquency Advances outstanding as of the beginning of the first Collection Period specified in clause (i) above.

“Rule 144A”: Rule 144A under the 1933 Act.

“S&P”: Standard & Poor's Rating Services, a Division of The McGraw-Hill Companies, Inc.

“Schedule of Additional Receivables”: An electronic file, maintained by the Indenture Trustee, listing by loan number and indicating the amount of advance, applicable Securitization Trust and Advance Category, all the Additional Receivables sold and/or contributed to the Issuer under the Receivables Purchase Agreement and Granted to the Indenture Trustee since the most recent previously delivered such schedule, as set forth on Schedule V hereto, as updated from time to time to list Additional Receivables Granted to the Indenture Trustee and deducting any amounts paid against the Receivables as of such 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.

“Schedule of Initial Receivables”: An electronic file listing by loan number, amount of advance, applicable Securitization Trust and Advance Category, all the Initial Receivables sold and/or contributed to the Issuer under the Receivables Purchase Agreement and Granted to the Indenture Trustee on the Initial Funding Date, as set forth on Schedule IV hereto.

“Secured Parties”: The Noteholders, the Agent, any Swap Provider, the Indemnified Parties and the Indenture Trustee.

“Securities Intermediary”: Shall have the meaning given such term in Section 8-102(a)(14) of the

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UCC, and where appropriate, shall have the meaning set forth in Section 2.17(a) hereof.

“Securitization Trust”: Each (i) real estate mortgage investment conduit within the meaning of Section 860A-860G of the Code or other mortgage-backed securities issuance or (ii) trust or other arrangement in which the Mortgage Loans being serviced or subserviced by the Servicer pursuant to a Servicing Contract are held in whole loan form by an owner thereof, in each case as set forth on Schedule I through Schedule III hereto, as such schedules may be amended from time to time, and collectively referred to herein as the “Securitization Trusts.”

“Securitization Trustee”: Each trustee appointed under a Servicing Contract in connection with a Securitization Trust.

“Security Entitlement”: As defined in Section 8-102(a)(17) of the UCC.

“Seller”: Nationstar.

“Servicer”: Nationstar, in its capacity as master servicer, servicer or subservicer of the Mortgage Loans in the related Securitization Trust pursuant to the related Servicing Contract and any successor servicer appointed thereunder, as applicable.

“Servicer Termination Event”: Means (i) with respect to any Servicing Contract, the occurrence of any events or conditions, and the passage of any cure periods and giving to and receipt by the Servicer of any required notices, as a result of which any Person has the present right to terminate the Servicer as Servicer under such Servicing Contract, which event has not been waived and (ii) with respect to the Related Servicing Contract related to any Subserviced Securitization Trust, the occurrence of any events or conditions, and the passage of any cure periods and giving to and receipt by the related MSR Seller, as servicer, of any required notices, as a result of which any Person has the present right to terminate such MSR Seller as servicer under such servicing contract, which event has not been waived.

“Servicing Advances”: As such term (or term of substantially similar import howsoever denominated or defined) is defined in the relevant Servicing Contracts (including but not limited to Corporate Advances and Escrow Advances) and are reported by the Servicer in the Monthly Servicer Report under the advance type headings “Servicing Advance”, “Corporate Advance”, “Escrow Advance” or a similar heading.

“Servicing Compensation”: Servicing Fees, late payment charges, assumption fees, insufficient funds charges and ancillary income (other than prepayment charges) related to the Mortgage Loans payable to the Servicer under the related Servicing Contract.

“Servicing Contract”: Each pooling and servicing agreement, securitization servicing agreement, sale and servicing agreement, servicing agreement, transfer and servicing agreement, subservicing agreement (including, but not limited to, the Subservicing Agreement), trust agreement, indenture and other agreement (howsoever denominated or defined) pursuant to which the Servicer is servicing Mortgage Loans for and on behalf of a Securitization Trust (including, but not limited to, any Subserviced Securitization Trust), each as may be amended, modified or supplemented from time to time, and collectively referred to herein as the “Servicing Contract”; provided, that, with respect to each Subserviced Securitization Trust, as the context requires, the term “Servicing Contract” shall be deemed to include both the Related Servicing Contract and the related the Subservicing Agreement, as applicable.

“Servicing Fee”: As such term (or term of substantially similar import howsoever denominated or defined) is defined in the Servicing Contracts.

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“Servicing Standards”: As defined in Section 9.04 of the Receivables Purchase Agreement.

“Stated Maturity”: With respect to the Notes, the first Payment Date following the date that is 24 months following the termination of the Funding Period, as of which date the principal of and accrued but unpaid interest on the Notes shall become due and payable as herein provided.

“Stepdown Date”: The Payment Date in March 2013.

“Sublimit Portion”: With respect to any date of determination, a dollar amount equal to the product of (1) the Note Principal Balance and (2) a percentage, the numerator of which is the aggregate Receivables Balance of all Eligible Receivables that are Sublimit Receivables, and the denominator of which is the aggregate Receivables Balance of all Eligible Receivables.

“Sublimit Receivables”: Collectively, the Non-Backstopped Receivables, the Non-FIFO Receivables and the RALI Receivables.

“Subservicing Agreement”: With respect to the Subserviced Securitization Trusts, either subservicing agreement between the MSR Sellers and the Servicer which provides, among other things, that: (i) each such applicable Subserviced Securitization Trust is included on the applicable schedule as subject to the terms and provisions of such Subservicing Agreement; (ii) Nationstar, as subservicer, shall be required to make both Delinquency Advances and Servicing Advances; (iii) Nationstar, as subservicer, shall be entitled to reimburse itself for Delinquency Advances and Servicing Advances from all permitted sources under the Related Servicing Contract, including general collections; (iv) the MSR Sellers agree to remit to Nationstar, within two (2) Business Days of receipt thereof, any collections and reimbursements of Delinquency Advances and Servicing Advances it receives, without set-off; (v) the MSR Sellers agree to reasonably cooperate with Nationstar to obtain reimbursement of Delinquency Advances and Servicing Advances including, if either of the MSR Sellers, as servicers, or Nationstar, as subservicer, is terminated, by seeking immediate reimbursement therefor from the successor servicer or, failing that, on a first-in-first-out basis; (vi) the MSR Sellers sell and assign to Nationstar all right to reimbursement for Delinquency Advances and Servicing Advances made by Nationstar, as subservicer and agent of the MSR Sellers, to the extent the same shall be deemed to be Receivables of the MSR Sellers; and (vi) the MSR Sellers may only terminate Nationstar for cause after a reasonable cure period and may not terminate Nationstar without cause.

“Subserviced Securitization Trust Schedule”: The list of Subserviced Securitization Trusts attached hereto as Schedule VIII or, after any revision to such schedule, the schedule maintained by the Indenture Trustee pursuant to Section 7.04 hereof.

“Subserviced Securitization Trusts”: The Securitization Trusts, with respect to which the Servicer is acting as subservicer pursuant to the Subservicing Agreement and that are listed on the Subserviced Securitization Trust Schedule, as such schedule may be amended, modified or supplemented from time to time in accordance with this Indenture.

“Successor Person”: As defined in Section 9.09(a)(i) herein.

“Swap Agreement”: Any interest rate swap agreement or agreements entered into from time to time, on behalf of the Issuer, including any schedule, confirmations, credit support annex or other credit support document relating thereto.

“Swap Enforcement Party”: Initially, the Agent and, to the extent the Swap Provider and the Agent are Affiliates and any Notes shall be outstanding, the separate trustee, co-trustee or similar Person appointed by the Indenture Trustee pursuant to Section 5.13 to enforce the provisions of the Swap Agreement against

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the Swap Provider.

“Swap Provider”: The swap provider under any Swap Agreement and thereafter, any successors and assigns in such capacity that at least meet the requirements for a replacement swap provider as set forth under the applicable Swap Agreement and Section 2.20(b) hereof.

“Tangible Net Worth” shall mean, with respect to the Seller, an amount equal to (A) its Net Worth, minus (B) any of its Intangible Assets (including, without limitation, goodwill, capitalized financing costs and capitalized administration costs, but excluding any originated or purchased servicing rights or retained residual securities) and any and all advances to, investments in and receivables held from Affiliates, provided, however, that the non-cash effect (gain or loss) of 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.

“Tax Opinion”: An opinion of Independent counsel to the effect that (A) if any Notes are being issued or are deemed to be issued on the date of such Tax Opinion and such Notes are considered to be both issued and outstanding for U.S. federal income tax purposes, (i) the Issuer will not be subject to tax on its net income as (x) an association taxable as a corporation, (y) a publicly traded partnership taxable as a corporation or (z) a taxable mortgage pool taxable as a corporation, each for U.S. federal income tax purposes and (ii) the Notes being issued or deemed to be issued on such date that are considered to be both issued and outstanding for U.S. federal income tax purposes will be treated as debt for U.S. federal income tax purposes or (B) in all other cases, the Issuer will not become subject to U.S. federal income taxation on its net income.

“Term Note”:  The Issuer's Advance Receivables Backed Term Notes, Series 2012-C, that may be executed, authenticated and delivered hereunder. As of the date hereof, no Term Notes have been issued and are Outstanding.

“Term Note Collateral Value”: With respect to the Collateral and any Outstanding Term Notes as of any date, the sum of: (a) with respect to any Pool-Level Advance, the difference between (1) the product of (i) the P&I Borrowing Base Amount relating to such Pool-Level Advances and (ii) the applicable Term Note Discount Factor and (2) the related component of the Variable Funding Note Collateral Value; (b) with respect to any Loan-Level Delinquency Advance (Non-Judicial States), the difference between (1) the product of (i) the P&I Borrowing Base Amount relating to such Loan-Level Delinquency Advances and (ii) the applicable Term Note Discount Factor and (2) the related component of the Variable Funding Note Collateral Value; (c) with respect to any Loan-Level Delinquency Advance (Judicial States), the difference between (1) the product of (i) the P&I Borrowing Base Amount relating to such Loan-Level Delinquency Advances and (ii) the applicable Term Note Discount Factor and (2) the related component of the Variable Funding Note Collateral Value; (d) with respect to any Escrow Advances (Judicial States), the difference between (1) the product of (i) the Receivables Balance of the Eligible Receivables related to such Escrow Advances and (ii) the applicable Term Note Discount Factor and (2) the related component of the Variable Funding Note Collateral Value; (e) with respect to any Escrow Advances (Non-Judicial States), the difference between (1) the product of (i) the Receivables Balance of the Eligible Receivables related to such Escrow Advances and (ii) the applicable Term Note Discount Factor and (2) the related component of the Variable Funding Note Collateral Value; (f) with respect to any Corporate Advances (Judicial States), the difference between (1) the product of (i) the Receivables Balance of the Eligible Receivables related to such Corporate Advances and (ii) the applicable Term Note Discount Factor and (2) the related Variable Funding Note Collateral Value; (g) with respect to any Corporate Advances (Non-Judicial States), the difference between (1) the product of (i) the Receivables Balance of the Eligible Receivables related to such Corporate Advances and (ii) the applicable Term Note Discount Factor and (2) the related component of the Variable Funding Note Collateral

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Value; (h) with respect to any Legacy Deferred Servicing Fees (Judicial States), the difference between (1) the product of (i) the Receivables Balance of the Eligible Receivables related to such Legacy Deferred Servicing Fees (Judicial States) and (ii) the applicable Term Note Discount Factor and (2) the related component of the Variable Funding Note Collateral Value and (i) with respect to any Legacy Deferred Servicing Fees (Non-Judicial States), the difference between (1) the product of (i) the Receivables Balance of the Eligible Receivables related to such Legacy Deferred Servicing Fees (Non-Judicial States) and (ii) the applicable Term Note Discount Factor and (2) the related component of the Variable Funding Note Collateral Value.

“Term Note Default Additional Rate”: With respect to the Term Notes and each Accrual Period during the occurrence and continuance of an Event of Default, the per annum rate agreed to upon the related issuance date of such Term Notes.

“Term Note Default Interest Carryover Shortfall”: With respect to any Payment Date and the Term Notes, the excess of (i) the sum of (a) the Term Note Default Interest Distributable Amount for the Term Notes for such Payment Date and (b) without duplication, any applicable unpaid Term Note Default Interest Carryover Shortfall for the Term Notes for any preceding Payment Date plus interest thereon accrued with respect to each Accrual Period since such preceding Payment Date to the current Payment Date at a rate equal to the Term Note Interest Rate for the Term Notes plus the Term Note Default Additional Rate for the Term Notes over (ii) the amount of such interest described in clause (i) above, if any, actually paid to the Term Noteholders on such Payment Date pursuant to Section 2.10(c)(v).

“Term Note Default Interest Distributable Amount”: With respect to any Payment Date, the related Accrual Period and the Term Notes, an amount equal to the sum of the Daily Interest Amounts (Post-Default) for the Term Notes for all days in the related Accrual Period.

“Term Note Discount Factor”: With respect to any Receivables and the Term Notes, the advance rates agreed to upon the related date of issuance of such Term Notes; provided, however, that, if on any Funding Date a Discount Factor Reduction Event shall have occurred and be continuing with respect to the related Securitization Trust, each percentage set forth in this definition with respect to any such Receivables immediately above shall be decreased by an amount equal to the product of (A) the applicable Discount Factor Reduction Percentage and (B) the applicable Discount Factor Proportional Weighting Ratio.

“Term Note Initial Principal Balance”:  With respect to the Term Notes, the dollar value agreed to upon the date of issuance of such Term Notes.

“Term Note Interest Carryover Shortfall”: With respect to any Payment Date and the Term Notes, the excess of (i) the sum of (a) the Term Note Interest Distributable Amount for the Term Notes for such Payment Date and (b) without duplication, any unpaid Term Note Interest Carryover Shortfall for the Term Notes for any preceding Payment Date plus interest thereon accrued with respect to each Accrual Period since such preceding Payment Date to the current Payment Date at a rate equal to the sum of the Term Note Interest Rate for the Term Notes plus the Term Note Default Additional Rate for the Term Notes over (ii) the amount of such interest described in clause (i) above, if any, actually paid to the Term Noteholders on such Payment Date pursuant to Section 2.10(c)(v).

“Term Note Interest Distributable Amount”: With respect to any Payment Date, the related Accrual Period and the Term Notes, an amount equal to the sum of the Daily Interest Amounts for the Term Notes for all days in the related Accrual Period.

“Term Note Interest Rate”: With respect to the Term Notes, the per annum rate agreed to upon the

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related date of issuance of such Term Notes.

“Term Note Principal Balance”:  As of any date of determination, the Term Note Initial Principal Balance of the Term Notes less all amounts previously distributed in respect of principal of the Term Notes on or prior to such date.

“Term Noteholder”: The Person in whose names a Term Note is registered on the Note Register maintained pursuant to Section 2.05 hereof.

________________________________

*** 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.

“Total Indebtedness” shall mean, with respect to the Seller, for any period, the aggregate Indebtedness of the Seller and its subsidiaries during such period, less the amount of any nonspecific consolidated balance sheet reserves maintained in accordance with GAAP and less the amount of any non-recourse debt including any securitization debt.

“Total Redemption”: As defined in Section 2.16(a).

“Transaction Documents”: This Indenture, the Receivables Purchase Agreement, the Note Purchase Agreement, the Trust Agreement, the Verification Agent Letter, the Notes, the Administration Agreement, any Hedge Agreements, and any other instrument, certificate or agreement relating to the transactions contemplated hereunder or thereunder, but not including the Servicing Contracts.

“Treasury Regulations”: Temporary, final or proposed regulations (to the extent that by reason of their proposed effective date such proposed regulations would apply to the Issuer) of the United States Department of the Treasury.

“Trust Agreement”: The Amended and Restated Trust Agreement, dated June 26, 2012, by and among the Administrator, the Depositor and the Owner Trustee.

“Trust Certificate”: As defined in the Trust Agreement.

“Trust Estate”: As defined in the Granting Clause.

“Trustee Report”: As defined in Section 6.01(a) herein.

“UCC”: The Uniform Commercial Code as in effect in any applicable jurisdiction.

“UCC Financing Statement”: A financing statement in form sufficient for filing pursuant to the UCC, as in effect in the relevant jurisdiction.

“Unused Line Fee Amount”: With respect to each day, starting on the Initial Funding Date, during the Funding Period and the related Accrual Period, an amount equal to the product of (x) [***]%, (y) the excess (if any) of the Variable Funding Note Maximum Balance over the outstanding Variable Funding Note Principal Balance of the Variable Funding Notes as of the preceding Business Day after giving effect to all changes to the Variable Note Principal Balance of the Variable Funding Notes on or prior to such preceding Business Day and (z) a fraction, the numerator of which is one (1) and the denominator of which is 360.

“Unused Line Fee”: With respect to any Variable Funding Note, any Payment Date and the related

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Accrual Period, an amount equal to the sum of the related Unused Line Fee Amounts for all days in the related Accrual Period. The Unused Line Fee shall not accrue after the end of the Funding Period.

“UPB Ratio”:  With respect to any Securitization Trust and any date, a ratio, expressed as a percentage, the numerator of which is the aggregate Receivables Balance of all Eligible Receivables relating to such Securitization Trust, and the denominator of which is the aggregate outstanding principal balance of Current-Paying Mortgage Loans owned by such Securitization Trust.

“Variable Funding Note”:  The Issuer's Advance Receivables Backed Variable Funding Notes, Series 2012-C executed, authenticated and delivered hereunder. 

“Variable Funding Note Collateral Value”: With respect to the Collateral and the Variable Funding Notes as of any date, the sum of: (a) with respect to any Pool-Level Advance, the product of (i) the P&I Borrowing Base Amount relating to such Pool-Level Advances and (ii) the applicable Variable Funding Note Discount Factor; (b) with respect to any Loan-Level Delinquency Advance (Non-Judicial States), the product of (i) the P&I Borrowing Base Amount relating to such Loan-Level Delinquency Advances and (ii) the applicable Variable Funding Note Discount Factor; (c) with respect to any Loan-Level Delinquency Advance (Judicial States), the product of (i) the P&I Borrowing Base Amount relating to such Loan-Level Delinquency Advances and (ii) the applicable Variable Funding Note Discount Factor; (d) with respect to any Escrow Advances (Judicial States), the product of (i) the Receivables Balance of the Eligible Receivables related to such Escrow Advances and (ii) the applicable Variable Funding Note Discount Factor; (e) with respect to any Escrow Advances (Non-Judicial States), the product of (i) the Receivables Balance of the Eligible Receivables related to such Escrow Advances and (ii) the applicable Variable Funding Note Discount Factor; (f) with respect to any Corporate Advances (Judicial States), the product of (i) the Receivables Balance of the Eligible Receivables related to such Corporate Advances and (ii) the applicable Variable Funding Note Discount Factor; (g) with respect to any Corporate Advances (Non-Judicial States), the product of (i) the Receivables Balance of the Eligible Receivables related to such Corporate Advances and (ii) the applicable Variable Funding Note Discount Factor. For purposes of determining the Variable Funding Note Collateral Value, a Receivable shall be deemed unreimbursed until the cash reimbursement thereof is deposited into the Reimbursement Account; (h) with respect to any Legacy Deferred Servicing Fees (Judicial States), the product of (i) the Receivables Balance of the Eligible Receivables related to such Legacy Deferred Servicing Fees (Judicial States) and (ii) the applicable Variable Funding Note Discount Factor; and (i) with respect to any Legacy Deferred Servicing Fees (Non-Judicial States), the product of (i) the Receivables Balance of the Eligible Receivables related to such Legacy Deferred Servicing Fees (Non-Judicial States) and (ii) the applicable Variable Funding Note Discount Factor.

For purposes of determining Variable Funding Note Collateral Value, a Receivable shall be deemed unreimbursed until the cash reimbursement thereof is deposited into the Reimbursement Account.

Notwithstanding any provisions to the contrary herein, the “Variable Funding Note Collateral Value” shall be $0.00 in respect of any Receivable that:

(i) is not an Eligible Receivable; or

(ii) the Receivables Balance of such Receivable:

(A) when added to the aggregate Receivables Balance of all Receivables relating to the related Securitization Trust, causes the related UPB Ratio to exceed [***]%; or

(B) when added to the aggregate Receivables Balance already outstanding with respect to

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the related Mortgage Loan or REO property, causes the related Market Value Ratio to exceed (i) with respect to a Non-Backstopped Receivable, [***]% or (ii) with respect to any Receivable other than a Non-Backstopped Receivable, [***]%; or

(C) with respect to a Non-Backstopped Receivable, when added to the aggregate Receivables Balance already outstanding with respect to the related Mortgage Loan, causes the aggregate Receivables Balance thereof to exceed the product of (a) [***]% and (b) the aggregate Receivables Balance attributable to Delinquency Advances outstanding with respect to such Mortgage Loan; or

(D) with respect to a RALI Receivable, when added to the aggregate Receivables Balance already outstanding with respect to RALI Receivables, would cause the aggregate Receivables Balance of all RALI Receivables to exceed [***]% of the Note Principal Balance; or

(E)with respect to a Sublimit Receivable, when added to the aggregate Receivables Balance already outstanding with respect to Sublimit Receivables, causes the aggregate Receivables Balance with respect to Sublimit Receivables to exceed the lesser of (i) $[***]million and (ii) [***]% of the Note Principal Balance; or

(F) with respect to any Receivable that is attributable to a Servicing Contract and, with respect to any Subserviced Securitization Trust, Related Servicing Contract for which the underlying Mortgage Loans (i) have an unpaid principal balance less than $[***], or (ii) contain fewer than 50 mortgage, as of the end of the most recently concluded calendar month (any such agreement, a “Low Threshold Servicing Contract”), when added to the aggregate Receivables Balance of all Receivables outstanding with respect to Low Threshold Servicing Contracts, causes the aggregate Receivables Balance attributable to Low Threshold Servicing Contracts to exceed [***]% of the Receivables Balance of the Aggregate Receivables; or

(G) with respect to any Receivable that is attributable to a Servicing Contract or, with respect to any Subserviced Securitization Trust, Related Servicing Contract for which the underlying Mortgage Loans have (i) an unpaid principal balance greater than or equal to $[***] but less than $[***], or (ii) contain at least [***] but less than [***]mortgage loans, as of the end of the most recently concluded calendar month (a “Middle Threshold Servicing Contract”), when added to the aggregate Receivables Balance of all Receivables outstanding with respect to Middle Threshold Servicing Contracts, does not cause the aggregate Receivables Balance attributable to Middle Threshold Servicing Contracts to exceed [***]% of the Receivables Balance of the Aggregate Receivables; or

(H) when added to the aggregate Receivables Balance outstanding with respect to the related Servicing Contract, does not cause the aggregate Receivables Balance attributable to such Servicing Contract to exceed [***]% of the Receivables Balance of the Aggregate Receivables.

“Variable Funding Note Default Additional Rate”: With respect to the Variable Funding Notes and each Accrual Period during the occurrence and continuance of an Event of Default, the per annum rate equal to [***]%.

“Variable Funding Note Default Interest Carryover Shortfall”: With respect to any Payment Date and the Variable Funding Notes, the excess of (i) the sum of (a) the Variable Funding Note Default Interest Distributable Amount for such Payment Date and (b) without duplication, any unpaid Variable Funding Note Default Interest Carryover Shortfall for any preceding Payment Date plus interest thereon accrued with respect to each Accrual Period since such preceding Payment Date to the current Payment Date at a rate equal to the sum of the Variable Funding Note Floating Rate plus the Variable Funding Note Default Additional Rate over (ii) the amount of such interest described in clause (i) above, if any, actually paid to the Variable

35

Funding Noteholders on such Payment Date pursuant to pursuant to Section 2.10(c)(iv).

“Variable Funding Note Default Interest Distributable Amount”: With respect to any Payment Date, the related Accrual Period and the Variable Funding Notes, an amount equal to the sum of the Daily Interest Amounts (Post-Default) for the Variable Funding Notes and all days in the related Accrual Period.

“Variable Funding Note Discount Factor”: With respect to any Receivables other than Sublimit Receivables, (A) with respect to Pool-Level Advances, [***]%, (B) with respect to Loan-Level Delinquency Advances (Non-Judicial States), [***]%, (C) with respect to Loan-Level Delinquency Advances (Judicial States), [***]%, (D) with respect to Escrow Advances (Non-Judicial States), [***]%, (E) with respect to Escrow Advances (Judicial States), [***]%, (F) with respect to Corporate Advances (Non-Judicial States), [***]%, (G) with respect to Corporate Advances (Judicial States), [***]%, (H) with respect to any Legacy Deferred Servicing Fees (Non-Judicial States), [***]%, and (I) with respect to any Legacy Deferred Servicing Fees (Judicial States), [***]%.

With respect to any Non-FIFO Receivables and RALI Receivables, (A) with respect to Pool-Level Advances, [***]%, (B) with respect to Loan-Level Delinquency Advances (Non-Judicial States), [***]%, (C) with respect to Loan-Level Delinquency Advances (Judicial States), [***]%, (D) with respect to Escrow Advances (Non-Judicial States), [***]%, (E) with respect to Escrow Advances (Judicial States), [***]%, (F) with respect to Corporate Advances (Non-Judicial States), [***]%, (G) with respect to Corporate Advances (Judicial States), [***]%, (H) with respect to any Legacy Deferred Servicing Fees (Non-Judicial States), [***]%, and (I) with respect to any Legacy Deferred Servicing Fees (Judicial States), [***]%.

With respect to any Non-Backstopped Receivables, (A) with respect to Pool-Level Advances, [***]%, (B) with respect to Loan-Level Delinquency Advances (Non-Judicial States), [***]%, (C) with respect to Loan-Level Delinquency Advances (Judicial States), [***]%, (D) with respect to Escrow Advances (Non-Judicial States), [***]%, (E) with respect to Escrow Advances (Judicial States), [***]%, (F) with respect to Corporate Advances (Non-Judicial States), [***]%, (G) with respect to Corporate Advances (Judicial States), [***]%, (H) with respect to any Legacy Deferred Servicing Fees (Non-Judicial States), [***]%, (I) with respect to any Legacy Deferred Servicing Fees (Judicial States), [***]%.

If, on any Funding Date, a Discount Factor Reduction Event shall have occurred and be continuing with respect to the related Securitization Trust, each percentage set forth in this definition with respect to any such Receivables immediately above shall be decreased by an amount equal to the product of (A) the applicable Discount Factor Reduction Percentage and (B) the applicable Discount Factor Proportional Weighting Ratio.

“Variable Funding Note Floating Rate”: With respect to any day of any Accrual Period and the Variable Funding Notes, the per annum rate equal to the sum of

(a) the product of:

(i) the percentage equivalent of the Non-Sublimit Portion of the applicable Variable Funding Note Principal Balance; and

(ii) the sum of the related Cost of Funds Rate plus [***]%, and

(b) the product of:

(i) the percentage equivalent of the Sublimit Portion of the applicable Variable Funding Note Principal Balance; and

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(ii) the sum of the related Cost of Funds Rate plus [***]%.

“Variable Funding Note Interest Carryover Shortfall”: With respect to any Payment Date and the Variable Funding Notes, the excess of (i) the sum of (a) the Variable Funding Note Interest Distributable Amount for such Payment Date and (b) without duplication, any unpaid Variable Funding Note Interest Carryover Shortfall for any preceding Payment Date plus interest thereon accrued with respect to each Accrual Period since such preceding Payment Date to the current Payment Date at a rate equal to the sum of the Variable Funding Note Floating Rate plus the Variable Funding Note Default Additional Rate over (ii) the amount of such interest described in clause (i) above, if any, actually paid to the Variable Funding Noteholders on such Payment Date pursuant to pursuant to Section 2.10(c)(iv).

“Variable Funding Note Interest Distributable Amount”: With respect to any Payment Date, the related Accrual Period and the Variable Funding Notes, an amount equal to the sum of the Daily Interest Amounts for the Variable Funding Notes and all days in the related Accrual Period.

“Variable Funding Note Maximum Balance”: (i) On any date of determination prior to the Stepdown Date, $600,000,000 minus the aggregate amount of any reductions of the Commitment pursuant to the Note Purchase Agreement that are made prior to the Stepdown Date (Second); and (ii) on any date of determination on or after the Stepdown Date, $500,000,000 minus the sum of the aggregate amount of any reductions of the Commitment pursuant to the Note Purchase Agreement that are made up to such date of determination.

“Variable Funding Note Post-Stepdown Additional Rate”: With respect to the Variable Funding Notes and any date of determination on or after the Stepdown Date, the rate equal to [***]%.

“Variable Funding Note Post-Stepdown Additional Interest Distributable Amount”: With respect to any Payment Date, the related Accrual Period and the Variable Funding Notes, an amount equal to the sum of the Daily Interest Amounts (Post-Stepdown) for the Variable Funding Notes and all days in the related Accrual Period.

“Variable Funding Note Post-Stepdown Additional Interest Carryover Shortfall”: With respect to any Payment Date and the Variable Funding Notes, the excess of (i) the sum of (a) the Variable Funding Note Post-Stepdown Additional Interest Distributable Amount for such Payment Date and (b) without duplication, any unpaid Variable Funding Note Post-Stepdown Additional Interest Carryover Shortfall for any preceding Payment Date plus interest thereon accrued with respect to each Accrual Period since such preceding Payment Date to the current Payment Date at a rate equal to the sum of the Variable Funding Note Post-Stepdown Additional Rate plus the Variable Funding Note Default Additional Rate over (ii) the amount of such interest described in clause (i) above, if any, actually paid to the Variable Funding Noteholders on such Payment Date pursuant to pursuant to Section 2.10(c)(iv).

“Variable Funding Note Principal Balance”:  With respect to the Variable Funding Notes, as of any date of determination, (A) the sum of (i) the balance of the Variable Funding Note as of the Closing Date and (ii) all Additional Note Balances purchased on or prior to such date pursuant to the Note Purchase Agreement minus (B) all amounts previously distributed in respect of principal of the Variable Funding Notes on or prior to such date.

“Variable Funding Noteholder”: The Person in whose name any Variable Funding Note is registered on the Note Register maintained pursuant to Section 2.05 hereof.

“Verification Agent”: American Mortgage Consultants, Inc., or another verification agent selected by the Seller and consented to in writing by the Agent (such consent not to be unreasonably withheld), or its

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successor as verification agent in respect of the Aggregate Receivables under the Verification Agent Letter.

“Verification Agent Fee”: The amount payable to the Verification Agent for its services under the Verification Agent Letter.

“Verification Agent Letter”: The letter agreement, dated as of June 26, 2012, among the Seller, the Agent and the Verification Agent, regarding the scope of services, as the same relate to the services to be provided pursuant to Exhibit 1 thereto, to be provided by the Verification Agent in respect of the Aggregate Receivables, and any other agreement with the Verification Agent approved by the Seller, the Issuer and the Noteholders.

“Weighted Average Months to Liquidation”:  As of any date of determination, with respect to all Servicing Advances and Loan-Level Delinquency Advances outstanding as of the end of the preceding Collection Period and the Receivables of which were owned by the Issuer and repaid in full during the preceding six Collection Periods, the six month rolling average of the number of Collection Periods (expressed in months and weighted by the aggregate Receivables Balance of all Receivables with respect to such Servicing Advances and Loan-Level Delinquency Advances sold by the Seller) from the respective dates such Servicing Advances and Delinquency Advances arose to the dates that such Receivables were repaid in full, whether as the result of liquidation or otherwise.

“Weighted Average Months Outstanding”:  As of any date of determination, with respect to all Servicing Advances and Loan-Level Delinquency Advances outstanding as of the end of the preceding Collection Period and the Receivables of which are owned by the Issuer which constituted all outstanding and unreimbursed Eligible Receivables, calculated as of the end of the preceding Collection Period, the period (expressed in months and weighted by the aggregate Receivables Balance of all Receivables with respect to such Servicing Advances and Loan-Level Delinquency Advances sold by the Seller) from the respective dates such Servicing Advances and Loan-Level Delinquency Advances arose to the end of the preceding Collection Period.

Section 1.02. Rules of Construction.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1)the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2)all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States;

(3)the word “including” shall be construed to be followed by the words “without limitation”;

(4)article and section headings are for the convenience of the reader and shall not be considered in interpreting this Indenture or the intent of the parties hereto;

(5)the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular article, section or other subdivision;

(6)the pronouns used herein are used in the masculine and neuter genders but shall be construed

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as feminine, masculine or neuter, as the context requires;

(7)any reference to “Mortgage Loan” or “Current-Paying Mortgage Loan,” as applicable, or any similar reference to a mortgage loan owned by a Securitization Trust, in this Indenture and any other Transaction Document, shall only mean any such mortgage loan serviced or subserviced by the Servicer under the related Servicing Contract; and

(8)any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, restated, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns.

ARTICLE II

THE NOTES

Section 2.01. Forms; Denominations; Conditions Precedent.

(a)The Variable Funding Notes shall be substantially in the form attached hereto as Exhibit A-I and the Term Notes shall be substantially in the form attached hereto as Exhibits A-II-1 and A-II-2; provided, that any of the Notes may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Notes are admitted to trading, or to conform to general usage. Variable Funding Notes shall be issued in the form of certificated notes in definitive, fully registered form without interest coupons in substantially the form attached hereto as Exhibit A, and shall be registered in the name of the beneficial owner or nominee thereof, duly executed by the Issuer and authenticated by the Indenture Trustee as hereinafter provided. Term Notes shall be issued in the form of Global Term Notes in definitive, fully registered form without interest coupons in substantially the form attached hereto as Exhibit A-II-1, which shall be deposited with the Indenture Trustee, as custodian for and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer and authenticated by the Indenture Trustee as hereinafter provided. The Notes will be issuable only in denominations of not less than $100,000 and in integral multiples of $1,000 in excess thereof.

(b)The Notes to be issued under this Indenture may be executed by the Issuer and delivered to the Indenture Trustee for authentication and thereupon the same shall be authenticated and delivered by the Indenture Trustee upon Issuer Request, upon compliance with the terms and provisions of this Indenture and the following: (i) satisfaction of the conditions precedent contained in Section 4.01 of the Note Purchase Agreement as evidenced by an Officer's Certificate by the Issuer; (ii) satisfaction of the conditions precedent contained in Section 3.01 of the Receivables Purchase Agreement as evidenced by an Officer's Certificate by the Issuer; and (iii) with respect to the issuance of the Term Notes, receipt by the Agent of a favorable opinion dated as of the date of issuance of the Term Notes and satisfactory in form and substance to the Agent and the Indenture Trustee, setting forth that the statements made in any applicable term sheet or offering materials related to ERISA considerations, to the extent those statements constitute matters of United States federal or state of New York law or legal conclusions with respect thereto are correct in all material respects with respect to those consequences or matters that are discussed therein. 

(c)This Section 2.01(c) shall apply only to Global Term Notes deposited with or on behalf of the Depository.  The Issuer shall execute and the Indenture Trustee shall, in accordance with Article II of this Indenture, authenticate and deliver initially one or more Global Term Notes that (i) shall be registered in the name of the Depository for such Global Term Note or Global Term Notes or the nominee of such Depository and (ii) shall be delivered by the Indenture Trustee to such Depository or pursuant to such Depository's

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instructions held by the Indenture Trustee, as custodian for the Depository.  Agent Members shall have no rights under this Indenture with respect to any Global Term Note held on their behalf by the Depository or under the Global Term Note, and the Depository may be treated by the Issuer, the Indenture Trustee, the Note Registrar and any agent of the Issuer, the Indenture Trustee or the Note Registrar as the absolute owner of such Global Term Note for all purposes whatsoever (except to the extent otherwise provided herein). Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Indenture Trustee, the Note Registrar or any agent of the Issuer, the Indenture Trustee or the Note Registrar from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of the Term Notes.  Except as provided in this Section 2.01, owners of beneficial interests in Global Term Notes will not be entitled to receive physical delivery of Certificated Term Notes.

(d)A Global Term Note deposited with the Depository pursuant to this Section 2.01 shall be transferred to the beneficial owners thereof only if such transfer complies with Section 2.05 and the Depository notifies the Issuer that it is unwilling or unable to continue as Depository for such Global Term Note or if at any time such Depository ceases to be a clearing agency and a successor depository is not appointed by the Issuer within ninety (90) days of such notice.  Any Global Term Note that is transferable to the beneficial owners thereof pursuant to this Section 2.01 shall be surrendered by the Depository to the Indenture Trustee's Corporate Trust Office, to be so transferred, in whole or from time to time in part, without charge, and the Indenture Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Term Note, an equal aggregate principal amount of the applicable Term Notes of authorized denominations. Any portion of a Global Term Note transferred pursuant to this Section 2.01 shall be registered in such names as the Depository shall direct. Subject to the provisions of this Section 2.01, the registered Holder of a Global Term Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Term Notes.  Upon receipt of notice from the Depository of the occurrence of the event specified in the first sentence of this Section 2.01(d), the Issuer shall use its best efforts to make arrangements with the Depository for the exchange of interests in the Global Term Notes for individual Certificated Term Notes, and cause the requested individual Certificated Term Notes to be executed and delivered to the Note Registrar in sufficient quantities and authenticated by or on behalf of the Indenture Trustee for delivery to Noteholders.  Persons exchanging interests in a Global Term Note for individual Certificated Term Notes will be required to provide to the Indenture Trustee and the Note Registrar, through the Depository, (i) written instructions and other information required by the Issuer and the Indenture Trustee to complete, execute and deliver such individual Certificated Term Notes and (ii) such certification as to QIB status pursuant to Rule 144A and Qualified Purchaser status under Section 2(a)(51) of the 1940 Act as the Issuer shall require. In all cases, individual Certificated Term Notes delivered in exchange for any Global Term Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by the Depository.

Section 2.02. Execution, Authentication, Delivery and Dating.

a.The Notes shall be executed by manual or facsimile signature on behalf of the Issuer by any Authorized Officer of the Issuer. Notes bearing the manual or facsimile signatures of individuals who were at any time the authorized officers of the Issuer shall be entitled to all benefits under this Indenture, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. No Note shall be entitled to any benefit under this Indenture, or be valid for any purpose, however, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. All Notes shall be dated the date of their authentication.

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b.Upon the written request of the Issuer, the Indenture Trustee shall and, at the election of the Indenture Trustee, the Indenture Trustee may appoint one or more agents (each an “Authenticating Agent”) with power to act on its behalf and subject to its direction in the authentication of Notes in connection with the transfers and exchanges under Sections 2.05 and 2.06, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate the Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent shall be deemed to be the authentication of Notes “by the Indenture Trustee.” The Indenture Trustee shall be the initial Authenticating Agent.

Any corporation, bank, trust company or association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation, bank, trust company or association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation, bank, trust company or association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation, bank, trust company or association.

Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Issuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may, or at the direction of the Issuer shall, promptly appoint a successor Authenticating Agent, give written notice of such appointment to the Issuer and give notice of such appointment to the Noteholders. Upon the resignation or termination of the Authenticating Agent and prior to the appointment of a successor, the Indenture Trustee shall act as Authenticating Agent.

Each Authenticating Agent shall be entitled to all limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as if it were the Indenture Trustee.

Section 2.03 Acknowledgment of Receipt of the Receivables.

a.Upon receipt by it of the Receivable Files with respect to the Initial Receivables and all other assets to be delivered to it in accordance with this Indenture and included in the Trust Estate on the Initial Funding Date, the Indenture Trustee shall notify the Issuer and the Noteholders and acknowledge such receipt. In each case, such receipt shall be in good faith and without notice of any adverse claim. The Indenture Trustee declares that it will hold such documents and the other documents received by it that constitute portions of the Receivables Files received after the Initial Funding Date, and that it will hold all assets included in the Trust Estate, on behalf of all present and future Secured Parties.

b.The Indenture Trustee shall not be under any duty or obligation to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Receivables delivered to it to determine that the same are valid, legal, effective, genuine, enforceable, in recordable form if recordation is required, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face.

The Indenture Trustee shall not assign, sell, dispose of or transfer any interest in the Receivables or any other asset constituting the Trust Estate (except as expressly provided herein) or knowingly permit the Receivables or any other asset constituting the Trust Estate to be subjected to any lien (other than Permitted Liens), claim or encumbrance arising by, through or under the Indenture Trustee or any Person claiming by, through or under the Indenture Trustee.

Section 2.04. The Notes Generally.

a.The aggregate Note Principal Balance of the Notes that may be authenticated and delivered under this Indenture is limited to the Variable Funding Note Maximum Balance plus the Term Note Initial

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Principal Balance, as set forth in this Indenture, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05 and 2.06 below.

b.Each Note of a Class shall rank pari passu with each other Note of such Class and be equally and ratably secured by the Trust Estate. All Notes shall be substantially identical except as otherwise to denominations and as expressly permitted in this Indenture.

c.This Indenture shall evidence a continuing lien on and security interest in the Trust Estate to secure the full payment of the principal, interest and other amounts on all the Notes, which (except as otherwise expressly provided herein) shall in all respects be equally and ratably secured hereby without preference, priority or distinction on account of the actual time or times of the authentication and delivery of such Notes.

Section 2.05. Registration of Transfer and Exchange of Notes.

a.At all times during the term of this Indenture, there shall be maintained at the office of a registrar appointed by the Issuer (the “Note Registrar”) a register (the “Note Register”) in which, subject to such reasonable regulations as the Note Registrar may prescribe, the Note Registrar shall provide for the registration of Notes and of transfers and exchanges of Notes as herein provided. The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. The Indenture Trustee may appoint, by a written instrument delivered to the Issuer, any other bank or trust company to act as Note Registrar under such conditions as the Indenture Trustee may prescribe; provided, that the Indenture Trustee shall not be relieved of any of its duties or responsibilities hereunder as Note Registrar by reason of such appointment. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor indenture trustee shall immediately succeed to its predecessor's duties as Note Registrar. The Issuer and the Noteholders shall have the right to inspect the Note Register or to obtain a copy thereof at all reasonable times upon reasonable prior notice, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register.

b.No transfer, sale, pledge or other disposition of any Note or beneficial ownership interest therein shall be made unless the Note Registrar and the Indenture Trustee shall have received (i) (x) other than with respect to a participation or a transfer, sale, pledge, or other disposition of a portion of a Note (as set forth in clause (B)(1) of the definition of “Permitted Transferee”), the prior written consent of the Depositor (which such consent shall not be unreasonably withheld) or (y) a certificate from the transferor that such Noteholder is transferring, selling, pledging or otherwise disposing of either (1) a participating interest in all or a portion of any Note or (2) such Note to a Person without a transfer or sale of its Commitment under the Note Purchase Agreement and any voting rights with respect to such Note under the Transaction Documents and (ii) a certificate from the prospective transferee substantially in the form attached as Exhibit B hereto. If a transfer of any Note or any beneficial ownership interest therein (other than a participation or a transfer, sale, pledge or other disposition of a portion of a Note (without the related Commitment and voting rights of a Noteholder)) is made without the receipt by the Note Registrar and the Indenture Trustee of the prior written consent of the Depositor (which such consent shall not be unreasonably withheld) or certificate of the transferor and a certificate from the prospective transferee substantially in the form attached as Exhibit B hereto, the Note Registrar shall refuse to register such transfer unless it and the Indenture Trustee receive (and upon receipt, may conclusively rely upon) such items. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the 1933 Act or any other securities law.

c.By acquiring a Note, each purchaser of a Variable Funding Note or a Certificated Term Note shall and, each purchaser of a Global Term Note will be deemed to, represent, warrant and covenant that either (i) it is not acquiring such Note with the assets of an employee benefit plan or plan subject to Section 406 of ERISA or Section 4975 of the Code (each, a “Plan”) or any other plan subject to a federal, state, local, non-U.S. or other law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, or (ii) the acquisition, holding and disposition of such Notes will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a nonexempt violation of any federal,

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state, local, non-U.S. or other law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code. Furthermore, by acquiring a Note, the Note Purchasers will be deemed to give the Indenture Trustee on behalf of the Issuer a binding instruction to enter into the Hedge Agreements and the transactions thereunder, and each transferee will, by the acquisition of such Note, be deemed to have given the Indenture Trustee on behalf of the Issuer a binding instruction to enter into transactions pursuant to the Hedge Agreements.

d.If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to certify that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in subsections (b) and (c) of this Section 2.05.

e.Subject to the preceding provisions of this Section 2.05, upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purpose, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of a like aggregate Note Principal Balance.

f.At the option of any Noteholder, its Notes may be exchanged for other Notes of authorized denominations of a like aggregate Note Principal Balance, upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes which the Noteholder making the exchange is entitled to receive.

g.Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar or the Indenture Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Note Registrar and the Indenture Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing.

h.No service charge shall be imposed for any transfer or exchange of Notes or beneficial ownership interest therein, but the Issuer, the Indenture Trustee or the Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes or beneficial ownership interests therein.

i.All Notes surrendered for transfer and exchange shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard procedures.

j.The Note Registrar shall provide to each of the Issuer and any Noteholder, upon reasonable written request and at the expense of the requesting party, an updated copy of the Note Register.

k.Subject to Section 9.07(b) of the Note Purchase Agreement, the Indenture Trustee shall not permit a transfer of any Variable Funding Note unless such transfer, is consented to in writing by the Depositor (which such consent shall not be unreasonably withheld); provided, however, this Section 2.05(k) does not apply to the transfer of a participation interest of a Variable Funding Note or the transfer of all or a portion of a Variable Funding Note that does not include the Commitment of the related Note Purchasers under the Note Purchase Agreement and the voting rights of a Noteholder thereunder and any voting rights with respect to such Note under the Transaction Documents.

Section 2.06.Mutilated, Destroyed, Lost or Stolen Notes.

If any mutilated Note is surrendered to the Note Registrar, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in exchange therefor, a new Note of the same principal amount and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Issuer, the Indenture Trustee and the Note Registrar (i) evidence to their satisfaction of the destruction (including mutilation tantamount to destruction), loss or theft of any Note and the ownership thereof, and (ii) such security or indemnity as may be reasonably required by them to hold

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each of them, and any agent of any of them harmless, then, in the absence of notice to the Issuer or the Note Registrar that such Note has been acquired by a bona fide purchaser, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a new Note of the same tenor and denomination registered in the same manner, dated the date of its authentication and bearing a number not contemporaneously outstanding.

Upon the issuance of any new Note under this Section 2.06, the Issuer, the Indenture Trustee and the Note Registrar may require the payment by the Noteholder of an amount sufficient to pay or discharge any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Authenticating Agent, the Note Registrar and the Indenture Trustee) in connection therewith.

Every new Note issued pursuant to this Section 2.06 in lieu of any destroyed, mutilated, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, mutilated, lost or stolen Note shall be at any time enforceable by any Person, and such new Note shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section 2.06 are exclusive and shall preclude (to the extent permitted by applicable law) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.07. Noteholder Lists.

The Note Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Variable Funding Noteholders and Term Noteholders, which list, upon request, will be made available to the Indenture Trustee insofar as the Indenture Trustee is no longer the Note Registrar. Upon written request of any Noteholder at the Noteholder's expense made for purposes of communicating with other Noteholders with respect to their rights under this Indenture, the Note Registrar shall promptly furnish such Noteholder with a list of the other Variable Funding Noteholders and Term Noteholders of record identified in the Note Register at the time of the request. Every Noteholder, by receiving such access, agrees with the Note Registrar that the Note Registrar will not be held accountable in any way by reason of the disclosure of any information as to the names and addresses of any Noteholder regardless of the source from which such information was derived.

Section 2.08. Persons Deemed Owners.

The Issuer, the Indenture Trustee, the Note Registrar and any agents of any of them may treat the Person in whose name a Note is registered as the owner of such Note for the purpose of receiving payments of principal, interest and other amounts in respect of such Note and for all other purposes, whether or not such Note shall be overdue, and none of the Issuer, the Indenture Trustee, the Note Registrar or any agents of any of them, shall be affected by notice to the contrary; provided, however, that the Depository, or its nominee, shall be deemed the owner of the Global Term Notes, and owners of beneficial interests in Global Term Notes will not be considered the owners of any Notes for the purpose of receiving notices.

Section 2.09. Accounts.

a.On or prior to the date hereof, the Indenture Trustee shall establish in its name, as Indenture Trustee, the Reimbursement Account, the Note Payment Account, the Reserve Account and the Funding Account. The Indenture Trustee shall establish a Hedge Account and Posted Collateral Account in accordance with Section 2.20. Except as provided in this Indenture, the Indenture Trustee, in accordance with the terms of this Indenture, shall have exclusive control and sole right of withdrawal with respect to the Accounts. Funds in the Accounts shall not be commingled with any other moneys. All moneys deposited from time to

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time in the Accounts (including any securities or instruments in which such moneys are invested) shall be held by and under the control of the Indenture Trustee in the Accounts for the benefit of the Secured Parties and the Issuer as herein provided. All amounts received by the Indenture Trustee, including, without limitation, amounts received from the Servicer in respect of the Aggregate Receivables and amounts received from the Seller as Repurchase Prices, shall be deposited into the Reimbursement Account within one (1) Business Day following receipt by the Indenture Trustee and shall be applied in accordance with the terms of this Indenture. In addition, the Issuer may, from time to time, remit additional funds to the Indenture Trustee for deposit into the Reimbursement Account to be applied for the purposes set forth herein.

b.All of the funds on deposit in the Accounts other than the Posted Collateral Account may be invested and reinvested by the Indenture Trustee at the written direction of the Agent in one or more Permitted Investments, subject to the following requirements:

i.such Permitted Investments shall mature not later than one (1) Business Day prior to the next Payment Date or Funding Date, whichever is sooner (except that if such Permitted Investment is an obligation of or is managed by the Indenture Trustee or its Affiliate, such Permitted Investment shall not mature later than the next Payment Date or Funding Date, whichever is sooner);

ii.the securities purchased with the moneys in the Accounts shall be deemed to be funds deposited in the related Accounts;

iii.each such Permitted Investment shall be made in the name of the Indenture Trustee (in its capacity as such) or in the name of a nominee of the Indenture Trustee under the Indenture Trustee's complete and exclusive dominion and control (or, if applicable law provides for perfection of pledges of an instrument not evidenced by a certificate or other instrument through registration of such pledge on books maintained by or on behalf of the issuer of such investment, a Permitted Investment may be made in such instrument notwithstanding that such instrument is not under the dominion and control of the Indenture Trustee, provided that such pledge is so registered);

iv.other than the investments described in the second parenthetical phrase in clause (iii) above, the Indenture Trustee shall have the sole control over such investment, the income thereon and the proceeds thereof;

v.other than the investments described in the second parenthetical phrase in clause (iii) above, any certificate or other instrument evidencing such investment shall be delivered directly to the Indenture Trustee or its agent; and

vi.the proceeds of each investment shall be remitted by the purchaser thereof directly to the Indenture Trustee for deposit in the related Account, subject to withdrawal by the Indenture Trustee as provided herein.

Cash collateral posted by an applicable Hedge Provider in accordance with the terms and provisions of the credit support annex under the applicable Hedge Agreement shall be invested at the direction of the applicable Hedge Provider in Permitted Investments in accordance with the requirements of such Hedge Agreement. In the absence of written direction from the Agent, with respect to the Accounts other than the Posted Collateral Account, and from the Hedge Provider, with respect to the Posted Collateral Account, funds on deposit in the Accounts shall remain un-invested. All amounts earned on Permitted Investments during the prior calendar month shall be deposited into the Note Payment Account on each Payment Date and shall be included in the Available Funds for such Payment Date.

(c)Each of the Accounts shall remain at all times as Eligible Accounts. In the event that any of the Accounts no longer qualifies as an Eligible Account under the definition thereof, the Issuer shall promptly, and in no event later than thirty (30) calendar days following such Account failing to qualify as an Eligible Account, direct the Indenture Trustee to remit all funds in such Account to a specified Eligible Account.

(d)The Servicer shall cause all collections in respect of the Mortgage Loans included in each Securitization Trust to be deposited into the related Collection Account pursuant to the related Servicing

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Contract. No less frequently than each Business Day, the Servicer shall withdraw all amounts available to reimburse Delinquency Advances, Servicing Advances and Legacy Deferred Servicing Fees from the related Collection Account or from related proceeds and shall remit such amounts to the Indenture Trustee for deposit into the Reimbursement Account.

(e)Upon the satisfaction and discharge of this Indenture pursuant to Section 3.01 of this Indenture, the Indenture Trustee shall release to the Issuer all amounts, if any, held by it remaining as part of the Trust Estate.

Section 2.10. Payments on the Notes.

a.Subject to Section 2.10(b), the Issuer agrees to pay:

i.prior to the Stated Maturity, on each Payment Date and any Redemption Date relating to a Total Redemption, interest on and principal of the Notes in the amounts and in accordance with the priorities set forth in Section 2.10(c), and on each Redemption Date relating to a Partial Redemption, interest on and principal of the Notes in the amounts and in accordance with Section 2.16(a); and

ii.on the Stated Maturity, the entire Note Principal Balance of the Notes, together with all accrued and unpaid interest thereon and all fees, costs, expenses, indemnities and all other amounts then due and payable by Issuer (excluding contingent obligations) to the Agent, the Indenture Trustee and the Noteholders pursuant to this Indenture or any other Transaction Document.

Amounts properly withheld under the Code by any Person from a payment to any holder of a Note of interest, principal or other amounts, or any such payment set aside on the Final Payment Date for such Note as provided in Section 2.10(b), shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture.

b.With respect to each Payment Date, any interest, principal and other amounts payable on the Variable Funding Notes and Certificated Term Notes shall be paid to the Person that is the registered holder thereof at the close of business on the related Record Date, and any interest, principal and other amounts payable on the Global Term Notes shall be distributed by the Indenture Trustee by wire transfer in immediately available funds to an account maintained by the Depository or its nominee or, if a wire transfer cannot be effected, by a check in immediately available funds delivered to the Depository or its nominee; provided, however, that interest, principal and other amounts payable at the Final Payment Date of any Note shall be payable only against surrender thereof at the Corporate Trust Office of the Indenture Trustee. Payments of interest, principal and other amounts on the Notes shall be made on the applicable Payment Date other than the Final Payment Date, subject to applicable laws and regulations, by wire transfer to such account as such Noteholder shall designate by written instruction received by the Indenture Trustee not later than the Record Date related to the applicable Payment Date or otherwise by check mailed on or before the Payment Date to the Person entitled thereto at such Person's address appearing on the Note Register. The Indenture Trustee shall pay each Note in whole or in part as provided herein on its Final Payment Date in immediately available funds from funds in the Note Payment Account as promptly as possible after presentation to the Indenture Trustee of such Note at its Corporate Trust Office but shall initiate such payment no later than 3:00 p.m., New York City time, on the day of such presentation; provided, that such presentation has been made no later than 1:00 p.m., New York City time. If presentation is made after 1:00 p.m., New York City time, on any day, such presentation shall be deemed to have been made on the immediately succeeding Business Day.

Except as provided in the following sentence, if a Note is issued in exchange for any other Note during the period commencing at the close of business at the office or agency where such exchange occurs on any Record Date and ending before the opening of business at such office or agency on the related Payment

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Date, no interest, principal or other amounts will be payable on such Payment Date in respect of such new Note, but will be payable on such Payment Date only in respect of the prior Note. Interest, principal and other amounts payable on any Note issued in exchange for any other Note during the period commencing at the close of business at the office or agency where such exchange occurs on the Record Date immediately preceding the Final Payment Date for such Notes and ending on the Final Payment Date for such Notes, shall be payable to the Person that surrenders the new Note as provided in this Section 2.10(b).

All payments of interest, principal and other amounts made with respect to any Note of a Class will be allocated pro rata among the Outstanding Notes of such Class based on the Percentage Interest of that Note within such Class. Monthly interest and principal with respect to the Notes shall be determined, allocated and paid in accordance with the procedures set forth in this Indenture.

If any Note on which the final payment was due is not presented for payment on its Final Payment Date, then the Indenture Trustee shall set aside such payment in a segregated account separate from the Note Payment Account but which constitutes an Eligible Account, and the Indenture Trustee and the Issuer shall act in accordance with Section 5.10 in respect of the unclaimed funds.

c.On each Payment Date and any Redemption Date relating to a Total Redemption, the Indenture Trustee shall deposit all funds from the Reimbursement Account and, to the extent required pursuant to Section 2.20, the Hedge Account and the Posted Collateral Account and, to the extent required pursuant to Section 2.15 and amounts from the Reserve Account and, if applicable, any payments received from the Seller on an Option Purchase Date pursuant to Section 2.19 and any payments received from the Seller or its designee pursuant to Section 7.03(b) and withdraw from the Note Payment Account and apply the Available Funds for such Payment Date or Redemption Date, as applicable, for the following purposes and in the following order of priority, in each case to the extent of remaining funds:

(i)pro rata,

(A) to the Issuer, an amount equal to the sum of its actual expenses (including the fees, expenses and indemnities of (x) the Owner Trustee and (y) the Administrator in connection with the performance of its obligations under the Administration Agreement, provided, however, that amounts payable pursuant to this clause (i)(A)(y) shall not exceed $[***] per annum);

(B) pro rata, (I) to Wells Fargo Bank, N.A. in its capacities as Indenture Trustee, Calculation Agent, Posted Collateral Custodian, Securities Intermediary, Authenticating Agent, Note Registrar and Certificate Registrar, an amount equal to the sum of (1) the Indenture Trustee Fee and the Calculation Agent Fee for such Payment Date or Redemption Date, as applicable, (2) any accrued and unpaid Indenture Trustee Fees and Calculation Agent Fees for prior Payment Dates, and (3) any other amounts to which the Wells Fargo Bank, N.A., in its capacities as Indenture Trustee, Calculation Agent, Posted Collateral Custodian, Securities Intermediary, Authenticating Agent, Note Registrar and Certificate Registrar are entitled to reimbursement pursuant to this Indenture and the other Transaction Documents; provided, however, that amounts payable pursuant to this clause (i)(B)(I)(3) shall not exceed (a) in the event that no Event of Default has occurred and shall be continuing, $[***] per annum and (b) in the event that an Event of Default has occurred and shall be continuing, $[***] per annum and (II) to the extent the Swap Enforcement Party is not the Agent or Affiliate thereof, any fees payable to the Swap Enforcement Party approved by the Agent; and

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(C) to the Agent, all costs, expenses and indemnities to which the Agent, in its capacity as Agent, is entitled to reimbursement pursuant to this Indenture and the other Transaction Documents; provided, that, amounts payable pursuant to this clause (i)(C) shall not exceed (a) in the event that no Event of Default has occurred and shall be continuing, $[***] per annum and (b) in the event that an Event of Default has occurred and shall be continuing, $[***] per annum, in each case, unless consented to by 100% of the Noteholders;

(ii)to the Verification Agent, an amount equal to the sum of all accrued and unpaid Verification Agent Fees, in an amount not greater than the amount set forth in the Verification Agent Letter;

(iii)to each Swap Provider, the amount (including termination payments, other than any Defaulted Swap Termination Payment) due under the applicable Swap Agreements entered into by the Indenture Trustee (for the benefit of the Noteholders), on behalf of the Issuer, if any;

(iv)to the Holders of the Variable Funding Notes, an amount equal to the sum of: (A) the related Unused Line Fee for such Payment Date, plus, without duplication, any unpaid Unused Line Fee for any preceding Payment Date plus interest thereon accrued from the preceding Payment Date to the current Payment Date at the Variable Funding Note Default Additional Rate; (B) the Variable Funding Note Interest Distributable Amount for such Payment Date, plus any Variable Funding Note Interest Carryover Shortfall for prior Payment Dates; and (C) for any Payment Date on or following the Stepdown Date, the Variable Funding Note Post-Stepdown Additional Interest Distributable Amount for such Payment Date, plus any Variable Funding Note Post-Stepdown Additional Interest Carryover Shortfall for prior Payment Dates;

(v)reserved:

(vi)up to and including the earlier of (a) the occurrence of an Event of Default and (b) the Stated Maturity, to the Reserve Account until the amount on deposit in the Reserve Account equals the Required Reserve Amount;

(vii)during the Funding Period, in the following order of priority:

(A) to the Variable Funding Noteholders, to the payment of principal an amount equal to the excess of the Variable Funding Note Principal Balance over the Aggregate Collateral Value (after giving effect to any transfer of Receivables on such Payment Date);

(B) if directed by the Administrator two (2) Business Days prior to any Payment Date (in its sole and absolute discretion), to the Variable Funding Noteholders, to the payment of principal, the related amount specified by the Administrator;

(C) on any date on or after the occurrence of the Stepdown Date, to the payment of principal, an amount equal to the excess (if any) of the Variable Funding Note Principal Balance over the Maximum Note Balance;

(D) to the Agent and the Noteholders, any other amounts payable by the Seller, the Depositor or the Issuer pursuant to the terms and provisions of the Transaction Documents, including but not limited to any amounts then due as indemnification and any other amounts payable to the Agent and the Noteholders, to the extent not paid previously under the terms and provisions of this Section 2.10(c);

(E) reserved;

(F) to each Swap Provider, any Defaulted Swap Termination Payments due under the applicable Swap Agreements entered into by the Indenture Trustee (for the benefit of the Noteholders), on behalf of the Issuer, if any

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(G) to the Indemnified Parties, to the extent not paid pursuant to clauses (i) through (vii)(F) above, any amounts then due to such Indemnified Parties under Section 9.11 of this Indenture (which are invoiced to the Issuer and the Indenture Trustee at least three (3) Business Days prior to the Payment Date or Redemption Date, as applicable) and for which reimbursement is not available under clauses (i) through (vii)(F) above or from any other source pursuant to the provisions of the Transaction Documents; and

(H) to the Certificateholders, the remaining Available Funds; provided, however, that any amounts due and owing to the Owner Trustee shall be paid prior to such payment;

(viii)following the termination of the Funding Period, in the following order of priority:

(A) to the Variable Funding Noteholders, the Variable Funding Note Principal Balance until the Variable Funding Note Principal Balance is reduced to zero;

(B) reserved;

(C) to the Persons entitled thereto, any amounts (other than Defaulted Swap Termination Payments payable under clause (viii)(D) below) payable by the Seller, the Depositor and the Issuer pursuant to the Transaction Documents, including but not limited to any amounts then due as indemnification and any other amounts payable to any Person, to the extent not paid previously under the terms and provisions of this Section 2.10(c); provided, that amounts payable under this clause (viii)(C) may be paid under clause (viii)(F) below with the agreement of the Person entitled to receive such payment in the sole and absolute discretion of such Person;

(D) to the Variable Funding Noteholders, in the event of the occurrence and continuance of an Early Amortization Date, the Variable Funding Note Default Interest Distributable Amount for such Payment Date, plus any Variable Funding Note Default Interest Carryover Shortfall for prior Payment Dates;

(E) to each Swap Provider, any Defaulted Swap Termination Payments due under the applicable Swap Agreements entered into by the Indenture Trustee (for the benefit of the Noteholders), on behalf of the Issuer, if any;

(F) to the Indemnified Parties, to the extent not paid pursuant to clauses (i) through (viii)(E) above, any amounts then due to such Indemnified Parties under Section 9.11 of this Indenture (which are invoiced to the Issuer and the Indenture Trustee at least three (3) Business Days prior to the Payment Date or Redemption Date, as applicable) and for which reimbursement is not available under the Transaction Documents from an alternative source (including the Seller) or for which the Indemnified Parties have been unable to obtain reimbursement after reasonable efforts; and

(G) to the Certificateholders, the remaining Available Funds; provided, however, that any amounts due and owing to the Owner Trustee shall be paid prior to such payment.

d.On each date that is a Funding Date but not a Payment Date (whether or not any Additional Receivables are purchased by the Issuer on such date), the Indenture Trustee shall deposit any Excess Amount from the Reimbursement Account into the Note Payment Account and withdraw from the Note Payment Account and apply such Excess Amount as follows:

(i) first, in accordance with Section 2.10(c)(vi);

(ii) second, in accordance with Section 2.10(c)(vii)(A);

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(iii) third, in accordance with Section 2.10(c)(vii)(B);

(iv) fourth, in accordance with Section 2.10(c)(vii)(C); and

(v) fifth, if Additional Receivables are to be purchased by the Issuer on such Funding Date, to the Funding Account, the Cash Purchase Price of any Additional Receivables to be acquired by the Issuer and Granted to the Indenture Trustee on such Funding Date in accordance with Article VII.

e.Upon the occurrence of the initial Hedge Payment Event following the termination of the Funding Period, the Indenture Trustee shall provide written notice of such Hedge Payment Event to the Noteholders, the Agent, the Seller, the Depositor and the Issuer.

Section 2.11 Final Payment Notice.

a.Notice of final payment under Section 2.10(b) shall be given by the Indenture Trustee not later than the 5th Business Day prior to the Final Payment Date to each Noteholder as of the close of business on the Record Date preceding the Final Payment Date at such Noteholder's address appearing in the Note Register, and also to the Agent and the Issuer.

b.All notices of final payment in respect of the Notes shall state (i) the Final Payment Date, (ii) the amount of the final payment for such Notes and (iii) the place where such Notes are to be surrendered for payment, which shall be the Corporate Trust Office of the Indenture Trustee.

c.Notice of final payment of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuer. Failure to give notice of final payment, or any defect therein, to any Noteholder shall not impair or affect the validity of the final payment of any other Note;

provided, however, that the Indenture Trustee shall not be required to provide any notice required by this Section 2.11 to the extent that such notice has not been provided to the Indenture Trustee by the Issuer or the Servicer at least five (5) Business Days prior to the date on which the Indenture Trustee is required to deliver such notice hereunder.

Section 2.12. Compliance with Withholding Requirements.

Notwithstanding any other provision of this Indenture, the Indenture Trustee shall comply with all federal and state withholding requirements with respect to payments to Noteholders of interest, original issue discount, or other amounts that the Indenture Trustee reasonably believes are applicable under the Code. The consent of Noteholders shall not be required for any such withholding. All Noteholders shall be required to deliver to the Indenture Trustee prior to the first Payment Date and at any time or times required by applicable law, (i) a correct, complete and properly executed U.S. Internal Revenue Service Form W-9, W-8BEN, W-8ECI or W-8IMY (with appropriate attachments), as applicable, and (ii) any documentation that is required under Sections 1471 through 1474 of the Code to enable the Issuer, the Indenture Trustee and any other agent of the Issuer to determine their duties and liabilities with respect to any taxes they may be required to withhold pursuant to such Code sections in respect of such Note or the Noteholder of such Note or beneficial interest therein. The Indenture Trustee will withhold on payments of the Unused Line Fees to non-U.S. Noteholders unless such beneficial owners for U.S. federal income tax purposes of such Note provide a correct, complete and properly executed U.S. Internal Revenue Service Form W-8ECI or are eligible for benefits under an income tax treaty with the United States that eliminates U.S. federal income taxation on U.S.-sourced Unused Line Fees and such non-U.S. Noteholder provides a correct, complete and executed U.S. Internal Revenue Service Form W-8BEN.

Section 2.13. Cancellation.

The Issuer may at any time deliver to the Note Registrar for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Note Registrar.

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All Notes delivered to the Indenture Trustee for payment shall be forwarded to the Note Registrar. All such Notes and all Notes surrendered for transfer and exchange in accordance with the terms hereof shall be canceled and disposed of by the Note Registrar in accordance with its customary procedures.

Section 2.14. Additional Note Balance.

a.In the event of the purchase of any Additional Note Balances by the Note Purchasers as provided in the Note Purchase Agreement, the Note Purchasers shall, and is hereby authorized to, record on the schedule attached to its Variable Funding Note the date and amount of any Additional Note Balance purchased by it, and each repayment thereof; provided, that failure to make any such recordation on such schedule or any error in such schedule shall not adversely affect any Variable Funding Noteholder's rights with respect to its Additional Note Balance and its right to receive interest payments in respect of the Additional Note Balance held by such Noteholder.

b.Absent manifest error, the Note Principal Balance of each Variable Funding Note as set forth in the notations made by the related Variable Funding Noteholder on such Variable Funding Note shall be binding upon the Indenture Trustee and the Issuer; provided, that failure by a Variable Funding Noteholder to make such recordation on its Variable Funding Note or any error in such notation shall not adversely affect any Variable Funding Noteholder's rights with respect to its Variable Funding Note Principal Balance and its right to receive principal and interest payments in respect thereof.

Section 2.15.Reserve Account.

On or prior to the Initial Funding Date, the Issuer shall cause the Required Reserve Amount to be deposited into the Reserve Account. The Indenture Trustee shall deposit in the Reserve Account on each Payment Date the amount, if any, distributed for deposit in the Reserve Account pursuant to Section 2.10(c)(vi).

If, on any Payment Date prior to the Stated Maturity, the Available Funds for such Payment Date are insufficient to pay the amounts required to be paid pursuant to clauses (i) through (v) of Section 2.10(c) and, following the occurrence of an Early Amortization Event (assuming no Event of Default shall have occurred and be continuing), up to the amount of the excess of the balance of the Reserve Account over the Required Reserve Amount, to pay principal pursuant to clause (viii)(A) and clause (viii)(B) of Section 2.10(c), and following the earlier to occur of an Event of Default or the Stated Maturity Date, to pay all amounts under clause (viii) of Section 2.10(c), the Indenture Trustee shall withdraw the amount of such shortfall from the Reserve Account and deposit the same into the Note Payment Account to be applied to the payment of such items.

Upon payment in full of all of the Issuer Obligations, the Indenture Trustee shall release all amounts remaining in the Reserve Account to or at the direction of the Issuer.

Section 2.16. Redemption; Clean-up Call Option; Optional Paydown.

a.The Notes shall be subject to optional redemption in whole (such redemption, a “Total Redemption”) or in part (such redemption, a “Partial Redemption”), in each case in connection with an Approved Refinancing of the Notes; provided, however, that (I) the Issuer shall not conduct a Partial Redemption of aggregate Note Principal Balances without the prior written consent of the Agent (in its sole and absolute discretion), (II) following any such Partial Redemption (and after giving effect to the transfer of the related Receivables on the related Redemption Date), the Collateral Coverage Requirement shall be satisfied and (III) any Partial Redemption of Note Principal Balance of the Notes shall be applied pro rata among the Term Notes and the Variable Funding Notes. The Issuer shall give written notice (a “Redemption Notice”) of its intent to redeem all or the Applicable Redemption Percentage of the Notes pursuant to this Section 2.16 to the Indenture Trustee (for subsequent distribution to the Noteholders), each Swap Provider and, to the extent the Agent's consent is not required to conduct such redemption, the Agent, at least 5 Business

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Days prior to the Redemption Date (which date shall be specified in such notice as the “Redemption Date”). Each Redemption Notice shall include a list of Securitization Trusts the Receivables of which the Issuer desires to purchase on the related Redemption Date. Following issuance of the Redemption Notice by the Issuer, the Issuer shall be required to purchase the entire Outstanding or the Applicable Redemption Percentage of Note Principal Balance of the Notes, as of the Redemption Date, for the Note Redemption Amount on such Redemption Date. Each Secured Party, by its acceptance of a Note or any interest or rights under any Transaction Document, as applicable, hereby consents to the release of lien of this Indenture, in whole or in part, as applicable, upon the Issuer's deposit of the applicable Note Redemption Amount. On any Redemption Date relating to a Partial Redemption, the Indenture Trustee shall remit the applicable Note Redemption Amount as follows:  (a)  with respect to the amounts set forth under clauses (i) and (ii) of the applicable definition of Note Redemption Amount, pro rata, to the Variable Funding Noteholders (based on the Variable Funding Note Principal Balance) and to the Term Noteholders (based on the Term Note Principal Balance), and (b) with respect to the amounts set forth under clause (iii) of the applicable definition of Note Redemption Amount, pro rata, to any Swap Providers based on the aggregate amounts owed to each such Swap Provider. Upon the Issuer's payment of the Note Redemption Amount with respect to a Partial Redemption, (i) the Indenture Trustee, acting on behalf of the Noteholders, shall release its lien with respect to all outstanding Receivables related to the Securitization Trusts specified in the applicable Redemption Notice and shall, at the direction of the Agent, execute a lien release or similar instrument with respect thereto, such instrument to be provided to the Indenture Trustee, and (ii) Schedules I through IV attached hereto shall be updated accordingly. Upon the Issuer's payment of the Redemption Amount with respect to a Total Redemption, the Commitment of the Note Purchasers under Section 2.01 of the Note Purchase Agreement to purchase Additional Note Balances shall terminate.

b.On any Payment Date following an Early Amortization Event (including clauses (a) and (n) under the definition thereof) on which the aggregate Note Principal Balance of the Notes is less than or equal to 10% of the sum of (i) the aggregate of the Term Note Initial Principal Balance for the Term Notes, (ii) the balance of the Variable Funding Note as of the Closing Date and (iii) the aggregate of all Additional Note Balances purchased on or prior to such date pursuant to the Note Purchase Agreement (the sum of (ii) and (iii) not to be greater than the Variable Funding Note Maximum Balance), the Agent may effect a put of the entire Outstanding Note Principal Balance of the Notes, as of the applicable Payment Date, to the Issuer by exercise of the Clean-up Call Option. The Agent shall give written notice (a “Clean-up Call Notice”) of its intent to put the Notes pursuant to this Section 2.16(b) to the Issuer and the Indenture Trustee and each Swap Provider at least 30 days prior to the related Payment Date. Upon exercise of the Clean-up Call Option by the Agent, the Issuer shall be required to purchase the entire Outstanding Note Principal Balance of the Notes, as of the applicable Payment Date, for the Note Redemption Amount on the applicable Payment Date (such Payment Date, the “Clean-up Call Date”).

c.Unless otherwise agreed by the Agent, on the third Business Day prior to the applicable Redemption Date, the Clean-up Call Date or Stated Maturity, as applicable, the Issuer shall cause there to be deposited the Note Redemption Amount into the Note Payment Account.

d.On any Business Day during the Funding Period (the “Paydown Date”), the Variable Funding Notes may be subject to an optional paydown by the Issuer. The Administrator, on behalf of the Issuer, shall give written notice to the Agent, each Swap Provider and the Noteholders of its intent to paydown the Variable Funding Note Principal Balances at least two (2) Business Days prior to the chosen Paydown Date. The Administrator, on behalf of the Issuer, shall remit the paydown amount to the Note Payment Account, and the Indenture Trustee shall withdraw such amounts and allocate such amounts to reduce the Variable Funding Note Principal Balance of the Variable Funding Notes on a pro rata basis after remitting any termination payments due to the Hedge Provider under the applicable Swap Agreement; provided, that, if the Paydown Date is a Payment Date, such paydown amount will be remitted in accordance with Section 2.10(c)(vii)(B) after all prior payments in accordance with Section 2.10(c) have been made and that the Note Principal Balance of the Notes used to calculate such payments pursuant to Section 2.10(c) shall be the Note Principal

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Balance prior to distribution of the paydown amount. Notwithstanding any optional paydown as provided in this Section 2.16(d), the Commitment of the Holders of the Variable Funding Notes shall not be reduced.

Section 2.17. Securities Accounts

(a)The Issuer and the Indenture Trustee hereby appoint Wells Fargo Bank, N.A. as securities intermediary (in such capacity, the “Securities Intermediary”) with respect to each of the Accounts. The Security Entitlements and all Financial Assets credited to the Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof, held from time to time in the Accounts will continue to be held by the Securities Intermediary for the Indenture Trustee for the benefit of the Secured Parties. Upon the termination of this Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to have appointed Wells Fargo Bank, N.A. as Securities Intermediary. Wells Fargo Bank, N.A. hereby accepts such appointment as Securities Intermediary.

(i)With respect to any portion of the Trust Estate that is credited to the Accounts, the Securities Intermediary agrees that:

(A)with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Indenture, and the Securities Intermediary shall comply with instructions originated by the Indenture Trustee directing dispositions of funds in the deposit accounts without further consent of the Issuer and otherwise shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto;

(B)the sole assets permitted in the Accounts shall be those that the Securities Intermediary agrees to treat as Financial Assets;

(C)any portion of the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Account in accordance with the Securities Intermediary's customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has control; and

(D)it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Account and that it is a violation of that Person's rights for anyone else to hold, transfer or deal with such Financial Asset.

(ii)The Securities Intermediary hereby confirms that (A) each Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Indenture, treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Account, (B) any portion of the Trust Estate in respect of any Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited to any Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary, and in no case will any Financial Asset credited to any Account be registered in the name of the Issuer, the Servicer

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or the Seller, payable to the order of the Issuer, the Servicer or the Seller or specially endorsed to any of such Persons.

(iii)If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Issuer, the Servicer, the Seller or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person.

(iv)In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker's lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Accounts.

(v)There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the Depositor, the Servicer, the Seller or any other Person with respect to any Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail.

(vi)The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will neither be affected by the bankruptcy of the Issuer, the Depositor, the Servicer or the Seller nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writing.

(e)Capitalized terms used in this Section 2.17 and not defined herein shall have the meanings assigned to such terms in the New York UCC. For purposes of Section 8-110(e) of the New York UCC, the “securities intermediary's jurisdiction” shall be the State of New York.

(f)None of the Securities Intermediary or any director, officer, employee or agent of the Securities Intermediary shall be under any liability to the Indenture Trustee or the Secured Parties for any action taken, or not taken, in good faith pursuant to this Indenture, or for errors in judgment; provided, however, that this provision shall not protect the Securities Intermediary against any liability to the Indenture Trustee or the Secured Parties which would otherwise be imposed by reason of the Securities Intermediary's willful misconduct, bad faith or negligence in the performance of its obligations or duties hereunder. The Securities Intermediary and any director, officer, employee or agent of the Securities Intermediary may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Securities Intermediary shall be under no duty to inquire into or investigate the validity, accuracy or content of such document. The Issuer shall indemnify the Securities Intermediary for and hold it harmless against any loss, liability or expense arising out of or in connection with this Indenture and carrying out it duties hereunder, including the costs and expenses of defending itself against any claim of liability, except in those cases where the Securities Intermediary has been guilty of bad faith, negligence or willful misconduct. The foregoing indemnification shall survive any termination of this Indenture or the resignation or removal of the Securities Intermediary.

(g)Prior to the date which is one year and one day, or if longer the applicable preference period then in effect, after the payment in full of all of the Notes, the Securities Intermediary will not institute against,

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or join any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law in any jurisdiction.

Section 2.18. Tax Treatment of the Notes.

The Issuer intends that, for U.S. federal, state or local income tax, franchise tax and any other income tax purposes, the Notes be treated as debt. Each prospective purchaser and any subsequent transferee of a Note or any interest therein shall, by virtue of its purchase or other acquisition of such Note or interest therein, be deemed to have agreed to treat such Note in a manner consistent with the preceding sentence for U.S. federal income tax purposes, unless otherwise required by law in a proceeding of final determination.

Section 2.19. Purchase Option.

The Seller shall have the option at any time, and from time to time, to purchase from the Issuer up to three percent (3%) of the Aggregate Receivables outstanding on the date of such purchase for an amount equal to the Receivables Balance of the Receivables to be purchased. The Seller shall give written notice (an “Option Notice”) of its intent to exercise the purchase option to the Issuer, the Indenture Trustee, each Hedge Provider and the Noteholders at least ten (10) days prior to the date on which such purchase will occur (the “Option Purchase Date”). The Receivables to be sold to the Seller on any such Option Purchase Date shall be selected by the Seller and shall not exceed three percent (3%) of the Aggregate Receivables; provided, however, that the Seller shall purchase Receivables pursuant to this Section 2.19 in whole, and not in part, with respect to any Securitization Trust. If the Seller exercises its purchase option pursuant to this Section 2.19, upon deposit of an amount equal to the Receivables Balance of such purchased Receivables into the Note Payment Account and any termination payments required to be made pursuant to any Swap Agreements, the Indenture Trustee shall release the lien of this Indenture with respect to such purchased Receivables.  If the Seller exercises this option, the option shall expire with respect to the Aggregate Receivables existing on such Option Purchase Date; provided, however, that the Seller shall have the option to purchase up to three percent (3%) of any Additional Receivables sold to the Issuer following such Option Purchase Date.

Section 2.20. Hedge Agreements

a.Following the Closing Date, the Issuer, may enter into one or more Hedge Agreements with respect to the Notes.  The Issuer hereby requests that the Swap Enforcement Party, and the Swap Enforcement Party hereby agrees to, execute and deliver any such Hedge Agreements on behalf of the Issuer, as owner thereof (for the benefit of the Noteholders) and exercise the rights, perform the obligations and make the representations of the Issuer thereunder, solely in its capacity as Swap Enforcement Party on behalf of the Issuer and not in its individual capacity. The parties hereto agree that the Swap Enforcement Party shall have no obligation to take any action under any Hedge Agreement without direction to do so unless such action is specifically set forth in this Section 2.20. Further, the parties hereto also agree that the Indenture Trustee shall have no obligation to take any action under the Hedge Agreement.

b.As of the effective date of each Hedge Agreement, the related Hedge Provider shall have credit ratings at least equal to (i) a short-term unsecured and unsubordinated debt rating of “A-2” from S&P, or if such Hedge Provider does not have a short-term unsecured and unsubordinated debt rating from S&P, a long-term unsecured and unsubordinated debt rating or counterparty rating of “BBB+” from S&P and (ii) a long-term unsecured and unsubordinated debt rating of “BBB-” from Fitch. In addition, each Hedge Agreement entered into with respect to which Wells Fargo Bank, N.A. is not the Hedge Provider, if any, shall satisfy, in all respects, the “Revised Framework for Applying Counterparty and Supporting Party Criteria,” published by S&P on May 8, 2007, as supplemented by “Methodology And Assumptions: Update And Clarification To Counterparty Criteria For Interest Rate Swap Counterparties In 'AAA' Rated Transactions”, published by S&P on April 1, 2009 or any more recent publications released by S&P updating such criteria.

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c.The Indenture Trustee shall, prior to the applicable effective date of any Hedge Agreement, establish a segregated trust account in accordance with Section 2.09 that shall be designated as a Hedge Account, at such financial institution as necessary to ensure that the Hedge Account is at all times an Eligible Account or a sub-account of an Eligible Account, in its name, as Indenture Trustee, bearing a designation clearly indicating that such account and all funds deposited therein are held for the exclusive benefit of the Noteholders, over which the Indenture Trustee shall have exclusive control and the sole right of withdrawal, and in which neither the Issuer nor any other Person shall have any legal or beneficial interest.

d.If a Hedge Provider is required to deliver Posted Collateral to the Indenture Trustee under the applicable Hedge Agreement, within one (1) Business Day of receipt of such Posted Collateral, the Indenture Trustee shall deliver written notice to the Seller, the Agent and the Noteholders that Posted Collateral has been delivered. Such written notice shall include such Hedge Provider's calculations with respect to the “Delivery Amount”, the “Return Amount” and the “Credit Support Amount” (as such terms or terms of substantially similar import are defined in the applicable Hedge Agreement) to the extent such calculations are received by the Indenture Trustee. Upon a finding by the Agent (in its sole and absolute discretion) that a Hedge Provider has not delivered adequate Posted Collateral as required under the applicable Hedge Agreement, the Agent shall direct the Indenture Trustee to carry out its rights, remedies and obligations on behalf of the “Secured Party” (as such term or terms of substantially similar import are defined in such Hedge Agreement) as set forth in such Hedge Agreement.

With respect to any applicable Hedge Agreement, the Indenture Trustee is hereby directed to perform the obligations of the “Custodian” (as defined under the applicable credit support annex) (the “Posted Collateral Custodian”). Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall apply to the performance of its duties and satisfaction of its obligations under such Hedge Agreement with respect to the applicable credit support annex.  On or before the Initial Funding Date, to the extent the Indenture Trustee enters into a Hedge Agreement pursuant to this Section 2.20 and such Hedge Agreement requires that the parties thereto post collateral from time to time, the Indenture Trustee, as Posted Collateral Custodian, shall establish a Posted Collateral Account (the “Posted Collateral Account”). The Posted Collateral Custodian shall credit to Posted Collateral Account all Posted Collateral posted by an applicable Hedge Provider to secure the obligations of such Hedge Provider in accordance with the terms of the applicable Hedge Agreements. Except for investment earnings, such Hedge Provider shall not have any legal, equitable or beneficial interest in the Posted Collateral Account other than in accordance with this Indenture, the applicable Hedge Agreements and applicable law. The Posted Collateral Custodian shall maintain and apply all collateral and earnings thereon on deposit in the Posted Collateral Account in accordance with the terms and provisions of the credit support annex under the applicable Hedge Agreement.  All amounts earned on amounts on deposit in the Posted Collateral Account (whether cash collateral or securities) shall be for the account of and taxable to the applicable Hedge Provider.

Upon the occurrence of an “Event of Default” where a Hedge Provider is the “Defaulting Party” (each such term, as defined in the applicable Hedge Agreement) and the designation of an “Early Termination Date” (as defined in the applicable Hedge Agreement) as a result of such “Event of Default”, any collateral posted by a Hedge Provider in accordance with the terms and provisions of the credit support annex under the applicable Hedge Agreement shall be applied in accordance with the terms and provisions of such credit support annex. Any excess amounts held in such Posted Collateral Account after payment of all amounts owing to “Party B” under such Hedge Agreement shall be withdrawn from the Posted Collateral Account and paid to the applicable Hedge Provider in accordance with the terms and provisions of the credit support annex under such Hedge Agreement.

e.Subject to the remaining terms of this Section 2.20(e), during the Funding Period, at the direction of the Issuer and subject to the prior written consent of the Agent (in its sole and absolute discretion), the Indenture Trustee shall exercise its right in accordance with the terms and provisions

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of the applicable Hedge Agreement to amend the notional schedule of such Hedge Agreement in order to increase or reduce the notional amount thereof.  Upon the occurrence of a Partial Redemption, at the direction of the Issuer, the Indenture Trustee shall exercise its right in accordance with the terms and provisions of the applicable Hedge Agreement to amend the notional schedule of such Hedge Agreement in order to reduce the notional amount thereof by the amount required under such Hedge Agreement.  Upon the occurrence and continuance of an Early Amortization Event of which a Responsible Officer of the Indenture Trustee shall have actual knowledge, the Indenture Trustee (at the direction of the Administrator) shall exercise its right in accordance with the terms and provisions of the applicable Hedge Agreement to amend the notional schedule of such Hedge Agreement in order to reduce the notional amount thereof by the amount required in such Hedge Agreement.  Following any such increase or reduction of the notional amount under any such Hedge Agreement, the Indenture Trustee shall notify the Agent, the Noteholders and the Hedge Providers in writing of the amount of increase or reduction in the notional amount under the applicable Hedge Agreement.

f.Subject to Section 4.01(r), upon the occurrence of (i) any “Event of Default” under any Hedge Agreement arising from any action taken, or failure to act, by the related Hedge Provider and with respect to which such Hedge Provider is the “Defaulting Party” (each quoted term in this clause (i) as defined in such Hedge Agreement), or (ii) any “Termination Event” under such Hedge Agreement with respect to which the related Hedge Provider is an “Affected Party” (each quoted term in this clause (ii) as defined in such Hedge Agreement), the Indenture Trustee may and shall, at the direction of Majority Noteholders by notice to such Hedge Provider and the Indenture Trustee, designate the occurrence of the termination of such Hedge Agreement.

In the event that a Hedge Provider fails to perform any of its obligations under the applicable Hedge Agreement (including, without limitation, its obligation to make any payment or transfer collateral), or breaches any of its representations and warranties thereunder, or in the event that such Hedge Agreement is terminated in accordance with the terms and provisions of this Section 2.20(f), the Indenture Trustee shall, promptly following actual notice of such failure, breach or event, notify the Issuer and send any notices and make any demands, on behalf of and at the direction the Issuer, required to enforce the rights of the Issuer under such Hedge Agreement; provided, however, that notwithstanding the foregoing, upon the occurrence of an “Event of Default” under such Hedge Agreement (as defined in such Hedge Agreement) as a result of the insolvency or bankruptcy of such Hedge Provider, upon receipt of notice from any Noteholder, the Agent, the Issuer, the Depositor or the Seller of such insolvency or bankruptcy, the Indenture Trustee shall terminate such Hedge Agreement.

g.Each Swap Agreement and this Indenture explicitly provide that in the event that any termination payment is required to be made by the Issuer to a Swap Provider, due to either an “Event of Default” of such Swap Agreement (i) with respect to which such Swap Provider is the “Defaulting Party” (as defined in such Swap Agreement) or (ii) with respect to a “Termination Event” other than “Illegality” or “Tax Event” (each such term as defined in such Swap Agreement) with respect to which such Swap Provider is the sole “Affected Party” (as defined in such Swap Agreement), such termination payment shall be a “Defaulted Swap Termination Payment” payable on a subordinate basis to the rights of the Noteholders in accordance with Section 2.10(c).

h.Notwithstanding anything contained herein to the contrary, in the event that a Hedge Agreement is terminated due to an “Event of Default” or “Termination Event” (each as defined in such Hedge Agreement), any and all amounts paid by the applicable Hedge Provider to the Issuer representing termination payments under such Hedge Agreement shall be remitted to the Hedge Account and shall be used by the Indenture Trustee, on behalf of and the direction of the Issuer (for the benefit of the Noteholders), to enter into one or more replacement Hedge Agreements with a related Hedge Provider that at least meets the requirements for a replacement Hedge Provider as set forth under the applicable Hedge Agreement and Section 2.20(b) hereunder, and subject to the prior written consent of the Majority Noteholders. To the extent

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that such termination payments owed by the related Hedge Provider under such terminated Hedge Agreement, if any, exceed the costs of entering into the replacement Hedge Agreements, such excess amounts shall be become part of Available Funds to be distributed in accordance with Section 2.10(c) on the immediately following Payment Date.

Any amounts received from a replacement Hedge Provider in consideration for entering into a replacement Hedge Agreement for a terminated Hedge Agreement shall be remitted by the Indenture Trustee directly to such terminated Hedge Provider; provided, however, that any such remittance to such terminated Hedge Provider shall not exceed the amounts, if any, owed to such Hedge Provider under such terminated Hedge Agreement.  To the extent not fully paid from amounts received from a replacement Hedge Provider, any termination payment owed by the Issuer to a terminated Hedge Provider pursuant to a terminated  Hedge Agreement shall be payable to such Hedge Provider on each following Payment Date in accordance with Section 2.10(c). To the extent that any amounts received from a replacement Hedge Provider in consideration for entering into a replacement Hedge Agreement exceed any required termination payments (or if there are no termination payments), such amounts in excess of the required termination payments shall become part of Available Funds to be distributed in accordance with Section 2.10(c) on the immediately following Payment Date. 

i.The Noteholders (by acceptance of their Notes) acknowledge and agree that (i) the Swap Enforcement Party shall execute and deliver any Hedge Agreement on behalf of the Issuer, (ii) the Swap Enforcement Party shall exercise the rights, perform the obligations and make the representations of the Issuer thereunder, solely in its capacity as Swap Enforcement Party on behalf of the Issuer and not in its individual capacity, (iii) under no circumstances shall the Swap Enforcement Party in its individual capacity be personally liable for the payment on any indebtedness or expense or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under any Hedge Agreement, (iv) the Swap Enforcement Party shall receive specific direction to take any action under any Hedge Agreement, other than any action specifically set forth herein and (v) that all amounts payable to any Hedge Provider pursuant to any Hedge Agreement are obligations of the Issuer, payable from the Trust Estate subject to the terms of this Indenture. Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Swap Enforcement Party shall apply to the the Swap Enforcement Party's execution of any Hedge Agreement, and the performance of its duties and satisfaction of its obligations thereunder.

j.Quoted terms and defined terms used in this Section 2.20 but not defined herein have the meanings set forth in the applicable Hedge Agreements.

ARTICLE III

SATISFACTION AND DISCHARGE

Section 3.01. Satisfaction and Discharge of Indenture.

This Indenture shall cease to be of further effect except as to (i) any surviving rights herein expressly provided for, including any rights of transfer or exchange of Notes herein expressly provided for, (ii) in the case of clause (1)(B) below, the rights of the Noteholders hereunder to receive payment of the Note Principal Balance of and interest on the Notes and any other rights of the Noteholders hereunder, and (iii) the provisions of Section 3.02 herein, when:

(1)either: (A) all Notes theretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.06 and (ii) Notes for which payment of money has theretofore been deposited in the Note Payment Account by the Indenture

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Trustee and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 5.10) have been delivered to the Note Registrar for cancellation; or (B) all such Notes not theretofore delivered to the Note Registrar for cancellation (i) have become due and payable, or (ii) will become due and payable on the next Payment Date, and in the case of clause (B)(i) or (B)(ii) above, cash in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Note Registrar for cancellation or sufficient to pay the Note Principal Balance thereof and any interest thereon accrued to the date of such deposit (in the case of Notes which have become due and payable) or to the end of the Accrual Period for the next Payment Date has been deposited with the Indenture Trustee as trust funds in trust for these purposes;

(2)the Issuer has paid or caused to be paid all other sums payable or reasonably expected to become payable by the Issuer to the Indenture Trustee and each of the Secured Parties (including amounts payable to any Hedge Provider); and

(3)the Issuer has delivered to the Indenture Trustee an Officer's Certificate of the Issuer stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the foregoing, (a) the obligations of the Issuer to the Indenture Trustee under Section 5.04 hereof, (b) the obligations of the Indenture Trustee to the Noteholders under Section 3.02 hereof, and (c) the obligations of the Issuer under Section 2.16(a) hereof shall survive satisfaction and discharge of this Indenture.

Section 3.02. Application of Trust Money.

Subject to the provisions of Sections 2.09, 2.10, 2.15, 5.10 and 7.01, all Cash deposited with the Indenture Trustee pursuant to Section 3.01 shall be held in the Note Payment Account and applied by the Indenture Trustee, in accordance with the provisions of the Notes and this Indenture to pay the Persons entitled thereto.

ARTICLE IV

EVENTS OF DEFAULT; REMEDIES

Section 4.01. Events of Default.

“Event of Default” wherever used herein with respect to the Notes, 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):

a.(i) any failure to pay any interest (other than any interest payable pursuant to Section 2.10(c)(viii)(D)) on any Note when the same shall be due and payable in accordance with the terms and provisions of this Indenture, without regard to Available Funds, or (ii) any failure to pay all accrued and unpaid interest on or the outstanding principal balance of the Notes in full in accordance with the terms and provisions of this Indenture by the Stated Maturity, without regard to Available Funds; or

b.any failure by the Issuer, the Seller or the Servicer to make (or cause to be made) any payment, transfer or deposit of, or deliver (or cause to be delivered) to, the Indenture Trustee (i) any Advance Reimbursement Amounts when required to be so delivered under the terms of this Indenture or any of the other Transaction Documents, (ii) the Repurchase Price in accordance with the terms and provisions of Section 6.02 of the Receivables Purchase Agreement when required to be so delivered under the terms of this Indenture, the Receivables Purchase Agreement or any of the other Transaction Documents and a continuation of such failure under this clause (ii) for a period of ten (10) days after the earlier of (A) actual

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discovery by an officer of the Issuer, Depositor, the Servicer or the Seller, as applicable, of such failure and (B) there shall have been given to the Issuer by the Indenture Trustee, or to the Issuer and the Indenture Trustee by any Noteholder, a written or electronic notice specifying such failure and requiring it to be remedied, or (iii) any fees, expenses, proceeds, payments or amounts (other than as set forth in clauses (i) and (ii) immediately above) when required to be so delivered under the terms of this Indenture or any of the other Transaction Documents and a continuation of such failure under this clause (iii) for a period of one (1) Business Day after there shall have been given to the Issuer by the Indenture Trustee, or to the Issuer and the Indenture Trustee by any Noteholder, a written notice specifying such failure and requiring it to be remedied; or

c.other than as otherwise set forth in this Section 4.01, any failure on the part of the Issuer, the Depositor, the Seller, the Administrator or the Servicer duly to observe or perform any covenants or agreements of it in any of the Transaction Documents in any material respect and such failure continues for a period of thirty (30) days after the earlier of (i) the date on which such party receives written or electronic notice of such failure to observe or perform from the Indenture Trustee or any Noteholder and (ii) the date on which an officer of such party has actual knowledge of such failure to observe or perform; or

d.the entry of a decree or order for relief by a court or agency or supervisory authority having jurisdiction in respect of the Issuer, the Depositor, the Servicer or the Seller for the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings for the Issuer, the Depositor or the Seller or of any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer, the Depositor or the Seller and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

e.the Issuer, the Depositor, the Servicer or the Seller shall voluntarily commence liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Depositor or the Seller or of or relating to all or substantially all of its property; or the Issuer, the Depositor or the Seller shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make a general assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or

f.the Issuer or the Trust Estate shall have become subject to registration as an “investment company” within the meaning of the 1940 Act; or

g.(i) the Issuer shall fail to own the Trust Estate free and clear of liens other than Permitted Liens or the Indenture Trustee shall fail to have a first priority perfected security interest in the Trust Estate; or (ii) Nationstar has taken any action to impair the lien or rights of the Indenture Trustee or to cause the Issuer's funding of the Receivables to be characterized as a financing rather than a true sale for purposes of bankruptcy or similar laws; or

h.the Depositor sells, transfers, pledges or otherwise disposes of any of the Trust Certificates, whether voluntarily or by operation of law, foreclosure or other enforcement by a Person of its remedies against the Depositor, except pursuant to a merger, consolidation or a sale of all or substantially all of the assets of Nationstar in a transaction otherwise not prohibited by the Transaction Documents; or

i.the Servicer fails to deposit any collections in respect of the Mortgage Loans to the related Collection Account (except with respect to Advance Reimbursement Amounts deposited to the Reimbursement Account or Servicing Compensation that is not Legacy Deferred Servicing Fees, in each case as permitted by the terms of any related Servicing Contract), subject to any cure period as required by the terms of the related Servicing Contract; or

j.the Servicer issues disbursement instructions to a Securitization Trustee or otherwise withdraws funds from a Collection Account, except as expressly authorized by the provisions of the Servicing Contracts and the Transaction Documents; or

k.the Collateral Coverage Requirement is not satisfied as of the close of business on any date;

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provided, however, that if such failure results solely from Receivables no longer being Eligible Receivables due to a breach of a representation or warranty in the Receivables Purchase Agreement, such failure shall become an Event of Default only upon the Seller not having repurchased such Receivables in accordance with the terms and provisions of Section 6.02 of the Receivables Purchase Agreement;

l.any representation or warranty made by or on behalf of the Issuer, the Depositor, the Seller, the Servicer or by any officer of the foregoing under or in connection with any Transaction Document (other than any representation or warranty as to Receivables in the Receivables Purchase Agreement) or under or in connection with any report, certificate, or other document delivered to the Agent, the Indenture Trustee or the Noteholders pursuant to any Transaction Document shall have been incorrect or misleading in any material respect when made and the same remains unremedied for a period of thirty (30) days after the earlier to occur of (i) actual discovery by a Responsible Officer of the Issuer, Depositor, the Servicer, the Seller as applicable or (ii) the date on which written or electronic notice of such failure shall have been given by the Indenture Trustee or any Noteholder; or

m.(i) any material provision of any Transaction Document shall at any time for any reason (other than pursuant to the express terms thereof) cease to be valid and binding on or enforceable against the Issuer, the Depositor, the Seller, the Servicer or any of their respective Affiliates intended to be a party thereto, (ii) the validity or enforceability of any Transaction Document shall be contested by the Issuer, the Depositor, the Seller, the Servicer or any of their respective Affiliates, (iii) a proceeding shall be commenced by the Issuer, the Depositor, the Seller, the Servicer or any of their respective Affiliates or any Governmental Authority having jurisdiction over the Issuer, the Depositor, the Seller, the Servicer or any of their respective Affiliates, seeking to establish the invalidity or unenforceability of any Transaction Document, or (iv) the Issuer, the Depositor, the Seller, the Servicer or any of their respective Affiliates shall deny in writing that it has any liability or obligation purported to be created under any Transaction Document; or

n.the Servicer, the Seller, the Depositor, the Issuer or any of their respective Subsidiaries shall default under, or fail to perform as required under, or shall otherwise materially breach the terms of any instrument, agreement or contract between the Servicer, the Seller, the Depositor, the Issuer or any of their respective Subsidiaries on the one hand and the Agent or any of its Subsidiaries on the other hand; or the Servicer, the Seller, the Depositor, the Issuer or any of their respective Subsidiaries shall fail to make any payment in excess of $250,000 (whether of principal or interest or otherwise), or otherwise default under, or fail to perform as requested under, or materially breach the terms of any purchase agreement, repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds in an aggregate principal amount exceeding $10,000,000 entered into by the Servicer, the Seller, the Depositor, the Issuer or any of their respective Subsidiaries on the one hand and any third party on the other hand, which default or failure involves the failure to pay a matured obligation or entitles any party to require acceleration or prepayment of any indebtedness thereunder; or

o.the occurrence of any event that has a material adverse effect on (a) the property, business, operations or financial condition of the Seller, the Depositor or the Issuer, (b) the ability of the Seller, the Depositor or the Issuer to perform its obligations under any of the Transaction Documents to which it is a party, (c) the validity or enforceability of any of the Transaction Documents, (d) the rights and remedies of the Agent or the Noteholders under any of the Transaction Documents, (e) the timely payment of amounts payable under the Transaction Documents or (f) the Receivables, in each case as determined by the Agent in its reasonable discretion; or

p.any failure to comply with any of the Servicing Standards, which is not cured within two (2) Business Days with respect to items (i), (ii), (iii), (vii), (viii), (ix), (x), (xi) and (xii) of Section 9.04 of the Receivables Purchase Agreement or thirty (30) days with respect to items (iv), (v) or (vi) thereunder after Nationstar is notified by the Indenture Trustee or any Noteholder of, or a Responsible Officer of Nationstar has actual knowledge of, such occurrence; or

q.if Term Notes are issued in accordance with the provision of Section 8.05, the Administrator, as the Issuer's agent, shall fail to use commercially reasonable efforts, in the reasonable determination of the

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Agent, to refinance the Notes within the 30 days prior to and including the Anticipated Repayment Date or at any time after the termination of the Funding Period and such default shall continue for a period of fifteen (15) days; or

r.(i) any failure by any Hedge Provider to make any payment required to be made by it under the applicable Hedge Agreement or (ii) any Hedge Provider is terminated under the related Hedge Agreement and, with respect to clauses (i) and (ii) above, the Issuer shall have failed to replace such Hedge Provider with a replacement Hedge Provider acceptable to the Majority Noteholders within ten (10) Business Days after the date of such failure; or

s.the Servicer or the Administrator fails to deliver any Funding Date Report, Monthly Servicer Report or Payment Date Report required to be delivered hereunder, the Servicer or Administrator, as applicable, has received notice of such failure from the Agent, the Indenture Trustee, any Note Purchasers or any Noteholder and such failure is not remedied within two (2) Business Days; or

t.any person shall be appointed as Independent Manager of the Depositor without the written acknowledgement by the Agent that such person conforms, to the reasonable satisfaction of the Agent, to the criteria set forth in the definition of Independent Manager; or

u.(i) on any date of determination, the Rolling Three Month Reimbursement Percentage is less than 5%; or (ii) on any date of determination on or after June 15, 2013, the Note Principal Balance exceeds $500,000,000.

Section 4.02. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default under any of Sections 4.01(a) through (c) or Sections 4.01(f) through (s) and Section 4.01(u) should occur and be continuing, then and in every such case the Indenture Trustee shall, at the direction of the Agent, acting with the consent of the Controlling Class Required Noteholders, declare all of the Notes to be immediately due and payable in full, by a notice in writing to the Issuer and any Swap Provider, and upon any such declaration the unpaid Note Principal Balance of such Notes, together with all accrued but unpaid interest thereon through the date of acceleration, shall become immediately due and payable in full. If an Event of Default specified in Section 4.01(d), (e) or (t) occurs, the unpaid Note Principal Balance of the Notes, together with all accrued interest thereon through the date of acceleration, shall automatically become due and payable in full without any declaration or other act on the part of the Agent, the Indenture Trustee or any Noteholder.

At any time after such declaration of acceleration has been made and before a judgment or decree for payment of the money due in respect of the Notes has been obtained by the Indenture Trustee as hereinafter provided in this Section 4.02, the Agent, acting with the consent of the Required Noteholders, by written notice to the Issuer, to the Indenture Trustee and to any Swap Provider and to the Indenture Trustee, may rescind and annul such declaration and its consequences if:

a.the Issuer has paid or deposited with the Indenture Trustee to the Note Payment Account a sum sufficient to pay:

i.all payments of principal of and accrued but unpaid interest on the Notes through the date of such declaration and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving rise to such acceleration had not occurred; and

ii.all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and counsel, in each case incurred in connection with such Event of Default; and

iii.any and all amounts then due and payable to the Hedge Providers; and

b.all Events of Default, other than the nonpayment of the principal of the Notes that has become

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due solely by virtue of such acceleration, have been cured or waived as provided in Section 4.12.

No such rescission and annulment shall affect any subsequent default or impair any right consequent thereto.

Section 4.03. Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.

a.If the Issuer fails to pay all amounts due upon an acceleration of the Notes under Section 4.02 forthwith upon demand and such declaration and its consequences shall not have been rescinded and annulled, the Indenture Trustee, in its capacity as Indenture Trustee and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Issuer or any other obligor upon such Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the Trust Estate, wherever situated, or may institute and prosecute such non-judicial proceedings in lieu of judicial proceedings as are then permitted by applicable law.

b.If an Event of Default occurs and is continuing, the Indenture Trustee may, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.

c.In case (x) there shall be pending, relative to the Issuer or any Person having or claiming an ownership interest in the Trust Estate, proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, (y) a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or shall have taken possession of the Issuer or its property or such Person or (z) there shall be pending a comparable judicial proceeding brought by creditors of the Issuer or affecting the property of the Issuer, the Indenture Trustee, irrespective of whether the principal of or interest on any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 4.03, shall be entitled and empowered, by intervention in such proceedings or otherwise:

i.to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective attorneys, and for reimbursement of all reasonable expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of willful misconduct, negligence or bad faith of the Indenture Trustee) and of the Noteholders allowed in such proceedings;

ii.unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders in any election of a trustee, a standby trustee or Person performing similar functions in any such proceedings;

iii.to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their and its behalf; and

iv.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 Indenture Trustee or the Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture

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Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective attorneys, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of willful misconduct, negligence or bad faith of the Indenture Trustee or predecessor Indenture Trustee.

d.Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any related Noteholder or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

e.In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholder a party to any such proceedings.

f.In the event that the Indenture Trustee, following an Event of Default hereunder institutes proceedings to foreclose on the Trust Estate, the Indenture Trustee shall promptly give a notice to that effect to each Noteholder and each Hedge Provider.

g.All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its counsel, be for the ratable benefit of the Noteholders in respect of which such judgment has been recovered, subject to the payment priorities of Section 2.10.

Section 4.04. Remedies.

If an Event of Default has occurred and is continuing, and the Notes have been declared due and payable pursuant to Section 4.02 hereof and such declaration and its consequences have not been rescinded and annulled, upon five (5) days' prior notice to each other Secured Party, the Indenture Trustee may do one or more of the following:

a.institute, or cause to be instituted, Proceedings for the collection of all amounts then payable on or under this Indenture with respect to the Notes, whether by declaration of acceleration or otherwise, enforce any judgment obtained, and collect from the Trust Estate moneys adjudged due;

b.sell, or cause to be sold, the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by applicable law; provided, however, that the Indenture Trustee shall give the Issuer written notice of any private sale called by or on behalf of the Indenture Trustee pursuant to this Section 4.04(b) at least ten (10) days prior to the date fixed for such private sale;

c.institute, or cause to be instituted, Proceedings from time to time for the complete or partial foreclosure with respect to the Trust Estate;

d.exercise, or cause to be exercised, any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee or the Holders of the Notes hereunder; and

e.maintain possession of the Trust Estate and, in its own name or in the name of the Issuer or otherwise, collect and otherwise receive in accordance with this Indenture any money or property at any time payable or receivable on account of or in exchange for any of the Collateral; provided, however, that the Indenture Trustee shall not, unless required by law, sell or otherwise liquidate all or any portion of the Trust Estate following any Event of Default except in accordance with Section 4.15.

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Section 4.05. Application of Money Collected.

Any money collected by the Indenture Trustee pursuant to this Article IV shall be deposited in the Note Payment Account and, on each Payment Date, shall be applied in accordance with Section 2.10 hereof and, in case of the distribution of such money on account of the principal of or interest on the Notes, upon presentation and surrender of the Notes if fully paid.

Section 4.06 Limitation on Suits.

Except as provided in Section 4.07, no Noteholder shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(1)such Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default;

(2) the Controlling Class Majority Noteholders shall have made written request to the Indenture Trustee to institute proceedings in respect of such Event of Default in its own name as Indenture Trustee hereunder;

(3)such Noteholder or Noteholders have offered to the Indenture Trustee adequate indemnity or security satisfactory to the Indenture Trustee against the costs, expenses and liabilities to be incurred in compliance with such request;

(4)the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity or security has failed to institute any such proceeding;

(5)no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Controlling Class Majority Noteholders; and

(6)an Event of Default shall have occurred and be continuing; it being understood and intended that no one or more of such Noteholders shall have any right in any manner whatever by virtue of, or by availing itself or themselves of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Noteholders, or to obtain or to seek to obtain priority or preference over any other of such Noteholders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Noteholders. Subject to the foregoing restrictions, the Noteholders may exercise their rights under this Section 4.06 independently.

Section 4.07. Unconditional Right of Noteholders to Receive Principal and Interest.

Notwithstanding any other provision in this Indenture, following the Stated Maturity, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payments of interest, principal and other amounts then due on such Note (subject to Section 2.10) and to institute suit for the enforcement of any such payment (subject to Section 4.06), and such rights shall not be impaired without the consent of such Noteholder, unless a non-payment has been cured pursuant to Section 4.02. The Issuer shall, however, be subject to only one consolidated lawsuit by the Noteholders, or by the Indenture Trustee on behalf of the Noteholders, for any one cause of action arising under this Indenture or otherwise.

Section 4.08. Restoration of Rights and Remedies.

If the Indenture Trustee or any Noteholder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued, waived, rescinded or abandoned for any reason, or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in every such case, subject to any determination in such proceeding, the Issuer, the Indenture Trustee and the

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Noteholders shall be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such proceeding had been instituted.

Section 4.09. Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.06, no right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders 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.

Section 4.10. Delay or Omission Not Waiver.

No delay or omission of the Indenture Trustee, or any Noteholder 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 Indenture or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, to the extent permitted by applicable law, by the Indenture Trustee or the Noteholders, as the case may be.

Section 4.11 Control by Noteholders.

The Majority Noteholders shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee; provided, that such direction shall not be in conflict with any rule of law or with this Indenture or involve the Indenture Trustee in personal liability; provided, further, that the Indenture Trustee may take any other action deemed proper by the Indenture Trustee which is not inconsistent with such direction. Notwithstanding the foregoing, the Noteholders will not be required to provide, and the Indenture Trustee will not be required to obtain, a Tax Opinion in the case of a direction by the Noteholders to the Indenture Trustee, following an Event of Default, to realize upon the Trust Estate by liquidating the Collateral or otherwise.

Section 4.12. Waiver of Past Defaults.

Prior to acceleration or the Stated Maturity of the Notes, the Controlling Class Required Noteholders may, on behalf of the Noteholders of all the Notes, waive any past default hereunder and its consequences, except a default:

(1)in the payment of principal of or interest on any Note, which waiver shall require the waiver by Noteholders holding 100% in aggregate Note Principal Balance of the Outstanding Notes affected;

(2)in respect of a covenant or provision hereof which under Article VIII cannot be modified or amended without the consent of the Holder of each Outstanding Note affected, which waiver shall require the waiver by each Holder of an Outstanding Note affected;

(3)depriving the Indenture Trustee or any Noteholder of a lien or the benefit of a lien, as the case may be, upon any part of the Trust Estate, which waiver shall require the consent of the Indenture Trustee or such Noteholder, as the case may be; or

(4)depriving the Indenture Trustee of any fee, reimbursement for any expense incurred, or any indemnification to which the Indenture Trustee is entitled, which waiver shall require the consent of the

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Indenture Trustee.

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 extend to any subsequent or other default or impair any right consequent thereon; provided, that no such waiver shall restore any Hedge Agreement which has terminated pursuant to its terms. Any costs or expenses incurred by the Indenture Trustee in connection with such acceleration and prior to such waiver shall be reimbursable to the Indenture Trustee in accordance with Section 2.10(c).

Section 4.13. Undertaking for Costs.

All parties to this Indenture agree, and each Noteholder by its acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees and expenses based on time expended, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Issuer, or to any suit instituted by the Indenture Trustee, or to any suit instituted by any Noteholder, or group of Noteholders, holding in the aggregate at least 25% in aggregate Note Principal Balance of Outstanding Notes or to any suit instituted by any Noteholder for the enforcement of the payment of the principal of or interest on any Note on or after the Stated Maturity of such Note.

Section 4.14.

Waiver of Stay or Extension Laws.

The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim to take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of such law and covenants that it will not hinder, delay or impede the exercise of any power herein granted to the Indenture Trustee and any Swap Provider, but will suffer and permit the exercise of every such power as though no such law had been enacted.

Section 4.15.

Sale of Trust Estate.

a.The power to effect any public or private sale of any portion of the Trust Estate pursuant to Section 4.04 hereof shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until either the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid. The Indenture Trustee may from time to time postpone any sale by public announcement made at the time and place of such sale. The Indenture Trustee hereby expressly waives its right to any amount fixed by law as compensation for any such sale but such waiver does not apply to any amounts to which the Indenture Trustee is otherwise entitled under Section 5.04 of this Indenture.

b.The Indenture Trustee shall not sell the Trust Estate, or any portion thereof, unless:

i.the Agent, with the consent and on behalf of 100% in aggregate Note Principal Balance of the Outstanding Notes consents to, or directs the Indenture Trustee to make, such sale; or

ii.the proceeds of such sale would be not less than the entire amount which would be payable to the Holders of the Notes, in full payment thereof, and all amounts payable including termination payments, to all Hedge Providers in accordance with Section 4.05, on any date following the date of such sale, together with all other amounts due under this Indenture.

The foregoing provisions of this Section 4.15 shall not preclude or limit the ability of the

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Indenture Trustee to purchase all or any portion of the Trust Estate at any sale, public or private, and the purchase by the Indenture Trustee of all or any portion of the Trust Estate at any sale shall not be deemed a sale or disposition thereof for purposes of this Section 4.15(b).

c.Unless the Holders of all Outstanding Notes have otherwise consented or directed the Indenture Trustee, at any sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than the amount described in paragraph (ii) of subsection (b) of this Section 4.15 has not been established by the Indenture Trustee and no Person bids an amount equal to or greater than such amount, the Indenture Trustee shall in accordance with paragraph (ii) of subsection (d) of this Section 4.15 bid an amount at least $1.00 more than the highest other bid in order to preserve the Trust Estate.

d.In connection with a sale of all or any portion of the Trust Estate:

i.any Holder or Holders of Notes may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain and possess and dispose of such property, without further accountability, and may, in paying the purchase money therefor, deliver any Outstanding Notes or claims for interest thereon in lieu of cash up to the amount which shall, upon distribution of the net proceeds of such sale, be payable thereon, and such Notes, in case the amounts so payable thereon shall be less than the amount due thereon in accordance with Section 2.10(c), shall be returned to the Holders thereof after being appropriately stamped to show such partial payment;

ii.the Indenture Trustee may bid for and acquire the property offered for sale in connection with any sale thereof, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross sale price against the sum of (A) the amount which would be distributable to the Holders of the Notes as a result of such sale in accordance with Section 4.05 on the Payment Date next succeeding the date of such sale and (B) the expenses of the sale and of any Proceedings in connection therewith which are reimbursable to it, without being required to produce the Notes in order to complete any such sale or in order for the net sale price to be credited against such Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with the provisions of this Indenture;

iii.the Indenture Trustee shall execute and deliver, without recourse, an appropriate instrument of conveyance transferring its interest in any portion of the Trust Estate in connection with a sale thereof;

iv.the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer's interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale; and

v.no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys.

Section 4.16. Action on Notes.

The Indenture Trustee's right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate.

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ARTICLE V

THE INDENTURE TRUSTEE

Section 5.01. Certain Duties and Responsibilities.

The Issuer hereby irrevocably constitutes and appoints the Indenture Trustee and any Responsible Officer thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in place and stead of the Issuer and in the name of the Issuer or in its own name or in the name of a nominee, from time to time in the Indenture Trustee's discretion, for the purpose of enforcing the rights, powers and remedies of the Issuer under the Receivables Purchase Agreement and to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Indenture and the Receivables Purchase Agreement, all as set forth in this Indenture.

a.The rights, duties and liabilities of the Indenture Trustee in respect of this Indenture shall be as follows:

i.The Indenture Trustee shall have the full power and authority to do all things not inconsistent with the provisions of this Indenture that it may deem advisable in order to enforce the provisions hereof or to take any action with respect to a default or an Event of Default hereunder, or to institute, appear in or defend any suit or other proceeding with respect hereto, or to protect the interests of the Noteholders. The Indenture Trustee shall not be answerable or accountable except for its own bad faith, willful misconduct or negligence. The Issuer shall prepare and file or cause to be filed, at the Issuer's expense, a UCC Financing Statement, describing the Issuer as debtor, the Indenture Trustee as secured party and the Trust Estate as the collateral, in all appropriate locations promptly following the initial issuance of the Notes, and the Issuer shall prepare and file at each such office, continuation statements with respect thereto, in each case within six months prior to each fifth anniversary of the original filing. The Issuer is hereby authorized and obligated to make, at the expense of the Issuer, all required filings and refilings of which the Issuer becomes aware, necessary to preserve the liens created by this Indenture to the extent not done by the Issuer as provided herein. The Indenture Trustee shall not be required to take any action to exercise or enforce the trusts hereby created which, in the opinion of the Indenture Trustee, shall be likely to involve expense or liability to the Indenture Trustee, unless the Indenture Trustee shall have received an agreement satisfactory to it in its sole reasonable discretion to indemnify it against such liability and expense. Except as otherwise expressly provided herein, the Indenture Trustee shall not be required to ascertain or inquire as to the performance or observance of any of the covenants or agreements contained herein, or in the Receivables Purchase Agreement or in any other instruments to be performed or observed by the Issuer or any party to the Receivables Purchase Agreement.

ii.Subject to the other provisions of this Article V, the Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders, or other instruments furnished to the Indenture Trustee that are specifically required to be furnished pursuant to any provisions of this Indenture, shall examine them to determine whether they are on their face in the form required by this Indenture to the extent expressly set forth herein. If any such instrument is found on its face not to conform to the requirements of this Indenture in a material manner, the Indenture Trustee shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Indenture Trustee's reasonable satisfaction, the Indenture Trustee will provide notice thereof to the Noteholders. The Indenture Trustee shall not incur any liability in acting upon any signature, notice, request, consent, certificate, opinion, or other instrument reasonably believed by it to be genuine. In administering the trusts hereunder, the Indenture Trustee may execute any of the trusts or powers hereunder directly or through its attorneys or custodians and the Indenture Trustee shall not be responsible for any negligence on the part of any custodian or

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attorney appointed by the Indenture Trustee with due care. The Indenture Trustee may, subject to Section 5.04, consult with counsel, accountants and other professionals to be selected and employed by it, and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice of any such Person nor for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts.

iii.The Indenture Trustee shall not have any duty to make, arrange or ensure the completion of any recording, filing or registration of any instrument or other document (including any UCC Financing Statements), or any amendments or supplements to any of said instruments or to determine if any such instrument or other document is in a form suitable for recording, filing or registration, and the Indenture Trustee shall not have any duty to make, arrange or ensure the completion of the payment of any fees, charges or taxes in connection therewith.

iv.Whenever in performing its duties hereunder, the Indenture Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee may, in the absence of bad faith on the part of the Indenture Trustee, rely upon (unless other evidence in respect thereof be specifically prescribed herein) an Officer's Certificate of the Issuer, and such Officer's Certificate shall be full warrant to the Indenture Trustee for any action taken, suffered or omitted by it on the faith thereof.

v.The Indenture Trustee shall not have any obligations to see to the payment or discharge of any liens (other than the liens hereof) upon the Receivables, or to see to the application of any payment of the principal of or interest on any note secured thereby or to the delivery or transfer to any Person of any property released from any such lien, or to give notice to or make demand upon any mortgagor, mortgagee, trustor, beneficiary or other Person for the delivery or transfer of any such property. The Indenture Trustee (and any successor trustee or co-trustee in its individual capacity) nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens or encumbrances on the Receivables arising as a result of the Indenture Trustee (or such successor trustee or co-trustee, as the case may be) acting improperly in its capacity as Indenture Trustee (or such successor trustee or co-trustee, as the case may be).

vi.The Indenture Trustee shall not be concerned with or accountable to any Person for the use or application of any deposited moneys or of any property or securities or the proceeds thereof that shall be released or withdrawn in accordance with the provisions hereof or of any property or securities or the proceeds thereof that shall be released from the lien hereof or thereof in accordance with the provisions hereof or thereof and the Indenture Trustee shall not have any liability for the acts of other parties that are not in accordance with the provisions hereof.

b.The rights, duties and liabilities of the Indenture Trustee in respect of the Receivables and this Indenture, in addition to those set forth in Section 5.01(a), shall be as follows:

i.except during the continuance of an Event of Default with respect to the Notes, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and

ii.the Indenture Trustee may, in the absence of bad faith on its part, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Indenture, to the extent expressly set forth herein.

c.Subject to Section 4.12 hereof, in case an Event of Default actually known to a Responsible Officer of the Indenture Trustee with respect to the Notes has occurred and is continuing, the Indenture

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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 their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.

d.No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

i.this subsection shall not be construed to limit the effect of subsections (a), (b) or (c) of this Section; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts;

ii.the Indenture Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the directions of the Majority Noteholders, relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture with respect to the Notes; and

iii.the Indenture Trustee shall not be required to take notice or deemed to have notice of, or charged with knowledge of a default, an Event of Default or an Early Amortization Event unless either (i) a Responsible Officer of the Indenture Trustee shall have actual knowledge of such default, Event of Default or Early Amortization Event or (ii) written notice of such default shall have been given by the Issuer or by any Noteholder to and received by a Responsible Officer of the Indenture Trustee and in the absence of such notice or actual knowledge, the Indenture Trustee may conclusively assume that there is no default, Event of Default or Early Amortization Event.

Section 5.02. Notice of Defaults.

a.The Indenture Trustee, promptly but not later than two (2) Business Days after a Responsible Officer of the Indenture Trustee acquires actual knowledge of the occurrence of any Event of Default or any event which, after notice or lapse of time would become an Event of Default with respect to the Notes, shall notify the Issuer, the Noteholders, any Swap Provider and the Agent of any such event, unless all such events known to the Indenture Trustee shall have been cured before the giving of such notice or unless the same is rescinded and annulled, or waived by the Noteholders pursuant to Section 4.02 or Section 4.12. For the purpose of this Section 5.02, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to the Notes.

b.The Indenture Trustee also agrees, promptly but no later than two (2) Business Days after a Responsible Officer of the Indenture Trustee acquires actual knowledge of the occurrence of any default or event of default under the Receivables Purchase Agreement, to notify the Issuer, the Noteholders and the Agent of such default or event of default.

Section 5.03. Certain Rights of Indenture Trustee.

Subject to the provisions of Section 5.01, in connection with this Indenture:

a.the Indenture Trustee may request and rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties as may be required by such party or parties pursuant to the terms of this Indenture;

b.any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order;

c.whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part,

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rely upon an Officer's Certificate;

d.the Indenture Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel rendered thereby shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

e.the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction;

f.the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note, debenture, note, coupon, other evidence of indebtedness or other paper or document, unless requested in writing to do so by the Controlling Class Majority Noteholders; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it, in the opinion of the Indenture Trustee, is not assured to it by the security afforded to it under this Indenture, then it may request indemnity reasonably satisfactory to it before making such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney;

g.the Indenture Trustee may, subject to Section 5.04, execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys of the Indenture Trustee; provided, that the Indenture Trustee shall not be responsible for any negligence on the part of any such attorneys or agents appointed by the Indenture Trustee with due care;

h.the Indenture Trustee shall not be required to provide any surety, bond or note of any kind in connection with the execution or performance of its duties hereunder;

i.except with respect to the representations made by it in Section 5.06 (and the certificate of authenticity on the Notes), the Indenture Trustee shall not make any representations as to the validity or sufficiency of this Indenture or the Notes;

j.the Indenture Trustee shall not at any time have any responsibility or liability with respect to the legality, validity or enforceability of the Receivables other than its failure to act in accordance with the terms of this Indenture;

k.the Indenture Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory to the Indenture Trustee against the costs, expenses and liabilities which may be incurred therein or thereby;

l.anything in this Indenture to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action;

m.the right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act;

n.the Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes with the same rights it would have if it were not Indenture Trustee, and may otherwise deal with the parties hereto; and

o.the Calculation Agent, the Posted Collateral Custodian, the Securities Intermediary, the Note Registrar and the Authenticating Agent shall be entitled to all of the rights benefits, immunities, indemnities and protections of the Indenture Trustee set forth in this Article V.

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None of the provisions contained in this Indenture shall in any event require the Indenture Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

Section 5.04. Compensation and Reimbursement.

a.Subject to Section 5.04(b), the Issuer hereby agrees:

(1) to pay or cause to be paid to Wells Fargo Bank, N.A. in its capacities as Indenture Trustee, Calculation Agent, Posted Collateral Custodian, Certificate Registrar, Securities Intermediary, Authenticating Agent and Note Registrar, on a monthly basis, the Indenture Trustee Fee and the Calculation Agent Fee as compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and all reasonable expenses (including the reasonable expenses of its counsel), disbursements and advances incurred or made by the Indenture Trustee in connection with this Indenture, the Receivables or the Notes; provided, that the Issuer shall have no obligation to pay the Indenture Trustee's overhead or other internal costs or expenses;

(2) to reimburse, indemnify and hold harmless Wells Fargo Bank, N.A. in its capacities as Indenture Trustee, Calculation Agent, Posted Collateral Custodian, Certificate Registrar, Securities Intermediary, Authenticating Agent and Note Registrar and any director, officer, employee, agent, Affiliate or Control Person of Wells Fargo Bank, N.A. in its capacities as Indenture Trustee, Calculation Agent, Posted Collateral Custodian, Certificate Registrar, Securities Intermediary, Authenticating Agent and Note Registrar for any loss, liability, expense or disbursements (including without limitation costs and expenses of litigation, and of investigation, reasonable counsel fees, damages, judgments and amounts paid in settlement) incurred in connection with the acceptance of performance of the trusts and duties by Wells Fargo Bank, N.A. in its capacities as Indenture Trustee, Calculation Agent, Posted Collateral Custodian, Securities Intermediary, Authenticating Agent, Note Registrar and Certificate Registrar with respect to any Transaction Documents (other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties, or as may arise from a breach of any representation or warranty of the Indenture Trustee set forth herein).

With respect to any third party claim:

i.the Indenture Trustee shall give the Issuer, the Noteholders and the Agent written notice thereof promptly after the Indenture Trustee shall have knowledge thereof;

ii.while maintaining control over its own defense, the Indenture Trustee shall cooperate and consult fully with the Issuer in preparing such defense; and

iii.notwithstanding the foregoing provisions of this Section 5.04(a), the Indenture Trustee shall not be entitled to reimbursement out of the Note Payment Account for settlement of any such claim by the Indenture Trustee entered into without the prior consent of the Issuer, which consent shall not be unreasonably withheld or delayed.

The Indenture Trustee agrees to fully perform its duties under this Indenture notwithstanding any failure on the part of the Issuer to make any payments, reimbursements or indemnifications to the Indenture Trustee pursuant to this Section 5.04(a); provided, however, that (subject to Section 5.04(b)) nothing in this Section 5.04 shall be construed to limit the exercise by the Indenture Trustee of any right or remedy permitted under this Indenture in the event of the Issuer's failure to pay any sums due the Indenture Trustee pursuant to this Section 5.04.

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b.The obligations of the Issuer set forth in Section 5.04(a) are nonrecourse obligations solely of the Issuer and will be payable only from the Trust Estate in accordance with Section 2.10(c). The Indenture Trustee hereby agrees that it has no rights or claims against the Issuer directly and shall only look to the Trust Estate to satisfy the Issuer's obligations under Section 5.04(a). The Indenture Trustee also hereby agrees not to file or join in filing any petition in bankruptcy or commence any similar proceeding in respect of the Issuer.

c.The obligations of the Issuer under this Section 5.04 shall survive the termination of this Indenture, the payment of the Notes and the resignation or removal of the Indenture Trustee.

Section 5.05. Corporate Indenture Trustee Required; Eligibility.

The Issuer hereby agrees, for the benefit of the Noteholders, that there shall at all times be an Indenture Trustee hereunder which (i) is Wells Fargo Bank, N.A., or (ii) is Deutsche Bank National Trust Company, or (iii) shall be a bank (within the meaning of Section 2(a)(5) of the 1940 Act) organized and doing business under the laws of the United States or any state thereof, authorized under such laws to exercise corporate trust powers, having aggregate capital, surplus and undivided profits of at least $100,000,000, and subject to supervision or examination by federal or state authority, the long term debt of which is rated not lower than “A” by the Rating Agency. If such bank publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital, surplus and undivided profits of such bank shall be deemed to be its combined capital, surplus and undivided profits as set forth in its most recent report of condition so published. The Indenture Trustee shall at all times meet the requirements of Section 26(a)(1) of the 1940 Act and shall in no event be an Affiliate of the Issuer or an Affiliate of any Person involved in the organization or operation of the Issuer or be directly or indirectly controlled by the Issuer. If at any time a Responsible Officer of the Indenture Trustee becomes aware that the Indenture Trustee has ceased to be eligible in accordance with the provisions of this Section 5.05, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

Section 5.06. Authorization of Indenture Trustee.

The Indenture Trustee represents and warrants as to itself: that it is duly authorized under applicable federal law and the law of the state of its organization, its charter and its by-laws to execute and deliver this Indenture, and to perform its obligations hereunder, including, without limitation, that it is duly authorized to accept the Grant to it for the benefit of the Noteholders of the Trust Estate and is authorized to authenticate the Notes, and that all corporate action necessary or required therefor has been duly and effectively taken or obtained and all federal and state governmental consents and approvals required with respect thereto have been obtained.

Section 5.07. Merger, Conversion, Consolidation or Succession to Business.

Any corporation, bank, trust company or association into which the Indenture Trustee may be merged or converted or with which it may be consolidated, or any corporation, bank, trust company or association resulting from any merger, conversion or consolidation to which the Indenture Trustee shall be a party, or any corporation, bank, trust company or association succeeding to all or substantially all the corporate trust business of the Indenture Trustee, shall be the successor of the Indenture Trustee hereunder; provided, that such corporation, bank, trust company or association shall be otherwise qualified and eligible under this Article V, without the execution or filing of any paper or any further act on the part of any of the parties hereto.

Section 5.08. Resignation and Removal; Appointment of Successor.

a.No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article V shall become effective until (i) the acceptance of appointment

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by the successor Indenture Trustee in accordance with the applicable requirements of Section 5.09 and (ii) repayment to the predecessor Indenture Trustee of all unpaid fees and expenses.

b.The Indenture Trustee may resign at any time by giving written notice thereof to the Issuer, any Hedge Provider and the Agent. If the respective instruments of acceptance by a successor Indenture Trustee required by Section 5.09 shall not have been delivered to each such party within 30 days after the giving of such notice of resignation, the resigning Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

c.The Indenture Trustee may be removed at any time by the Majority Noteholders and notice of such action by the Noteholders shall be delivered to the Indenture Trustee and the Issuer.

d.If at any time:

i.the Indenture Trustee shall cease to be eligible under Section 5.05, or the representations of the Indenture Trustee in Section 5.06 shall prove to be untrue in any material respect, and the Indenture Trustee shall fail to resign after written request therefor by the Issuer or Noteholders of 10% or more of the aggregate Note Principal Balance of the Outstanding Notes; or

ii.the Indenture Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Indenture Trustee or of its property shall be appointed or any public officer shall take charge or control of the Indenture Trustee or its property or affairs for the purpose of rehabilitation, conservation or liquidation;

then, in any such case, (i) the Issuer may remove the Indenture Trustee, or (ii) subject to Section 4.13, any Noteholder may, on its own behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.

e.If the Indenture Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Indenture Trustee for any cause, the Issuer shall promptly remove the Indenture Trustee and appoint a successor Indenture Trustee, subject to the Agent's consent, who shall comply with the applicable requirements of Section 5.09. If, within 60 days after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Indenture Trustee shall not have been appointed by the Issuer and shall not have accepted such appointment in accordance with the applicable requirements of Section 5.09, then a successor Indenture Trustee shall be appointed by the Majority Noteholders by notice delivered to the Issuer and the retiring Indenture Trustee, and the successor Indenture Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 5.09, become the successor Indenture Trustee with respect to the Notes.

If, within 120 days after such resignation, removal or incapacity, or the occurrence of such vacancy, no successor Indenture Trustee shall have been so appointed and accepted appointment in the manner required by Section 5.09, the resigning Indenture Trustee may, on its own behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

f.The Issuer shall give notice of any resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee by giving notice of such event to the Noteholders. Each notice shall include the name of the successor Indenture Trustee and the address of its Corporate Trust Office.

Section 5.09. Acceptance of Appointment by Successor.

In case of the appointment hereunder of a successor Indenture Trustee, the successor Indenture Trustee so appointed shall execute, acknowledge and deliver to the Issuer, any Hedge Provider, the Agent and the retiring Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Indenture Trustee shall become effective and such successor Indenture Trustee without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the

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retiring Indenture Trustee; but, on the request of the Issuer or the successor Indenture Trustee such retiring Indenture Trustee shall, upon payment of each of its fees and expenses, execute and deliver an instrument transferring to such successor Indenture Trustee all the rights, powers and trusts of the retiring Indenture Trustee shall duly assign, transfer and deliver to such successor Indenture Trustee all property and money held by such retiring Indenture Trustee hereunder, and shall take such action as may be requested by the Administrator on behalf of the Issuer to provide for the appropriate interest in the Trust Estate to be vested in such successor Indenture Trustee, but shall not be responsible for the recording of such documents and instruments as may be necessary to give effect to the foregoing.

Upon request of any such successor Indenture Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Indenture Trustee all such rights, powers and trusts referred to in this Section 5.09.

No successor Indenture Trustee shall accept its appointment unless at the time of such acceptance such successor Indenture Trustee shall be qualified and eligible under this Article V.

Section 5.10. Unclaimed Funds.

The Indenture Trustee is required to hold any payments received by it with respect to the Notes that are not paid to the Noteholders in trust for the Noteholders. Notwithstanding the foregoing, at the expiration of two (2) years following the Final Payment Date for the Notes, any moneys set aside in accordance with Section 2.10(b) for payment of principal, interest and other amounts on such Notes remain unclaimed by any lawful owner thereof, such unclaimed funds and, to the extent required by applicable law, any accrued interest thereon shall be remitted to the Issuer to be held in trust by the Issuer for the benefit of the applicable Noteholder until distributed in accordance with applicable law, and all liability of the Indenture Trustee with respect to such money shall thereupon cease; provided, that the Indenture Trustee, before being required to make any such repayment, may, at the expense of the applicable Noteholder, payable out of such unclaimed funds, to the extent permitted by applicable law, and otherwise at the expense of the Issuer, cause to be published at least once but not more than three times in two newspapers in the English language customarily published on each Business Day and of general circulation, in New York, New York, a notice to the effect that such moneys remain unclaimed and have not been applied for the purpose for which they were deposited, and that after a date specified therein, which shall be not less than 30 days after the date of first publication of said notice, any unclaimed balance of such moneys then remaining in the hands of the Indenture Trustee will be paid to the Issuer upon its written directions to be held in trust for the benefit of the applicable Noteholder until distributed in accordance with applicable law. Any successor to the Issuer through merger, consolidation or otherwise or any recipient of substantially all the assets of the Issuer in a liquidation of the Issuer shall remain liable for the amount of any unclaimed balance paid to the Issuer pursuant to this Section 5.10.

Section 5.11. Illegal Acts.

No provision of this Indenture or any amendment or supplement hereto shall be deemed to impose any duty or obligation on the Indenture Trustee to do any act in the performance of its duties hereunder or to exercise any right, power, duty or obligation conferred or imposed on it, which under any present or future law shall be unlawful, or which shall be beyond the corporate powers, authorization or qualification of the Indenture Trustee.

Section 5.12. Communications by the Indenture Trustee.

The Indenture Trustee shall send to the Issuer, within one (1) Business Day after the Maturity Date thereof, if any principal of or interest on such Notes due and payable hereunder is not paid, a written demand for payment thereof.

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Section 5.13. Separate Indenture Trustees and Co-Trustees.

a.Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting legal requirements applicable to it in the performance of its duties hereunder, the Indenture Trustee shall have the power to, and shall execute and deliver all instruments to, appoint one or more Persons to act as separate trustees (including, with the consent of the Agent, a Swap Enforcement Party) or co-trustees hereunder, jointly with the Indenture Trustee, of any of the Trust Estate subject to this Indenture, and any such Persons shall be such separate trustee or co-trustee, with such powers and duties consistent with this Indenture as shall be specified in the instrument appointing such Person but without thereby releasing the Indenture Trustee from any of its duties hereunder. For the avoidance of doubt, the Indenture Trustee has no duty under this Indenture to perform any obligations of the Swap Enforcement Party. If the Indenture Trustee obtains the consent of the Agent and the Issuer to the retention of any such separate trustee or co-trustee, the Indenture Trustee shall not be responsible for any fees or expenses of any such separate trustee or co-trustee. If the Indenture Trustee shall request the Issuer to do so, the Issuer shall join with the Indenture Trustee in the execution of such instrument, but the Indenture Trustee shall have the power to make such appointment without making such request. A separate trustee or co-trustee appointed pursuant to this Section 5.13 need not meet the eligibility requirements of Section 5.05.

b.Every separate trustee and co-trustee shall, to the extent not prohibited by law, be subject to the following terms and conditions:

i.the rights, powers, duties and obligations conferred or imposed upon such separate or co-trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate or co-trustee jointly, as shall be provided in the appointing instrument, except to the extent that under any law of any jurisdiction in which any particular act is to be performed any nonresident trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or co-trustee;

ii.all powers, duties, obligations and rights conferred upon the Indenture Trustee, in respect of the custody of all cash deposited hereunder shall be exercised solely by the Indenture Trustee; and

iii.the Indenture Trustee may at any time by written instrument accept the resignation of or remove any such separate trustee or co-trustee, and, upon the request of the Indenture Trustee, the Issuer shall join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to make effective such resignation or removal, but the Indenture Trustee shall have the power to accept such resignation or to make such removal without making such request. A successor to a separate trustee or co-trustee so resigning or removed may be appointed in the manner otherwise provided herein.

c.Such separate trustee or co-trustee, upon acceptance of such trust, shall be vested with the estates or property specified in such instrument, jointly with the Indenture Trustee, and the Indenture Trustee shall take such action as may be necessary to provide for (i) the appropriate interest in the Trust Estate to be vested in such separate trustee or co-trustee, (ii) the execution and delivery of any transfer documentation or note powers that may be necessary to give effect to transfer of the Receivables to the co-trustee. Any separate trustee or co-trustee may, at any time, by written instrument, constitute the Indenture Trustee its agent or attorney in fact with full power and authority, to the extent permitted by law, to do all acts and things and exercise all discretion authorized or permitted by it, for and on behalf of it and in its name. If any separate trustee or co-trustee shall be dissolved, become incapable of acting, resign, be removed or die, all the estates, property, rights, powers, trusts, duties and obligations of said separate trustee or co-trustee, so far as permitted by law, shall vest in and be exercised by the Indenture Trustee, without the appointment of a successor to said separate trustee or co-trustee, until the appointment of a successor to said separate trustee or co-trustee is necessary as provided in this Indenture.

d.Any notice, request or other writing, by or on behalf of any Noteholder, delivered to the

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Indenture Trustee shall be deemed to have been delivered to all separate trustees and co-trustees.

e.Although co-trustees may be jointly liable, no co-trustee or separate trustee shall be severally liable by reason of any act or omission of the Indenture Trustee or any other such trustee hereunder.

ARTICLE VI

REPORTS TO NOTEHOLDERS

Section 6.01. Reports to Noteholders and Others.

a.Based on information provided to the Indenture Trustee by the Servicer pursuant to the Servicing Contracts and the Transaction Documents, the Indenture Trustee shall prepare, or cause to be prepared, and deliver by first class mail or electronic means on each Payment Date, or as soon thereafter as is practicable, to the Issuer, any Interested Person, each Noteholder, Swap Provider and Certificateholder or any of their designees (the “Interested Parties”) a statement in respect of the payments made on such Payment Date setting forth the information set forth in Exhibit F hereto (the “Trustee Report”). On each Payment Date, the Indenture Trustee shall make the Trustee Report available each month to the Agent and Interested Parties via the Indenture Trustee's internet website. The Indenture Trustee's internet website shall initially be located at www.ctslink.com which may be accessed by Interested Parties with the use of an assigned password. The Indenture Trustee shall provide reasonable assistance in using the website to users that call the Indenture Trustee's customer service desk at (866) 846-4526. Parties that are unable to use the above distribution options are entitled to have a paper copy mailed to them via first class mail by calling the customer service desk and indicating the need for assistance. The Indenture Trustee shall have the right to change the way the Trustee Report is distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Indenture Trustee shall provide timely and adequate notification to all above parties regarding any such changes. As a condition to access to the Indenture Trustee's internet website, the Indenture Trustee may require registration and the acceptance of a disclaimer. The Indenture Trustee shall be entitled to rely on, but shall not be responsible for the content or accuracy of, any information provided to it by any other party in accordance with the Transaction Documents and may affix thereto any disclaimer it deems appropriate in its reasonable discretion.

b.Within a reasonable period of time after the end of each calendar year, upon request unless required pursuant to the Code (but in no event more than 60 days following the end of such calendar year), the Indenture Trustee shall prepare, or cause to be prepared, and mail to each Person who at any time during the calendar year was a Noteholder (i) a statement containing the aggregate amount of principal and interest payments on the Notes for such calendar year or applicable portion thereof during which such person was a Noteholder and (ii) such other customary information as the Indenture Trustee deems necessary or desirable for Noteholders to prepare their federal, state and local income tax returns. The obligations of the Indenture Trustee in the immediately preceding sentence shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Indenture Trustee pursuant to any requirements of the Code. The Indenture Trustee shall, to the extent required under the Code or Treasury Regulations or similar state laws, prepare or cause to be prepared, and provide and file any required IRS Forms 1099 or similar state tax forms relating to the Notes. As soon as practicable following the request of any Noteholder in writing, the Indenture Trustee shall furnish to such Noteholder such information regarding the Receivables as such holder may reasonably request.

c.The Agent hereby appoints Wells Fargo Bank, N.A. as Calculation Agent (the “Calculation Agent”) for the purpose of making calculations and verifications as provided in this Section 6.01(c). The Calculation Agent shall provide all services as set forth herein, applying a standard of care and diligence reasonably expected from a nationally reputable company performing the services contemplated of the Calculation Agent. The Calculation Agent may be removed by the Agent at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Agent, as described in the preceding sentence, the Agent will promptly appoint as a replacement Calculation Agent a leading bank or financial institution.

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No resignation or removal of the Calculation Agent shall be effective without a successor having been duly appointed. Wells Fargo Bank, N.A., as Calculation Agent under this Indenture, shall be entitled to the same rights, protections, expense reimbursements and indemnities afforded to the Indenture Trustee hereunder.

i.On each Payment Date, based upon information provided to the Indenture Trustee and the Calculation Agent by the Servicer pursuant to the Servicing Contract and the Transaction Documents, as well as each applicable Payment Date Report and all available reports issued by the Securitization Trustee for the applicable Securitization Trust, the Calculation Agent shall prepare, or cause to be prepared, and deliver by first class mail or electronic means to Interested Parties, a report setting forth the information set forth in Exhibit G hereto (the “Calculation Agent Report”) which shall include, among other things, the following information:

1. UPB Ratio for each Securitization Trust;

2. Delinquency Ratio for each Securitization Trust;

3. The Variable Funding Note Collateral Value and the Term Note Collateral Value of each Receivable sold and/or contributed to the Issuer as of the date of such Calculation Agent Report and the Aggregate Variable Funding Note Collateral Value and the Aggregate Term Note Collateral Value thereof;

4. Whether the Collateral Coverage Requirement has been satisfied as of the date of the Calculation Agent Report;

5. Weighted Average Months Outstanding of all Loan-Level Delinquency Advances and Servicing Advances as of the date of such Calculation Agent Report;

6. Weighted Average Months to Liquidation of all Loan-Level Delinquency Advances and Servicing Advances as of the date of such Calculation Agent Report;

7. Whether all Receivables do not breach the tests set forth in clause (i) of the definition of Collateral Value;

8. Whether all Receivables satisfy the eligibility requirement set forth in subsection (e) of the definition of Eligible Receivables; and

9. Whether all Servicing Contracts satisfy the eligibility requirements set forth in subsections (g), (h) and (i) of the definition thereof.

ii.In the event of any variance between a calculation as set forth by the Servicer and a calculation as set forth by the Calculation Agent, the calculation set forth by the Calculation Agent shall be conclusive and determinative.

Section 6.02. Servicer Reports.

a.By no later than the 4^th Business Day before each Payment Date, the Servicer shall deliver to the Agent a report in the form of Exhibit C hereto (the “Monthly Servicer Report”) (in electronic form) listing, among other things, (i) each Event of Default and Funding Termination Event for each Securitization Trust with a yes or no answer beside each indicating whether each possible Event of Default and Funding Termination Event has occurred as of the end of the preceding Collection Period, (ii) the occurrence of any net margin call under any of the Nationstar's financing arrangements with any Person other than the Agent or the Noteholders, and (iii) the information described in Exhibit C with respect to the Aggregate Receivables and the Securitization Trusts. The Servicer shall deliver the Monthly Servicer Report to the Issuer, the Indenture Trustee, the Calculation Agent, the Agent, each Swap Provider and the Verification Agent (i) on the date on which the initial Funding Notice is delivered in accordance with Section 7.02 and (ii) by no later than four (4) Business Days prior to each Payment Date.

b.In addition, no later than the Business Day before each Payment Date, the Servicer shall deliver to the Issuer, the Indenture Trustee, the Calculation Agent, the Verification Agent, each Swap Provider and the Agent a report in substantially the form of Exhibit D hereto (the “Payment Date Report”) containing

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the information described in Exhibit D. Each Payment Date Report shall also, among other things, (A) state the aggregate Variable Funding Note Collateral Value and Term Note Collateral Value as of the end of the preceding Collection Period and (B) demonstrate that the Collateral Coverage Requirement was met at such time and (C) contain any other information necessary for the Calculation Agent to prepare the Calculation Agent Report and for the Indenture Trustee to make the payments required by Section 2.10 on such Payment Date and all information necessary for the Indenture Trustee to make such statements available to Noteholders pursuant to Section 6.01(a) and such additional information as may be reasonably requested by the Indenture Trustee, the Calculation Agent, the Agent or the Verification Agent from time to time.

c.With respect to any Delinquency Advances, Servicing Advances or Legacy Deferred Servicing Fees, by no later than 12:00 PM Eastern time one (1) Business Day prior to the Initial Funding Date (or, in the event the Initial Funding Date is on the Closing Date, on the Closing Date) and each subsequent Funding Date on which Additional Note Balances are to be purchased, the Servicer shall deliver to the Issuer, the Indenture Trustee, Calculation Agent, the Verification Agent and the Agent a report in substantially the form of Exhibit E hereto (each, a “Funding Date Report”) containing the information described in Exhibit E and (A) listing all Receivables to be purchased as of the close of business on such Funding Date (summarized in each case by Pool-Level Advances, Loan-Level Delinquency Advances (Non-Judicial States), Loan-Level Delinquency Advances (Judicial States), Corporate Advances (Non-Judicial States), Corporate Advances (Judicial States), Escrow Advances (Non-Judicial States) and Escrow Advances (Judicial States) for each Securitization Trust at such date and including each Delinquency Advance and Servicing Advance by loan number) and including each Delinquency Advance and Servicing Advance by loan number and (B) stating the aggregate amount of the Cash Purchase Price, Subordinate Loan Proceeds (as defined in the Receivables Purchase Agreement) and any other amounts to be paid on the Funding Date.

d.Notwithstanding anything contained herein to the contrary, none of the Verification Agent (except as described in the Verification Agent Letter), the Indenture Trustee nor the Agent shall have any obligation to verify or recalculate any information provided to them by the Servicer.

Section 6.03. Access to Certain Information.

a.The Indenture Trustee shall afford to the Issuer, the Agent, the Servicer, the Seller and any Holder or Holders of Notes, and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Noteholder, access to any documentation regarding the Receivables within its control that may be required to be provided under this Indenture or by applicable law. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Indenture Trustee designated by it.

b.The Indenture Trustee shall maintain at its office primarily responsible for administration of the Trust Estate and shall deliver to the Issuer, the Servicer, the Seller, the Agent and any Noteholder or Person identified to the Indenture Trustee as a prospective transferee of a Note or an interest therein (at the reasonable request and expense of the requesting party), copies of the following items (to the extent that such items have been delivered to the Indenture Trustee or the Indenture Trustee can cause such items to be delivered to it without unreasonable burden or expense): (i) this Indenture, the Receivables Purchase Agreement and any amendments hereto or thereto; (ii) all reports prepared by, and all reports delivered to, the Indenture Trustee or the Servicer since the Closing Date; (iii) all Officer's Certificates delivered by the Servicer since the Closing Date and all Officer's Certificates delivered by the Issuer since the Closing Date pursuant to Section 9.08 of this Indenture; (iv) all accountants' reports caused to be delivered by the Servicer since the Closing Date; and (v) each of the Receivables Files. The Indenture Trustee shall make available copies of any and all of the foregoing items upon request of any party set forth in the previous sentence. However, the Indenture Trustee shall be permitted to require of such party the payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies as are requested by such party.

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ARTICLE VII

FUNDING ACCOUNT; PURCHASE OF ADDITIONAL RECEIVABLES

Section 7.01. Funding Account.

On each Funding Date, the Indenture Trustee shall deposit or cause to be deposited into the Funding Account based on the information set forth in the Funding Date Report: (i) the aggregate amount of the Initial Note Balance (or any Additional Note Balances, as applicable) purchased by the Note Purchasers pursuant to the Note Purchase Agreement on such Funding Date (to the extent that the Excess Amount is insufficient to pay the Cash Purchase Price with respect to the Additional Receivables to be acquired by the Issuer on such Funding Date); and (ii) the Excess Amount, if any, on deposit in the Reimbursement Account to the extent required to fund the Cash Purchase Price of the Additional Receivables (or the Initial Receivables) on such Funding Date pursuant to Section 2.10(d)(v). On each Funding Date, subject to satisfaction of the Funding Conditions and the other requirements of Section 7.02, the Indenture Trustee shall withdraw from the Funding Account and pay to the Servicer the Cash Purchase Price for the Additional Receivables to be acquired by the Issuer on such Funding Date; provided, however, that on each Funding Date, subject to satisfaction of the Funding Conditions and the other requirements of Section 7.02, the Indenture Trustee shall, with respect to Additional Receivables consisting of Delinquency Advances required to be made by the Servicer on such Funding Date to one or more Securitization Trustees (and which have not yet been funded by the Servicer), withdraw from the Funding Account and pay to the appropriate Securitization Trustee the aggregate Cash Purchase Price with respect to such Delinquency Advances payable to such Securitization Trustee, on behalf of the Seller/Servicer, in accordance with the instructions of the Servicer set forth in the related Funding Notice; provided, further, that the Funding Notice and Funding Date Report related to any such Delinquency Advance required to be made by the Servicer on such Funding Date shall be delivered no later than 10:00 AM Eastern time (or such other time as the Servicer, the Seller, the Agent and the Indenture Trustee may mutually agree) on such Funding Date.

Section 7.02. Purchase of Receivables.

With respect to Delinquency Advances, Servicing Advances and Legacy Deferred Servicing Fees, one (1) Business Day prior to each Funding Date (or, in the event the Initial Funding Date is on the Closing Date, on the Closing Date) by no later than 12:00 PM Eastern time and, with respect to Delinquency Advances, by no later than 10:00 AM Eastern time (or, in the case of a Delinquency Advance to be made on such Funding Date, such other time as the Servicer, the Seller, the Agent and the Indenture Trustee may mutually agree) on each Funding Date (or, in the event the Initial Funding Date is on the Closing Date, on the Closing Date), the Administrator shall deliver a Funding Notice and, pursuant to Section 6.02(c), a Funding Date Report to the Indenture Trustee and the Agent. The Administrator shall certify in the Funding Notice that the Funding Conditions set forth in clauses (ii), (v), (vi), (vii), (viii), (xii), (xiii), (xiv), (xv), (xvi) and (xvii) of this Section 7.02 have been satisfied and, on the Funding Date, the Administrator shall re-certify that such Funding Conditions are satisfied. Upon receipt of the Funding Notice and Funding Date Report by the Indenture Trustee and confirmation by the Indenture Trustee that the Funding Conditions set forth in clauses (i) (as to the Indenture Trustee's receipt), (iii), (iv) (based on the Funding Notice), (ix), (x) and (xi) of this Section 7.02 have been satisfied on or prior to such Funding Date (provided, that, with respect to conditions (i), (iii), (vii), (xii), (xv), (xvi) and (xvii), the Indenture Trustee has not received notice from the Agent or any Noteholder that such condition has not been satisfied), on the Funding Date the Indenture Trustee shall apply funds on deposit in the Funding Account in the manner specified in Section 7.01 with respect to such related Additional Note Balance; provided, that the Noteholders shall not have any obligation to fund such Additional Note Balance if it receives notice from the Issuer or the Agent that any of the Funding Conditions have not been satisfied. In the event that the Indenture Trustee determines that any of the Funding Conditions set forth in clauses (i), (iii), (iv) (based on the information set forth in the Funding Notice), (ix), (x) or (xi) of this Section 7.02 have not been satisfied on or prior to such Funding Date, the Indenture Trustee shall promptly notify the Seller and the Agent.

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The funding by the Indenture Trustee of the Cash Purchase Price with respect to any Initial Receivable or Additional Receivable, as applicable, shall be subject to the satisfaction on the related Funding Date of the following conditions precedent (the “Funding Conditions”):

(i)the Issuer shall have delivered (or caused to be delivered) to the Indenture Trustee and the Agent the related Schedule of Initial Receivables or Schedule of Additional Receivables, as applicable, along with the applicable Funding Notice and Bill of Sale pursuant to the Receivables Purchase Agreement;

(ii)as of such Funding Date, neither the Seller nor the Issuer shall (A) be insolvent, (B) be made insolvent by the transfer of the related Receivables or (C) have reason to believe that its insolvency is imminent;

(iii)the Funding Period shall not have terminated;

(iv)as of such Funding Date (after giving effect to the transfer of the related Receivables on such Funding Date), the Collateral Coverage Requirement shall be satisfied;

(v)each of the representations and warranties made by the Seller under the Receivables Purchase Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such Funding Date with the same effect as if then made and each of the Seller and the Issuer shall have performed all obligations to be performed by it under the Transaction Documents on or prior to such Funding Date;

(vi)the Seller or the Issuer shall have taken any action requested by the Indenture Trustee or the Noteholders required to maintain the ownership interest of the Issuer and the first priority lien of the Indenture Trustee in the Trust Estate;

(vii)all conditions precedent to the transfer of the related Receivables pursuant to the Receivables Purchase Agreement shall have been fulfilled as of such Funding Date;

(viii)sufficient funds are on deposit in the Funding Account (after giving effect to the purchase by the Variable Funding Noteholders of Additional Note Balances) to pay the full Cash Purchase Price with respect to such Receivables;

(ix)the Indenture Trustee has received confirmation from the Verification Agent that the verification procedures have been performed in accordance with the Verification Agent letter to the satisfaction of the Verification Agent;

(x)commencing with the first Funding Date after the Initial Funding Date, an amount equal to not less than the Expense Reserve is on deposit in the Reimbursement Account (both before and after taking into account the purchase of the related Additional Receivables);

(xi)the Note Principal Balance is equal to or less than the Maximum Note Balance, after taking into account the proposed increase in the Note Principal Balance;

(xii)a Funding Interruption Event, an Early Amortization Event, an Event of Default or, with respect to any Receivables subject to a related Servicing Contract, a Servicer Termination Event shall not have occurred and be continuing;

(xiii)to the extent the Agent shall have requested that the Issuer enter into a Hedge Agreement, the aggregate notional amount of all such Hedge Agreements assigned and pledged to the Indenture Trustee pursuant to the terms and provisions of Section 2.20 shall be at least equal to the Variable Funding Note Principal Balance;

(xiv)the funding of Receivables on such Funding Date shall not result in a material adverse United States federal income tax consequence to the Issuer or any Noteholders;

(xv)(A) on any date of determination following July 2, 2012, the Agent shall have received consent or acknowledgment notices from the Securitization Trustee of each Securitization Trust to the extent required by the terms of the related Servicing Contract either consenting to or acknowledging the receipt of notice from the Seller of, the pledge and assignment of the Receivables

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to the Issuer as an “Advancing Person” and that to the extent that there is an “Advance Facility” referenced in the applicable Servicing Contract or, with respect to any Subserviced Securitization Trust, Related Servicing Contract related to any Securitization Trust, the Transaction Documents shall be the “Advance Facility” (as and to the extent such terms or terms of substantially similar import are used in such Servicing Contract); and (B) with respect to the Initial Funding Date and each subsequent Funding Date on which any of Schedules I through III contain one or more Securitization Trusts pursuant to Section 7.04 that were not included on such schedule on the prior Funding Date, the Agent shall have received MSR Transfer Evidence reasonably satisfactory to the Agent; and

(xvi)with respect to the Initial Funding Date and each subsequent Funding Date on which any of Schedules I through III contain one or more Securitization Trusts that were not included on such schedule on the prior Funding Date, the Agent and the Indenture Trustee shall have received evidence reasonably satisfactory to the Agent of (A) the completion of all recordings, registrations and filings as may be necessary or, in the reasonable opinion of the Agent, desirable to perfect or evidence the assignment by the Seller to the Depositor of the Seller's ownership interest in the Aggregate Receivables and the proceeds thereof and the assignment by the Depositor to the Issuer of the Depositor's ownership interest in the Aggregate Receivables and the proceeds thereof and (B) the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Agent, desirable to perfect or evidence the Grant of a first priority perfected security interest in the Issuer's ownership interest in the Trust Estate, in favor of the Indenture Trustee, subject to no Liens prior to the Lien created by the Indenture.

Section 7.03. Addition and Removal of Servicing Contracts.

a.From time to time during the Funding Period, the Issuer may request the Agent's consent to add transactions to the definition of “Securitization Trusts”, and such additional transactions may be added to the definition of “Securitization Trusts” with the written consent of the Agent (such consent at the sole discretion of the Agent).  The Issuer understands and acknowledges that the Agent does not hereby commit to add any such transactions and any agreement to do so is subject to completion by the Agent of due diligence to its satisfaction regarding such transactions and execution of such additional documentation as the Agent deems appropriate in its sole discretion (such sole discretion to be exercised in good faith with regard to any such request to add transactions to the definition of “Securitization Trusts”). The Issuer shall promptly notify the Indenture Trustee, the Calculation Agent and the Verification Agent of any such designation of additional Securitization Trusts and shall provide certification to the Indenture Trustee in writing that all financing statements or amendments to financing statements as necessary to perfect the security interests of the Depositor, Issuer and Indenture Trustee have been filed. Upon execution by both the Administrator and the Issuer of an updated Assignment of Receivables and Schedules of Securitization Trusts substantially in the form of Exhibit H hereto, and satisfaction of the conditions set forth in this Section 7.03 and Section 7.04, as applicable, the definition of “Securitization Trusts” shall include all transactions set forth on the updated schedules of Securitization Trusts attached to the related Assignment of Receivables and Schedules of Securitization Trusts and the Seller shall thereupon sell to the Depositor and the Depositor shall thereupon sell and/or contribute all of its right, title and interest in, to and under all Receivables arising under each Securitization Trust on the schedules of Securitization Trusts attached to the related Assignment of Receivables and Schedules of Securitization Trusts.

b.With the consent of the Agent (in its sole and absolute discretion), the Issuer may remove from the Trust Estate, any Securitization Trust and all Receivables with respect thereto with respect to which (i) the Servicer has transferred its rights as Servicer or (ii) a Servicer Termination Event has occurred or (iii) a Discount Factor Reduction Event shall have occurred and still be in effect; provided, however, that the Issuer shall so remove transactions solely upon the occurrence of both (i) the sum of the Aggregate Collateral Value as of such date plus the Variable Funding Note Collateral Value and the Term Note Collateral Value of any Additional Receivables proposed to be purchased on the immediately succeeding Funding Date under the terms and provisions of the Transaction Documents being greater than the Maximum Note Balance (such,

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a “Funding Imbalance”) and (ii) the Agent having rejected any proposal of the Seller, the Depositor or the Issuer to amend or modify the definition of “Maximum Note Balance” pursuant to the terms and provisions of the Indenture subsequent to the determination of a Funding Imbalance; provided, further, that in connection with any such sale and purchase of the outstanding unreimbursed Receivables with respect to a removed Securitization Trust, all Receivables related to such Securitization Trust must be so purchased, and a partial purchase shall not be permitted.  The Issuer shall promptly notify the Indenture Trustee of any such designation or removal and shall be able to remove any Securitization Trust, in addition to the conditions precedent set forth above in this Section 7.03, upon the Indenture Trustee having received certification from the Seller in writing that it has filed all financing statements or amendments to financing statements as necessary.The Issuer may sell the unreimbursed Receivables with respect to a removed Securitization Trust to the Seller or its designee. In connection with any sale of Receivables to Seller or its designee pursuant to this Section 7.03(b), Seller shall deposit or cause to be deposited an amount equal to the Receivables Balance of each such Receivable purchased into the Note Payment Account and any termination payments required to be made pursuant to any Swap Agreements. Upon receipt of such amounts, the Indenture Trustee shall release the lien of this Indenture with respect to such purchased Receivables.

Section 7.04. Removal of Subserviced Securitization Trusts.

On or prior to the Closing Date, the Seller, pursuant to the Receivables Purchase Agreement, shall deliver to the Administrative Agent such MSR Transfer Evidence with respect to all Securitization Trusts that are not Subserviced Securitization Trusts. Promptly after the Seller obtains complete MSR Transfer Evidence with respect to a Subserviced Securitization Trust, the Seller, pursuant to the Receivables Purchase Agreement, shall deliver to the Agent such MSR Transfer Evidence. Subject to the terms of clause (l)(ii) of the definition of Eligible Servicing Contract, on any date on which the Agent receives the MSR Transfer Evidence with respect to a Subserviced Securitization Trust, the related Securitization Trust shall no longer be a “Subserviced Underlying Trust” and the Administrator shall update the Subserviced Securitization Trust Schedule and furnish it to the Agent and the Indenture Trustee, and the most recently furnished schedule shall be maintained by the Indenture Trustee as the definitive Subserviced Securitization Trust Schedule.

ARTICLE VIII

SUPPLEMENTAL INDENTURES; AMENDMENTS

Section 8.01. Supplemental Indentures or Amendments Without Consent of Noteholders.

Without the consent of the Noteholders but with the consent of the Agent, Nationstar (for so long as it holds, directly or indirectly, any interest in the Issuer), the Issuer, to the extent the Indenture Trustee is a party to the related Transaction Document, the Indenture Trustee and, to the extent the rights and obligations of any Swap Provider are materially and adversely affected thereby, such Swap Provider, at any time and from time to time, may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to any other Transaction Document, for any of the following purposes:

(1)to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee;

(2)to correct any manifestly incorrect description, or amplify the description, of any property subject to the lien of this Indenture;

(3)to modify the Indenture or any other Transaction Document as required by, or made necessary by any change in, applicable law;

(4)to modify the Indenture in accordance with the terms and provisions of Section 11.01(b) of the Receivables Purchase Agreement;

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(5)to correct any mistake or typographical error or cure any ambiguity, or to cure, correct or supplement any defective or inconsistent provision herein or any other Transaction Document;

(6)to amend any other provision of the Indenture or any other Transaction Document, as applicable; or

(7)to prevent the Issuer from being subject to U.S. federal income tax on its net income as an association taxable as a corporation, a publicly traded partnership taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for U.S. federal income tax purposes.

No such supplemental indenture or amendment shall be effective unless (i) the Issuer obtains a Tax Opinion and furnishes such Tax Opinion to the Indenture Trustee in connection therewith, and (ii) with respect to clause (6) such supplemental indenture or amendment will not adversely affect the interests of any Noteholder under this Indenture in any material way as evidenced by the delivery to the Issuer and the Indenture Trustee, the Noteholders of an Opinion of Counsel to the effect that such action will not adversely affect the interests of any Noteholder under this Indenture in any material way.

Section 8.02. Supplemental Indentures With Consent of Noteholders.

With the consent of the Required Noteholders, Nationstar (for so long as it holds any interest in the trust), the Issuer, the Indenture Trustee and each Swap Provider (to the extent the rights and obligations of any Swap Provider are materially and adversely affected thereby), may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof, modifying in any manner the rights of the Noteholders hereunder or thereunder or evidencing and providing for the acceptance of appointment by a successor Indenture Trustee or Servicer; provided, that no such supplemental indenture or amendment shall be effective unless the Issuer obtains a Tax Opinion and furnishes such Tax Opinion to the Indenture Trustee in connection therewith; provided, that no such supplemental indenture or amendment shall, without the consent of the Noteholders of 100% in aggregate Note Principal Balance of the Outstanding Notes:

(1)change the Maturity Date or the Payment Date of any principal, interest or other amount on any Note, or reduce the Note Principal Balance thereof or any of Term Note Default Additional Rate, Term Note Interest Rate, Unused Line Fee Amount, Unused Line Fee, Variable Funding Note Default Additional Rate, Variable Funding Note Floating Rate, Variable Funding Note Margin Rate or Variable Funding Note Post-Stepdown Additional Rate thereon, or authorize the Indenture Trustee to agree to delay the timing of, or reduce the payments to be made on or in respect of, the Receivables except as provided herein or in the Receivables Purchase Agreement, or change the coin or currency in which the principal of any Note or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof;

(2)reduce the percentage of the then aggregate Note Principal Balance of the Outstanding Notes, the consent of whose Noteholders is required for any such supplemental indenture or amendment, or the consent of whose Noteholders is required for any waiver of defaults hereunder and their consequences provided for in this Indenture, or for any other reason under this Indenture (including for actions taken by the Indenture Trustee pursuant to Section 5.01(a) hereof);

(3)change any obligation of the Issuer to maintain an office or agency in the places and for the purposes specified in Section 9.01;

(4)except as otherwise expressly provided in this Indenture, deprive any Noteholder of

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the benefit of a first priority security interest in the Trust Estate as provided in this Indenture;

(5)modify Section 2.10 or Article VIII;

(6)change the Variable Funding Note Discount Factor, the Term Note Discount Factor with respect to the Term Notes Outstanding immediately prior to the execution of the related supplemental indenture or amendment, the Anticipated Repayment Date, or the Stated Maturity;

(7)release from the lien of the Indenture (except as specifically permitted hereby on the date of execution hereof, including without limitation, in connection with any exercise of the Clean-up Call Option or Redemption Option) all or any part of the Trust Estate; or

(8)increase the fees payable in accordance with Section 2.10(c) to the Agent, the Issuer, the Owner Trustee, Wells Fargo Bank, N.A. (in its capacities as Indenture Trustee, Calculation Agent, Posted Collateral Custodian, Securities Intermediary, Authenticating Agent, Note Registrar or Certificate Registrar), or the Verification Agent; provided, however, that, for the avoidance of doubt, this clause (8) shall not apply to any fee payable to the Agent that is not payable in accordance with Section 2.10(c).

It shall not be necessary for the consent of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Section 8.03. Delivery of Supplements and Amendments.

Prior to the execution thereof, the Seller and the Issuer shall provide a copy to the Swap Counterparty of any proposed amendment or supplement to this Indenture. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment pursuant to the provisions hereof, the Indenture Trustee, at the expense of the Issuer payable out of the Trust Estate pursuant to Section 5.04, shall procure delivery of a fully executed copy of such supplemental indenture or amendment to each Hedge Provider, and shall furnish a notice setting forth in general terms the substance of such supplemental indenture or amendment to each Noteholder at the address for such Noteholder set forth in the Note Register.

Section 8.04. Execution of Supplemental Indentures, etc.

In executing, or accepting the additional trusts created by any supplemental indenture or amendment permitted by this Article VIII or in accepting the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, at the Issuer's expense payable out of the Trust Estate pursuant to Section 5.04, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture, amendment or modification is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture or amendment or consent to any such modification which affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise.

Section 8.05. Note Issuance.

a.At any time prior to the termination of the Funding Period, other than during the occurrence and continuance of a Funding Interruption Event or an Early Amortization Event, with the written approval of the Agent (in its sole and absolute discretion), the Issuer may, from time to time, direct the Indenture Trustee in writing to enter into an amendment to, amendment and restatement of, or a supplement to this Indenture, pursuant to which one or more Classes of  Notes will be issued. On or before the date of issuance of any such Notes, the Issuer and the Agent shall execute and deliver any required amendment or supplement which shall incorporate the principal terms with respect to such Notes. The Indenture Trustee (subject to

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Section 8.05(f)) shall execute the amendment or supplement without the consent of any Noteholders. The Issuer shall execute such Notes and such Notes shall be delivered to the Indenture Trustee for authentication and delivery. Any Notes to be issued must rank pari passu with or subordinate to any or all previously issued Notes.

b.The issuance of the Notes shall be subject to the satisfaction of the following conditions:

i.Receipt by the Indenture Trustee of an Issuer Order authorizing the execution and authentication of such Notes;

ii.Unless waived by the Agent in writing, satisfaction of each of the conditions precedent contained in Section 4.01 of the Note Purchase Agreement; 

iii.Unless waived by the Agent in writing, satisfaction of each of the conditions precedent contained in Section 3.01 of the Receivables Purchase Agreement;

iv.At the time of such issuance, the Issuer is solvent, has sufficient cash on hand to satisfy its current obligations, has capitalization commercially reasonable and adequate to conduct its business and, immediately prior to such refinancing, has adequate financial capacity to meet its ongoing financial commitments under this Indenture;

v.Receipt by the Indenture Trustee of certain opinions of counsel and certain certifications with respect to such Notes and either (1) a tax opinion generally to the effect that such Notes “will be debt” for U.S. federal income tax purposes or (2) in the case of Term Notes where such tax opinion is not issued, no transfer of such additional Notes will be effective, and any such transfer will be void ab initio, unless such Notes have a minimum denomination so that such Notes (together with any other Notes issued without the requisite “will be debt” tax opinion) cannot have more than 95 holders. For Term Notes where a “will be debt” tax opinion is not issued, such Term Notes will be subject to transfer restrictions as provided in the related amendment or supplement generally to the effect that such Term Notes could only be held by or transferred to a Person if, among other things, the Person (i) represents to the Indenture Trustee and the Issuer that such Person is a U.S. Person (as defined under Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), (ii) represents to the Indenture Trustee and the Issuer that either (1) such beneficial owner is not a flow-through entity or (2) less than 50% of the value of each beneficial owner in such flow through entity is attributable to the flow-through entity's interest in such Term Notes or Trust Certificate and no purpose of the use of the flow-through entity is to enable compliance with the 95-person limit and (iii) covenants to the Indenture Trustee and the Issuer that such beneficial owner (1) will not and will not allow such Term Notes to be used as collateral for the issuance of any securities that would cause the Issuer to become taxable as a corporation, (2) will not take any action that would cause representations (i) and (ii) to cease to be true, and (3) will not take and will not allow any other action that could cause the Issuer to become taxable as a corporation, each for U.S. federal income tax purposes; and

vi.Receipt by the Indenture Trustee of a tax opinion to the effect that the issuance of such Notes will not (A) adversely affect the U.S. federal income tax treatment as debt of Notes that (i) are issued and outstanding immediately prior to such issuance and (ii) received a Tax Opinion upon issuance or deemed issuance that they will be treated as debt for U.S. federal income tax purposes and (B) cause the Issuer to be subject to tax on its net income as (i) an association taxable as a corporation, (ii) a publicly traded partnership taxable as a corporation or (iii) a taxable mortgage pool taxable as a corporation, each for U.S. federal income tax purposes.

c.For purposes of this Section 8.05, any amendment and/or supplemental indenture executed in accordance with the issuance of any Notes shall not be considered an amendment or supplemental indenture for the purposes of this Article VIII.  Accordingly, notwithstanding anything else contained herein to the contrary, any amendment and/or supplemental indenture executed in accordance with the issuance of any Notes may amend, modify or supplement this Indenture and any other Transaction Document in any manner, in each case without the consent of the Noteholders and the Swap Provider; provided, however, that no

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such amendment or indenture supplement may, without the consent of (A) each Noteholder holding any Notes affected thereby and (B) solely with respect clauses (ii), (v), (vi) and (vii) below, to the extent the rights and obligations of any Swap Provider are materially and adversely affected thereby, the Swap Provider (any such consent of the Swap Provider not to be unreasonably withheld):

i.change the Anticipated Repayment Date, Stated Maturity or Payment Date with respect to the Notes, or any principal, interest or other amount on any Notes outstanding as of the date of such new issuance, or reduce the Maximum Note Balance, the Variable Funding Note Maximum Balance or the interest rate as set forth on the related Note, or change the coin or currency in which the principal of such Notes or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity;

ii.amend or modify Section 2.10(c) (other than with respect to the inclusion of such new Notes issued pursuant to this Section 8.05);

iii.change the Percentage Interest, the consent of whose Holders is required in order to perform any action pursuant to the terms and provisions of any Transaction Document; 

iv.change any obligation of the Issuer to maintain an office or agency in the places and for the purposes set forth in the Transaction Documents;

v.except as otherwise expressly provided in the Transaction Documents, deprive any Secured Party of the benefit of a valid first priority perfected security interest in the Collateral;

vi.except as otherwise expressly provided in the Transaction Documents, release from the Lien set forth in the Transaction Documents all or any portion of the Collateral; or

vii.modify this Section 8.05.

d.Each Noteholder, by its acceptance of a Note, hereby consents to the issuance of Notes in accordance with the terms and provisions of this Section 8.05.

e.Each Noteholder, by its acceptance of a Note, hereby agrees that, for purposes of the terms and provisions of this Section 8.05, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent's own interest in the Collateral as one of the Noteholders and that the Agent shall have no duty or liability whatsoever to any other Noteholder with respect to its approval, or failure to approve, of the issuance any series of Notes pursuant to this Section 8.05. In addition, each Noteholder, by its acceptance of a Note, and each party to this Indenture and to any other Transaction Document hereby agrees to an unconditional release of the Agent from any and all liability related to the approval, or failure to approve, of the issuance any series of Notes pursuant to this Section 8.05.

(f) In executing any amendment to, amendment and restatement of, or supplement to this Indenture permitted by this Section 8.05, the Indenture Trustee shall be entitled to receive, at the Issuer's expense payable out of the Trust Estate pursuant to Section 5.04, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such amendment, amendment and restatement or supplement is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such amendment, amendment and restatement or supplement which affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise.

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ARTICLE IX

COVENANTS; WARRANTIES

Section 9.01. Maintenance of Office or Agency.

The Issuer shall maintain or cause to be maintained an office or agency in the continental United States where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Indenture Trustee and the Noteholders of the location, and any change in the location, of such office or agency.

The Issuer may also from time to time designate one or more other offices or agencies outside the United States where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in accordance with the requirements set forth in the preceding paragraph. The Issuer shall give prompt written notice to the Indenture Trustee, any Swap Provider and the Noteholders of any such designation or rescission and of any change in the location of such office or agency.

Section 9.02. Existence.

Subject to Section 9.08, the Issuer will keep in full effect its existence, rights and franchises under the laws of its jurisdiction of organization, and the existence, rights and franchises (if any) of the Issuer under the laws of its jurisdiction of organization, except where failing to maintain any rights or franchises would not have a material adverse effect on any of the Receivables or the Issuer's ability to comply with its obligations hereunder.

Section 9.03. Payment of Taxes and Other Claims.

The Issuer shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all taxes, assessments and governmental charges levied or imposed upon the Issuer or upon the income, profits or property of the Issuer, or shown to be due on the tax returns filed by the Issuer, except any such taxes, assessments, governmental charges or claims which the Issuer is in good faith contesting in appropriate proceedings and with respect to which reserves are established if required in accordance with GAAP; provided, that such failure to pay or discharge will not cause a forfeiture of, or a lien to encumber, any property included in the Trust Estate. The Indenture Trustee is authorized to pay out of the Note Payment Account, prior to making payments on the Notes, any such taxes, assessments, governmental charges or claims which, if not paid, would cause a forfeiture of, or a lien to encumber, any property included in the Trust Estate.

Section 9.04. Validity of the Notes; Title to the Trust Estate; Lien.

a.The Issuer represents and warrants that the Issuer is duly authorized under applicable law to create and issue the Notes, to execute and deliver this Indenture, the other documents referred to herein to which it is a party and all instruments included in the Trust Estate which it has executed and delivered, and that all action and governmental consents, authorizations and approvals necessary or required therefor have been duly and effectively taken or obtained. The Notes, when issued, will be, and this Indenture and such other documents are, valid and legally binding obligations of the Issuer enforceable in accordance with their terms, subject to bankruptcy, fraudulent conveyance, fraudulent transfer, insolvency, reorganization, liquidation, receivership, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and by general equitable principles, regardless of whether considered in a proceeding in equity or at law.

b.The Issuer represents and warrants that, immediately prior to its Grant of the Trust Estate provided for herein, it was the sole obligee of each Receivable, free and clear of any pledge, lien, encumbrance

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or security interest.

c.The Issuer represents and warrants that, upon the issuance of the Notes, the Indenture Trustee has a valid and enforceable first priority security interest in the Trust Estate, subject only to exceptions permitted hereby.

d.The Issuer represents and warrants that the Indenture is not required to be qualified under the 1939 Act and that the Issuer is not required to be registered as an “investment company” under the 1940 Act.

Section 9.05. Protection of Trust Estate.

The Issuer and, to the extent directed by the Issuer or the Majority Noteholders, the Indenture Trustee shall execute and deliver all such amendments and supplements hereto (subject to Sections 8.01 and 8.02) and all such financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action necessary or advisable to:

a.Grant more effectively all or any portion of the Trust Estate securing the Notes;

b.maintain or preserve the lien (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof;

c.perfect, publish notice of, or protect the validity of any Grant made or to be made by this Indenture;

d.enforce any of the Receivables included in the Trust Estate; or

e.preserve and defend title to the Trust Estate securing the Notes and the rights of the Indenture Trustee, and of the Noteholders, in the Trust Estate against the claims of all Persons and parties.

The Issuer hereby designates the Indenture Trustee and the Agent, its agent and attorney-in-fact, to prepare and file any financing statement, continuation statement or other instrument required pursuant to this Section 9.05; provided that, subject to and consistent with Section 5.01, neither the Indenture Trustee nor the Agent will be obligated to prepare or file any such statements or instruments.

Section 9.06. Nonconsolidation.

The Issuer shall at all times:

a.maintain separate records and books of account from any other person or entity;

b.maintain separate bank accounts from any other person or entity;

c.maintain its assets in its own name and not commingle its assets with those of any other person or entity;

d.conduct its own business in its own name;

e.maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other person or entity and not have its assets listed on the financial statements of any other person or entity (other than as required with respect to consolidated financial statements prepared in accordance with generally accepted accounting principles, and with respect to any consolidated or combined financial statements having appropriate footnotes indicating that the Issuer is a separate legal entity);

f.pay its own liabilities and expenses only out of its own funds;

g.observe all corporate and other organizational formalities;

h.maintain an arm's length relationship with each of its Affiliates;

i.pay the salaries of its employees, if any, out of its own funds;

j.maintain a sufficient number of employees or engage independent agents, in each case to the extent reasonably required in light of its contemplated business operations;

k.not guarantee, become obligated or pay for the debts of any other entity or person;

l.not hold out its credit as being available to satisfy the obligations of any other person or entity;

m.not pledge its assets for the benefit of any other party (except the pledges set forth in this Indenture);

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n.hold itself out as a separate entity;

o.correct any known misunderstanding regarding its separate identity; and

p.maintain adequate capital in light of its contemplated business operations.

Section 9.07. Negative Covenants.

The Issuer shall not:

a.sell, transfer, exchange or otherwise dispose of any of the Collateral, except as expressly permitted by or expressly contemplated by the Transaction Documents;

b.dissolve or liquidate in whole or in part, except as provided herein (it being understood that the payment or repurchase of Receivables does not constitute a partial liquidation within the meaning of this provision);

c.engage, directly or indirectly, in any business other than that arising out of the issuance of the Notes, and the actions contemplated or required to be performed under this Indenture or any other of the Transaction Documents;

d.incur, create or assume any indebtedness for borrowed money other than the Notes;

e.make or permit to remain outstanding, any loan or advance to, or own or acquire any stock or securities of, any Person other than the Receivables and any other instruments constituting part of the Trust Estate, it being understood that the Issuer's purchase of Receivables does not constitute lending, making advances or acquiring stock;

f.voluntarily file a petition for bankruptcy, reorganization, assignment for the benefit of creditors or similar proceeding;

(g)terminate, amend or otherwise modify its organizational documents without the prior written consent of the Agent; or

(h)make any change in the character of its business.

Section 9.08. Statement as to Compliance.

The Administrator, on behalf of the Issuer, shall deliver to the Indenture Trustee, the Agent, any Swap Providers and the Noteholders, within 90 days after the end of each calendar year, an Officer's Certificate of the Issuer stating that (a), in the course of the performance by the officer executing such Officer's Certificate of such officer's present duties as an officer of the Issuer, such officer would normally obtain knowledge or have made due inquiry as to the existence of any condition or event which would constitute an Event of Default after notice or lapse of time or both and that to the best of the officer's knowledge, after reasonable inquiry, (b) the Issuer has fulfilled all of its obligations under this Indenture in all material respects throughout such year, or, if there has been a default in the fulfillment of any such obligation in any material respect, specifying each such default known to such officer and the nature and status thereof, and (c) no event has occurred and is continuing which is, or after notice or lapse of time or both would become, an Event of Default, or, if such an event has occurred and is continuing, specifying each such event known to such officer and the nature and status thereof.

Section 9.09. Issuer may Consolidate, Etc., only on Certain Terms.

a.The Issuer shall not consolidate or merge with or into any other Person or convey or transfer the Trust Estate to any Person without the consent of the Majority Noteholders and unless:

i.the Person (if other than the Issuer) formed by or surviving such consolidation or merger or that acquires by conveyance or transfer the Trust Estate (the “Successor Person”), shall be a Person organized and existing under the laws of the United States of America or any State and shall have expressly assumed, executed and delivered to the Indenture Trustee, the obligation (to the same extent as the Issuer was so obligated) to make payments of principal, interest and other amounts on all of the Notes and pay all amounts owned by the Issuer under this Indenture, and the obligation to

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perform every covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein;

ii.immediately after giving effect to such transaction, no Funding Interruption Event or Event of Default shall have occurred and be continuing;

iii.the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer comply with and satisfy all conditions precedent relating to the transactions set forth in this Section 9.09;

iv.the Successor Person shall have delivered to the Indenture Trustee, the Agent and any Swap Providers an Officer's Certificate and an Opinion of Counsel each stating that, with respect to a Successor Person that is a corporation, limited liability company, partnership or trust, such Successor Person shall be duly organized, validly existing and in good standing in the jurisdiction in which such Successor Person is organized; that the Successor Person has sufficient power and authority to assume the obligations set forth in clause (i) above and to execute and deliver an indenture supplemental hereto for the purpose of assuming such obligation; that the Successor Person has duly authorized the execution, delivery and performance of an indenture supplemental hereto for the purpose of assuming such obligations; and that such supplemental indenture is a valid, legal and binding obligation of the Successor Person, enforceable in accordance with its terms, subject only to bankruptcy, reorganization, insolvency and other laws affecting the enforcement of creditor's rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law); and that, immediately following the event which causes the Successor Person to become the Successor Person, (A) the Successor Person has good and marketable title, free and clear of any lien, security interest or charge other than the lien and security interest of this Indenture and any other lien permitted hereby, to the Collateral and (B) the Indenture Trustee continues to have a perfected first priority security interest in the Collateral; and

v.the Successor Person shall have assumed the obligations of the Issuer under all Hedge Agreements effective as of the date of such consolidation or merger.

b.Upon any consolidation or merger, or any conveyance or transfer of the Trust Estate securing the Notes, the Successor Person shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Successor Person had been named as the Issuer herein. In the event of any such conveyance or transfer of the Trust Estate permitted by this Section 9.09, the Person named as the “Issuer” in the first paragraph of this Indenture, or any successor that shall theretofore have become such in the manner prescribed in this Article and that has thereafter effected such a conveyance or transfer, may be dissolved, wound-up and liquidated at any time thereafter, and such Person thereafter shall be released from its liabilities as obligor and maker on all of the then Outstanding Notes and from its obligations under this Indenture.

c.Notwithstanding anything in this Indenture to the contrary, the Issuer shall not voluntarily consent to or otherwise acquiesce to any consolidation of the Issuer into the Seller, the Depositor or any of their Affiliates and shall take all legally permissible actions to oppose any such consolidation. Further, each Noteholder acknowledges that it is relying on the separateness of the Issuer from the Seller, the Depositor and its Affiliates as a condition to purchasing the Notes.

Section 9.10. Purchase of Notes.

The Issuer may reacquire Notes, in its discretion, by open market purchases in privately negotiated transactions or otherwise.

Section 9.11. Indemnification.

a.Without limiting any other rights that an Indemnified Party may have hereunder or under applicable law, the Issuer hereby agrees to indemnify each Indemnified Party (as defined below) from and against any and all Indemnified Amounts (as defined below), excluding, however, Indemnified Amounts to

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the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party. To the extent that the foregoing undertaking to indemnify the Indemnified Parties may be unenforceable because it is violative of any law or public policy, the Issuer nevertheless shall pay such amounts as may be permitted under applicable law to satisfy its indemnification obligations hereunder to the fullest extent permissible under applicable law.

Without limiting or being limited by the foregoing, the Issuer shall pay in accordance with Section 2.10(c) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from:

i.a breach of any representation or warranty made by the Issuer under or in connection with this Indenture or any other Transaction Document (without duplication of any amount paid by the Seller under the Receivables Purchase Agreement); or

ii.the failure by the Issuer to comply with any term, provision or covenant contained in this Indenture or any other Transaction Document; or

iii.any information prepared by and furnished or to be furnished by any of the Issuer or the Seller or any of their Affiliates pursuant to or in connection with the transactions contemplated hereby including, without limitation, such written information as may have been and may be furnished in connection with any due diligence investigation with respect to the business, operations, financial condition of the Issuer, the Seller, any of their Affiliates or with respect to the Receivables, to the extent such information contains any untrue statement of material fact.

b.Any Indemnified Amounts subject to the indemnification provisions of this Section 9.11 shall be paid to the Indemnified Party within twenty (20) Business Days following demand therefor; provided that, prior to an Event of Default, amounts payable under this Section 9.11 shall only be payable on Payment Dates pursuant to Section 2.10(c). “Indemnified Party” means any of the Indenture Trustee (in all its capacities), each Purchaser, the Administrative Agent, the Calculation Agent, the Securities Intermediary, the Posted Collateral Custodian, the Owner Trustee, the Agent, any Swap Provider, the Noteholders and any of their respective officers, employees, directors, attorneys, consultants, agents, representatives, Affiliates and successors or assigns. “Indemnified Amounts” means any and all claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, and related reasonable costs and reasonable expenses of any nature whatsoever, including reasonable attorneys' fees and disbursements, imposed on, incurred by or asserted against an Indemnified Party, to the extent such Indemnified Amounts are caused by the occurrence of an event described in Section 9.11(a)(i), (ii) or (iii) above, with respect to this Indenture or any other Transaction Document.

c.Promptly after an Indemnified Party shall have been served with the summons or other first legal process or shall have received written notice of the threat of a claim in respect of which an indemnity may be claimed against the Issuer under this Section 9.11, the Indemnified Party shall notify the Issuer in writing of the service of such summons, other legal process or written notice, giving information therein as to the nature and basis of the claim, but failure so to notify the Issuer shall not relieve the Issuer from any liability which it may have hereunder or otherwise except to the extent that the Issuer is prejudiced by such failure so to notify the Issuer. The Issuer will be entitled, at its own expense, to participate in the defense of any such claim or action and to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, unless the defendants in any such action include both the Indemnified Party and the Issuer, and the Indemnified Party (upon the advice of counsel) shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Issuer, or one or more Indemnified Parties, and which in the reasonable opinion of such counsel are sufficient to create a conflict of interest for the same counsel to represent both the Issuer and such Indemnified Party; provided, however, that the Issuer shall not be responsible for the fees and expenses of more than one firm of attorneys for all Indemnified Parties related to the Secured Parties and one firm of attorneys for the Indenture Trustee. Each Indemnified Party shall cooperate with the Issuer in the defense of any such action or claim. The Issuer

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shall not, without the prior written consent of the Indemnified Party which consent shall not be unreasonably withheld or delayed, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding or threatened proceeding.

ARTICLE X

AGENT

Section 10.01. Appointment.

Each Noteholder, by its acceptance of a Note or a beneficial interest in a Note, hereby irrevocably appoints and authorizes the Agent to perform the duties of the Agent as set forth in this Indenture including: (i) to receive on behalf of each Noteholder any payment of principal or interest on the Notes outstanding hereunder and all other amounts accrued hereunder for the account of the Noteholders and paid to the Agent, and to distribute promptly to each Noteholder its Percentage Interest of all payments so received and (ii) to distribute to each Noteholder copies of all material notices (including any Funding Notice delivered in accordance with the Note Purchase Agreement) and agreements received by the Agent and not required to be delivered to each Noteholder pursuant to the terms of this Indenture, provided that the Agent shall not have any liability to the Noteholders for the Agent's inadvertent failure to distribute any such notices or agreements to the Noteholders and (iii) subject to Section 10.03 of this Indenture, to take such action as the Agent deems appropriate on its behalf to administer the Notes and the other Transaction Documents and to exercise such other powers delegated to the Agent by the terms hereof or the other Transaction Documents (including, without limitation, the power to give or to refuse to give notices, waivers, consents, approvals and instructions and the power to make or to refuse to make determinations and calculations) together with such powers as are reasonably incidental thereto to carry out the purposes hereof and thereof. As to any matters not expressly provided for by this Indenture and the other Transaction Documents (including, without limitation, enforcement or collection of the Notes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Noteholders, and such instructions of the Majority Noteholders shall be binding upon all Noteholders and all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Indenture or any other Transaction Document or applicable law.

Section 10.02. Nature of Duties.

The Agent shall have no duties or responsibilities except those expressly set forth in this Indenture or in the other Transaction Documents. The duties of the Agent shall be mechanical and administrative in nature. The Agent shall not have by reason of this Indenture or any Transaction Document a fiduciary relationship in respect of any Noteholder. Nothing in this Indenture or any of the Transaction Documents, express or implied, is intended to or shall be construed to impose upon the Agent any obligations in respect of this Indenture or any of the other Transaction Documents except as expressly set forth herein or therein. Each Noteholder shall make its own independent investigation of the financial condition and affairs of the Issuer in connection with advancing any Additional Note Balance pursuant to the Note Purchase Agreement and shall make its own appraisal of the creditworthiness of the Issuer and the value of the Collateral, and the Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Noteholder with any credit or other information with respect thereto, whether coming into its possession before the advance of the Initial Note Balance hereunder or at any time or times thereafter; provided, that, upon the reasonable request of a Noteholder, the Agent shall provide to such Noteholder any documents or reports delivered to the Agent by the Issuer pursuant to the terms of this Indenture or any other Transaction Document. Prior to waiving an Early Amortization Event, the Agent shall obtain the approval of the Required Noteholders.

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If the Agent seeks the consent or approval of the Required Noteholders to the taking or refraining from taking any action under this Indenture, the Agent shall send notice thereof to each Noteholder. The Agent shall promptly notify each Noteholder any time that the Required Noteholders have instructed the Agent to act or refrain from acting pursuant hereto.

Section 10.03. Rights, Exculpation, Etc.

The Agent and its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it under or in connection with this Indenture or the other Transaction Documents unless such action or inaction shall constitute gross negligence or willful misconduct on the part of the Agent or its directors, officers, agents or employees. Without limiting the generality of the foregoing, the Agent (i) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof, signed by such payee and in form satisfactory to the Agent; (ii) may consult with legal counsel (including, without limitation, counsel to the Agent or counsel to the Issuer), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel or experts; (iii) makes no warranty or representation to any Noteholder and shall not be responsible to any Noteholder for any statements, certificates, warranties or representations made in or in connection with this Indenture or the other Transaction Documents; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Indenture or the other Transaction Documents on the part of any Person, the existence or possible existence of any default or Event of Default, or to inspect the Collateral or other property (including, without limitation, the books and records) of any Person; (v) shall not be responsible to any Noteholder for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Indenture or the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (vi) shall not be deemed to have made any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Indenture Trustee's Lien thereon, or any certificate prepared by the Issuer in connection therewith, nor shall the Agent be responsible or liable to the Noteholders for any failure to monitor or maintain any portion of the Collateral. The Agent shall not be liable for any apportionment or distribution of payments made in good faith pursuant to Section 2.10, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Noteholder to whom payment was due but not made, shall be to recover from other Noteholders any payment in excess of the amount which they are determined to be entitled. The Agent may at any time request instructions from the Noteholders with respect to any actions or approvals which by the terms of this Indenture or of any of the other Transaction Document the Agent is permitted or required to take or to grant, and if such instructions are promptly requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval under any of the other Transaction Documents until it shall have received such instructions from the Majority Noteholders. Without limiting the foregoing, no Noteholder shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting under this Indenture, the Notes or any of the other Transaction Documents in accordance with the instructions of the Majority Noteholders.

Section 10.04. Reliance.

The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Indenture or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it.

Section 10.05. Indemnification.

To the extent that the Agent is not reimbursed and indemnified by the Issuer, the Noteholders will

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reimburse and indemnify the Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, advances or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Indenture or any of the other Transaction Documents or any action taken or omitted by the Agent under this Indenture or any of the other Transaction Documents, in proportion to each Noteholder's Percentage Interest, including, without limitation, advances and disbursements made pursuant to Section 10.08; provided, however, that no Noteholder shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, advances or disbursements for which there has been a final judicial determination that such resulted from the Agent's gross negligence or willful misconduct. The obligations of the Noteholders under this Section 10.05 shall survive the payment in full of the Notes and the termination of this Indenture.

Section 10.06. Agent Individually.

With respect to its Percentage Interest under the Note Purchase Agreement, the advances made by it and the Variable Funding Notes issued to or held by it or any of its Affiliates, the Agent shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein for any other Noteholder or holder of a Note. The terms “Controlling Class,” “Noteholders,” “Majority Noteholders,” “Controlling Class Majority Noteholders,” “Required Noteholders,” “Controlling Class Required Noteholders,” or Variable Funding Noteholders” or any similar terms shall, unless the context clearly otherwise indicates, include the Agent in its individual capacity as a Noteholder or one of the Majority Noteholders. The term “Agent” shall mean the Agent solely in its individual capacity as the Agent hereunder. The Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of banking, trust or other business with the Issuer as if it were not acting as an Agent pursuant hereto without any duty to account to the Noteholders.

Section 10.07. Successor Agent.

a.The Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents at any time by giving at least thirty (30) Business Days' prior written notice to the Issuer and each Noteholder. Such resignation shall take effect upon the acceptance by a successor Agent of appointment pursuant to clauses (b) and (c) below or as otherwise provided below.

b.Upon any such notice of resignation, the Controlling Class Majority Noteholders shall appoint a successor Agent who, in the absence of a continuing Event of Default, shall be reasonably satisfactory to the Issuer; provided, however, if the successor proposed by the Controlling Class Majority Noteholders is not an Affiliate of the Agent and the Variable Funding Note Principal Balance is greater than zero, the consent of the Holders of at least a majority of the outstanding Term Note Principal Balance shall be required with respect to such appointment (such consent not to be unreasonably withheld). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Indenture and the other Transaction Documents. After the Agent's resignation hereunder as the Agent, the provisions of this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Indenture and the other Transaction Documents.

c.If a successor Agent shall not have been so appointed within said thirty (30) Business Day period, the retiring Agent shall then appoint a successor Agent who, if an Event of Default is not continuing, shall be reasonably satisfactory to the Issuer, who shall serve as Agent until such time, if any, as the Majority Noteholders appoint a successor Agent as provided above.

Section 10.08. Collateral Matters.

a.The Agent may from time to time, during the occurrence and continuance of an Event of Default, make such disbursements and advances (“Agent Advances”) which the Agent, in its sole discretion,

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deems necessary or desirable to preserve or protect the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Issuer of the Notes and other Issuer Obligations or to pay any other amount chargeable to the Issuer pursuant to the terms of this Indenture, including, without limitation, costs, fees and expenses as described in Section 10.05. The Agent Advances shall be secured by the Collateral and repayable pursuant to Section 2.10(c) on the Payment Date immediately succeeding the date on which such Agent Advances were made. The Agent Advances shall not constitute advances on the Notes but shall otherwise constitute Issuer Obligations hereunder. The Agent shall notify each Noteholder and the Issuer in writing of each Agent Advance, which notice shall include a description of the purpose of such Agent Advance. Without limitation to its obligations pursuant to Section 10.05, each Variable Funding Noteholder agrees that it shall make available to the Agent, upon the Agent's demand, in U.S. dollars in immediately available funds, the amount equal to such Noteholder's Percentage Interest of such Agent Advance. If such funds are not made available to the Agent by such Noteholder, the Agent shall be entitled to recover such funds on demand from such Noteholder, together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Agent, at a rate equal to the sum of the Variable Funding Note Floating Rate plus the Variable Funding Note Default Additional Rate.

b.The Agent shall have no obligation whatsoever to any Noteholders to assure that the Collateral exists or is owned by the Issuer or is cared for, protected or insured or has been encumbered or that the Lien granted to the Indenture Trustee pursuant to this Indenture has been properly or sufficiently or lawfully created, perfected, protected or enforced or is entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent in this Section 10.08 or in any of the other Transaction Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent's own interest in the Collateral as one of the Noteholders and that the Agent shall have no duty or liability whatsoever to any other Noteholder.

ARTICLE XI

MISCELLANEOUS

Section 11.01 Execution Counterparts.

This instrument may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 11.02. Compliance Certificates and Opinions, etc.

Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Administrator, on behalf of the Issuer, shall furnish to the Indenture Trustee an Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

i.a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

ii.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;

iii.a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

iv.a statement as to whether, in the opinion of each such signatory, such condition or

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covenant has been complied with.

Section 11.03. Form of Documents Delivered to Indenture Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Issuer, stating that the information with respect to such factual matters is in the possession of the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that any Person shall deliver any document as a condition of the granting of such application, or as evidence of such Person's compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of such Person to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee's right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article V.

Section 11.04. Acts of Noteholders.

a.Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 5.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section. With respect to authorization to be given or taken by Noteholders, the Indenture Trustee shall be authorized to follow the written directions or the vote of the Majority Noteholders, unless any greater or lesser percentage is required by the terms hereunder or under any other Transaction Document.

b.The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient.

c.The Term Note Principal Balance or Variable Funding Note Principal Balance, as applicable, and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the

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Note Register.

d.Any request, demand, authorization, direction, notice, consent, election, declaration, waiver or other act of any Noteholder shall bind every future Noteholder of the same Note and the Noteholder of any Note issued upon the transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, suffered or omitted to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Section 11.05. Computation of Percentage of Noteholders.

Whenever this Indenture states that any action may be taken by a specified percentage of the Noteholders, such statement shall mean that such action may be taken by the Noteholders of such specified percentage of the aggregate Note Principal Balance of the Outstanding Notes.

Section 11.06. Notice to the Indenture Trustee, the Issuer and Certain Other Persons.

Any communication provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given if delivered by courier or mailed by first class mail, postage prepaid, or if transmitted by telecopier and confirmed in a writing delivered or mailed as aforesaid, to: (i) in the case of the Issuer, Nationstar Advance Funding Trust 2012-C, c/o Wilmington Trust, National Association, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890 Attention: Corporate Trust Administration, telecopy number: (302) 636-4140, telephone number: (302) 651-1000 and (ii) in the case of the Indenture Trustee, the Corporate Trust Office, or as to each such Person, such other address or facsimile number as may hereafter be furnished by such Person to the parties hereto in writing.

Section 11.07. Notices to Noteholders; Notification Requirements and Waiver.

Where this Indenture provides for notice to Noteholders of any event, a copy of any such notice shall be given simultaneously to each Hedge Provider, and in the case of any notice sent to Noteholders, such notice shall be sufficiently given if in writing and delivered by courier or mailed by first-class mail, postage prepaid; to each Noteholder affected by such event, at its address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is delivered or mailed in the manner herein provided shall conclusively be presumed to have been duly given.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

In case, by reason of the suspension of regular courier and mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.

Section 11.08. Successors and Assigns.

All covenants and agreements in this Indenture by the Issuer shall bind its successors and permitted assigns, whether so expressed or not.

Section 11.09. Separability Clause.

In case any provision of this Indenture or of the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall, to the extent permitted by law, not in

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any way be affected or impaired thereby.

Section 11.10. Governing Law.

a.THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

b.Any action or proceeding against any of the parties hereto relating in any way to this Indenture or any Note or the Trust Estate may be brought and enforced in the courts of the State of New York sitting in the borough of Manhattan or of the United States District Court for the Southern District of New York and the Issuer irrevocably submits to the jurisdiction of each such court in respect of any such action or proceeding. The Issuer hereby waives, to the fullest extent permitted by law, any right to remove any such action or proceeding by reason of improper venue or inconvenient forum.

Section 11.11. Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 11.12. Benefits of Indenture.

Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Noteholders and any other party secured hereunder (including the Secured Parties, each of which is a third-party beneficiary of this Indenture) or named as a beneficiary of any provision hereof, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 11.13. Non-Recourse Obligation.

Notwithstanding any other provision of this Indenture, the obligations of the Issuer under this Indenture and the Notes are limited recourse obligations of the Issuer, payable solely from the Collateral in accordance with the terms of this Indenture.

No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer on the Notes or under this Indenture (other than with respect to Permitted Investments as to which such Person is the issuer) or any certificate or other writing delivered in connection herewith or therewith, against (i) any owner of an interest in the Issuer or (ii) any partner, owner, beneficiary, agent, officer, director, employee or Control Person of the Indenture Trustee in its individual capacity, the Indenture Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee does not have any such obligations in its individual capacity). It is understood that the foregoing provisions of this Section 11.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) limit the obligations or liabilities of any Affiliate of the Issuer under any Transaction Document to which such Affiliate is a party or by which it may be bound or (iii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this Indenture, and the same shall continue until paid or discharged. It is further understood that the foregoing provisions of this Section 11.13 shall not limit the right of any person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under the Notes or this Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such person or entity.

Section 11.14. Inspection.

The Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuer's normal business hours, to examine all the books of account, records, reports, and

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other papers of the Issuer, to make copies and extracts therefrom, to cause such books to be audited by independent certified public accountants, and to discuss the Issuer's affairs, finances and accounts relating to the Receivables with the Issuer's officers, employees, and independent certified public accountants, all at such reasonable times and as often as may be reasonably requested and at the Issuer's expense; provided, however, that (i) to the extent the Indenture Trustee exercises its rights under this Section 11.14 more than twice in any given calendar year, any expense incurred in connection with the exercise of such rights shall be subject to the approval of the Administrator and (ii) any expense incurred in connection with the exercise of such rights in excess of $5,000 per calendar year shall be subject to the approval of the Administrator; provided, further, the limitations set forth in this Section 11.14 shall be in addition to and in no way affect the terms and provisions of the Verification Agent Letter or any other Transaction Document; provided, further, that, no such limitations shall apply after the occurrence of an Event of Default or an Early Amortization Event. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) or the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder.

Section 11.15. Method of Payment.

Except as otherwise provided in Section 2.10(b), all amounts payable or to be remitted pursuant to this Indenture shall be paid or remitted or caused to be paid or remitted in immediately available funds by wire transfer to an account specified in writing by the recipient thereof.

Section 11.16. No Recourse.

It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by Wilmington Trust, National Association, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents.

Section 11.17. Wire Instructions.

Distribution of money to the Seller, the Depositor, the Issuer, the Agent, any Noteholder, the Owner Trustee and the Verification Agent in accordance with the terms and provisions of this Indenture shall be made to the applicable accounts set forth in Schedule VII hereto.

Section 11.18. Noteholder Consent

Whenever a Noteholder is requested to give any consent, approval or waiver in its capacity as Noteholder, each Noteholder to which such request was made shall respond to such request within two (2) Business Days; provided, that if a response is not received by the party authorized to make such request pursuant to the terms and provisions of the Transaction Documents (such party, the “Requesting Party”) from a Noteholder to which such request was made within two (2) Business Days, such request for consent, approval or waiver, as applicable, with respect to each such Noteholder shall be deemed to have been rejected.

[Signature Page Follows]

101

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the day and year first above written.

Nationstar Advance Funding Trust 2012-C

By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee

By: /s/ Christopher M. Cavalli_________________

Name:Christopher M. Cavalli

Title: Banking Officer

WELLS FARGO BANK, N.A.

as Indenture Trustee

By: /s/ Graham M. Oglesby___________________

Name: Graham M. Oglesby

Title: Vice President

102

EXHIBIT A-I

FORM OF VARIABLE FUNDING NOTE

THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE MAXIMUM NOTE BALANCE SHOWN ON THE FACE HEREOF.

THE FAILURE TO PROVIDE THE ISSUER, THE INDENTURE TRUSTEE AND ANY PAYING AGENT WITH THE APPLICABLE U.S. FEDERAL INCOME TAX CERTIFICATIONS (GENERALLY, AN INTERNAL REVENUE SERVICE FORM W-9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS A "UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR AN APPLICABLE INTERNAL REVENUE SERVICE FORM W-8 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS NOT A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE CODE) MAY RESULT IN U.S. FEDERAL BACK-UP WITHHOLDING FROM PAYMENTS TO THE HOLDER IN RESPECT OF THIS NOTE.

EACH HOLDER OF THIS NOTE OR INTERESTS HEREIN WILL HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE INDENTURE, INCLUDING THE REPRESENTATION AND AGREEMENT THAT IF IT IS AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) WHICH IS SUBJECT TO TITLE I OF ERISA OR A PLAN (AS DEFINED IN SECTION 4975(e)(1) OF THE CODE) WHICH IS SUBJECT TO SECTION 4975 OF THE CODE) OR A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), ITS PURCHASE, HOLDING AND DISPOSITION OF THE NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR, IN THE CASE OF A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN SUBJECT TO SIMILAR LAW, A NON-EXEMPT VIOLATION OF ANY SIMILAR LAW. ANY PURPORTED TRANSFER OF THIS NOTE TO A PURCHASER THAT DOES NOT COMPLY WITH THE ABOVE REQUIREMENTS SHALL BE NULL AND VOID AB INITIO.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE (A) IN COMPLIANCE WITH THE REQUIREMENTS OF THE INDENTURE AND (B) ONLY TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT AND WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”) AND THE RULES AND REGULATIONS THEREUNDER (AN “ELIGIBLE PURCHASER”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE 1940 ACT AND EACH SUCH PERSON WAS NOT FORMED, REFORMED, RECAPITALIZED, OPERATED OR ORGANIZED FOR THE SPECIFIC PURPOSE OF PURCHASING THE NOTES OR INVESTING IN THE ISSUER, (E) EITHER (X) IS NOT AN ENTITY ORGANIZED PRIOR TO APRIL 30, 1996 THAT IS

103

EXCEPTED FROM THE 1940 ACT PURSUANT TO SECTION 3(c)(1) OR 3(c)(7) THEREOF OR (Y) HAS RECEIVED THE CONSENT OF THE BENEFICIAL OWNERS OF ITS SECURITIES WITH RESPECT TO ITS TREATMENT AS A QUALIFIED PURCHASER IN THE MANNER REQUIRED BY SECTION 2(a)(51)(C) OF THE 1940 ACT AND THE RULES THEREUNDER. EACH PURCHASER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN WILL BE DEEMED TO REPRESENT THAT IT AGREES TO COMPLY WITH THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE WITHIN MENTIONED INDENTURE (THE “INDENTURE”), AND WILL NOT TRANSFER THIS SECURITY OR ANY BENEFICIAL OR ECONOMIC INTERESTS HEREIN EXCEPT IN COMPLIANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE TO AN ELIGIBLE PURCHASER WHO MAKES THE ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND AGREEMENTS REQUIRED THEREBY ON BEHALF OF ITSELF AND EACH ACCOUNT FOR WHICH IT IS PURCHASING. ANY PURPORTED TRANSFER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN THAT IS IN BREACH, AT THE TIME MADE, OF ANY TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE MAY BE VOID AB INITIO. IF AT ANY TIME THE ISSUER DETERMINES IN GOOD FAITH THAT A HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR BENEFICIAL INTERESTS HEREIN IS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN, THE ISSUER MAY IN ITS DISCRETION CONSIDER THE ACQUISITION BY SUCH HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR SUCH BENEFICIAL INTERESTS VOID AND OF NO FORCE AND EFFECT, AND SUCH ACQUISITION WILL NOT, AT THE DISCRETION OF ISSUER, OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE INDENTURE TRUSTEE UNDER THE INDENTURE, OR ANY OTHER INTERMEDIARY. IN ADDITION, THE ISSUER MAY REQUIRE SUCH ACQUIRER OR BENEFICIAL OWNER TO SELL THIS SECURITY OR SUCH BENEFICIAL INTERESTS TO AN ELIGIBLE PURCHASER.

EACH TRANSFEREE OF THIS NOTE SHALL PROVIDE THE INDENTURE TRUSTEE THE CERTIFICATION REQUIRED IN SECTION 2.05(c) OF THE INDENTURE.

Variable Funding Note Maximum Balance: As set forth in the Indenture

Note No.:[__]

A-I-2

Nationstar Advance Funding Trust 2012-C

ADVANCE RECEIVABLES BACKED NOTES, SERIES 2012-C

Nationstar Advance Funding Trust 2012-C, a Delaware statutory trust (the “Issuer”), for value received, hereby promises to pay to ____________________________, or registered assigns (the “Noteholder”), the principal sum of ___________________________ ($____) or so much thereof as may be advanced and outstanding hereunder and to pay interest on such principal sum or such part thereof as shall remain unpaid from time to time, at the rate and at the times provided in the Indenture.

Principal of this Note is payable on each Payment Date or such other date in an a amount as set forth in the Indenture. The outstanding Note Principal Balance of this Note bears interest at the applicable interest rate as set forth in the Indenture. On each Payment Date, amounts in respect of interest on this Note will be paid in an amount as set forth in the Indenture.

Capitalized terms used but not defined herein have the meanings set forth in the Indenture (as may be amended and restated from time to time, the “Indenture”), dated as of June 26, 2012, between the Issuer and Wells Fargo Bank, N.A., as Indenture Trustee (the “Indenture Trustee”).

[By its acceptance of this Note, each Noteholder covenants and agrees, until the earlier of (a) the termination of the Funding Period and (b) the Maturity Date, on each Funding Date to advance amounts in respect of Additional Note Balance hereunder to the Issuer, subject to and in accordance with the terms of the Indenture, the Receivables Purchase Agreement and the Note Purchase Agreement.][FOR “COMMITTED PURCHASER”]

In the event of an advance of Additional Note Balance by the Noteholders as provided in Section 2.01 of the Note Purchase Agreement, each Noteholder shall, and is hereby authorized to, record on the schedule attached to its Note the date and amount of any Additional Note Balance purchased by it, and each repayment thereof; provided, that failure to make any such recordation on such schedule or any error in such schedule shall not adversely affect any Noteholder's rights with respect to its Additional Note Balance and its right to receive interest payments in respect of the Additional Note Balance held by such Noteholder.

Absent manifest error, the Note Principal Balance of each Note as set forth in the notations made by the related Noteholder on such Note shall be binding upon the Indenture Trustee and the Issuer; provided, that failure by a Noteholder to make such recordation on its Note or any error in such notation shall not adversely affect any Noteholder's rights with respect to its Note Principal Balance and its right to receive principal and interest payments in respect thereof.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

The statements in the legend set forth above are an integral part of the terms of this Note and by acceptance hereof each Holder of this Note agrees to be subject to and bound by the terms and provisions set forth in such legend.

Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Indenture Trustee, by manual signature, this Note shall not entitle the Noteholder hereof to any benefit under the Indenture or the Note Purchase Agreement and/or be valid for any purpose.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND

A-I-3

PERFORMED WITHIN THE STATE OF NEW YORK AND WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PROVISIONS THEREOF.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Date: ___________________

NATIONSTAR ADVANCE FUNDING TRUST 2012-C

By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee

By:______________________________

Authorized Signatory

INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within‑mentioned Indenture.

Date: ___________________

WELLS FARGO BANK, N.A., not in its individual capacity but solely as Indenture Trustee

By:______________________________

Authorized Signatory

A-I-4

[Reverse Of Note]

This Note is one of the duly authorized Notes of the Issuer, designated as its Advance Receivables Backed Notes, Series 2012-C, (herein called the “Notes”), all issued under the Indenture. Reference is hereby made to the Indenture and all indentures supplemental thereto, and the Note Purchase Agreement for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. To the extent that any provision of this Note contradicts or is inconsistent with the provisions of the Indenture or the Note Purchase Agreement, the provisions of the Indenture or the Note Purchase Agreement, as applicable, shall control and supersede such contradictory or inconsistent provision herein. The Notes are subject to all terms of the Indenture and the Note Purchase Agreement.

The principal of and interest on this Note are payable 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. All payments made by the Issuer with respect to this Note shall be applied in accordance with the Indenture and the Note Purchase Agreement.

The entire unpaid principal amount and all accrued and unpaid interest of this Note shall be due and payable on the earlier of (i) any Redemption Date relating to a Total Redemption or other date set forth under Section 2.16 of the Indenture and (ii) the Stated Maturity. Notwithstanding the foregoing, the entire unpaid principal amount and all accrued and unpaid interest of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee, at the direction or upon the prior written consent of the Agent, acting with the consent of the Controlling Class Required Noteholders, has declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Notes shall be made to the Holders of the Notes entitled thereto as set forth in Section 2.10(c) of the Indenture.

The Collateral secures this Note and all other Notes equally and ratably without prejudice, priority or distinction between this Note and any other Note. The Notes are non‑recourse obligations of the Issuer and are limited in right of payment to amounts available from the Collateral, as provided in the Indenture. The Issuer shall not otherwise be liable for payments on the Notes, and none of the owners, agents, officers, directors, employees, or successors or assigns of the Issuer shall be personally liable for any amounts payable, or performance due, under the Notes or the Indenture.

Any installment of interest or principal on this Note shall be paid on the applicable Payment Date or such other date as set forth in the Indenture, as applicable, to the Person in whose name this Note (or one or more predecessor Notes) is registered in the Note Register as of the close of business on the related Record Date by wire transfer in immediately available funds to the account specified in writing by the related Noteholder to the extent provided by the Indenture and otherwise by check mailed to the Noteholder.

Any reduction in the principal amount of this Note (or any one or more predecessor Notes) effected by any payments made on any Funding Date, Payment Date or Redemption Date relating to a Partial Redemption, as applicable, shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. Any increase in the principal amount of this Note (or any one or more predecessor Notes) effected by payments to the Issuer of Additional Note Balances shall be binding upon the Issuer and shall inure to the benefit of all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange

A-I-5

hereof or in lieu hereof, whether or not noted hereon.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in the form attached hereto duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Securities Transfer Agent's Medallion Program (“STAMP”), and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the Issuer may require the related Noteholder to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder, by acceptance of a Note or a beneficial ownership interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or Owner Trustee in their individual capacities, (ii) any owner of a beneficial ownership interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or “control person” within the meaning of the 1933 Act and the 1934 Act of the Indenture Trustee or Owner Trustee in its individual capacity, any holder of a beneficial ownership interest in the Issuer or the Indenture Trustee or Owner Trustee or of any successor or assign of the Indenture Trustee or Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Each Noteholder, by acceptance of a Note or a beneficial ownership interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Issuer, or join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes or the Transaction Documents.

The Issuer has entered into the Indenture and this Note is issued with the intention that, for federal, state and local income and franchise tax purposes, the Notes will qualify as debt secured by the Collateral. Each Noteholder, by acceptance of a Note, agrees to treat the Notes for federal, state and local income and franchise tax purposes as debt unless required otherwise by law in a proceeding of final determination.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer pursuant to the terms and provisions of Article VIII of the Indenture. The Indenture also contains provisions permitting the Holders of Notes representing specified Percentage Interests of the Outstanding Notes, on behalf of all of the Noteholders, to waive compliance by the Issuer with certain provisions of the

A-I-6

Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of any Noteholder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Transaction Documents, none of the Issuer in its individual capacity, any owner of a beneficial interest in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Transaction Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

A-I-7

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:

*/

Signature Guaranteed:

*/

*/NOTICE:The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of STAMP.

A-I-8

Schedule to Series 2012-C Note

dated as of June 26, 2012

of Nationstar Advance Funding Trust 2012-C

Date of advance of Additional Note Balance	Amount of advance of Additional Note Balance	Percentage Interest	Aggregate Note Balance	Note Principal Balance of Note
		___%

A-I-9

Exhibit A-II-1

FORM OF FIXED RATE [__]% GLOBAL Term NOTE

THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE MAXIMUM NOTE BALANCE SHOWN ON THE FACE HEREOF.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), TO THE NOTE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF ANY AGENT MEMBER OF DTC (AND ANY PAYMENT IS MADE SUCH AGENT MEMBER), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE RELATED AGENT MEMBER, HAS AN INTEREST HEREIN.

TRANSFERS OF THIS NOTE IN WHOLE, BUT NOT IN PART, SHALL BE LIMITED TO TRANSFERS TO MEMBER AGENTS OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.

THE FAILURE TO PROVIDE THE ISSUER, THE INDENTURE TRUSTEE AND ANY PAYING AGENT WITH THE APPLICABLE U.S. FEDERAL INCOME TAX CERTIFICATIONS (GENERALLY, AN INTERNAL REVENUE SERVICE FORM W-9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS A "UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR AN APPLICABLE INTERNAL REVENUE SERVICE FORM W-8 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS NOT A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE CODE) MAY RESULT IN U.S. FEDERAL BACK-UP WITHHOLDING FROM PAYMENTS TO THE HOLDER IN RESPECT OF THIS NOTE.

EACH HOLDER OF THIS NOTE OR INTERESTS HEREIN WILL HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE INDENTURE, INCLUDING THE REPRESENTATION AND AGREEMENT THAT IF IT IS AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) WHICH IS SUBJECT TO TITLE I OF ERISA OR A PLAN (AS DEFINED IN SECTION 4975(e)(1) OF THE CODE) WHICH IS SUBJECT TO SECTION 4975 OF THE CODE) OR A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), ITS PURCHASE, HOLDING AND DISPOSITION OF THE NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR, IN THE CASE OF A GOVERNMENTAL,

A-I-10

CHURCH, NON-U.S. OR OTHER PLAN SUBJECT TO SIMILAR LAW, A NON-EXEMPT VIOLATION OF ANY SIMILAR LAW. ANY PURPORTED TRANSFER OF THIS NOTE TO A PURCHASER THAT DOES NOT COMPLY WITH THE ABOVE REQUIREMENTS SHALL BE NULL AND VOID AB INITIO.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE (A) IN COMPLIANCE WITH THE REQUIREMENTS OF THE INDENTURE AND (B) ONLY TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT AND WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”) AND THE RULES AND REGULATIONS THEREUNDER (AN “ELIGIBLE PURCHASER”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE 1940 ACT AND EACH SUCH PERSON WAS NOT FORMED, REFORMED, RECAPITALIZED, OPERATED OR ORGANIZED FOR THE SPECIFIC PURPOSE OF PURCHASING THE NOTES OR INVESTING IN THE ISSUER, (E) EITHER (X) IS NOT AN ENTITY ORGANIZED PRIOR TO APRIL 30, 1996 THAT IS EXCEPTED FROM THE 1940 ACT PURSUANT TO SECTION 3(c)(1) OR 3(c)(7) THEREOF OR (Y) HAS RECEIVED THE CONSENT OF THE BENEFICIAL OWNERS OF ITS SECURITIES WITH RESPECT TO ITS TREATMENT AS A QUALIFIED PURCHASER IN THE MANNER REQUIRED BY SECTION 2(a)(51)(C) OF THE 1940 ACT AND THE RULES THEREUNDER. EACH PURCHASER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN WILL BE DEEMED TO REPRESENT THAT IT AGREES TO COMPLY WITH THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE WITHIN MENTIONED INDENTURE (THE “INDENTURE”), AND WILL NOT TRANSFER THIS SECURITY OR ANY BENEFICIAL OR ECONOMIC INTERESTS HEREIN EXCEPT IN COMPLIANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE TO AN ELIGIBLE PURCHASER WHO MAKES THE ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND AGREEMENTS REQUIRED THEREBY ON BEHALF OF ITSELF AND EACH ACCOUNT FOR WHICH IT IS PURCHASING. ANY PURPORTED TRANSFER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN THAT IS IN BREACH, AT THE TIME MADE, OF ANY TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE MAY BE VOID AB INITIO. IF AT ANY TIME THE ISSUER DETERMINES IN GOOD FAITH THAT A HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR BENEFICIAL INTERESTS HEREIN IS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN, THE ISSUER MAY IN ITS DISCRETION CONSIDER THE ACQUISITION BY SUCH HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR SUCH BENEFICIAL INTERESTS VOID AND OF NO FORCE AND EFFECT, AND SUCH ACQUISITION WILL NOT, AT THE DISCRETION OF ISSUER, OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE INDENTURE TRUSTEE UNDER THE INDENTURE, OR ANY OTHER INTERMEDIARY. IN ADDITION, THE ISSUER MAY REQUIRE SUCH ACQUIRER OR BENEFICIAL OWNER TO SELL THIS SECURITY OR SUCH BENEFICIAL INTERESTS TO AN ELIGIBLE PURCHASER.

A-II-12

EACH TRANSFEREE OF THIS NOTE SHALL PROVIDE THE INDENTURE TRUSTEE THE CERTIFICATION REQUIRED IN SECTION 2.05(c) OF THE INDENTURE.

Maximum Note Balance: As set forth in the Indenture

Term Note Principal Balance: $

Note No.:

A-II-13

Nationstar Advance Funding Trust 2012-C

ADVANCE RECEIVABLES BACKED NOTES, SERIES 2012-C

Nationstar Advance Funding Trust 2012-C, a Delaware statutory trust (the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns (the “Noteholder”), the principal sum of [______________] ($[_________]) or so much thereof as may be advanced and outstanding hereunder and to pay interest on such principal sum or such part thereof as shall remain unpaid from time to time, at the rate and at the times provided in the Indenture.

Principal of this Note is payable on each Payment Date or such other date in an amount as set forth in the Indenture. The Outstanding Note Principal Balance of this Note bears interest at the applicable interest rate as set forth in the Indenture. On each Payment Date, amounts in respect of interest on this Note will be paid in an amount as set forth in the Indenture.

Capitalized terms used but not defined herein have the meanings set forth in the Indenture (as may be amended and restated from time to time, the “Indenture”), dated as of June 26, 2012, between the Issuer and Wells Fargo Bank, N.A., as Indenture Trustee (the “Indenture Trustee”).

In the event of an applicable payment of principal on the Notes, in accordance with the terms and provisions of the Indenture, each Noteholder shall, and is hereby authorized to, record on the schedule attached to its Note the date and amount of the remaining Note Principal Balance of such Note. Absent manifest error, the Note Principal Balance of each Note as set forth in the notations made by the related Noteholder on such Note shall be binding upon the Indenture Trustee and the Issuer; provided, that failure by a Noteholder to make such recordation on its Note or any error in such notation shall not adversely affect any Noteholder's rights with respect to its Note Principal Balance and its right to receive principal and interest payments in respect thereof.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

The statements in the legend set forth above are an integral part of the terms of this Note and by acceptance hereof each Holder of this Note agrees to be subject to and bound by the terms and provisions set forth in such legend.

Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Indenture Trustee, by manual signature, this Note shall not entitle the Noteholder hereof to any benefit under the Indenture and/or be valid for any purpose.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK AND WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PROVISIONS THEREOF.

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Date: ___________________

NATIONSTAR ADVANCE FUNDING TRUST 2012-C

By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee

By:______________________________

Authorized Signatory

INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within‑mentioned Indenture.

Date: ___________________

WELLS FARGO BANK, N.A., not in its individual capacity but solely as Indenture Trustee

By:______________________________

Authorized Signatory

[Reverse Of Note]

This Note is one of the duly authorized Notes of the Issuer, designated as its Advance

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Receivables Backed Notes, Series 2012-C (herein called the “Notes”), all issued under the Indenture. Reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. To the extent that any provision of this Note contradicts or is inconsistent with the provisions of the Indenture, the provisions of the Indenture shall control and supersede such contradictory or inconsistent provision herein. The Notes are subject to all terms of the Indenture.

The principal of and interest on this Note are payable 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. All payments made by the Issuer with respect to this Note shall be applied in accordance with the Indenture.

The entire unpaid principal amount and all accrued and unpaid interest of this Note shall be due and payable on the earlier of (i) any Redemption Date relating to a Total Redemption or other date set forth under Section 2.16 of the Indenture and (ii) the Stated Maturity. Notwithstanding the foregoing, the entire unpaid principal amount and all accrued and unpaid interest of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee, at the direction or upon the prior written consent of the Agent, acting with the consent of the Controlling Class Required Noteholders, has declared the Notes to be immediately due and payable in the manner provided in the Indenture. All applicable principal payments on the Notes shall be made to the Holders of the Notes entitled thereto as set forth in Section 2.10(c) of the Indenture.

The Collateral secures this Note and all other Notes equally and ratably without prejudice, priority or distinction between this Note and any other Note. The Notes are non‑recourse obligations of the Issuer and are limited in right of payment to amounts available from the Collateral, as provided in the Indenture. The Issuer shall not otherwise be liable for payments on the Notes, and none of the owners, agents, officers, directors, employees, or successors or assigns of the Issuer shall be personally liable for any amounts payable, or performance due, under the Notes or the Indenture.

Any installment of interest or principal on this Note shall be paid on the applicable Payment Date or such other date as set forth in the Indenture, as applicable, to the Person in whose name this Note (or one or more predecessor Notes) is registered in the Note Register as of the close of business on the related Record Date by wire transfer in immediately available funds to the account specified in writing by the related Noteholder to the extent provided by the Indenture and otherwise by check mailed to the Noteholder.

Any reduction in the principal amount of this Note (or any one or more predecessor Notes) effected by any payments made on any applicable Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in the form attached hereto duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Securities Transfer Agent's Medallion Program (“STAMP”), and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees.

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No service charge will be charged for any registration of transfer or exchange of this Note, but the Issuer may require the related Noteholder to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder, by acceptance of a Note or a beneficial ownership interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or Owner Trustee in their individual capacities, (ii) any owner of a beneficial ownership interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or “control person” within the meaning of the 1933 Act and the 1934 Act of the Indenture Trustee or Owner Trustee in its individual capacity, any holder of a beneficial ownership interest in the Issuer or the Indenture Trustee or Owner Trustee or of any successor or assign of the Indenture Trustee or Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Each Noteholder, by acceptance of a Note or a beneficial ownership interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Issuer, or join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes or the Transaction Documents.

The Issuer has entered into the Indenture and this Note is issued with the intention that, for federal, state and local income and franchise tax purposes, the Notes will qualify as debt secured by the Collateral. Each Noteholder, by acceptance of a Note, agrees to treat the Notes for federal, state and local income and franchise tax purposes as debt unless required otherwise by law in a proceeding of final determination.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer pursuant to the terms and provisions of Article VIII of the Indenture. The Indenture also contains provisions permitting the Holders of Notes representing specified Percentage Interests of the Outstanding Notes, on behalf of all of the Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of any Noteholder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the

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Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Transaction Documents, none of the Issuer in its individual capacity, any owner of a beneficial interest in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Transaction Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

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ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:

*/

Signature Guaranteed:

*/

*/NOTICE:The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of STAMP.

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Schedule to Series 2012-C Note

dated as of June 26, 2012

of Nationstar Advance Funding Trust 2012-C

Payment Date	Amount of principal payment	Percentage Interest	Aggregate Note Balance	Note Principal Balance of Note
		___%

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Exhibit A-II-2

FORM OF FIXED RATE [__]% Certificated Term NOTE

THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE MAXIMUM NOTE BALANCE SHOWN ON THE FACE HEREOF.

THE FAILURE TO PROVIDE THE ISSUER, THE INDENTURE TRUSTEE AND ANY PAYING AGENT WITH THE APPLICABLE U.S. FEDERAL INCOME TAX CERTIFICATIONS (GENERALLY, AN INTERNAL REVENUE SERVICE FORM W-9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS A "UNITED STATES PERSON" WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR AN APPLICABLE INTERNAL REVENUE SERVICE FORM W-8 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS NOT A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE CODE) MAY RESULT IN U.S. FEDERAL BACK-UP WITHHOLDING FROM PAYMENTS TO THE HOLDER IN RESPECT OF THIS NOTE.

EACH HOLDER OF THIS NOTE OR INTERESTS HEREIN WILL HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE INDENTURE, INCLUDING THE REPRESENTATION AND AGREEMENT THAT IF IT IS AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) WHICH IS SUBJECT TO TITLE I OF ERISA OR A PLAN (AS DEFINED IN SECTION 4975(e)(1) OF THE CODE) WHICH IS SUBJECT TO SECTION 4975 OF THE CODE) (“SIMILAR LAW”) OR A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, ITS PURCHASE, HOLDING AND DISPOSITION OF THE NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR, IN THE CASE OF A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN SUBJECT TO SIMILAR LAW, A NON-EXEMPT VIOLATION OF ANY SIMILAR LAW. ANY PURPORTED TRANSFER OF THIS NOTE TO A PURCHASER THAT DOES NOT COMPLY WITH THE ABOVE REQUIREMENTS SHALL BE NULL AND VOID AB INITIO.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE (A) IN COMPLIANCE WITH THE REQUIREMENTS OF THE INDENTURE AND (B) ONLY TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT AND WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”) AND THE RULES AND REGULATIONS THEREUNDER (AN “ELIGIBLE PURCHASER”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE 1940 ACT AND EACH SUCH PERSON WAS NOT FORMED, REFORMED, RECAPITALIZED, OPERATED OR ORGANIZED FOR THE SPECIFIC PURPOSE OF PURCHASING THE NOTES OR INVESTING IN THE

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ISSUER, (E) EITHER (X) IS NOT AN ENTITY ORGANIZED PRIOR TO APRIL 30, 1996 THAT IS EXCEPTED FROM THE 1940 ACT PURSUANT TO SECTION 3(c)(1) OR 3(c)(7) THEREOF OR (Y) HAS RECEIVED THE CONSENT OF THE BENEFICIAL OWNERS OF ITS SECURITIES WITH RESPECT TO ITS TREATMENT AS A QUALIFIED PURCHASER IN THE MANNER REQUIRED BY SECTION 2(a)(51)(C) OF THE 1940 ACT AND THE RULES THEREUNDER. EACH PURCHASER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN WILL BE DEEMED TO REPRESENT THAT IT AGREES TO COMPLY WITH THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE WITHIN MENTIONED INDENTURE (THE “INDENTURE”), AND WILL NOT TRANSFER THIS SECURITY OR ANY BENEFICIAL OR ECONOMIC INTERESTS HEREIN EXCEPT IN COMPLIANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE TO AN ELIGIBLE PURCHASER WHO MAKES THE ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND AGREEMENTS REQUIRED THEREBY ON BEHALF OF ITSELF AND EACH ACCOUNT FOR WHICH IT IS PURCHASING. ANY PURPORTED TRANSFER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN THAT IS IN BREACH, AT THE TIME MADE, OF ANY TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE MAY BE VOID AB INITIO. IF AT ANY TIME THE ISSUER DETERMINES IN GOOD FAITH THAT A HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR BENEFICIAL INTERESTS HEREIN IS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN, THE ISSUER MAY IN ITS DISCRETION CONSIDER THE ACQUISITION BY SUCH HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR SUCH BENEFICIAL INTERESTS VOID AND OF NO FORCE AND EFFECT, AND SUCH ACQUISITION WILL NOT, AT THE DISCRETION OF ISSUER, OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE INDENTURE TRUSTEE UNDER THE INDENTURE, OR ANY OTHER INTERMEDIARY. IN ADDITION, THE ISSUER MAY REQUIRE SUCH ACQUIRER OR BENEFICIAL OWNER TO SELL THIS SECURITY OR SUCH BENEFICIAL INTERESTS TO AN ELIGIBLE PURCHASER.

EACH TRANSFEREE OF THIS NOTE SHALL PROVIDE THE INDENTURE TRUSTEE THE CERTIFICATION REQUIRED IN SECTION 2.05(c) OF THE INDENTURE.

Maximum Note Balance: As set forth in the Indenture

Term Note Principal Balance: $[_______]

Note No.:

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Nationstar Advance Funding Trust 2012-C

ADVANCE RECEIVABLES BACKED NOTES, SERIES 2012-C

Nationstar Advance Funding Trust 2012-C, a Delaware statutory trust (the “Issuer”), for value received, hereby promises to pay to [______________], or registered assigns (the “Noteholder”), the principal sum of [______________] ($[_________]) or so much thereof as may be advanced and outstanding hereunder and to pay interest on such principal sum or such part thereof as shall remain unpaid from time to time, at the rate and at the times provided in the Indenture.

Principal of this Note is payable on each Payment Date or such other date in an amount as set forth in the Indenture. The Outstanding Note Principal Balance of this Note bears interest at the applicable interest rate as set forth in the Indenture. On each Payment Date, amounts in respect of interest on this Note will be paid in an amount as set forth in the Indenture.

Capitalized terms used but not defined herein have the meanings set forth in the Indenture (as may be amended and restated from time to time, the “Indenture”), dated as of June 26, 2012, between the Issuer and Wells Fargo Bank, N.A., as Indenture Trustee (the “Indenture Trustee”).

In the event of an applicable payment of principal on the Notes, in accordance with the terms and provisions of the Indenture, each Noteholder shall, and is hereby authorized to, record on the schedule attached to its Note the date and amount of the remaining Note Principal Balance of such Note. Absent manifest error, the Note Principal Balance of each Note as set forth in the notations made by the related Noteholder on such Note shall be binding upon the Indenture Trustee and the Issuer; provided, that failure by a Noteholder to make such recordation on its Note or any error in such notation shall not adversely affect any Noteholder's rights with respect to its Note Principal Balance and its right to receive principal and interest payments in respect thereof.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

The statements in the legend set forth above are an integral part of the terms of this Note and by acceptance hereof each Holder of this Note agrees to be subject to and bound by the terms and provisions set forth in such legend.

Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Indenture Trustee, by manual signature, this Note shall not entitle the Noteholder hereof to any benefit under the Indenture and/or be valid for any purpose.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK AND WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PROVISIONS THEREOF.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.

Date: ___________________

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NATIONSTAR ADVANCE FUNDING TRUST 2012-C

By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee

By:______________________________

Authorized Signatory

INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within‑mentioned Indenture.

Date: ___________________

WELLS FARGO BANK, N.A., not in its individual capacity but solely as Indenture Trustee

By:______________________________

Authorized Signatory

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[Reverse Of Note]

This Note is one of the duly authorized Notes of the Issuer, designated as its Advance Receivables Backed Notes, Series 2012-C, (herein called the “Notes”), all issued under the Indenture. Reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. To the extent that any provision of this Note contradicts or is inconsistent with the provisions of the Indenture, the provisions of the Indenture shall control and supersede such contradictory or inconsistent provision herein. The Notes are subject to all terms of the Indenture.

The principal of and interest on this Note are payable 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. All payments made by the Issuer with respect to this Note shall be applied in accordance with the Indenture.

The entire unpaid principal amount and all accrued and unpaid interest of this Note shall be due and payable on the earlier of (i) any Redemption Date relating to a Total Redemption or other date set forth under Section 2.16 of the Indenture and on the Stated Maturity. Notwithstanding the foregoing, the entire unpaid principal amount and all accrued and unpaid interest of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee, at the direction or upon the prior written consent of the Agent, acting with the consent of the Controlling Class Required Noteholders, has declared the Notes to be immediately due and payable in the manner provided in the Indenture. All applicable principal payments on the Notes shall be made to the Holders of the Notes entitled thereto as set forth in Section 2.10(c) of the Indenture.

The Collateral secures this Note and all other Notes equally and ratably without prejudice, priority or distinction between this Note and any other Note. The Notes are non‑recourse obligations of the Issuer and are limited in right of payment to amounts available from the Collateral, as provided in the Indenture. The Issuer shall not otherwise be liable for payments on the Notes, and none of the owners, agents, officers, directors, employees, or successors or assigns of the Issuer shall be personally liable for any amounts payable, or performance due, under the Notes or the Indenture.

Any installment of interest or principal on this Note shall be paid on the applicable Payment Date or such other date as set forth in the Indenture, as applicable, to the Person in whose name this Note (or one or more predecessor Notes) is registered in the Note Register as of the close of business on the related Record Date by wire transfer in immediately available funds to the account specified in writing by the related Noteholder to the extent provided by the Indenture and otherwise by check mailed to the Noteholder.

Any reduction in the principal amount of this Note (or any one or more predecessor Notes) effected by any payments made on any applicable Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in the form attached hereto duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Securities Transfer Agent's Medallion Program (“STAMP”), and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration

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of transfer or exchange of this Note, but the Issuer may require the Noteholder to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder, by acceptance of a Note or a beneficial ownership interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or Owner Trustee in their individual capacities, (ii) any owner of a beneficial ownership interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or “control person” within the meaning of the 1933 Act and the 1934 Act of the Indenture Trustee or Owner Trustee in its individual capacity, any holder of a beneficial ownership interest in the Issuer or the Indenture Trustee or Owner Trustee or of any successor or assign of the Indenture Trustee or Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Each Noteholder, by acceptance of a Note or a beneficial ownership interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Issuer, or join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes or the Transaction Documents.

The Issuer has entered into the Indenture and this Note is issued with the intention that, for federal, state and local income and franchise tax purposes, the Notes will qualify as debt secured by the Collateral. Each Noteholder, by acceptance of a Note, agrees to treat the Notes for federal, state and local income and franchise tax purposes as debt unless required otherwise by law in a proceeding of final determination.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Noteholders. The Indenture also contains provisions permitting the Holders of Notes representing specified Percentage Interests of the Outstanding Notes, on behalf of all of the Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of any Noteholder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture,

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subject to certain limitations therein set forth.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Transaction Documents, none of the Issuer in its individual capacity, any owner of a beneficial interest in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Transaction Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

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ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:

*/

Signature Guaranteed:

*/

*/NOTICE:The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of STAMP.

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Schedule to Series 2012-C Note

dated as of June 26, 2012

of Nationstar Advance Funding Trust 2012-C

Payment Date	Amount of principal payment	Percentage Interest	Aggregate Note Balance	Note Principal Balance of Note
		___%

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EXHIBIT B

FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF NOTES TO QUALIFIED INSTITUTIONAL BUYERS / QUALIFIED PURCHASERS

[Date]

WELLS FARGO BANK, N.A.

Wells Fargo Center

Sixth and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services - Nationstar 2012-C

Re:Nationstar Advance Funding Trust 2012-C, Advance Receivables Backed Notes, Series 2012-C (the “Notes”)

Ladies and Gentlemen:

This letter is delivered to you in connection with the transfer by ____________________ (the “Transferor”) to _____________________________ (the “Transferee”) of the [Variable Funding][Term] Notes having an [Variable Funding][Term] Initial Principal Balance as of [________________] of $______________. The Notes were issued pursuant to an Indenture, dated as of June 26, 2012 (the “Indenture”), between Nationstar Advance Funding Trust 2012-C as issuer and Wells Fargo Bank, N.A. as indenture trustee. All terms used herein and not otherwise defined shall have the meanings set forth in the Indenture. The Transferee hereby certifies, represents and warrants to you, as Note Registrar, that:

1.The Transferee is (i) a “qualified institutional buyer” (a “Qualified Institutional Buyer”) as that term is defined in Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “1933 Act”), and (ii) a “qualified purchaser” (a “Qualified Purchaser”) as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “1940 Act”) and the rules and regulations thereunder, and has completed the form of certification to that effect attached hereto as Annex 1. The Transferee is acquiring the Note for its own account or for the account of a Qualified Institutional Buyer (who is a Qualified Purchaser), and understands that such Note may be resold, pledged or transferred only (i) to a person reasonably believed to be a Qualified Institutional Buyer (who is a Qualified Purchaser) that purchases for its own account or for the account of a Qualified Institutional Buyer and Qualified Purchaser.

2.The Transferee understands that it may not sell or otherwise transfer any Note except in compliance with the provisions of the Indenture, which provisions it has carefully reviewed, and that each Note will bear the following legend:

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE (A) COMPLIANCE WITH THE REQUIREMENTS OF THE INDENTURE AND (B) ONLY TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT AND WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”) AND THE RULES AND REGULATIONS

A-II-2-10

THEREUNDER, (AN “ELIGIBLE PURCHASER”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER WHO IS A QUALIFIED PURCHASER UNDER SECTION 2(a)(51) OF THE 1940 ACT AND EACH SUCH PERSON WAS NOT FORMED, REFORMED, RECAPITALIZED, OPERATED OR ORGANIZED FOR THE SPECIFIC PURPOSE OF PURCHASING THE NOTES OR INVESTING IN THE ISSUER, (E) EITHER (X) IS NOT AN ENTITY ORGANIZED PRIOR TO APRIL 30, 1996 THAT IS EXCEPTED FROM THE 1940 ACT PURSUANT TO SECTION 3(c)(1) OR 3(c)(7) THEREOF OR (Y) HAS RECEIVED THE CONSENT OF THE BENEFICIAL OWNERS OF ITS SECURITIES WITH RESPECT TO ITS TREATMENT AS A QUALIFIED PURCHASER IN THE MANNER REQUIRED BY SECTION 2(a)(51)(C) OF THE 1940 ACT AND THE RULES THEREUNDER. EACH PURCHASER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN WILL BE DEEMED TO REPRESENT THAT IT AGREES TO COMPLY WITH THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE WITHIN MENTIONED INDENTURE (THE “INDENTURE”), AND WILL NOT TRANSFER THIS SECURITY OR ANY BENEFICIAL OR ECONOMIC INTERESTS HEREIN EXCEPT IN COMPLIANCE WITH THE TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE TO AN ELIGIBLE PURCHASER WHO MAKES THE ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND AGREEMENTS REQUIRED THEREBY ON BEHALF OF ITSELF AND EACH ACCOUNT FOR WHICH IT IS PURCHASING. ANY PURPORTED TRANSFER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN THAT IS IN BREACH, AT THE TIME MADE, OF ANY TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE MAY BE VOID AB INITIO. IF AT ANY TIME THE ISSUER DETERMINES IN GOOD FAITH THAT A HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR BENEFICIAL INTERESTS HEREIN IS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN, THE ISSUER MAY IN THEIR DISCRETION CONSIDER THE ACQUISITION BY SUCH HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR SUCH BENEFICIAL INTERESTS VOID AND OF NO FORCE AND EFFECT, AND SUCH ACQUISITION WILL NOT, AT THE DISCRETION OF ISSUER, OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE INDENTURE TRUSTEE UNDER THE INDENTURE, OR ANY OTHER INTERMEDIARY. IN ADDITION, THE ISSUER MAY REQUIRE SUCH ACQUIRER OR BENEFICIAL OWNER TO SELL THIS SECURITY OR SUCH BENEFICIAL INTERESTS TO AN ELIGIBLE PURCHASER..

3.The Transferee represents that either: (a) it is not, and is not purchasing on behalf of, as a fiduciary of, as a trustee of or with assets of an employee benefit plan or plan subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or to any federal, state, local, non-U.S. or other law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”), (collectively, a “Plan”) nor a person acting on behalf of any Plan nor a person using the assets of any Plan to effect such transfer, unless it represents and warrants that the acquisition, holding and disposition of this Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or any Similar Law because it will satisfy the requirements for exemptive relief under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code, or Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or another applicable administrative or statutory exemption or, in the case

B-2

of a Plan subject to Similar Law, will not result in a non-exempt violation of Similar Law.

Very truly yours,

(Transferor)

By: ____________________________

Name:

Title:

B-3

ANNEX 1 TO EXHIBIT B

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A/QUALIFIED PURCHASER STATUS UNDER SECTION 2(a)(51)

[for Transferees other than Registered Investment Companies]

The undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and [name of Note Registrar], as Note Registrar, with respect to the [Variable Funding][Term] Note No. [__] (the “Notes”) being transferred as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:

1.As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity purchasing the Notes (the “Transferee”).

2.The Transferee is a “qualified institutional buyer” as that term is defined in Rule l44A under the Securities Act of 1933 (“Rule 144A”) because (i) the Transferee owned and/or invested on a discretionary basis $100,000,000 or more in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the category marked below.

Corporation, etc. The Transferee is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

Bank. The Transferee (a) is a national bank or a banking institution organized under the laws of any State, U.S. territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Note in the case of a U.S. bank, and not more than 18 months preceding such date of sale for a foreign bank or equivalent institution.

Savings and Loan. The Transferee (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a state or federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Note in the case of a U.S. savings and loan association, and not more than 18 months preceding such date of sale for a foreign savings and loan association or equivalent institution.

Broker‑dealer. The Transferee is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.

Insurance Company. The Transferee is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner

B-4

or a similar official or agency of a State, U.S. territory or the District of Columbia.

State or Local Plan. The Transferee is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees.

ERISA Plan. The Transferee is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended.

Investment Advisor. The Transferee is an investment advisor registered under the Investment Advisers Act of 1940, as amended.

Other. (Please supply a brief description of the entity and a cross‑reference to the paragraph and subparagraph under subsection (a)(1) of Rule 144A pursuant to which it qualifies.)

3.The Transferee is a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended, together with the rules and regulations thereunder (the “1940 Act”), and is aware that the Issuer will not be registered under the 1940 Act in reliance on the exemption set forth in Section 3(c)(7) thereof and that the Notes have not been and will not be registered under the Securities Act of 1933, as amended. The Transferee further represents and warrants that:

(A)it is not purchasing the Notes with a view to the resale, distribution or other disposition thereof in violation of the Securities Exchange Act of 1934, as amended, and will not sell participation interests in the notes or enter into any other arrangement pursuant to which any other person will be entitled to an interest in any payments on or based on the notes;

(B)it is not a broker-dealer that owns and invests on a discretionary basis less than $25 million in securities of unaffiliated issuers;

(C)it is not a participant-directed employee plan, such as a 401(k) plan, as referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(i)(F) of Rule 144A that holds the assets of such a plan;

(D)it is not (x) a partnership, common trust fund, special trust, pension fund or retirement plan or other entity in which the partners, beneficiaries, security owners or participants, as the case may be, may designate the particular investments to be made or the allocation thereof, unless each such partner, beneficiary, security owner or participant empowered alone or with other partners or participants to make such decisions meets all requirements set forth herein for qualification as an eligible purchaser, or (y) an entity that has invested more than 40% of its assets in securities of the Issuer, giving effect to the amount invested in connection with its acquisition of the notes or a beneficial interest therein, unless each beneficial owner of the eligible purchaser's securities meets all requirements set forth herein for qualification as an eligible purchaser;

(E)it either (x) is not an entity organized prior to April 30, 1996 that is excepted from the 1940 Act pursuant to section 3(c)(1) or 3(c)(7) thereof or (y) has received the consent of the beneficial owners of its securities with respect to its treatment as a “qualified purchaser” in the manner required by section 2(a)(51)(C) of the 1940 Act and the rules thereunder;

(F) it acknowledges that the Notes are being offered only in a transaction not involving any public offering within the meaning of the Securities Act of 1933, as amended, and that the Notes

B-5

have not been and will not be registered under the Securities Act of 1933, as amended, and the Issuer has not been and will not be registered under the 1940 Act; and

(G) if in the future it decides to offer, resell, pledge or otherwise transfer the Notes or beneficial or economic interests therein, such Notes or interests may be offered, resold, pledged or otherwise transferred only to a transferee who first provides a certificate in the form of this Exhibit B of the Indenture on behalf of itself and each account for which it is purchasing.

4.The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Transferee, (ii) securities that are part of an unsold allotment to or subscription by the Transferee, if the Transferee is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee did not include any of the securities referred to in this paragraph.

5.For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee used the cost of such securities to the Transferee, unless the Transferee reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities were valued at market. Further, in determining such aggregate amount, the Transferee may have included securities owned by subsidiaries of the Transferee, but only if such subsidiaries are consolidated with the Transferee in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Transferee's direction. However, such securities were not included if the Transferee is a majority‑owned, consolidated subsidiary of another enterprise and the Transferee is not itself a reporting company under the Securities Exchange Act of 1934, as amended.

6.____ ____Will the Transferee be purchasing the Notes

YesNoonly for the Transferee's own account?

If the answer to the foregoing question is “no,” then in each case where the Transferee is purchasing for an account other than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning of Rule l44A and a “qualified purchaser” under Section 2(a)(51) and the rules and regulations thereunder, and the “qualified institutional buyer” and “qualified purchaser” status of such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A and such third party has represented that it is a “qualified purchaser” under Section 2(a)(51) and the rules and regulations thereunder.

B-6

8.The Transferee will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Transferee's purchase of the Notes will constitute a reaffirmation of this certification as of the date of such purchase. In addition, if the Transferee is a bank or savings and loan as provided above, the Transferee agrees that it will furnish to such parties any updated annual financial statements that become available on or before the date of such purchase, promptly after they become available.

Print Name of Transferee

By: ____________________________

Name:

Title:

Date:

B-7

EXHIBIT C

FORM OF MONTHLY SERVICER REPORT

C-1

B-8

EXHIBIT D

FORM OF payment date report

D-1

EXHIBIT E

FORM OF FUNDING DATE REPORT

E-1

EXHIBIT F

FORM OF TRUSTEE REPORT

F-1

EXHIBIT G

FORM OF CALCULATION AGENT REPORT

G-1

EXHIBIT H

Form of ASSIGNMENT OF RECEIVABLES AND

SCHEDULES OF SECURITIZATION TRUSTS

[DATE]

Wells Fargo Bank, N.A.

9062 Old Annapolis Road

Columbia, Maryland 20145-1951

Attention: Client Manager - Nationstar 2012-C

American Mortgage Consultants, Inc.

335 Madison Avenue, 27th Floor

New York, New York 10017

Attention: [______________]

Credit Suisse AG, New York Branch

Eleven Madison Avenue

New York, New York 10010

Re: Assignment of Receivables and Schedule of Securitization Trusts

This Assignment of Receivables and Schedule of Securitization Trusts (the “Schedule”) is a schedule to and is hereby incorporated by this reference into a certain Indenture (the “Indenture”), dated as of June 26, 2012, by and between Nationstar Advance Funding Trust 2012-C, a Delaware statutory trust (the “Issuer”), and Wells Fargo Bank, N.A. (the “Indenture Trustee”). All capitalized terms used herein shall have the meanings set forth in, or referred to in, the Indenture.

By its signature to this Schedule, in accordance with Section 2.01 of the Receivables Purchase Agreement, the Seller has sold, assigned, conveyed and transferred to the Depositor and the Depositor has hereby sold, assigned, conveyed, contributed and transferred to the Issuer and its assignees, without recourse, but subject to the terms of the Receivables Purchase Agreement, all of the Seller's or Depositor's, as applicable, right, title and interest in, to and under its rights to reimbursement for Delinquency Advances and Servicing Advances made by the Seller, as Servicer, and existing as of the above date of conveyance under each Securitization Trust listed on Schedule I through Schedule III attached hereto.

I-A-1

Upon delivery of an executed Schedule, written confirmation from the Agent that the Securitization Trusts listed on the attached schedules are satisfactory to the Agent and satisfaction of the conditions set forth in Section 7.03 of the Indenture, Schedule I through Schedule III of the Indenture shall be amended to

include the Securitization Trusts set forth on Schedule I through Schedule III on this Schedule without any further act.

NATIONSTAR MORTGAGE LLC, as Administrator

By:__________________________________

Name:

Title:

NATIONSTAR ADVANCE FUNDING TRUST 2012-C

By: Nationstar Mortgage LLC, its Administrator

By:_________________________________

Name:

Title:

Acknowledged and Agreed:

CREDIT SUISSE AG, NEW YORK BRANCH, as Agent

By:____________________________

Name:

Title:

I-A-2

SCHEDULE I-A

SCHEDULE OF LOAN-LEVEL SERVICING ADVANCE SECURITIZATION TRUSTS

958	UNION PLANTERS
B72	Wells Fargo Master MLSA 12-01-11
C05	ING Direct 2004-4
C11	Associated 2004-1A
C50	Associated 2004-2
C70	Associated 2004-4
C77	ING Direct 2004-10
E01	ING Direct 2005-2
E02	ING Direct 2005-4
E14	ING Direct 2005-3
E25	ING Direct 2005-6
E33	Capitol Federal 2005-5
E44	Bank of America 2005-4
E55	ING Direct 2005-8
E79	Associated 2005-2
E80	ING Direct 2005-9
E84	Capitol Federal 2005-12
H74	BANK OF THE WEST
H85	HUDSON CITY 2008-1
H91	RAYMOND JAMES BANK 2008-2
J48	THE WASHINGTON TRUST COMPANY 2008-3
J54	WACHOVIA 2009-1/ Non-pledged loans (F16,F17, F18)
J92	MIDFIRST 2008-2
L73	Greenpoint 2003-8
M81	QUAKER 2001 WL-1
R66	U.S. Bank, N.A. f/k/a California National Bank
U84	Gonzalo Res Inv Trust
U87	AFR - MASS MUTUAL
U91	AFR DLJ Buyouts
U95	LEHMAN COMMERCIAL PAPER INC
AR8	LXS 2006-GP3
ARL	LXS 2006-GP4
ARO	LXS 2006-GP4
ARP	LXS 2006-GP4
C01	SAIL 2004-3
C02	Sasco 2004-3
C03	Sasco 2004-6XS
C06	SARM 2004-9XS
C13	Bayview 2004-A
C16	SARM 2004-5
C21	SAIL 2004-5
C25	Sasco 2004-12H
C27	Sasco 2004-11XS
C30	SARM 2004-8

C33C36	Sasco 2004-GEL2
C35	SAIL 2004-6
C44	SARM 2004-10
C48	SARM 2004-13
C49	SAIL 2004-8
C54	Sasco 2004-17XS
C59	Sasco 2004-S3
C5B	LXS 2005-6
C5H	SARM 2005-22
C5S	SARM 2006-1
C60C67	Sasco 2004-GEL3
C62	Sasco 2004-19XS
C65	SAIL 2004-9
C72	SARM 2004-17
C80	SARM 2004-18
C87	SASCO 2004-23XS
C88	SAIL 2004-11
C8U	SARM 2007-7
C90	SARM 2004-20
C92	Sasco 2005-1
C97	SARM 2005-1
C9H	LXS 2007-18N (Option ARM's)
E09	Sasco 2005-S1
E19	SAIL 2005-3
E21	Sasco 2005-7XS
E22	SAIL 2005-5
E23	SARM 2005-7
E27	Sasco 2005-S2
E30	Sasco 2005-RF1
E36	Sasco 2005-9XS
E38	Sasco 2005-11H
E49	Sasco 2005-14
E67	SARM 2005-17
E74	Sasco 2005-16
E76	SARM 2005-18
E87E88	Sasco 2005-GEL4
E93	SAIL 2005-8
E94	Sasco 2005-17
E96	SAIL 2005-9
F02	Sasco 2005-RF6
F03	SAIL 2005-10
F18J63	CHEVY CHASE BANK
F19	MLMI 2005-A9
F20	SAIL 2006-1
F28	SASCO 2006-3H
F33	LMT 2006-2
F41F42	SASCO 2006-GEL2
F46	SAIL 2006-3
F53	SAIL 2006-4
F68	SARM 2006-8

I-A-2

F72	LMT 2006-6
F74	SARM 2006-9
F75	BNC 2006-1
F79	LXS 2006-17
F86	LXS 2006-19
F93	LUM 2006-7
H03	SASCO 2007-BC2
H10	LXS 2007-5H
H30	SASCO 2007-BC3
H38	GPMF 2007-AR3 Option ARM's
H43	LXS 2007-9
H55	LXS 2007-15N (Option ARM's)
H60	LMT 2007-8
H63	SARM 2007-8
H68H73	LMT 2007-9
H86	LXS 2006-14N (Option ARM's)
H87H89	LMT 2008-2 (H87-Option ARM's)
H92	RALI Securities (Option ARM's)
H93	RALI Securities (Option ARM's)
H94	RALI Securities (Option ARM's)
H95	RALI Securities (Option ARM's)
H96	RALI Securities (Option ARM's)
H97	RALI Securities (Option ARM's)
H98	RALI Securities (Option ARM's)
H99	RALI Securities (Option ARM's)
J01	RALI Securities (Option ARM's)
J02	RALI Securities (Option ARM's)
J03	RALI Securities (Option ARM's)
J04	RALI Securities (Option ARM's)
J05	RALI Securities (Option ARM's)
J06	RALI Securities (Option ARM's)
J07	RALI Securities (Option ARM's)
J08	RALI Securities (Option ARM's)
J09	RALI Securities (Option ARM's)
J10	RALI Securities (Option ARM's)
J11	RALI Securities (Option ARM's)
J12	RALI Securities (Option ARM's)
J13	RALI Securities (Option ARM's)
J14	RALI Securities (Option ARM's)
J15	RALI Securities (Option ARM's)
J16	RALI Securities (Option ARM's)
J17	RALI Securities (Option ARM's)
J18	RALI Securities (Option ARM's)
J19	RALI Securities (Option ARM's)
J20	RALI Securities (Option ARM's)
J21	RALI Securities (Option ARM's)
J22	RALI Securities (Option ARM's)
J26	GSR 2007-OA2 (Option ARM's)
J27	GSR 2007-OA1 (Option ARM's)
J31	HARBORVIEW 2007-7 (Option ARM's)

I-A-3

J33	LUMINENT 2007-2
J35	MARM 2006-OA2
J47	SARM 2008-2
J55	DEUTSCHE 2007-OA1
J68	SASCO 2005-RF2
J70	SASCO 2005-RF4
J74	SASCO 2006-RF4
J83	SASCO 2002-12
J94	SASCO 2007-RF1
JA4	LXS 2007-15N
L18	Sasco 2003-18XS
L62	Sasco 2003-32
L64	Sasco 2003-34A
L67	Sasco 2003-36XS
L68	Sail 2003-BC11
L78	Sasco 2003-37A
L81	LABS 2003-1
L84	Sasco 2003-40A
L87	SAIL 2004-1
L89	SARM 2004-1
L96	SAIL 2004-2
L97	SARM 2004-2
L98	SARM 2004-4
M29	SASCO 2002-NP1
M57	SASCO 2003-3XS
M67	SASCO 2003-7H
M84	SASCO 2001-19
M97	SASCO 2002-6
N82	SASCO ALS 2001-1
N86	SASCO 2001-2 ALS
N95	SASCO 2001-8A
R68	SASCO 1997-2
R79	SASCO FHA/VA 98 RF-2
R81	Sasco 1998-6
R82	SASCO 98-8
R89	SASCO FHA / VA RF-4

________________________________

*** 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.

SCHEDULE I-B

SCHEDULE OF LOAN-LEVEL DELINQUENCY ADVANCE SECURITIZATION TRUSTS

.

958	UNION PLANTERS
B72	Wells Fargo Master MLSA 12-01-11

I-A-4

C05	ING Direct 2004-4
C11	Associated 2004-1A
C50	Associated 2004-2
C70	Associated 2004-4
C77	ING Direct 2004-10
E01	ING Direct 2005-2
E02	ING Direct 2005-4
E14	ING Direct 2005-3
E25	ING Direct 2005-6
E33	Capitol Federal 2005-5
E44	Bank of America 2005-4
E55	ING Direct 2005-8
E79	Associated 2005-2
E80	ING Direct 2005-9
E84	Capitol Federal 2005-12
H74	BANK OF THE WEST
H85	HUDSON CITY 2008-1
H91	RAYMOND JAMES BANK 2008-2
J48	THE WASHINGTON TRUST COMPANY 2008-3
J54	WACHOVIA 2009-1/ Non-pledged loans (F16,F17, F18)
J92	MIDFIRST 2008-2
L73	Greenpoint 2003-8
M81	QUAKER 2001 WL-1
R66	U.S. Bank, N.A. f/k/a California National Bank
U84	Gonzalo Res Inv Trust
U87	AFR - MASS MUTUAL
U91	AFR DLJ Buyouts
U95	LEHMAN COMMERCIAL PAPER INC
AR8	LXS 2006-GP3
ARL	LXS 2006-GP4
ARO	LXS 2006-GP4
ARP	LXS 2006-GP4
C01	SAIL 2004-3
C02	Sasco 2004-3
C03	Sasco 2004-6XS
C06	SARM 2004-9XS
C13	Bayview 2004-A
C16	SARM 2004-5
C21	SAIL 2004-5
C25	Sasco 2004-12H
C27	Sasco 2004-11XS
C30	SARM 2004-8
C33C36	Sasco 2004-GEL2
C35	SAIL 2004-6
C44	SARM 2004-10
C48	SARM 2004-13
C49	SAIL 2004-8
C54	Sasco 2004-17XS
C59	Sasco 2004-S3
C5B	LXS 2005-6

I-B-2

C5H	SARM 2005-22
C5S	SARM 2006-1
C60C67	Sasco 2004-GEL3
C62	Sasco 2004-19XS
C65	SAIL 2004-9
C72	SARM 2004-17
C80	SARM 2004-18
C87	SASCO 2004-23XS
C88	SAIL 2004-11
C8U	SARM 2007-7
C90	SARM 2004-20
C92	Sasco 2005-1
C97	SARM 2005-1
C9H	LXS 2007-18N (Option ARM's)
E09	Sasco 2005-S1
E19	SAIL 2005-3
E21	Sasco 2005-7XS
E22	SAIL 2005-5
E23	SARM 2005-7
E27	Sasco 2005-S2
E30	Sasco 2005-RF1
E36	Sasco 2005-9XS
E38	Sasco 2005-11H
E49	Sasco 2005-14
E67	SARM 2005-17
E74	Sasco 2005-16
E76	SARM 2005-18
E87E88	Sasco 2005-GEL4
E93	SAIL 2005-8
E94	Sasco 2005-17
E96	SAIL 2005-9
F02	Sasco 2005-RF6
F03	SAIL 2005-10
F18J63	CHEVY CHASE BANK
F19	MLMI 2005-A9
F20	SAIL 2006-1
F28	SASCO 2006-3H
F33	LMT 2006-2
F41F42	SASCO 2006-GEL2
F46	SAIL 2006-3
F53	SAIL 2006-4
F68	SARM 2006-8
F72	LMT 2006-6
F74	SARM 2006-9
F75	BNC 2006-1
F79	LXS 2006-17
F86	LXS 2006-19
F93	LUM 2006-7
H03	SASCO 2007-BC2
H10	LXS 2007-5H

I-B-3

H30	SASCO 2007-BC3
H38	GPMF 2007-AR3 Option ARM's
H43	LXS 2007-9
H55	LXS 2007-15N (Option ARM's)
H60	LMT 2007-8
H63	SARM 2007-8
H68H73	LMT 2007-9
H86	LXS 2006-14N (Option ARM's)
H87H89	LMT 2008-2 (H87-Option ARM's)
H92	RALI Securities (Option ARM's)
H93	RALI Securities (Option ARM's)
H94	RALI Securities (Option ARM's)
H95	RALI Securities (Option ARM's)
H96	RALI Securities (Option ARM's)
H97	RALI Securities (Option ARM's)
H98	RALI Securities (Option ARM's)
H99	RALI Securities (Option ARM's)
J01	RALI Securities (Option ARM's)
J02	RALI Securities (Option ARM's)
J03	RALI Securities (Option ARM's)
J04	RALI Securities (Option ARM's)
J05	RALI Securities (Option ARM's)
J06	RALI Securities (Option ARM's)
J07	RALI Securities (Option ARM's)
J08	RALI Securities (Option ARM's)
J09	RALI Securities (Option ARM's)
J10	RALI Securities (Option ARM's)
J11	RALI Securities (Option ARM's)
J12	RALI Securities (Option ARM's)
J13	RALI Securities (Option ARM's)
J14	RALI Securities (Option ARM's)
J15	RALI Securities (Option ARM's)
J16	RALI Securities (Option ARM's)
J17	RALI Securities (Option ARM's)
J18	RALI Securities (Option ARM's)
J19	RALI Securities (Option ARM's)
J20	RALI Securities (Option ARM's)
J21	RALI Securities (Option ARM's)
J22	RALI Securities (Option ARM's)
J26	GSR 2007-OA2 (Option ARM's)
J27	GSR 2007-OA1 (Option ARM's)
J31	HARBORVIEW 2007-7 (Option ARM's)
J33	LUMINENT 2007-2
J35	MARM 2006-OA2
J47	SARM 2008-2
J55	DEUTSCHE 2007-OA1
J68	SASCO 2005-RF2
J70	SASCO 2005-RF4
J74	SASCO 2006-RF4
J83	SASCO 2002-12

I-B-4

J94	SASCO 2007-RF1
JA4	LXS 2007-15N
L18	Sasco 2003-18XS
L62	Sasco 2003-32
L64	Sasco 2003-34A
L67	Sasco 2003-36XS
L68	Sail 2003-BC11
L78	Sasco 2003-37A
L81	LABS 2003-1
L84	Sasco 2003-40A
L87	SAIL 2004-1
L89	SARM 2004-1
L96	SAIL 2004-2
L97	SARM 2004-2
L98	SARM 2004-4
M29	SASCO 2002-NP1
M57	SASCO 2003-3XS
M67	SASCO 2003-7H
M84	SASCO 2001-19
M97	SASCO 2002-6
N82	SASCO ALS 2001-1
N86	SASCO 2001-2 ALS
N95	SASCO 2001-8A
R68	SASCO 1997-2
R79	SASCO FHA/VA 98 RF-2
R81	Sasco 1998-6
R82	SASCO 98-8
R89	SASCO FHA / VA RF-4

I-B-5

SCHEDULE II

SCHEDULE OF POOL-LEVEL DELINQUENCY ADVANCE SECURITIZATION TRUSTS

None.

II-1

________________________________

.

I-B-6

SCHEDULE III-A

SCHEDULE OF NON-BACKSTOPPED SECURITIZATION TRUSTS

NO.	INVESTOR	DELINQUENCY ADVANCE	SERVICING ADVANCE
E44	Bank of America 2005-4	X
M81	QUAKER 2001 WL-1	X	X
H92	RALI Securities (Option ARM's)		X
H93	RALI Securities (Option ARM's)		X
H94	RALI Securities (Option ARM's)		X
H95	RALI Securities (Option ARM's)		X
H96	RALI Securities (Option ARM's)		X
H97	RALI Securities (Option ARM's)		X
H98	RALI Securities (Option ARM's)		X
H99	RALI Securities (Option ARM's)		X
J01	RALI Securities (Option ARM's)		X
J02	RALI Securities (Option ARM's)		X
J03	RALI Securities (Option ARM's)		X
J04	RALI Securities (Option ARM's)		X
J05	RALI Securities (Option ARM's)		X
J06	RALI Securities (Option ARM's)		X
J07	RALI Securities (Option ARM's)		X
J08	RALI Securities (Option ARM's)		X
J09	RALI Securities (Option ARM's)		X
J10	RALI Securities (Option ARM's)		X
J11	RALI Securities (Option ARM's)		X
J12	RALI Securities (Option ARM's)		X
J13	RALI Securities (Option ARM's)		X
J14	RALI Securities (Option ARM's)		X
J15	RALI Securities (Option ARM's)		X

III-2

J16	RALI Securities (Option ARM's)		X
J17	RALI Securities (Option ARM's)		X
J18	RALI Securities (Option ARM's)		X
J19	RALI Securities (Option ARM's)		X
J20	RALI Securities (Option ARM's)		X
J21	RALI Securities (Option ARM's)		X
J22	RALI Securities (Option ARM's)		X
J26	GSR 2007-OA2 (Option ARM's)		X
J27	GSR 2007-OA1 (Option ARM's)		X
J31	HARBORVIEW 2007-7 (Option ARM's)		X
J33	LUMINENT 2007-2		X
J35	MARM 2006-OA2		X
J54	WACHOVIA 2009-1/ Non-pledged loans (F16,F17, F18)		X
J55	DEUTSCHE 2007-OA1		X
J83	SASCO 2002-12		X
L18	Sasco 2003-18XS		X
L62	Sasco 2003-32		X
L64	Sasco 2003-34A		X
L68	Sail 2003-BC11		X
L84	Sasco 2003-40A		X
L87	SAIL 2004-1		X
L89	SARM 2004-1		X
M29	SASCO 2002-NP1		X
M57	SASCO 2003-3XS		X
M84	SASCO 2001-19		X
M97	SASCO 2002-6		X
N82	SASCO ALS 2001-1	X	X
N86	SASCO 2001-2 ALS	X	X
N95	SASCO 2001-8A	X	X
R68	SASCO 1997-2	X
M67	SASCO 2003-7H		X
R79	SASCO FHA/VA 98 RF-2	X	X
R81	Sasco 1998-6		X
R82	SASCO 98-8		X
R89	SASCO FHA / VA RF-4	X	X

III-3

SCHEDULE III-B

SCHEDULE OF NON-FIFO SECURITIZATION TRUSTS

None.

III-4

SCHEDULE IV

SCHEDULE OF INITIAL RECEIVABLES

Provided electronically by the Agent to the Seller on or before the Closing Date.

IV-1

III-5

SCHEDULE V

SCHEDULE OF ADDITIONAL RECEIVABLES

None as of the Closing Date.

V-1

SCHEDULE VI

JUDICIAL/NON-JUDICIAL FORECLOSURE STATE and TERRITORIES LIST

State Name	State	State Designation
Alaska	AK	Non-Judicial
Alabama	AL	Non-Judicial
Arkansas	AR	Non-Judicial
Arizona	AZ	Non-Judicial
California	CA	Non-Judicial
Colorado	CO	Non-Judicial
Connecticut	CT	Judicial
Dist. Of Col.	DC	Non-Judicial
Delaware	DE	Judicial
Florida	FL	Judicial
Georgia	GA	Non-Judicial
Hawaii	HI	Judicial
Iowa	IA	Judicial
Idaho	ID	Non-Judicial
Illinois	IL	Judicial
Indiana	IN	Judicial
Kansas	KS	Judicial
Kentucky	KY	Judicial
Louisiana	LA	Judicial
Massachusetts	MA	Non-Judicial
Maryland	MD	Non-Judicial
Maine	ME	Judicial
Michigan	MI	Non-Judicial
Minnesota	MN	Non-Judicial
Missouri	MO	Non-Judicial
Mississippi	MS	Non-Judicial
Montana	MT	Judicial
North Carolina	NC	Non-Judicial
North Dakota	ND	Judicial
Nebraska	NE	Judicial
New Hampshire	NH	Non-Judicial
New Jersey	NJ	Judicial
New Mexico	NM	Judicial
Nevada	NV	Non-Judicial
New York	NY	Judicial
Ohio	OH	Judicial
Oklahoma	OK	Judicial
Oregon	OR	Non-Judicial

Pennsylvania	PA	Judicial
Rhode Island	RI	Non-Judicial
South Carolina	SC	Judicial
South Dakota	SD	Judicial
Tennessee	TN	Non-Judicial
Texas	TX	Non-Judicial
Utah	UT	Non-Judicial
Virginia	VA	Non-Judicial
Vermont	VT	Judicial
Washington	WA	Non-Judicial
Wisconsin	WI	Judicial
West Virginia	WV	Non-Judicial
Wyoming	WY	Non-Judicial
Guam	GU	Non-Judicial
Puerto Rico	PR	Judicial
Virgin Islands	VI	Judicial
New York City	NYC	Judicial

VI-2

SCHEDULE VII

WIRE instructions

If to Nationstar Mortgage LLC:

Name of Bank:Wells Fargo Bank, N.A.

City/State of Bank:San Francisco, CA

ABA Number of Bank:121-000-248

Name of Account:Nationstar Mortgage LLC

Account Number at Bank:4121888200

If to Nationstar Advance Funding 2012-C, LLC:

Name of Bank:Wells Fargo Bank, N.A.

City/State of Bank:San Francisco, CA

ABA Number of Bank:121-000-248

Name of Account:Nationstar Advance Funding 2012-C, LLC

Account Number at Bank:4124222670

If to the Reimbursement Account:

Name of Bank:Wells Fargo Bank, N.A.

ABA: 121-000-248

Account No.:3970771416

Account Name: Corporate Trust Clearing

For Further Credit To:48042701

If to the Note Payment Account:

Name of Bank:Wells Fargo Bank, N.A.

ABA: 121-000-248

Account No.:3970771416

Account Name: Corporate Trust Clearing

For Further Credit To:48042700

If to the Reserve Account:

Name of Bank:Wells Fargo Bank, N.A.

ABA: 121-000-248

Account No.:3970771416

Account Name: Corporate Trust Clearing

For Further Credit To:48042702

If to the Funding Account:

Name of Bank:Wells Fargo Bank, N.A.

ABA: 121-000-248

Account No.:3970771416

Account Name: Corporate Trust Clearing

For Further Credit To:48042703

If to the Hedge Account:

Name of Bank:Wells Fargo Bank, N.A.

ABA: 121-000-248

Account No.:3970771416

Account Name: Corporate Trust Clearing

For Further Credit To:48042704

If to the Posted Collateral Account:

Name of Bank:Wells Fargo Bank, N.A.

ABA: 121-000-248

Account No.:3970771416

Account Name: Corporate Trust Clearing

For Further Credit To:48042705

If to the Agent:

Name of Bank:Bank of New York Mellon

City/State of Bank:New York

ABA Number of Bank:021-000-018

Account Number at Bank:890-038-7025

Attention:Fred Mastromarino/Melissa Chi

REF: Nationstar AFT 2012-C

If to the Noteholder:

Name of Bank:Bank of New York Mellon

City/State of Bank:New York

ABA Number of Bank:021-000-018

Account Number at Bank:890-038-7025

Attention:Fred Mastromarino/Melissa Chi

REF: Nationstar AFT 2012-C

If to the Owner Trustee:

Name of Bank:Wilmington Trust Company

City/State of Bank:Wilmington, Delaware

ABA Number of Bank:031100092

Name of Account:Nationstar Advance Funding Trust 2012-C

VII-2

Account Number at Bank:101631-000

If to the Verification Agent:

Name of Bank:[

City/State of Bank:

ABA Number of Bank:

Name of Account:

Account Number at Bank:

VII-3

SCHEDULE VIII

SCHEDULE OF SUBSERVICED SECURITIZATION

Transaction

Bayview 2004-A

GSR 2007-OA1

HarborView 2007-7

LMT 2006-2

LMT 2006-6

Luminent 2006-7

LXS 2005-1

LXS 2005-6

LXS 2006-14N

LXS 2006-17

LXS 2007-9

RALI 2006-QO2

RALI 2006-QO3

RALI 2006-QO4

RALI 2006-QO6

RALI 2006-QO8

RALI 2007-QH3

SAIL 2004-5

SAIL 2004-8

SAIL 2006-4

SARM 2004-1

SARM 2004-10

SARM 2004-13

SARM 2004-17

SARM 2004-18

SARM 2004-2

SARM 2004-20

SARM 2004-4

SARM 2004-5

SARM 2004-9XS

SARM 2005-1

SARM 2005-18

SARM 2005-7

SAS 2003-32

SAS 2003-34A

SAS 2003-36XS

SAS 2003-37A

SAS 2003-3XS

SAS 2003-40A

SAS 2004-12H

VII-4

SAS 2004-23XS

SAS 2004-GEL2

SAS 2004-GEL3

SAS 2004-S3

SAS 2005-11H

SAS 2005-14

SAS 2005-16

SAS 2005-17

SAS 2005-GEL4

SAS 2005-RF1

SAS 2005-RF2

SAS 2005-RF4

SAS 2006-3H

SAS 2006-RF4

SAS 2007-BC2

SCHEDULE IX

SCHEDULE OF MSR TRANSFER EVIDENCE

1. Omnibus Consent, Amendment and Servicer Appointment, dated as of June 26, 2012, among Aurora Loan Services LLC, Aurora Bank FSB, Nationstar Mortgage LLC, The Bank of New York Mellon, Citibank, N.A., HSBC Bank USA, National Association, U.S. Bank National Association, Wells Fargo Bank, National Association and Wilmington Trust Company, RBS Acceptance Inc. (f/k/a Greenwich Capital Acceptance, Inc.), Lehman ABS Corporation, Ocwen Federal Bank FSB, MBIA Insurance Corporation, Ambac Assurance Corporation and CIFG Assurance North America, Inc.

2. Omnibus Amendment, dated as of June 26, 2012, among Structured Asset Securities Corporation, Aurora Loan Services LLC and U.S. Bank National Association, as trustee.

3. Asset Purchase Agreement.

4.All rating agency confirmations for the transfer of servicing to Nationstar as required by the applicable Servicing Contract.

5. Consent, dated as of June 26, 2012, between Aurora Loan Services LLC, Aurora Bank FSB, Wells Fargo Bank, National Association and Lehman ABS Corporation. 

6.Consent, dated as of June 26, 2012 between Aurora Loan Services LLC, Aurora Bank FSB and ALS.

7.Consent, Amendment and Master Servicer Amendment, dated as of June 26, 2012, between Aurora Loan Services LLC, U.S. Bank National Association, as trustee and Residential Accredit Loans, Inc.

8.Officer's Certificate for Servicing Transfer for the following deals:

RALI 2005-QO1

RALI 2005-QO2

RALI 2005-QO3

RALI 2005-QO4

RALI 2005-QO5

RALI 2006-QH1

RALI 2006-QO1

RALI 2006-QO10

RALI 2006-QO3

RALI 2006-QO4

RALI 2006-QO5

RALI 2006-QO6

RALI 2006-QO7

RALI 2006-QO8

RALI 2006-QO9

RALI 2007-QH1

RALI 2007-QH2

RALI 2007-QH3

RALI 2007-QH4

RALI 2007-QH5

RALI 2007-QH6

RALI 2007-QH7

RALI 2007-QH8

RALI 2007-QH9

RALI 2007-QO1

RALI 2007-QO2

RALI 2007-QO3

RALI 2007-QO4

RALI 2007-QO5

Structured Asset Investment Loan Trust 2004-1

IX-2

SCHEDULE X

SCHEDULE OF LEGACY DEFERRED SERVICING FEES

Trust Name	Related Transaction Name	Amount
U87	AFR - MASS MUTUAL	[***]
C11	Associated 2004-1A	[***]
C50	Associated 2004-2	[***]
C70	Associated 2004-4	[***]
E79	Associated 2005-2	[***]
E44	Bank of America 2005-4	[***]
H74	BANK OF THE WEST	[***]
C13	Bayview 2004-A	[***]
F75	BNC 2006-1	[***]
E84	Capitol Federal 2005-12	[***]
E33	Capitol Federal 2005-5	[***]
F18J63	CHEVY CHASE BANK	[***]
J55	DEUTSCHE 2007-OA1	[***]
H38	GPMF 2007-AR3 Option ARM's	[***]
L73	Greenpoint 2003-8	[***]
J27	GSR 2007-OA1 (Option ARM's)	[***]
J26	GSR 2007-OA2 (Option ARM's)	[***]
J31	HARBORVIEW 2007-7 (Option ARM's)	[***]
H85	HUDSON CITY 2008-1	[***]
C77	ING Direct 2004-10	[***]
C05	ING Direct 2004-4	[***]
E01	ING Direct 2005-2	[***]
E14	ING Direct 2005-3	[***]
E02	ING Direct 2005-4	[***]
E25	ING Direct 2005-6	[***]
E55	ING Direct 2005-8	[***]
E80	ING Direct 2005-9	[***]
L81	LABS 2003-1	[***]
F33	LMT 2006-2	[***]
F72	LMT 2006-6	[***]
H60	LMT 2007-8	[***]
H68H73	LMT 2007-9	[***]
H87H89	LMT 2008-2 (H87-Option ARM's)	[***]
F93	LUM 2006-7	[***]
J33	LUMINENT 2007-2	[***]
C5B	LXS 2005-6	[***]
H86	LXS 2006-14N (Option ARM's)	[***]
F79	LXS 2006-17	[***]
F86	LXS 2006-19	[***]
H55	LXS 2007-15N (Option ARM's)	[***]
C9H	LXS 2007-18N (Option ARM's)	[***]
H10	LXS 2007-5H	[***]
H43	LXS 2007-9	[***]
J92	MIDFIRST 2008-2	[***]

X-2

F19	MLMI 2005-A9	[***]
J21	RALI Securities (Option ARM's)	[***]
J20	RALI Securities (Option ARM's)	[***]
H92	RALI Securities (Option ARM's)	[***]
H94	RALI Securities (Option ARM's)	[***]
J14	RALI Securities (Option ARM's)	[***]
J17	RALI Securities (Option ARM's)	[***]
J22	RALI Securities (Option ARM's)	[***]
J19	RALI Securities (Option ARM's)	[***]
H99	RALI Securities (Option ARM's)	[***]
J04	RALI Securities (Option ARM's)	[***]
J13	RALI Securities (Option ARM's)	[***]
J05	RALI Securities (Option ARM's)	[***]
J03	RALI Securities (Option ARM's)	[***]
J06	RALI Securities (Option ARM's)	[***]
H95	RALI Securities (Option ARM's)	[***]
J16	RALI Securities (Option ARM's)	[***]
H93	RALI Securities (Option ARM's)	[***]
J12	RALI Securities (Option ARM's)	[***]
J02	RALI Securities (Option ARM's)	[***]
H98	RALI Securities (Option ARM's)	[***]
H97	RALI Securities (Option ARM's)	[***]
J18	RALI Securities (Option ARM's)	[***]
H96	RALI Securities (Option ARM's)	[***]
J01	RALI Securities (Option ARM's)	[***]
J15	RALI Securities (Option ARM's)	[***]
J07	RALI Securities (Option ARM's)	[***]
J11	RALI Securities (Option ARM's)	[***]
J10	RALI Securities (Option ARM's)	[***]
J08	RALI Securities (Option ARM's)	[***]
J09	RALI Securities (Option ARM's)	[***]
H91	RAYMOND JAMES BANK 2008-2	[***]
L68	Sail 2003-BC11	[***]
L87	SAIL 2004-1	[***]
C88	SAIL 2004-11	[***]
L96	SAIL 2004-2	[***]
C01	SAIL 2004-3	[***]
C21	SAIL 2004-5	[***]
C35	SAIL 2004-6	[***]
C49	SAIL 2004-8	[***]
C65	SAIL 2004-9	[***]
F03	SAIL 2005-10	[***]
E19	SAIL 2005-3	[***]
E22	SAIL 2005-5	[***]
E93	SAIL 2005-8	[***]
E96	SAIL 2005-9	[***]
F20	SAIL 2006-1	[***]
F46	SAIL 2006-3	[***]
F53	SAIL 2006-4	[***]
L89	SARM 2004-1	[***]

X-3

C44	SARM 2004-10	[***]
C48	SARM 2004-13	[***]
C72	SARM 2004-17	[***]
C80	SARM 2004-18	[***]
L97	SARM 2004-2	[***]
C90	SARM 2004-20	[***]
L98	SARM 2004-4	[***]
C16	SARM 2004-5	[***]
C30	SARM 2004-8	[***]
C06	SARM 2004-9XS	[***]
C97	SARM 2005-1	[***]
E67	SARM 2005-17	[***]
E76	SARM 2005-18	[***]
C5H	SARM 2005-22	[***]
E23	SARM 2005-7	[***]
C5S	SARM 2006-1	[***]
F68	SARM 2006-8	[***]
F74	SARM 2006-9	[***]
C8U	SARM 2007-7	[***]
H63	SARM 2007-8	[***]
J47	SARM 2008-2	[***]
R68	SASCO 1997-2	[***]
R81	Sasco 1998-6	[***]
N86	SASCO 2001-2 ALS	[***]
N95	SASCO 2001-8A	[***]
J83	SASCO 2002-12	[***]
M97	SASCO 2002-6	[***]
M29	SASCO 2002-NP1	[***]
L18	Sasco 2003-18XS	[***]
L62	Sasco 2003-32	[***]
L64	Sasco 2003-34A	[***]
L67	Sasco 2003-36XS	[***]
L78	Sasco 2003-37A	[***]
L84	Sasco 2003-40A	[***]
M67	SASCO 2003-7H	[***]
C27	Sasco 2004-11XS	[***]
C25	Sasco 2004-12H	[***]
C54	Sasco 2004-17XS	[***]
C62	Sasco 2004-19XS	[***]
C87	SASCO 2004-23XS	[***]
C02	Sasco 2004-3	[***]
C03	Sasco 2004-6XS	[***]
C33C36	Sasco 2004-GEL2	[***]
C60C67	Sasco 2004-GEL3	[***]
C59	Sasco 2004-S3	[***]
E38	Sasco 2005-11H	[***]
E49	Sasco 2005-14	[***]
E74	Sasco 2005-16	[***]
E94	Sasco 2005-17	[***]
E21	Sasco 2005-7XS	[***]

X-4

E36	Sasco 2005-9XS	[***]
E87E88	Sasco 2005-GEL4	[***]
E30	Sasco 2005-RF1	[***]
J68	SASCO 2005-RF2	[***]
J70	SASCO 2005-RF4	[***]
F02	Sasco 2005-RF6	[***]
E09	Sasco 2005-S1	[***]
E27	Sasco 2005-S2	[***]
F28	SASCO 2006-3H	[***]
F41F42	SASCO 2006-GEL2	[***]
J74	SASCO 2006-RF4	[***]
H03	SASCO 2007-BC2	[***]
H30	SASCO 2007-BC3	[***]
J94	SASCO 2007-RF1	[***]
R82	SASCO 98-8	[***]
N82	SASCO ALS 2001-1	[***]
R79	SASCO FHA/VA 98 RF-2	[***]
J48	THE WASHINGTON TRUST COMPANY 2008-3	[***]
J54	WACHOVIA 2009-1/ Non-pledged loans (F16,F17, F18)	[***]
JA4	LXS 2007-15N	[***]

*** 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.

X-5

EX-10.19

RECEIVABLES PURCHASE AGREEMENT

AMONG

NATIONSTAR AGENCY ADVANCE FUNDING TRUST 2012-AW

AS ISSUER

NATIONSTAR AGENCY ADVANCE FUNDING 2012-AW, LLC

AS DEPOSITOR

AND

NATIONSTAR MORTGAGE LLC

AS SELLER

DATED AS OF JUNE 12, 2012

	TABLE OF CONTENTS
		Page
ARTICLE I. DEFINITIONS		1
Section 1.01.	Certain Defined Terms	1
Section 1.02.	Other Definitional Provisions	4
ARTICLE II. SALE OF RECEIVABLES; CLOSING; ACKNOWLEDGMENT AND CONSENT		5
Section 2.01.	Sale of Receivables	5
Section 2.02.	Closing	8
Section 2.03.	Seller's Acknowledgment and Consent to Assignment	8
ARTICLE III. CONDITIONS PRECEDENT TO CLOSING		9
Section 3.01.	Closing Subject to Conditions Precedent	9
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE ISSUER		11
Section 4.01.	Representations and Warranties	11
ARTICLE V. REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR		12
Section 5.01.	Representations and Warranties	12
ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF THE SELLER		15
Section 6.01.	Representations and Warranties	15
Section 6.02.	Repurchase Upon Breach	21
ARTICLE VII. INTENTION OF THE PARTIES; SECURITY INTEREST		21
Section 7.01.	Intention of the Parties	22
Section 7.02.	Security Interest	23
ARTICLE VIII. COVENANTS OF THE SELLER		24
Section 8.01.	Information	24
Section 8.02.	Acknowledgment	24
Section 8.03.	Access to Information	25
Section 8.04.	Ownership and Security Interests; Further Assurances	25
Section 8.05.	Covenants	26
Section 8.06.	Assignment of Rights	26
ARTICLE IX. ADDITIONAL COVENANTS		26
Section 9.01.	Further Assurances	26
Section 9.02.	Expenses.	27
Section 9.03.	Mutual Obligations	27
Section 9.04.	Servicing Standards	27
Section 9.05.	Transfer of Servicing	28
Section 9.06.	Bankruptcy	28
Section 9.07.	Legal Existence	29
Section 9.08.	Compliance With Laws	29
Section 9.09.	Taxes	29
Section 9.10.	No Liens, Etc. Against Receivables and Trust Property	29
Section 9.11.	Amendments to Servicing Contract	30
Section 9.12.	No Netting or Offsetting	30
Section 9.13.	Books and Records	30

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Section 9.14.	Verification Agent	31
Section 9.15.	Exclusive	31
Section 9.16.	Recovery	31
Section 9.17.	Merger; Change of Control	31
Section 9.18.	Use of Proceeds	32
Section 9.19.	Seller Procedures and Methodology	32
Section 9.20.	Financial Covenants.	32
Section 9.21.	Further Action.	32
Section 9.22.	Non-Consolidation. :	32
ARTICLE X. INDEMNIFICATION		34
Section 10.01.	Indemnification.	34
ARTICLE XI. MISCELLANEOUS		36
Section 11.01.	Amendments	36
Section 11.02.	Notices	36
Section 11.03.	No Waiver; Remedies	36
Section 11.04.	Binding Effect; Assignability.	36
Section 11.05.	GOVERNING LAW; JURISDICTION	37
Section 11.06.	Execution in Counterparts	37
Section 11.07.	Survival	37
Section 11.08.	Third Party Beneficiary	37
Section 11.09.	General	37
Section 11.10.	LIMITATION OF DAMAGES.	38
Section 11.11.	WAIVER OF JURY TRIAL.	38
Section 11.12.	No Recourse	39
Section 11.13.	Confidentiality	39

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Schedule I	Information for Notices
Exhibit A	Copy of Initial Funding Date Report for Initial Receivables
Exhibit B	Funding Notice
Exhibit C	Form of Bill of Sale from Depositor to Issuer
Exhibit D	Form of Subordinated Note

RECEIVABLES PURCHASE AGREEMENT, dated as of June 12, 2012 (this “Receivables Purchase Agreement” or this “Agreement”), among NATIONSTAR AGENCY ADVANCE FUNDING TRUST 2012-AW (the “Issuer”), Nationstar Agency Advance Funding 2012-AW, LLC (the “Depositor”) and NATIONSTAR MORTGAGE LLC (the “Seller” or “Nationstar”).

In consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.01 Certain Defined Terms. Capitalized terms used herein without definition shall have the meanings set forth in the Indenture. Additionally, the following terms shall have the following meanings:

“Aggregate Value” means, with respect to the Receivables sold by the Seller to the Depositor on a Funding Date, the sum of the following with respect to each such Receivable: the product of (a) the Receivables Balance of such Receivable on such Funding Date and (b) a factor equal to the sum of (i) the Discount Factor with respect to such Receivable and (ii) one half of the amount by which 100% exceeds the Discount Factor with respect to such Receivable.

“Bankruptcy Code” means the Federal Bankruptcy Code, as set forth in Title 11 of the United States Code, as amended, and any successor statute and/or any bankruptcy, insolvency, reorganization or similar law.

“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.

“Cash Equivalents” shall mean (a) securities with maturities of 90 days or less from the date of acquisition issued or fully guaranteed or insured by the United States Government or any agency thereof, (b) certificates of deposit and eurodollar time deposits with maturities of 90 days or less from the date of acquisition and overnight bank deposits of any commercial bank having capital and surplus in excess of $500,000,000, (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 or “P-1” or the equivalent thereof by Moody's Investors Service, Inc. and in either case maturing within 90 days after the day of acquisition, (e) securities with maturities of 90 days or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the requirements of clause (b) of this definition, or (f) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (e) of this definition.

“Closing” shall have the meaning set forth in Section 2.02.

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“Depositor Material Adverse Effect” shall have the meaning set forth in Section 5.01(a).

“Governmental Actions” means any and all consents, approvals, permits, orders, authorizations, waivers, exceptions, variances, exemptions or licenses of, or registrations, declarations or filings with, any Governmental Authority required under any Governmental Rules.

“Governmental Authority” means the United States of America, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and having jurisdiction over the applicable Person.

“Governmental Rules” means any and all laws, statutes, codes, rules, regulations, ordinances, orders, writs, decrees and injunctions of any Governmental Authority and any and all legally binding conditions, standards, prohibitions, requirements and judgments of any Governmental Authority.

“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 (to the extent so guaranteed); (h) all obligations of such Person incurred in connection with the acquisition or carrying of fixed assets by such Person; (i) indebtedness of general partnerships of which such Person is a general partner; and (j) any other indebtedness of such Person by a note, bond, debenture or similar instrument.

“Indemnified Party” shall have the meaning set forth in Section 10.01(b).

“Indenture” means, the Indenture, dated as of June 12, 2012, between the Issuer and the Indenture Trustee.

“Intangible Assets” means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.

“Liquidity” means with respect to the Seller, the sum of (i) its unrestricted cash, plus (ii) its unrestricted Cash Equivalents, plus (iii) the aggregate amount of unused capacity available to such Person (taking into account applicable haircuts) under committed mortgage loan warehouse and servicer advance facilities for which the Seller has unencumbered eligible collateral to pledge thereunder.

“Material Adverse Effect” shall mean a Depositor Material Adverse Effect or Seller Material Adverse Effect, as applicable.

“MSR Sellers”: Aurora Bank FSB and Aurora Loan Services LLC.

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“Net Worth” shall mean, with respect to the Servicer, the excess of total assets of the Servicer, over total liabilities of the Servicer, determined in accordance with GAAP.

“Non-Funding Election” shall have the meaning set forth in Section 2.01(d).

“Receivables Related Collateral” shall have the meaning set forth in Section 7.01.

“Relevant UCC” means the Uniform Commercial Code as in effect in any applicable jurisdiction.

“Repurchase Price” shall mean, with respect to any Receivable on any date that such Receivable is repurchased pursuant to Section 6.02 or 9.05 hereof, an amount equal to the following:

(i)    the Receivables Balance in respect thereof on the date such Receivable was transferred to the Depositor and the Issuer hereunder

minus

(ii)    the Advance Reimbursement Amounts in respect of such Receivable actually paid to the Issuer.

“Seller Material Adverse Effect” shall have the meaning set forth in Section 6.01(a).

“Subordinated Loan” has the meaning set forth in Section 2.01(b).

“Subordinated Loan Proceeds” has the meaning set forth in Section 2.01(b).

“Subordinated Note” means the promissory note in substantially the form of Exhibit D hereto as more fully described in Section 2.01(b), as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Tangible Net Worth” shall mean, with respect to the Seller, an amount equal to (A) its Net Worth, minus (B) any of its Intangible Assets (including, without limitation, goodwill, capitalized financing costs and capitalized administration costs, but excluding any originated or purchased servicing rights or retained residual securities) and any and all advances to, investments in and receivables held from Affiliates, provided, however, that the non-cash effect (gain or loss) of 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.

“Total Indebtedness” shall mean with respect to the Seller, for any period, the aggregate Indebtedness of the Seller and its subsidiaries during such period, less the amount of any nonspecific consolidated balance sheet reserves maintained in accordance with GAAP and less the amount of any non-recourse debt, including any securitization debt.

Section 1.02 Other Definitional Provisions

(a)All terms defined in this Agreement shall have the meanings defined herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(b)As used herein and in any certificate or other document made or delivered pursuant

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hereto or thereto, accounting terms not defined in Section 1.01, and accounting terms partially defined in Section 1.01 to the extent not defined, shall have the respective meanings given to them under GAAP. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under GAAP, the definitions contained herein shall control.

(c)The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Section, subsection, Schedule and Exhibit references contained in this Agreement are references to Sections, subsections, Schedules and Exhibits in or to this Agreement unless otherwise specified.

ARTICLE II.

SALE OF RECEIVABLES; CLOSING; ACKNOWLEDGMENT AND CONSENT

Section 2.01 Sale of Receivables

(a)On the Initial Funding Date, the Seller shall sell and/or contribute to the Depositor and the Depositor shall acquire from the Seller, in accordance with the procedures and subject to the terms and conditions set forth herein and in the Indenture, (1) the Initial Receivables described in the initial Funding Date Report attached as Exhibit A hereto and (2) all moneys due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of the Seller to enforce such Initial Receivables under the Servicing Contract. On each subsequent Funding Date during the Funding Period, the Seller shall sell and/or contribute to the Depositor and the Depositor shall acquire from the Seller, in accordance with the procedures and subject to the terms and conditions set forth herein and in the Indenture, (1) Additional Receivables representing the contractual rights to be reimbursed for all of the Delinquency Advances and Servicing Advances with respect to the Securitization Trusts made prior to such Funding Date and not previously sold to the Depositor and (2) all moneys due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of the Seller to enforce any Additional Receivables under the Servicing Contract; provided that Seller shall not be required to sell and/or contribute Additional Receivables to the Depositor on any Funding Date (such Funding Date, a “Skip Funding Date”) on which (i) the aggregate Receivables Balance of such Additional Receivables to be sold and/or contributed is less $1,000,000, (ii) the Seller has given three (3) Business Days prior notice to the Agent and the Indenture Trustee that it will not be selling/and or contributing Additional Receivables on such Funding Date and (iii) no other Skip Funding Date has incurred in the calendar month in which such Funding Date occurs. Any Receivables not sold by the Seller to the Depositor on Skip Funding Date, shall be sold to the Depositor on the immediately following Funding Date. In no event shall the option to exercise a Skip Funding Date modify or eliminate the Seller's obligation during the Funding Period to sell, assign, transfer, pledge or convey all Receivables with respect to the Mortgage Loans included in the Freddie Mac Pool to the Depositor.

On the Initial Funding Date, the Depositor shall sell and/or contribute to the Issuer and the Issuer shall acquire from the Depositor, in accordance with the procedures and subject to the terms and conditions set forth herein and in the Indenture, (1) the Initial Receivables described in the initial Funding Date Report attached as Exhibit A hereto and (2) all moneys due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of the Seller to enforce such Initial Receivables under the Servicing Contract. On each subsequent Funding Date during the Funding Period, the Depositor shall sell and/or contribute to the Issuer and the Issuer shall acquire from the Depositor, in accordance with the procedures and subject to the terms and conditions set forth herein and in the Indenture, (1) the Additional Receivables acquired by the Depositor on such Funding

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Date and (2) all moneys due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of the Seller to enforce such Additional Receivables under the Servicing Contract. The purchase price payable by the Depositor for any sale of any Receivable to the Depositor hereunder is the Aggregate Value thereof. The purchase price for any Receivable shall be paid by the Depositor to the Seller in accordance with this Section 2.01.

Any reference to the sale, transfer, conveyance or contribution of any Receivable hereunder shall be deemed to also include a reference to a sale, transfer, conveyance or contribution of all rights of the Seller or the Depositor, as applicable, to enforce such Receivables under the Servicing Contract..

Subject to the satisfaction of the Funding Conditions on each Funding Date, the Issuer shall transfer to the Depositor or accept as a capital contribution, or any combination thereof, an amount equal to the Aggregate Value in respect of the Initial Receivables sold on the Initial Funding Date or Additional Receivables sold on each subsequent Funding Date, as applicable, in accordance with Section 7.01 of the Indenture and the Depositor shall pay to the Seller the Aggregate Value in respect of the Initial Receivables sold on the Initial Funding Date or Additional Receivables sold on each subsequent Funding Date, as applicable, in accordance the terms hereof. In consideration of the sale and/or contribution of the Initial Receivables by the Depositor on the Initial Funding Date, the Issuer shall pay, subject to the terms and conditions hereof and of the Indenture, to the Depositor the Aggregate Value with respect to the Initial Receivables and deliver to the Depositor the Trust Certificates. In consideration of the sale and/or contribution of the Additional Receivables by the Depositor on each Funding Date during the Funding Period, the Issuer shall, in accordance with the procedures set forth herein and in the Indenture and subject to the satisfaction of the Funding Conditions and this Agreement, pay to the Depositor the Aggregate Value with respect to the Additional Receivables sold and/or contributed by the Depositor to the Issuer on such Funding Date, to the extent of funds available therefor on such Funding Date.

(b) The Aggregate Value with respect to any Receivables transferred to the Depositor shall be paid by the Depositor to the Seller as follows:

(i)first, by delivery of cash in immediately available funds, to the extent of funds available to Depositor (from amounts made available to the Issuer pursuant to the Indenture or with the proceeds of any fundings under any Note and, in each case, transferred to the Depositor);

(ii) second, with the proceeds of a subordinated revolving loan from the Seller to the Depositor (a “Subordinated Loan”) in an amount not to exceed the remaining unpaid portion of the related Aggregate Value (such proceeds, the “Subordinated Loan Proceeds”); and

(iii) third, by accepting a contribution to its capital from the Seller in an amount equal to the remaining unpaid balance of such purchase price therefor.

Subject to the limitations set forth in this Section 2.01(b), the Agent, on behalf of the Depositor, shall request borrowings under the Subordinated Loan with respect to each purchase by the Depositor of Receivables during the Funding Period to the extent necessary to make the payments set forth in Sections 2.01(a) and (b) hereof in connection with purchases of the Initial Receivables and the Additional Receivables, and the Seller irrevocably agrees to advance such amounts under the Subordinated Loan so requested; provided however, that the Depositor may not make any borrowing under the Subordinated Loan unless at the time of (and immediately after) each such borrowing thereunder, (i) the Depositor's total assets exceed its total liabilities both before and after the sale transaction, (ii) the Depositor's cash on hand is sufficient to satisfy all of its current obligations, (iii) the Depositor is adequately capitalized at a commercially reasonable level and (iv) the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinate Loan and Subordinated Note is adequate. The Subordinated Loan shall be evidenced by, and

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shall be payable in accordance with the terms and provisions of the Subordinated Note. The Seller is hereby authorized by the Depositor to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of the Depositor thereunder.  The Seller shall record in its books and records all increases in and payments in reduction of the outstanding principal amount of the Subordinated Note.

The excess of (i) the Aggregate Value of the Initial Receivables or Additional Receivables sold and/or contributed on the Initial Funding Date or any subsequent Funding Date over (ii) the amounts paid in immediately available funds with respect to such Initial Receivables or Additional Receivables sold and/or contributed on the Initial Funding Date or such subsequent Funding Date shall be a capital contribution by the Depositor to the Issuer. The Aggregate Receivables at any time of determination shall consist of the Initial Receivables and the Additional Receivables sold and/or contributed to the Issuer prior to such time of determination.

(c) With respect to Servicing Advances, one (1) Business Day prior to each Funding Date on which Additional Note Balances are to be purchased or the Initial Note Balance is to be purchased (or, on the Closing Date, to the extent the Initial Funding Date is on the Closing Date), by no later than 12:00 PM Eastern time and, with respect to Delinquency Advances, by no later than 10:00 AM Eastern time (or, in the case of a Delinquency Advance to be made on such Funding Date, such other time as the Servicer, the Seller, the Agent and the Indenture Trustee may mutually agree) on each Funding Date on which Additional Note Balances are to be purchased (or, on the Closing Date, to the extent the Initial Funding Date is on the Closing Date), the Seller shall deliver to the Depositor and the Depositor shall deliver to the Issuer, with copies to the Agent and the Indenture Trustee, a funding notice (such notice, the “Funding Notice”) and a bill of sale (the “Bill of Sale”), in substantially the forms annexed as Exhibits B and C hereto, respectively, with respect to the Receivables to be sold and/or contributed on such Funding Date.

(d) Subject to the limitations on the making of Subordinated Loans set forth herein, on any Funding Date, the Seller may elect to sell and/or contribute all Receivables to the Depositor in exchange for Subordinated Loan Proceeds or by making a contribution of any such Receivables to the capital of the Depositor without payment of any portion of the Aggregate Value in immediately available funds by the Depositor, and the Depositor may simultaneously contribute such Receivables to the Issuer, if the Seller and the Depositor determine that such actions are in their best interests (such action, a “Non-Funding Election”); provided that, on the related Funding Date, the Seller shall notify the Variable Funding Noteholders, the Agent and the Indenture Trustee of such Non-Funding Election.

Section 2.02. Closing. The closing (the “Closing”) of this Agreement, upon and concurrentwith the closing under the Note Purchase Agreement, shall take place at 2:00 PM at the offices of SNR Denton US LLP, 1221 Avenue of the Americas, New York, New York 10020 on June 12, 2012, or if the conditions precedent to closing set forth in Article III of this Agreement shall not have been satisfied or waived by such date, as soon as practicable after such conditions shall have been satisfied or waived, or at such other time, date and place as the parties shall agree upon (the date of the Closing being referred to herein, the “Closing Date”).

Section 2.03. Seller's Acknowledgment and Consent to Assignment. Seller hereby acknowledges that the Depositor has assigned to the Issuer and the Issuer has Granted to the Indenture Trustee, on behalf of the Secured Parties, the rights of the Depositor and the Issuer as purchasers under this Agreement, including, without limitation, the right to enforce the obligations of the Seller hereunder. The Seller hereby consents to such assignment by the Depositor and Grant in the Indenture by the Issuer to the Indenture Trustee, on behalf of the Secured Parties, and agrees to remit the Repurchase Price in respect of any repurchased

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Receivable directly to the Reimbursement Account as provided for in Section 6.02 hereof. The Seller acknowledges that the Indenture Trustee, on behalf of the Secured Parties, shall be a third party beneficiary in respect of the representations, warranties, covenants, rights and benefits arising hereunder that are so Granted by the Issuer. The Seller hereby authorizes the Issuer and the Indenture Trustee, as the Issuer's assignee, on behalf of the Seller, to execute and deliver such documents or certificates as may be necessary in order to enforce its rights to or collect under the Receivables at any time that an Early Amortization Event has occurred and is continuing. The Seller hereby agrees to be bound by and perform all of the covenants and obligations of the Seller and the Servicer set forth in the Indenture.

ARTICLE III.

CONDITIONS PRECEDENT TO CLOSING

Section 3.01. Closing Subject to Conditions Precedent. The Closing is subject to the satisfaction at the time of the Closing of the following conditions (any or all of which may be waived by the Issuer with the consent of the Agent in its sole discretion):

(a)Performance by the Seller and the Depositor. All the terms, covenants, agreements and conditions of the Transaction Documents to be complied with and performed by the Seller and the Depositor on or before the Closing Date shall have been complied with and performed in all material respects.

(b)Representations and Warranties. Each of the representations and warranties of the Seller and the Depositor made in the Transaction Documents shall be true and correct in all material respects as of the Closing Date (except to the extent they expressly relate to an earlier or later time).

(c)Officer's Certificate. The Agent and the Indenture Trustee shall have received in form and substance reasonably satisfactory to the Agent and its counsel an Officer's Certificate from the Seller and the Depositor, dated the Closing Date, certifying to the satisfaction of the conditions set forth in the preceding paragraphs (a) and (b).

(d)Opinions of Counsel to the Seller, the Depositor and the Servicer. Counsel to the Seller, the Depositor and the Servicer shall have delivered to the Agent and the Indenture Trustee favorable opinions as to matters described in Section 4.01 of the Note Purchase Agreement, dated the Closing Date and reasonably satisfactory in form and substance to the Agent and its counsel.

(e)Filings and Recordations. As of the Closing Date, the Agent and the Indenture Trustee shall have received evidence reasonably satisfactory to the Agent of (i) the completion of all recordings, registrations and filings as may be necessary or, in the reasonable opinion of the Agent, desirable to perfect or evidence the transfer by the Seller to the Depositor of the Seller's ownership interest in the Aggregate Receivables and the proceeds thereof and the assignment by the Depositor to the Issuer of the Depositor's ownership interest in the Aggregate Receivables and the proceeds thereof and (ii) the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Agent, desirable to perfect or evidence the Grant of a first priority perfected security interest in the Issuer's ownership interest in the Trust Estate, in favor of the Indenture Trustee, subject to no Liens prior to the Lien created by the Indenture.

(f)Documents. The Agent and the Indenture Trustee shall have received a duly executed counterpart of this Agreement (in a form acceptable to the Agent), each of the other Transaction Documents (other than any Hedge Agreement) and each and every document or certification delivered by the Seller and

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the Depositor in connection with this Agreement or any other such Transaction Document, and each such document shall be in full force and effect.

(g)Actions or Proceedings. No action, suit, proceeding or investigation by or before any Governmental Authority shall have been instituted to restrain or prohibit the consummation of, or to invalidate, any of the transactions contemplated by the Transaction Documents and the documents related thereto in any material respect.

(h)Approvals and Consents. All Governmental Actions of all Governmental Authorities required to consummate the transactions contemplated by the Transaction Documents and the documents related thereto shall have been obtained or made.

(i)Fees, Costs and Expenses. The invoiced fees, costs and expenses payable by the Seller pursuant to Section 9.02 hereof and any other Transaction Document shall have been paid; including, but not limited to, the Facility Fee payable to the Agent in accordance with the terms and provisions of the Fee Side Letter.

(j)Other Documents. The Seller and the Depositor shall have furnished to the Agent and the Indenture Trustee such other opinions, information, certificates and documents as the Agent may reasonably request.

(k)Verification Agent. The Seller shall have engaged the Verification Agent pursuant to the Verification Agent Letter.

(l)Aurora Transaction. The fees and expenses payable pursuant to the terms and provisions of that certain Commitment Letter, dated as of March 4, 2012, by and between Nationstar and Wells Fargo Securities, LLC (“Wells Fargo”), shall have been paid. In addition, the Agent and the Indenture Trustee shall have received (in form and substance reasonably satisfactory to the Agent and its counsel) an Officer's Certificate from Nationstar, dated as of the Closing Date, certifying: (i) to the consummation and effectiveness of the transactions contemplated under the Asset Purchase Agreement, without any modifications or amendments thereto or consents or waivers that are material and adverse to the interests of Wells Fargo, or have not previously been consented to in writing by Wells Fargo; (ii) that there has not occurred any event, occurrence or development since the date of the Commitment Letter that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect (as defined in the Asset Purchase Agreement); (iii) that the terms and conditions of any additional advance and/or servicing rights financing facilities with respect to the pooling and servicing agreements set forth in the Asset Purchase Agreement have closed or are closing substantially simultaneously with the closing and initial funding under the Indenture; (iv) that there has not occurred any material adverse change in the condition of Nationstar, financial or otherwise, either as a whole or with respect to the value of the Receivables; and (v) there has occurred no breach of any of the representations made by Nationstar pursuant to the Asset Purchase Agreement, to the extent that Nationstar has the right to terminate its obligations under the Asset Purchase Agreement as a result of a breach of such representations in the Asset Purchase Agreement.

If any condition specified in this Section 3.01 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Issuer by notice to the Depositor and the Seller and by the Depositor by notice to the Seller and the Issuer at any time at or prior to the Closing Date, and the Issuer or Depositor, as applicable, shall incur no liability as a result of such termination.

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ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE ISSUER

Section 4.01 Representations and Warranties. The Issuer hereby makes the following representations and warranties on which the Seller and the Depositor are relying in executing this Agreement and selling and/or contributing the Aggregate Receivables:

(a).Organization. The Issuer is a statutory trust duly formed and validly existing in good standing under the laws of the State of Delaware and is duly qualified to do business and is in good standing in each jurisdiction in which such qualification is necessary in order to perform its obligations under this Agreement and the other Transaction Documents to which it is a party.

(b).Power and Authority. The Issuer has all requisite trust power and authority and has all material governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being conducted and to execute and deliver and perform its obligations under this Agreement.

(c).Authorization of Transaction. All appropriate and necessary action has been taken by the Issuer to authorize the execution and delivery of this Agreement and all other Transaction Documents to which it is a party, and to authorize the performance and observance of the terms hereof and thereof.

(d).Agreement Binding. This Agreement and each of the other Transaction Documents to which the Issuer is a party constitute the legal, valid and binding obligation of the Issuer enforceable against it in accordance with their terms except as may be limited by laws governing insolvency or creditors' rights or by rules of equity. The execution, delivery and performance by the Issuer of this Agreement and the other Transaction Documents to which the Issuer is a party will not violate any provision of law, regulation, order or other governmental directive, or conflict with, constitute a default under, or result in the breach of any provision of any material agreement, ordinance, decree, bond, indenture, order or judgment to which the Issuer is a party or by which it or its properties is or are bound.

(e).Consents. All licenses, consents and approvals required from, and all registrations and filings required to be made by the Issuer, with any governmental or other public body or authority for the making and performance by the Issuer of this Agreement and the other Transaction Documents to which it is a party have been obtained and are in effect.

(f).Organizational Information. The Issuer's Federal Tax ID Number is as follows: 38-7040167.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR

Section 5.01 Representations and Warranties. The Depositor hereby makes the following representations and warranties on which the Issuer and the Seller are relying in executing this Agreement. The representations are made as of the execution and delivery of this Agreement, and as of each date of conveyance of any Receivables. Such representations and warranties shall survive the sale of any Aggregate Receivables to the Depositor and are as follows:

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(a).Organization. The Depositor is a limited liability company duly formed and validly existing in good standing under the laws of the state of Delaware and is duly qualified to do business and is in good standing in each jurisdiction in which such qualification is necessary, except where the failure to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on (i) the business, operations or financial condition of (A) the Depositor or (B) the Depositor and its Affiliates taken as a whole or (ii) the validity or enforceability of this Agreement or any of the other Transaction Documents to which the Depositor is a party or the rights or remedies of the Seller, the Issuer or the Indenture Trustee hereunder or thereunder or (iii) the ability of the Depositor to perform its obligations under this Agreement or (iv) the enforceability or recoverability of any of the Aggregate Receivables or (v) the status of all Receivables conveyed under this Agreement being free and clear of all liens (other than Permitted Liens) (any of (i) through (v), a “Depositor Material Adverse Effect”).

(b).Power and Authority. The Depositor has all requisite power and authority and has all material governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being conducted and to execute and deliver and perform its obligations under this Agreement and any other Transaction Document to which it is a party and, except to the extent not necessary in order to execute and deliver and perform its obligations under this Agreement and any other Transaction Document to which it is a party, to own its assets and carry on its business as now being conducted.

(c).Authorization of Transaction. All appropriate and necessary action has been taken by the Depositor to authorize the execution and delivery of this Agreement and all other Transaction Documents to which it is a party, and to authorize the performance and observance of the terms hereof and thereof.

(d).Agreement Binding. This Agreement and each of the other Transaction Documents to which the Depositor is a party constitute the legal, valid and binding obligation of the Depositor, enforceable in accordance with their terms except as may be limited by laws governing insolvency or creditors' rights or by rules of equity.

(e).No Violations or Conflicts. The execution, delivery and performance by the Depositor of this Agreement and the other Transaction Documents to which the Depositor is a party will not violate any provision of law, regulation, order or other governmental directive, or conflict with, constitute a default under, or result in the breach of any provision of any material agreement, ordinance, decree, bond, indenture, order or judgment to which the Depositor is a party or by which it or its properties is or are bound.

(f).Compliance with Law. The Depositor is conducting its business and operations in compliance with all applicable laws, regulations, ordinances and directives of governmental authorities, except where the failure to comply would not reasonably be expected to have a Depositor Material Adverse Effect. The Depositor has filed all tax returns required to be filed and has paid all taxes in respect of the ownership of its assets or the conduct of its operations prior to the date after which penalties attach for failure to pay, except to the extent that the payment or amount of such taxes is being contested in good faith by it in appropriate proceedings and adequate reserves have been provided for the payment thereof.

(g).Consents. All licenses, consents and approvals required from and all registrations and filings required to be made by the Depositor with any governmental or other public body or authority for the making and performance by the Depositor of this Agreement and the other Transaction Documents to which it is a party have been obtained and are in effect.

(h).Litigation. There is no action, suit or proceeding at law or in equity by or before any court, governmental agency or authority or arbitral tribunal now pending or, to the knowledge of the Depositor, threatened against or affecting it which has a reasonable possibility of being determined adversely in a manner or amount that would have a Depositor Material Adverse Effect.

(i).Other Obligations. The Depositor is not in default in the performance, observance or fulfillment of any obligation, covenant or condition in any agreement or instrument to which it is a party or by which it is bound the result of which should reasonably be expected to have a Depositor Material Adverse

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Effect.

(j).1940 Act. The Depositor is not required to be registered as an “investment company” and is not a company “controlled” by an investment company within the meaning of the 1940 Act.

(k).Solvency. The Depositor, both prior to and after giving effect to each sale and/or contribution of Aggregate Receivables on the Initial Funding Date or on any Funding Date thereafter (i) is not, and will not be, “insolvent” (as such term is defined in § 101(32)(A) of the Bankruptcy Code), (ii) is, and will be, able to pay its debts as they become due, and (iii) does not have unreasonably small capital for the transactions contemplated in the Transaction Documents.

(l).Full Disclosure. No document, certificate or report furnished by or on behalf of the Depositor, in writing, pursuant to this Agreement, any other Transaction Document or in connection with the transactions contemplated hereby or thereby contains or will contain when furnished any untrue statement of a material fact. There are no facts relating to and known by the Depositor, which when taken as a whole, materially adversely affect the financial condition or assets or business of the Depositor, or which should reasonably be expected to impair the ability of the Depositor to perform its obligations under this Agreement or any other Transaction Document, which have not been disclosed herein or in the certificates and other documents furnished by or on behalf of the Depositor pursuant hereto or thereto. All books, records and documents delivered by the Depositor in connection with the Transaction Documents are and will be true, correct and complete.

(m).ERISA. All Plans maintained by the Depositor or any of its Affiliates are in substantial compliance with all applicable laws (including ERISA).

(n).Fair Market Value and Fair Consideration. The Depositor is receiving fair consideration and reasonably equivalent value in exchange for any sales of Receivables to the Issuer under this Agreement.

(o).Bulk Transfers. No sale, contribution, transfer, assignment or conveyance of Aggregate Receivables by the Depositor to the Issuer contemplated by this Agreement will be subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.

(p).Name. The legal name of the Depositor is as set forth in this Agreement and the Depositor does not have any trade names, fictitious names, assumed names or “doing business” names.

(q).Organizational Information. The Depositor's Federal Tax ID Number is as follows: 90-0841468.

(r).Chief Executive Office. On the date of this Agreement, Depositor's chief executive office and principal place of business is located at 350 Highland Drive, Lewisville, Texas 75067.

ARTICLE VI.

REPRESENTATIONS AND WARRANTIES OF THE SELLER

Section 6.01 Representations and Warranties. The Seller hereby makes the following representations and warranties on which the Depositor and the Issuer are relying in accepting the Aggregate Receivables and executing this Agreement. The representations are made as of the execution and delivery of this Agreement, and as of each date of conveyance of any Receivables. Such representations and warranties shall survive the sale of any Aggregate Receivables to the Depositor and are as follows:

(a).Organization. The Seller is a limited liability company duly formed and validly existing in good standing under the laws of the state of Delaware and is duly qualified to do business and is in good standing in each jurisdiction in which such qualification is necessary, except where the failure to be

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so qualified or in good standing would not reasonably be expected to have a material adverse effect on (i) the business, operations or financial condition of (A) the Seller or (B) the Seller and its Affiliates taken as a whole or (ii) the validity or enforceability of this Agreement or any of the other Transaction Documents or the rights or remedies of the Depositor, the Issuer or the Indenture Trustee hereunder or thereunder or (iii) the ability of the Seller to perform its obligations under this Agreement or (iv) the enforceability or recoverability of any of the Aggregate Receivables or (v) the status of all Receivables conveyed under this Agreement being free and clear of all Liens (other than Permitted Liens) (any of (i) through (v), a “Seller Material Adverse Effect”).

(b).Power and Authority. The Seller has all requisite limited liability company power and authority and has all material governmental licenses, authorizations, consents and approvals necessary to execute and deliver and perform its obligations under this Agreement and any other Transaction Document to which it is a party and, except to the extent not necessary in order to execute and deliver and perform its obligations under this Agreement and any other Transaction Document to which it is a party, to own its assets and carry on its business as now being conducted.

(c).Authorization of Transaction. All appropriate and necessary action has been taken by the Seller to authorize the execution and delivery of this Agreement and all other Transaction Documents to which it is a party, and to authorize the performance and observance of the terms hereof and thereof.

(d).Agreement Binding. This Agreement and each of the other Transaction Documents to which the Seller is a party constitute the legal, valid and binding obligation of the Seller enforceable in accordance with their terms except as may be limited by laws governing insolvency or creditors' rights or by rules of equity.

(e).No Violations or Conflicts. The execution, delivery and performance by the Seller of this Agreement and the other Transaction Documents to which the Seller is a party will not violate any provision of law, regulation, order or other governmental directive, or conflict with, constitute a default under, or result in the breach of any provision of any agreement, ordinance, decree, bond, indenture, order or judgment to which the Seller is a party or by which it or its properties is or are bound.

(f).Compliance with Law. The Seller is conducting its business and operations in compliance with all applicable laws, regulations, ordinances and directives of governmental authorities, except where the failure to comply would not reasonably be expected to have a Seller Material Adverse Effect. The Seller has filed all tax returns required to be filed and has paid all taxes in respect of the ownership of its assets or the conduct of its operations prior to the date after which penalties attach for failure to pay, except to the extent that the payment or amount of such taxes is being contested in good faith by it in appropriate proceedings and adequate reserves have been provided for the payment thereof.

(g).Consents. All licenses, consents and approvals required from and all registrations and filings required to be made by the Seller with any governmental or other public body or authority for the making and performance by the Seller of this Agreement and the other Transaction Documents to which it is a party have been obtained and are in effect.

(h).Litigation. There is no action, suit or proceeding at law or in equity by or before any court, governmental agency or authority or arbitral tribunal now pending or, to the knowledge of the Seller, threatened against or affecting it which has a reasonable possibility of being determined adversely in a manner or amount that would reasonably be expected to have a Seller Material Adverse Effect.

(i).Other Obligations. The Seller is not in default in the performance, observance or fulfillment of any obligation, covenant or condition in any agreement or instrument to which it is a party or by which it is bound the result of which should reasonably be expected to have a Seller Material Adverse Effect.

(j).1940 Act. The Seller is not required to be registered as an “investment company” and is not a company “controlled” by an investment company within the meaning of the 1940 Act.

(k).Solvency. The Seller, both prior to and after giving effect to each sale of Aggregate

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Receivables on the Initial Funding Date or on any Funding Date thereafter (i) is not, and will not be, “insolvent” (as such term is defined in § 101(32)(A) of the Bankruptcy Code), (ii) is, and will be, able to pay its debts as they become due, and (iii) does not have unreasonably small capital for the business in which it is engaged or for any business or transaction in which it is about to engage.

(l).Full Disclosure. No document, certificate or report furnished by or on behalf of the Seller or the Servicer, in writing, pursuant to this Agreement, any other Transaction Document or in connection with the transactions contemplated hereby or thereby contains or will contain when furnished any untrue statement of a material fact. There are no facts relating to and known by the Seller, which when taken as a whole, materially adversely affect the financial condition or assets or business of the Seller or the Servicer, or which should reasonably be expected to impair the ability of the Seller or the Servicer to perform its obligations under this Agreement or any other Transaction Document or Servicing Contract, which have not been disclosed herein or in the certificates and other documents furnished by or on behalf of the Seller or the Servicer pursuant hereto or thereto. All books, records and documents delivered by the Seller in connection with the Transaction Documents are and will be true, correct and complete.

(m).ERISA. All Plans maintained by the Seller or any of its Affiliates are in substantial compliance with all applicable laws (including ERISA).

(n).Fair Market Value and Fair Consideration. The Seller is receiving fair market value and reasonably equivalent value in exchange for any sales of Receivables to the Depositor under this Agreement.

(o).Bulk Transfers. No sale, contribution, transfer, assignment or conveyance of Aggregate Receivables by the Seller to the Depositor contemplated by this Agreement will be subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.

(p).Name. The legal name of the Seller is as set forth in this Agreement and the Seller does not have any trade names, fictitious names, assumed names or “doing business” names other than the “doing business” name “Champion Mortgage Company”.

(q).Organizational Information. The Seller's Federal Tax ID Number is as follows: 75-2921540.

(r).Chief Executive Office. On the date of this Agreement, Seller's chief executive office and principal place of business is located at 350 Highland Drive, Lewisville, Texas 75067.

(s).Repayment of Receivables. The Seller has no reason to believe that at the time of the sale of any Receivables to the Depositor pursuant hereto, such Receivables will not be paid in full.

(t).Reimbursement Amounts. The Seller has not waived or forgiven any obligation of a Mortgagor to repay any Delinquency Advance or Servicing Advance.

(u).Material Adverse Effect on Freddie Mac. To the best of the Seller's knowledge, there is no development or event which has had or should reasonably be expected to have a material adverse effect on the operations or existence of Freddie Mac.

(v).Aggregate Receivables. As of the Initial Funding Date with respect to the Initial Receivables and as of the related Funding Date with respect to the Additional Receivables, as applicable:

i. Each Initial Receivable and Additional Receivable is payable in United States dollars. Each Additional Receivable has been created pursuant to and in accordance with the terms of the Servicing Contract, in accordance with the Seller's customary procedures with respect to the Mortgage Loans included in the Freddie Mac Pool, and in the ordinary course of business of the Seller.

ii. The sale to the Depositor and the sale and/or contribution to the Issuer of the rights to reimbursement for the Delinquency Advances and Servicing Advances with respect to Mortgage Loans included in the Freddie Mac Pool, and the assignment and Grant thereof to the Indenture Trustee, does not violate the terms of the Servicing Contract or any other material document or agreements to which the Seller is a party or to which its assets or properties

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are subject.

iii. No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the Depositor or by the Depositor to any other Person other than the Issuer. Immediately prior to the transfer and assignment herein contemplated, the Seller was the sole owner with respect to each such Receivable, and had the right to transfer and sell such Receivable, free and clear of all Liens and rights of others other than Permitted Liens; immediately upon the transfer and assignment thereof, the Issuer shall own all of such interest in and to such Receivable, free and clear of all Liens and rights of others (other than Permitted Liens).

iv. Seller has not taken any action that, or failed to take any action the omission of which, would materially impair the rights of the Depositor, the Issuer, the Indenture Trustee (or any Secured Party) with respect to any such Receivable.

v. No such Receivable has been identified by the Seller or reported to the Seller as having resulted from fraud perpetrated by any Person with respect to such Receivable.

vi. All filings (including UCC filings) necessary in any jurisdiction to perfect the transfers and assignments herein contemplated, and solely in the event that any of the transfers contemplated hereby were to be recharacterized as a pledge or secured loan from the Depositor to the Seller and an assignment thereof from the Depositor to the Issuer rather than absolute sales or contributions, to perfect the Depositor's and the Issuer's respective security interests in the Aggregate Receivables that are prior, as applicable, to any other interest held or to be held by any other Person (except the Indenture Trustee on behalf of the Secured Parties), have been made.

vii. Such Receivable constitutes a “general intangible” within the meaning of Section 9-102(a)(42) of the UCC or a “payment intangible” within the meaning of Section 9-102(a)(61) of the UCC; no Receivable is secured by “real property” or “fixtures” or evidenced by an “instrument” as such quoted terms are used for purposes of creating and perfecting a security interest under the Relevant UCC.

viii. Each such Receivable is reimbursable pursuant to the Servicing Contract and relates to a Mortgage Loan that satisfies the eligibility requirements for purchase by Freddie Mac under the Freddie Mac Servicing Guide. There is no valid and enforceable offset, defense or counterclaim to the obligation of Freddie Mac to make payment of any such Receivable.

ix. Each such Receivable is entitled to be paid, has not been repaid in whole or been compromised, adjusted (except by partial payment), extended, satisfied, subordinated, rescinded, amended or modified, and is not subject to compromise, adjustment, extension, satisfaction, subordination, rescission, set-off, counterclaim, defense, amendment or modification by the Seller.

x. No such Receivable includes amounts payable as a result of accounting or other errors, or the failure to deposit funds or the misapplication of funds by the Servicer.

xi. As of the date of conveyance thereof, the Seller has no reason to believe that any Delinquency Advance or Servicing Advance will not be reimbursed in full in accordance with the related Servicing Contract; Freddie Mac has not notified the Seller that any Delinquency Advance or Servicing Advance will be ineligible for reimbursement in accordance with the Servicing Contract.

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xii. The Initial Receivables shall constitute all of the outstanding Receivables with respect to the Mortgage Loans included in the Freddie Mac Pool as of the Initial Funding Date except for Receivables repurchased by the Seller pursuant to Section 6.02 hereof or Section 2.19 of the Indenture. The Additional Receivables conveyed on any Funding Date constitute all of the Receivables related to Delinquency Advances and/or Servicing Advances with respect to the Mortgage Loans included in the Freddie Mac Pool (other than the Initial Receivables), as of such Funding Date, not previously sold to the Depositor hereunder, except for Receivables repurchased by the Seller pursuant to Section 6.02 hereof or Section 2.19 of the Indenture. The Seller has not sold, assigned, transferred or conveyed, without the Agent's consent, the right to reimbursement for any Delinquency Advance or Servicing Advance with respect to Mortgage Loans included in the Freddie Mac Pool to any Person other than the Depositor.

xiii. The Servicing Contract is in full force and effect and the Seller is not in default thereunder.

(i) None of the Mortgage Loans related to the Receivables have been included in a collateralized mortgage obligation or other mortgage-backed security that requires the Seller to service such Mortgage Loans for the benefit of a trust or trust estate, trustee and related certificateholders.

(ii) None of the Receivables are related to Delinquency Advances or Servicing Advances reimbursed other than in accordance with the terms and provisions of the related Servicing Contacts.

(iii) No Receivable relates to a “high-cost mortgage loan” or “higher-priced mortgage loan” (as such terms, or term of substantially similar import, are defined in Section 32 of the Truth in Lending Act (Regulation Z) or any corresponding law in effect in the state in which the related Mortgage Loan was originated).

(iv) All conditions to the transfer of servicing under the Asset Purchase Agreement, have been satisfied and the mortgage loan servicing rights relating to the Mortgage Loans included in the Freddie Mac Pool have been properly transferred from the applicable MSR Seller to Seller under the Asset Purchase Agreement.

(v) Each Initial Receivable and each Additional Receivable is an Eligible Receivable on its Funding Date.

Section 6.02 Repurchase Upon Breach. The Issuer, the Depositor, the Indenture Trustee or the Seller, as the case may be, shall inform the Issuer, the Depositor or the Seller (as applicable), the Agent and the Indenture Trustee promptly (but in no event later than two (2) Business Days following such discovery), in writing, upon the discovery of any breach of the Seller's or Depositor's representations and warranties hereunder. If any such representation or warranty pertains to a Receivable (including, but not limited to, the representations under Sections 5.01(a)(iv) and 6.01(a)(iv)), upon the direction of the Agent, unless such breach shall have been cured by the earlier of (i) the Funding Date immediately following the discovery of such breach by the Issuer, the Depositor or the Seller (as applicable), or (ii) thirty (30) days after the earlier to occur of (A) the discovery of such breach by the Issuer, the Depositor or the Seller (as applicable) or (B) receipt of written notice of such breach by the Issuer, the Depositor, the Agent, the Indenture Trustee or the Seller (as applicable), the Seller or the Depositor, as applicable, shall repurchase such Receivable from the Issuer at the Repurchase Price for such Receivable. The Seller shall pay any Repurchase Price directly to the Indenture Trustee for deposit into the Reimbursement Account.

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ARTICLE VII.

INTENTION OF THE PARTIES; SECURITY INTEREST

Section 7.01. Intention of the Parties. It is the intention of the parties hereto that each transfer and assignment contemplated by this Agreement shall constitute an absolute sale or contribution, or combination thereof, of the related Receivables from the Seller to the Depositor and an absolute sale or contribution, as applicable, of the related Receivables from the Depositor to the Issuer and that the related Receivables shall not be part of the Seller's or the Depositor's estate or otherwise be considered property of the Seller or the Depositor in the event of the bankruptcy, receivership, insolvency, liquidation, conservatorship or similar proceeding relating to the Seller or the Depositor or any of their property. Except as set forth below, it is not intended that any amounts available for reimbursement of Receivables be deemed to have been pledged by the Seller to the Depositor or by the Depositor to the Issuer or the Indenture Trustee to secure a debt or other obligation of the Seller or the Depositor. In the event that (A) the transfer of Receivables by the Seller to the Depositor or by the Depositor to the Issuer is deemed by a court or applicable regulatory, administrative or other governmental body contrary to the express intent of the parties to constitute a pledge rather than a sale or contribution, or a combination thereof, of the Receivables, or (B) if amounts available now or in the future for reimbursement of any Receivables are held to be property of the Seller or the Depositor or a loan to the Seller or the Depositor, or (C) if for any reason this Agreement is held or deemed to be a financing or some other similar arrangement or agreement, then: (i) this Agreement is and shall be a security agreement within the meaning of Articles 8 and 9 of the Relevant UCC; (ii) the Issuer shall be treated as having a first priority, perfected security interest in and to, and lien on, the Receivables so transferred and assigned to the Issuer hereunder; (iii) the agreement of the Seller and the Depositor hereunder to sell, assign, convey and transfer the Receivables shall be a grant by the Seller to the Depositor and by the Depositor to the Issuer of a security interest in the Receivables Related Collateral (as defined below), in any case, whether now in existence or hereafter arising. In furtherance of the foregoing, Seller does hereby grant to the Depositor and the Depositor does hereby grant to the Issuer, a security interest in all of the Seller's and Depositor's, as applicable, property and right (including the power to convey title thereto), title, and interest, whether now owned or hereafter acquired in and to the Aggregate Receivables, together with (A) all amounts payable now or in the future by or with respect to the Receivables , (B) any and all general intangibles consisting of, arising from or relating to any of the foregoing, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all such amounts from time to time held or invested in accounts maintained by or on behalf of the Seller, by or on behalf of Freddie Mac or by or on behalf of the Depositor, whether in the form of cash, instruments, securities or other property and (C) all moneys due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of the Seller to enforce such Receivables under the Servicing Contract (the “Receivables Related Collateral”). The possession by the Issuer or its agent of notes and such other goods, money, documents or such other items of property as constitute instruments, money, negotiable documents or chattel paper, in each case, which constitute any of the items described in the foregoing sentence, or proceeds thereof, shall be “possession by the secured party,” or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the Relevant UCC of any applicable jurisdiction; and notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of any such holder for the purpose of perfecting such security interest under applicable law.

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Section 7.02. Security Interest.

(a).The Seller shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in (i) any of the Aggregate Receivables, (ii) the amounts reimbursable now or in the future by or with respect to the Mortgage Loans included in the Freddie Mac Pool in respect of any of the Aggregate Receivables or (iii) the other property described above (including any and all Receivables Related Collateral), such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. The Seller shall execute such documents and instruments as the Depositor may reasonably request from time to time in order to effectuate the foregoing and shall return to the Depositor the executed copy of such documents and instruments. Without limiting the generality of the foregoing, the Depositor shall forward for filing, or shall cause to be forwarded for filing, at the expense of the Seller, all filings necessary to maintain the effectiveness of any original filings necessary under the Relevant UCC to perfect the Depositor's security interest described above, including without limitation (x) UCC continuation statements, and (y) such other statements as may be occasioned by (1) any change of name of the Seller or the Depositor (such preparation and filing shall be at the expense of the Depositor, if occasioned by a change in such party's name) or (2) any change of location of the jurisdiction of organization of the Seller.

The Depositor shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in (i) any of the Aggregate Receivables, (ii) the amounts reimbursable now or in the future by or with respect to the Mortgage Loans included in the Freddie Mac Pool in respect of any of the Aggregate Receivables or (iii) the other property described above (including any and all Receivables Related Collateral), such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. At the Issuer's direction, the Depositor shall execute such documents and instruments as the Issuer may reasonably request from time to time in order to effectuate the foregoing and shall return to the Issuer the executed copy of such documents and instruments. Without limiting the generality of the foregoing, the Issuer shall forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the Relevant UCC to perfect the Issuer's security interest described above, including without limitation (x) UCC continuation statements and (y) such other statements as may be occasioned by (1) any change of name of the Depositor or the Issuer (such preparation and filing shall be at the expense of the Issuer, if occasioned by a change in such party's name) or (2) any change in the jurisdiction of organization of the Depositor.

ARTICLE VIII.

COVENANTS OF THE SELLER

Section 8.01. Information. The Seller shall furnish to the Depositor, the Issuer, the Indenture Trustee, the Calculation Agent, the Agent and the Secured Parties:

(a).such information (including, but not limited to, information pertaining to the condition or operations, financial or otherwise, of the Issuer, the Depositor, the Seller and the Servicer), documents, records or reports with respect to the Aggregate Receivables, the Freddie Mac Pool, the related Mortgage Loans, the transactions contemplated under the Transaction Documents, the Issuer, the Depositor, the Seller and the Servicer as the Issuer, the Depositor, the Indenture Trustee, the Calculation Agent, the Agent, the Noteholders or the Secured Parties may from time to time reasonably request;

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(b).prompt notice of any Event of Default, Pool Termination Event, Servicer Termination Event, Early Amortization Event or Funding Interruption Event under the Indenture, or any event known to the Seller which, with the passage of time or the giving of notice or both, would become an Event of Default, Pool Termination Event, Early Amortization Event or Funding Interruption Event under the Indenture, including, but not limited to, information describing such event and, if applicable, the steps being taken, if any, with respect thereto;

(c).prompt written notice of a change in name, or address of the jurisdiction of organization of the Seller, the Depositor, or the Issuer;

(d).prompt notice of the occurrence of any Servicer Termination Event or “event of default” or “trigger event” by the Servicer under the Servicing Contract (as such term or term of substantially similar import is defined in the Servicing Contract) without regard to whether such Servicer Termination Event or “event of default” has been cured;

(e).[Reserved];

(f).prompt notice of any failure on the part of the Seller to comply with any net worth or liquidity requirements which are imposed by Freddie Mac;

(g).prompt notice of any change in the Servicing Contract that may reasonably be expected to materially affect the right to reimbursement for any Receivable within three (3) Business Days after the Seller receives notice thereof; and

(h).the information and reports required pursuant to Section 6.02 of the Indenture.

Section 8.02 Acknowledgment.

(a).As of the Closing Date, the Seller shall obtain a duly executed Consent Agreement with Freddie Mac (in form and substance satisfactory to the Agent in its sole and absolute discretion) acknowledging the Indenture Trustee's security interest in the Receivables.

(b).Prior to the date on which any Mortgage Loan is added to Schedule I to the Indenture, the Seller shall have obtained the consent of Freddie Mac in the form of a Consent Agreement acceptable to Agent.

Section 8.03 Access to Information.

(a).The Seller shall, at any time and from time to time during regular business hours, or at such other reasonable times upon reasonable notice to the Seller permit the Depositor, the Issuer, the Indenture Trustee, the Agent, the Noteholders or their agents or representatives, at the Seller's expense; provided, however, (i) to the extent the Agent, the Noteholders or their agents exercise their rights under this Section 8.03(a) more than twice in any given calendar year, any expense incurred in connection with the exercise of such rights shall be subject to the approval of the Seller and (ii) any expense incurred in connection with the exercise of such rights in excess of $5,000 per calendar year shall be subject to the approval of the Seller; provided, further, the limitations set forth in this Section 8.03 shall be in addition to and in no way affect the terms and provisions of the Verification Agent Letter or Section 9.04; provided, further, that, no such limitations shall apply after an Event of Default or an Early Amortization Event, but only so long as that does not unreasonably interfere with the Seller's conduct of its business:

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i. to examine all books, records and documents (including computer tapes and disks) in the possession or under the control of the Seller relating to the Aggregate Receivables or the Transaction Documents as may be requested;

ii. to visit the offices and property of the Seller for the purpose of examining such materials described in clause (i) above; and

iii. to conduct verification procedures alongside the Verification Agent, including access to the appropriate servicing personnel of the Seller.

Section 8.04. Ownership and Security Interests; Further Assurances. The Seller will take all action necessary to maintain the Indenture Trustee's security interest in the Receivables and the other items pledged to the Indenture Trustee pursuant to the Indenture.

The Seller agrees to take any and all acts and to execute any and all further instruments reasonably necessary or requested by the Depositor, the Issuer, the Indenture Trustee, the Agent or the holders of 66 2/3% of the Commitments of the Notes to more fully effect the purposes of this Agreement.

Section 8.05. Covenants. The Seller shall duly observe and perform each of its covenants set forth in each of the Transaction Documents to which it is a party. The Seller in its capacity as Servicer shall duly observe and perform each of its covenants set forth in the Servicing Contract, and hereby covenants to pay within ten (10) days of its receipt of any invoice therefor by the Depositor, the Issuer, the Indenture Trustee, the Calculation Agent or the Agent all of the reasonable out-of-pocket costs and expenses incurred in connection with the administration of the transactions contemplated hereby, including, without limitation all reasonable fees, disbursements and expenses of counsel to the Depositor, the Issuer, the Agent, the Indenture Trustee and the Calculation Agent.

The Seller hereby covenants that except for the sales hereunder, the Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any lien (other than Permitted Liens) on, any Receivable transferred hereunder, or any interest therein; and the Seller will defend the right, title and interest of the Issuer, as assignee of the Depositor, in, to and under the Receivables, against all claims of third parties claiming through or under the Seller.

Section 8.06. Assignment of Rights. Either (i) while an Event of Default has occurred and is continuing or (ii) in the absence of an Event of Default but only for the limited purpose of effecting buybacks for defective Receivables pursuant to Section 6.02, the Seller, the Depositor, and the Issuer hereby constitute and irrevocably appoint the Indenture Trustee, with full power of substitution and revocation, as the Seller's, the Depositor's and the Issuer's true and lawful agent and attorney-in-fact, with the power to the full extent permitted by law, to exercise with respect to the Receivables conveyed under this Agreement, all the rights, powers and remedies of an owner. The power of attorney granted pursuant to this Agreement and all authority hereby conferred are granted and conferred solely to protect the Secured Parties' respective interests in the Receivables and shall not impose any duty upon the Indenture Trustee to exercise any power. The Seller, the Depositor and the Issuer shall execute any documentation, including, without limitation, any powers of attorney and/or irrevocable proxies, requested by the Indenture Trustee to effectuate such assignment. The foregoing grant and assignment are powers coupled with an interest and are irrevocable.

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ARTICLE IX

ADDITIONAL COVENANTS

Section 9.01 Further Assurances. The parties hereto will take all reasonable action necessary to obtain (and will cooperate with one another in taking such action to obtain) any consent, authorization, permit, license, franchise, order or approval of, or any exemption by, any Governmental Authority or any other Person, required to be obtained or made by it in connection with any of the transactions contemplated by this Agreement.

Section 9.02. Expenses.

(a).The Seller covenants that, whether or not the Closing takes place, except as otherwise expressly provided herein, all reasonable costs and expenses incurred by the Agent, the Calculation Agent or the Indenture Trustee in connection with this Agreement and the transactions contemplated hereby shall be paid by the Seller.

(b).Except as otherwise expressly set forth in the Indenture, the Seller covenants to pay as and when billed by the Depositor, the Issuer, the Indenture Trustee, the Calculation Agent, the Agent or any Noteholder all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation of the transactions contemplated hereby, including, without limitation, all reasonable fees, disbursements and expenses of counsel to the Depositor, the Issuer, the Agent, the Indenture Trustee, the Calculation Agent and the Noteholders.

Section 9.03 Mutual Obligations. On and after the Closing, each party hereto will do, execute and perform all such other acts, deeds and documents as one or more other parties may from time to time reasonably require in order to carry out the intent of this Agreement.

Section 9.04 Servicing Standards. At all times, the Seller, as Servicer shall, unless otherwise consented to by the Agent (the following collectively referred to in the Transaction Documents as the “Servicing Standards”):

(i)    make all Delinquency Advances and Servicing Advances and seek reimbursement in accordance with the Servicing Contract;

(ii)    apply the Advance Reimbursement Amount on a First In First Out (“FIFO”) basis;

(iii)    identify on its systems the Issuer as the owner of each Delinquency Advance and Servicing Advance and that such Delinquency Advance or Servicing Advance has been pledged to the Indenture Trustee;

(iv)    maintain systems and operating procedures necessary to comply with all the terms of the Transaction Documents, including but not limited to maintaining records and systems necessary to indicate cumulative recoveries on each category of Delinquency Advance and Servicing Advance;

(v)    cooperate with the Verification Agent in its duties set forth in the Transaction Documents;

(vi)    cooperate with the Calculation Agent and the Indenture Trustee in their respective duties set forth in the Transaction Documents;

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(vii)     deposit any Advance Reimbursement Amount directly into the Reimbursement Account not later than the 2^nd Business Day following receipt thereof from Freddie Mac or into the related Collection Account or Freddie Mac Collection Account, as applicable, and not deposit any such Advance Reimbursement Amount at any time in the Servicer's own accounts;

(viii)     so long as any Receivables related to Delinquency Advances sold or contributed hereunder are outstanding, the Seller shall remit 100% of all amounts collected with respect to principal and interest (including any reimbursements from Freddie Mac) on the related Mortgage Loans to the Reimbursement Account to the extent necessary to reduce the amount of such Receivables outstanding hereunder with respect to such Delinquency Advances; so long as any Receivables related to Servicing Advances sold or contributed hereunder are outstanding, the Seller shall remit 100% of all amounts collected that are attributable to each respective Servicing Advance (including any reimbursements from the related Mortgagor or Freddie Mac, other than as set forth immediately above) on the related Mortgage Loans to the Reimbursement Account to reduce the amount of such Receivables outstanding hereunder with respect to such Servicing Advances; and

(ix)    maintain, or cause to be maintained, accurate records with respect to the Mortgage Loans in the Freddie Mac Pool reflecting the status of all Delinquency Advances, Corporate Advances (Non-Judicial States), Corporate Advances (Judicial States), Escrow Advances (Non-Judicial States), Escrow Advances (Judicial States), including the cumulative recoveries related to such Delinquency Advances and Servicing Advances.

Section 9.05. Transfer of Servicing.  Upon a transfer of servicing by the Seller as Servicer, the Seller shall either (i) immediately repurchase the related Receivables from the Issuer at a price equal to the Repurchase Price therefor or (ii) use commercially reasonable efforts to negotiate payment in full by the successor servicer of the aggregate Receivables Balance relating to the Aggregate Receivables; provided, however, that the Seller as Servicer shall not agree to any negotiated payment of such aggregate Receivables Balance by the successor servicer without the consent of the Agent. In addition, upon any transfer of servicing under the Servicing Contract, the Seller, as Servicer, shall fully cooperate with Freddie Mac and the related successor servicer with respect to such transfer of servicing.

Section 9.06. Bankruptcy. The Seller shall not take any action in any capacity to file any bankruptcy, reorganization or insolvency proceedings against the Depositor or the Issuer, or cause the Depositor or the Issuer to commence any reorganization, bankruptcy or insolvency proceedings under any applicable state or federal law, including without limitation any readjustment of debt, or marshaling of assets or liabilities or similar proceedings. The Depositor shall not take any action in any capacity to file any bankruptcy, reorganization or insolvency proceedings against the Issuer, or cause the Issuer to commence any reorganization, bankruptcy or insolvency proceedings under any applicable state or federal law, including without limitation any readjustment of debt, or marshaling of assets or liabilities or similar proceedings. The Seller and the Depositor are not transferring and will not transfer any of the Receivables with intent to hinder, delay or defraud any Person.

Section 9.07 Legal Existence. The Seller and the Depositor shall do or cause to be done all things necessary on their part to preserve and keep in full force and effect their existence as limited liability companies or corporations, as applicable, and the Issuer shall do or cause to be done all things necessary on its part to preserve and keep in full force and effect its existence as a Delaware statutory trust, and each of the Seller, the Depositor and the Issuer shall do or cause to be done all things necessary on their part to maintain each of their licenses, approvals, registrations or qualifications in all jurisdictions in which their ownership or lease of property or the conduct of their business requires such licenses, approvals, registrations or qualifications; except for failures to maintain any such licenses, approvals, registrations or qualifications

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which, individually or in the aggregate, would not have a Material Adverse Effect.

Section 9.08 Compliance With Laws. The Seller and the Depositor shall comply with all laws, rules and regulations and orders of any Governmental Authority applicable to the Seller and the Depositor, except where the failure to comply would not have a Material Adverse Effect.

Section 9.10 Taxes. The Seller and the Depositor shall pay and discharge all taxes, assessments and governmental charges or levies imposed upon the Seller and the Depositor, as applicable, or upon such party's income and profits, or upon any of such party's property or any part thereof, before the same shall become in default; provided, that the Seller and the Depositor shall not be required to pay and discharge any such tax, assessment, charge or levy so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the Seller and the Depositor shall have set aside on its books adequate reserves with respect to any such tax, assessment, charge or levy so contested, or so long as the failure to pay any such tax, assessment, charge or levy would not, individually or in the aggregate, have a Material Adverse Effect.

Section 9.11 No Liens, Etc. Against Receivables and Trust Property. Each of the Seller and the Depositor hereby covenants and agrees not to create or suffer to exist (by operation of law or otherwise) any Lien upon or with respect to any of the Aggregate Receivables or any of its interest therein, if any, or upon or with respect to any of its interest in any Account, or assign any right to receive income in respect thereof, other than Permitted Liens. Each of the Seller and the Depositor shall immediately notify the Indenture Trustee of the existence of any Lien on any of the Aggregate Receivables and shall defend the right, title and interest of each of the Depositor, the Issuer and the Indenture Trustee in, to and under the Aggregate Receivables, against all claims of third parties.

Section 9.12 Amendments to Servicing Contract. The Seller, in its capacity as Servicer under the Servicing Contract, hereby covenants and agrees not to amend or agree to the amendment of the Servicing Contract without providing ten (10) days prior written notice to the Agent and the Indenture Trustee (for subsequent distributions to Noteholders) (in each case, such written notice delivered by certified mail, return receipt requested) and, if such amendment has a material adverse effect on the Trust Estate or the interests of the Noteholders as determined by the Agent, without receipt of the prior written consent of the Agent and the Controlling Class Required Noteholders.  The Agent shall notify the Seller, in its capacity as Servicer, that it reasonably believes such amendment to have a material adverse effect on the Trust Estate within such ten (10) days of its receipt of the notice of the Seller of the applicable amendment; provided, however, that if no such notice is received by the Seller from the Agent within such ten (10) day period, the Agent will be deemed to have notified the Seller, in its capacity as Servicer, that it reasonably believes such amendment does not have a material adverse effect on the Trust Estate or the interests of the Noteholders at the expiration of such ten (10) days. Notwithstanding the foregoing, the Seller, in its capacity as Servicer under the Servicing Contract, may amend a Servicing Contract with the written consent of the Agent and the Controlling Class Required Noteholders.

Section 9.13 No Netting or Offsetting. The Seller, in its capacity as Servicer, shall (i) collect and deposit gross collections with respect to the Mortgage Loans included in the Freddie Mac Pool into the related Collection Account, in accordance with the Servicing Contract, (ii) subject to Section 9.04, deposit all amounts received directly from Freddie Mac in respect of the Aggregate Receivables directly into the Reimbursement Account and (iii) subject to Section 9.04, deposit all amounts on deposit in the Freddie Mac Collection Account into the Reimbursement Account, in each case without netting, off-set or deduction from such collections or deposits for any purpose, with the exception of Servicing Compensation due and payable to the Servicer. The Seller shall make all Delinquency Advances and Servicing Advances out of its own funds

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without the utilization of any netting or offsetting of amounts in any account of the Mortgage Loans included in the Freddie Mac Pool, except as permitted under the Servicing Contract with respect to amounts paid ahead by Mortgagors (or such substantially similar term as is used in the Servicing Contract). The Seller shall repay any amounts borrowed with respect to amounts paid ahead by Mortgagors (or such substantially similar term as is used in the Servicing Contract) pursuant to the terms and provisions of the Servicing Contract.

Section 9.13 Books and Records. The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each, if applicable). The Seller shall maintain its computer records so that, from and after the time of the Granting of the security interest under the Indenture on the Receivables to the Indenture Trustee, the Seller's master computer records (including any back-up archives) that refer to any Receivables indicate clearly the interest of the Issuer in such Receivables and that the Receivable is owned by the Issuer and pledged to the Indenture Trustee on behalf of the Secured Parties.

The Depositor shall maintain (or cause to be maintained) accounts and records as to each Aggregate Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the interest of the Issuer in such Receivables and that the Receivable is owned by the Issuer and pledged to the Indenture Trustee on behalf of the Secured Parties.

Section 9.14 Verification Agent. Each of the Seller and the Depositor shall cooperate with the Verification Agent and shall allow the Verification Agent access to its books, records, computer system and employees during ordinary business hours upon reasonable notice and, subject to the terms of the Verification Agent Letter, shall allow the Verification Agent to review all collections and to make copies of any books, records and documents requested by the Verification Agent, but solely to the extent such items and review relate to the Aggregate Receivables and the obligations of the Seller, the Servicer and the Depositor under the Transaction Documents and the Servicing Contract.

Section 9.15 Exclusive. The Initial Receivables to be sold to the Depositor and to be sold and/or contributed from the Depositor to the Issuer on the Initial Funding Date shall consist of all of the Receivables with respect to the Mortgage Loans included in the Freddie Mac Pool outstanding as of the Initial Funding Date. The Additional Receivables sold on each Funding Date shall consist of all of the Receivables with respect to the Mortgage Loans included in the Freddie Mac Pool other than the Initial Receivables and the Receivables previously sold to the Depositor hereunder (other than Receivables repurchased by the Seller pursuant to Section 6.02 hereof or Section 2.19 of the Indenture) as of the related Funding Date. During the Funding Period, the Seller shall not sell, assign, transfer, pledge or convey any Receivable with respect to the Mortgage Loans included in the Freddie Mac Pool to any Person other than the Depositor.

Section 9.16 Recovery. The Seller shall diligently endeavor to collect reimbursement of Aggregate Receivables and shall not waive or forgive the obligation of a mortgagor to pay such amounts except as may be required pursuant to the Servicing Contracts or in accordance with accepted servicing practices (as set forth in the Servicing Contract); provided, however, that upon waiving the right to collect all or a part of any such Receivable, the Seller shall immediately notify the Agent of such waiver and, upon the direction of the Agent, purchase the related Receivable from the Issuer at an amount equal to the applicable Repurchase Price.

Section 9.17 Merger; Change of Control. Without the prior written consent of the Agent (such consent not to be unreasonably withheld), neither the Seller nor the Depositor shall enter into any transaction

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of merger, consolidation or amalgamation (in any case, other than any merger, consolidation or amalgamation of any Affiliate(other than the Issuer or the Depositor) of the Seller into the Seller), or liquidate, wind up or dissolve itself (or suffer any liquidation, wind up or dissolution). In addition, without the prior written consent of the Agent, the Seller hereby covenants that it shall not enter into any agreement or understanding, engage in any transaction or take any other action that shall result in a Change of Control.

Section 9.18 Use of Proceeds. The Seller shall utilize the proceeds of each purchase of Initial Receivables and Additional Receivables for general corporate purposes.

Section 9.19 Seller Procedures and Methodology. The Seller shall provide the Agent and the Noteholders with 30 days written notice prior to the modification of its procedures or methodology relating to (i) the reimbursement mechanics of Delinquency Advances or Servicing Advances; (ii) the way in which it determines that a Delinquency Advance or Servicing Advance is a Nonrecoverable Advance and the extent to which it is no longer obligated to make any such Delinquency Advance or Servicing Advance under the Servicing Contract; and (iii) the way in which it calculates the Reconciled Market Value of a residential property subject to a Mortgage Loan or an REO property.

Section 9.20 Financial Covenants. The Seller, acting as Servicer, covenants that:

(a).the ratio of its Total Indebtedness to Tangible Net Worth (excluding any residual securities issued in connection with a mortgage-backed securities securitization transaction) shall not at any time be greater than 9:1;

(b).the Seller shall maintain minimum Liquidity in an amount of not less than $30,000,000 as of the end of each calendar month; and

(c).the Tangible Net Worth of Seller shall at all times be greater than $175,000,000.

Section 9.21 Further Action. The Seller, Depositor and Issuer each individually, and collectively, covenant that they will take such further action as may be necessary, or in the reasonable opinion of the Agent is necessary, to the extent applicable to the Seller, Depositor, Issuer, Agent or Noteholders, to comply with the requirements relating to risk-retention and disclosure set forth in the Dodd-Frank Wall Street Reform and Consumer Protection Act, Pub. L. No. 111 and any rules and regulations promulgated thereunder.

Section 9.22 Non-Consolidation. The Depositor shall (and the Seller, as the sole owner of 100% of the membership interests in the Depositor, shall cause the Depositor to):

(1)    maintain its own books and records and bank accounts separate from those of any other Person or the Seller;

(2)    at all times hold itself out to the public and all other Persons as a legal entity separate from the Seller and any other Person;

(3)    file its own tax returns, if any, as may be required under applicable law, to the extent (i) not part of a consolidated group filing a consolidated return or returns or (ii) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law;

(4)    not commingle its assets with assets of any other Person;

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(5)    conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence;

(6)    maintain separate financial statements;

(7)    pay its liabilities only out of its funds;

(8)    transact all business with its Affiliates and the Seller on an arm's length basis and pursuant to written, enforceable agreements;

(9)    pay the salaries of its own employees, if any;

(10)    not hold out its credit or assets as being available to satisfy the obligations of others;

(11)    allocate fairly and reasonably any overhead for shared office space;

(12)    use separate stationary, invoices and checks;

(13)    except as contemplated by the Transaction Documents, not pledge its assets for the benefit of any other Person;

(14)    correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Depositor;

(15)    maintain adequate capital in light of its contemplated business purpose, transaction and liabilities;

(16)    cause the managers, officers, agents and other representatives of the Depositor, if any, to act at all times with respect to the Depositor consistently and in furtherance of the foregoing and in the best interests of the Depositor;

(17)    not acquire or assume any obligation or liability of any of its members;

(18) observe all corporate and other organizational formalities;

(19) dissolve or liquidate in whole or in part, except as provided herein (it being understood that the payment or repurchase of Receivables does not constitute a partial liquidation within the meaning of this provision);

(20) incur, create or assume any indebtedness for borrowed money other than as expressly contemplated in the Transaction Documents;

(21)voluntarily file a petition for bankruptcy, reorganization, assignment for the benefit of creditors or similar proceeding;

(22) terminate, amend or otherwise modify its organizational documents without the prior written consent of the Agent; and

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(23) make any change in the character of its business.

ARTICLE X

INDEMNIFICATION

Section 10.01. Indemnification.

(a).Without limiting any other rights that an Indemnified Party may have hereunder or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party (as defined below) from and against any and all Indemnified Amounts (as defined below) which may be imposed on, incurred by or asserted against an Indemnified Party in any way arising out of or relating to any breach of the Seller's or the Servicer's obligations or covenants under this Agreement or any other Transaction Document, or the ownership of the Aggregate Receivables or in respect of the Aggregate Receivables, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party.

Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from:

i. a breach of any representation or warranty made by the Seller under or in connection with this Agreement;

ii. the failure by the Seller or the Servicer to comply with any term, provision or covenant contained in this Agreement, or any agreement executed by it in connection with this Agreement or with any applicable law, rule or regulation with respect to any Aggregate Receivable, or the nonconformity of any Aggregate Receivable with any such applicable law, rule or regulation; or

iii. the failure to vest and maintain vested in the Issuer, or to transfer, to the Issuer, ownership of the Aggregate Receivables, together with all collections in respect thereof, free and clear of any adverse claim (except as permitted hereunder and in the Indenture), whether existing at the time of the transfer of such Aggregate Receivable or at any time thereafter, or the failure to vest and maintain vested in the Indenture Trustee the perfection of the security interest in the Aggregate Receivables free and clear of any adverse claim (except as permitted hereunder and in the Indenture), whether existing at the time of the transfer of such Aggregate Receivable or at any time thereafter.

(b).Any Indemnified Amounts subject to the indemnification provisions of this Section 10.01 shall be paid to the Indemnified Party within twenty (20) Business Days following demand therefor. “Indemnified Party” means any of the Depositor, the Issuer, the Indenture Trustee, the Calculation Agent, the Owner Trustee, the Agent, the Noteholders and any Hedge Provider and their officers, employees, directors and successors or assigns. “Indemnified Amounts” means any and all claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, and related reasonable costs and reasonable expenses of any nature whatsoever, including reasonable attorneys' fees and disbursements (subject to the following paragraph), incurred by an Indemnified Party.

(c).Promptly after an Indemnified Party shall have been served with the summons or other

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first legal process or shall have received written notice of the threat of a claim in respect of which an indemnity may be claimed against the Seller under this Section 10.01, the Indemnified Party shall notify the Seller in writing of the service of such summons, other legal process or written notice, giving information therein as to the nature and basis of the claim, and providing a copy thereof; provided, however, that failure so to notify the Seller shall not relieve the Seller from any liability which it may have hereunder or otherwise except to the extent that the Seller is prejudiced by such failure so to notify the Seller. The Seller will be entitled, at its own expense, to participate in the defense of any such claim or action and to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, unless the defendants in any such action include both the Indemnified Party and the Seller, and the Indemnified Party (upon the advice of counsel) shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Seller, or one or more Indemnified Parties, and which in the reasonable opinion of such counsel are sufficient to create a conflict of interest for the same counsel to represent both the Seller and such Indemnified Party; provided, however, that the Seller shall not be responsible for the fees and expenses of more than one firm of attorneys for all Indemnified Parties related to the Depositor, one firm of attorneys for all Indemnified Parties related to the Issuer, one firm of attorneys for all Indemnified Parties related to the Agent, one firm of attorneys for all Indemnified Parties related to the Noteholders and one firm of attorneys for all Indemnified Parties related to the Indenture Trustee. Each Indemnified Party shall cooperate with the Seller in the defense of any such action or claim. The Seller shall not, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding or threatened proceeding.

ARTICLE XI.

MISCELLANEOUS

Section 11.01 Amendments. No amendment or waiver of any provision of this Agreement shall in any event be effective unless the same shall be in writing and signed by all of the parties hereto and consented to in writing by the Agent, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that, except as otherwise provided in Section 8.01 or Section 8.05 of the Indenture or expressly provided herein, the Issuer shall not make, or permit any Person to make, any amendment, modification or change to, or provide any waiver under this Agreement or any other Transaction Document to which the Issuer is a party without the prior written consent of the Required Noteholders.

Section 11.02 Notices. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including telecopies) and mailed or e-mailed, telecopied (with a copy delivered by overnight courier) or delivered, as to each party hereto, at its address as set forth in Schedule I hereto or at such other address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be deemed effective upon receipt thereof, and in the case of telecopies, when receipt is confirmed by telephone.

Section 11.03 No Waiver; Remedies. No failure on the part of any party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

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Section 11.04 Binding Effect; Assignability.

(a).This Agreement shall be binding upon and inure to the benefit of the Seller, the Depositor and the Issuer and their respective permitted successors and assigns; provided, however, that the Seller shall not have any right to assign its respective rights hereunder or interest herein (by operation of law or otherwise) without the prior written consent of the Agent and the Depositor shall not have any right to assign its respective rights hereunder or interest herein (by operation of law or otherwise) without the prior written consent of the Agent.

(b).This Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the Indenture has terminated.

Section 11.05. GOVERNING LAW; JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

Section 11.06. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

Section 11.07 Survival. All representations, warranties, covenants, guaranties and indemnifications contained in this Agreement and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the sale, transfer or repayment of the Aggregate Receivables.

Section 11.08 Third Party Beneficiary. The Seller and the Depositor acknowledge and agree that the Indenture Trustee, the Calculation Agent, the Agent and the other Secured Parties are intended third party beneficiaries of this Agreement.

Section 11.09 General

(a).No course of dealing and no delay or failure of the Issuer (or the Indenture Trustee as its assignee) in exercising any right, power or privilege under this Agreement shall affect any other or future exercise thereof or the exercise of any other right, power or privilege; nor shall any single or partial exercise of any such right, power or privilege or any abandonment or discontinuance of steps to enforce such a right, power or privilege preclude any further exercise thereof or of any other right, power or privilege. The rights and remedies of the Issuer (and the Indenture Trustee as its assignee) under this Agreement are cumulative

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and not exclusive of any rights or remedies which the Issuer would otherwise have.

(b).The obligations of the Seller and the Depositor under this Agreement shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by (a) any exercise or nonexercise of any right, remedy, power or privilege under or in respect of this Agreement or applicable law, including, without limitation, any failure to set-off or release in whole or in part by the Issuer of any balance of any deposit account or credit on its books in favor of the Issuer or any waiver, consent, extension, indulgence or other action or inaction in respect of any thereof, or (b) any other act or thing or omission or delay to do any other act or thing which would operate as a discharge of the Issuer as a matter of law.

(c).This Agreement sets forth the entire understanding of the parties relating to the subject matter hereof and thereof, and supersedes all prior understandings and agreements, whether written or oral with respect to the subject matter hereof and thereof.

(d).The Seller shall pay the Depositor's and the Issuer's costs and expenses reasonably incurred in connection with the enforcement of any of the Seller's obligations hereunder.

(e).Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or nonauthorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction.

Section 11.10 LIMITATION OF DAMAGES.

NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE PARTIES AGREE THAT NO PARTY SHALL BE LIABLE TO ANY OTHER FOR ANY SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLES; PROVIDED, THAT, THE FOREGOING PROVISION SHALL NOT LIMIT OR RELIEVE ANY PARTY OF ANY OBLIGATION UNDER THIS AGREEMENT TO INDEMNIFY ANY OTHER PARTY AGAINST ANY DAMAGES IMPOSED (INCLUDING SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES) UPON SUCH PARTY BY A FINAL ORDER OF ANY COURT OF COMPETENT JURISDICTION IN CONNECTION WITH ANY LEGAL ACTION BROUGHT AGAINST SUCH PARTY BY ANY THIRD PARTY.

Section 11.11 WAIVER OF JURY TRIAL.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, THE PURCHASES OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF.

Section 11.12 No Recourse. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust, National Association, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the

29

Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.

Section 11.13 Confidentiality.

(a).Subject to Section 11.13(c), the Seller covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement or of any other Transaction Document (including any fees payable in connection with this Agreement or the other Transaction Documents or the identity of any Noteholder), except as the Agent or any Noteholder may have consented to in writing prior to any proposed disclosure and except it may disclose such information (i) to the Affiliates of the Seller or its or their respective directors, officers, employees, agents, advisors, counsel, underwriters, financing sources and other representatives who are informed of the confidential nature of such information and instructed to keep it confidential, (ii) to the extent it should be (A) required by law, rule, regulation, subpoena, or in connection with any legal or regulatory proceeding or (B) requested by any governmental or regulatory authority having jurisdiction over the disclosing party; provided, that, in the case of clause (ii)(A), the disclosing party will use all reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by law) notify the Agent and the Noteholders of its intention to make any such disclosure prior to making such disclosure, (iii) to the extent required to be included in the financial statements or filings with the Securities and Exchange Commission of the Seller or an Affiliate thereof, (iv) to the extent required to exercise any rights or remedies under the Transaction Documents, and (v) to the extent required to consummate and administer the transactions contemplated under the Transaction Documents.

(b).Subject to Section 11.13(c), notwithstanding the generality of the foregoing, Seller and its Affiliates shall maintain the confidentiality of the sensitive economic terms (i.e., Discount Factor, Note Margin Rate, Note Post-ARD Additional Rate, Note Default Additional Rate and the like) set forth in any of the Transaction Documents in negotiations, discussions, agreements or due diligence in connection with any financing, repurchase, credit or similar transactions with any third-party (including any credit facility or any similar structure with respect to mortgage related assets including mortgage loans, RMBS or any similar assets); provided however, that this requirement shall not apply to the tax structure or tax treatment of the transactions contemplated by the Transaction Documents and the Seller and its Affiliates (and any employee, representative, or agent of the Seller and its Affiliates) may disclose to any and all persons without limitation of any kind, the tax structure and tax treatment of such transactions and facts relevant to such tax structure and tax treatment; provided, further the sensitive economic terms referenced above (i.e., Discount Factor, Note Margin Rate, Note Interest Rate, Note Default Additional Rate, Note Post-ARD Additional Rate and the like) shall not be treated by the parties as facts relevant to such tax structure and tax treatment.

[Signature Page Follows]Receivables Purchase Agreement(2012-AW)

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their

30

respective signatories hereunto duly authorized, as of the date first above written.

NATIONSTAR AGENCY ADVANCE FUNDING TRUST 2012-AW

By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee

By:/s/ Christopher M. Cavalli_____________

Name: Christopher M. Cavalli

Title: Banking Officer

NATIONSTAR ADVANCE FUNDING 2012-AW, LLC

By:/s/ Gregory A. Oniu__________________

Name: Gregory A. Oniu

Title: Senior Vice President

NATIONSTAR MORTGAGE LLC

By:/s/ Gregory A. Oniu__________________

Name: Gregory A. Oniu

Title: Senior Vice President

31

Schedule I

Information for Notices

1.if to the Issuer:

Nationstar Agency Advance Funding Trust 2012-AW

c/o Wilmington Trust, National Association

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890

Attention: Corporate Trust Administration

Facsimile:(302) 636-4140

Telephone:(302) 651-1000

(with a copy to the Seller)

2.if to the Depositor:

Nationstar Agency Advance Funding 2012-AW, LLC

350 Highway Drive

Lewisville, Texas 75067

Attention: Greg Oniu

Facsimile:(469) 549-2085

Telephone:(469) 549-2477

3.if to the Seller:

NATIONSTAR MORTGAGE LLC

350 Highland Drive

Lewisville, Texas 75067

Attention: Greg Oniu

Facsimile:(469) 549-2085

Telephone:(469) 549-2477

4.if to the Indenture Trustee on behalf of the Secured Parties or the Calculation Agent:

Use Notice Address provided in the Indenture.

5.if to the Agent:

WELLS FARGO SECURITIES, LLC

301 South College Street

MAC D1053-082

Charlotte, North Carolina 28288

Attention:Benjamin Peterson

Facsimile:(704) 383-3556

Telephone:(704) 715-9707

Sch-I-1

6.if to the Noteholders:

WELLS FARGO BANK, N.A.

301 South College Street

MAC D1053-082

Charlotte, North Carolina 28288

Attention:Andrew Riebe

Facsimile:(704) 383-3556

Telephone:(704) 715-1403

Sch-I-2

EXHIBIT A

COPY OF INITIAL FUNDING DATE REPORT

FOR

INITIAL RECEIVABLES

A-1

EXHIBIT B

FORM OF FUNDING NOTICE

[insert date]

Nationstar Agency Advance Funding Trust 2012-AW c/o Wilmington Trust, National Association Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 Attention: Corporate Trust Administration Facsimile: (302) 636 - 4140 Telephone: (302) 651-1000	Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, Maryland 20145-1951 Client Manager - Nationstar Agency Advance Funding Trust 2012-AW Facsimile: (410) 715-2380 Telephone: (410) 884-2000
Wells Fargo Securities, LLC 301 South College Street MAC D1053-082 Charlotte, North Carolina 28202 Attention: Benjamin Peterson Facsimile: (704) 383-8001 Telephone: (704) 715-9707	American Mortgage Consultants, Inc. 335 Madison Avenue, 27th Floor New York, New York 10017 Attention: [______________]

Re: Receivables Purchase Agreement, dated as of June 12, 2012; Funding Notice

Pursuant to Section 2.01 of the Receivables Purchase Agreement, dated as of June 12, 2012 (the “Receivables Purchase Agreement”), among Nationstar Agency Advance Funding Trust 2012-AW (the “Issuer”), Nationstar Agency Advance Funding 2012-AW, LLC (the “Depositor”) and Nationstar Mortgage LLC (the “Seller”), the undersigned hereby notifies you that the Receivables listed on Exhibit A hereto, in the amount of $[____________], are being sold by the Seller to the Depositor and by the Depositor to the Issuer on the Funding Date occurring on [insert date].

The Seller also hereby certifies that (i) the Funding Conditions contained in Sections 7.02(ii), (iii), (iv), (v), (vi), (vii), (viii), (xii), (xiii), (xiv), (xv), (xvi) and (xvii) of the Indenture, dated as of June 12, 2012, between the Issuer and Wells Fargo Bank, N.A., have been met, and (ii) the representations and warranties contained in Section 6 of the Receivables Purchase Agreement are true and correct as of the date hereof.

The Depositor also hereby certifies that the representations and warranties contained in Section 5 of the Receivables Purchase Agreement are true and correct as of the date hereof.

Very truly yours,

NATIONSTAR MORTGAGE LLC, Seller

By:

B-1

Name:

Title: _________________________

NATIONSTAR AGENCY ADVANCE FUNDING 2012-AW, LLC, Depositor

By:

Name:

Title: _________________________

NATIONSTAR MORTGAGE LLC, as Administrator

By:

Name:

Title: _________________________

We have performed the subset of the procedures set forth in Exhibit 1 of our engagement letter for Agreed Upon Procedures reports with Wells Fargo Securities, LLC and Nationstar Mortgage LLC dated [___________], [____]. We noted no exceptions as a result of these procedures. All restrictions, terms and conditions of the engagement letter apply to these procedures.

[American Mortgage Consultants, Inc. (signed)]

[Date]

By:

B-2

Exhibit C

FORM OF BILL OF SALE

Nationstar Mortgage LLC (the “Seller”) hereby absolutely sells to Nationstar Agency Advance Funding 2012-AW, LLC, and Nationstar Agency Advance Funding 2012-AW, LLC (the “Depositor”) hereby absolutely sells, transfers and assigns to Nationstar Agency Advance Funding Trust 2012-AW, a statutory trust organized under the laws of the State of Delaware (the “Purchaser”), without recourse, except as set forth in the Receivables Purchase Agreement:

(a) All right, title and interest in and to the Receivables identified in the Schedule attached hereto as Exhibit A; and

(b) All principal, interest and other proceeds of any kind received with respect to such Receivables, including but not limited to proceeds derived from the conversion, voluntary or involuntary, of any of such assets into cash or other liquidated property.

The ownership of the Receivables is vested in Purchaser and the ownership of all records and documents with respect to the related Receivables prepared by or which come into the possession of the Seller or the Depositor shall immediately vest in Purchaser and shall be retained and maintained, in trust, by the Seller or the Depositor, as applicable at the will of Purchaser in such custodial capacity only. The sale of the Receivables shall be reflected as a sale on the Seller's and the Depositor's business records, tax returns and financial statements.

This Bill of Sale is made pursuant to, and is subject to the terms and conditions of, that certain Receivables Purchase Agreement dated as of June 12, 2012, among Nationstar Mortgage LLC, as seller, Nationstar Agency Advance Funding 2012-AW, LLC, as depositor and Nationstar Agency Advance Funding Trust 2012-AW, as issuer (the “Agreement”). The Seller confirms to Purchaser that the representations and warranties set forth in Article 6 of the Agreement are true and correct as if made on the date hereof (except to the extent that they expressly relate to an earlier or later date). The Depositor confirms to Purchaser that the representations and warranties set forth in Article 5 of the Agreement are true and correct as if made on the date hereof (except to the extent that they expressly relate to an earlier or later date).

Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

DATED: ______________________

NATIONSTAR MORTGAGE LLC

By:

Name:

C-1

Title: _________________________

Nationstar Agency Advance Funding 2012-AW, LLC

By:

Name:

Title: ________________________

C-2

Exhibit D

FORM OF SUBORDINATED NOTE

THIS SUBORDINATED NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE OWNER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND SUCH STATE LAWS, AND NEITHER THE ENTERING INTO, NOR THE TRANSACTIONS CONTEMPLATED BY, THIS SUBORDINATED NOTE AND WILL NOT BE A “PROHIBITED TRANSACTION” UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”). BY ACCEPTANCE OF THIS SUBORDINATED NOTE, THE HOLDER AGREES TO BE BOUND BY ALL THE TERMS OF THE RECEIVABLES PURCHASE AGREEMENT.

[_________], 2012

FOR VALUE RECEIVED, the undersigned, Nationstar Agency Advance Funding 2012-AW, LLC, a Delaware limited liability company (the “Depositor”), promises to pay to the order of Nationstar Mortgage LLC, a Delaware limited liability company (the “Seller”), on [______], 20[__] (the “Maturity Date”) the aggregate unpaid principal amount of all amounts loaned hereunder pursuant to Section 2.01(c) of that certain Receivables Purchase Agreement, dated as of June [__], 2012 (together with all amendments and other modifications, if any, from time to time thereafter made thereto, the “Receivables Purchase Agreement”), among the Seller, the Depositor and Nationstar Agency Advance Funding Trust 2012-AW (the “Issuer”), together with any and all accrued and unpaid interest on all amounts loaned hereunder.

Interest will accrue on the average daily balance of the unpaid principal amount of all amounts loaned hereunder for each day from the date such loan amounts are made until they become due or are paid in full, at a rate per annum equal to the sum of (i) the LIBOR Rate (as defined below) and (ii) a spread designated as such in writing by the Seller to the Depositor from time to time (the “Spread”). Interest will be computed on the basis of a 360-day year and paid for the actual number of days elapsed (including the first but excluding the last day). Should any principal of, or accrued interest on, any amounts loaned hereunder not be paid when due, such amount will bear interest from its due date until paid in full, at a rate per annum equal to the sum of (i) the LIBOR Rate, (ii) the Spread and (iii) [1.00]%. Interest shall be payable on the unpaid principal balance of this note (this “Subordinated Note”) commencing on [__________], 200[_] and continuing on the [___] day of each [January, April, July, and October]. With respect to any such [___] day that is not a Business Day, the interest payment otherwise due on such [___] day shall be due on the next subsequent day that is a Business Day.

For the purposes of this Subordinated Note, “LIBOR Rate” shall mean the offered rate for one-month U.S. dollar deposits as such rate appears on Reuters Screen LIBOR01 Page (as defined in the International Swaps and Derivatives Association, Inc. 2000 Definitions) or such other page as may replace Reuters Screen LIBOR01 Page as of 11:00 a.m. (London time) on such date; provided that if such rate does not appear on Telerate Page 3750, the rate for such date will be determined on the basis of the rates at which one-month U.S. dollar deposits are offered by [Name of Banks] (the “Reference Banks”) at approximately 11:00 a.m. (London time) on such date to prime banks in the London interbank market. In such event, the Seller will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at

D-1

least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations (rounded upwards if necessary to the nearest whole multiple of 1/16%). If fewer than two quotations are provided as requested, the rate for that date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Seller, at approximately 11:00 a.m. (New York City time) on such date for one-month U.S. dollar loans to leading European banks.

Unless plainly wrong, the computer records of the holder hereof shall on any day conclusively evidence the unpaid balance of this Subordinated Note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made hereon may be (but are not required to be) set forth by or on behalf of such holder on the schedule which is attached hereto or otherwise recorded in such holder's computer or manual records; provided, that any failure to make notation of any principal advance or accrual of interest shall not cancel, limit or otherwise affect Depositor's obligations or any of such holder's rights with respect to that advance or accrual. Unless otherwise defined, capitalized terms used herein have the meanings provided in or specified in accordance with the Receivables Purchase Agreement.

The obligation of the Depositor to pay the principal of, and interest on, all loans and advances on this Subordinated Note shall be absolute and unconditional, shall be binding and, to the fullest extent permitted by law, enforceable in all circumstances whatsoever and shall not be subject to setoff, recoupment or counterclaim; provided, however, that the Depositor shall only be obligated to pay principal and interest on this Subordinated Note from cash actually received by the Depositor from distributions on the Receivables after payment of all amounts due the Noteholder under the Indenture, dated as of June [__], 2012, between the Issuer and Wells Fargo Bank, N.A., as indenture trustee.

Depositor may prepay at any time, without penalty or fee, the principal or interest outstanding hereunder or any portion of such principal or interest. Payments of both principal and interest are to be made in lawful money of the United States of America in same day or immediately available funds.

The Seller hereby agrees, prior to the date that is 367 days after the Maturity Date, not to acquiesce, petition, or invoke the process of any court or government authority (or to encourage or cooperate with others) for the purpose of commencing or sustaining a case against the Seller under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of or for the Seller or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller. The foregoing shall not limit the rights of the Depositor to file any claim in, or to otherwise take any action with respect to, any insolvency proceeding instituted against the Seller by any other unaffiliated entity.

Notwithstanding anything contained herein to the contrary, to the extent that the Seller is deemed to have any interest in any assets of the Depositor, the Seller agrees that its interest in those assets is subordinate to claims or rights of all other creditors of the Depositor. The Seller agrees that this Subordinated Note constitutes a subordinated note for purposes of Section 510(a) of the United States Bankruptcy Code, as amended from time to time (11 U.S.C. §§ 101 et seq.).

As set forth in Section 2.01(c) of the Receivables Purchase Agreement, the Depositor hereby represents and warrants as of each loan and advance made hereon that at the time of (and immediately after) each loan and advance made hereunder, (i) the Depositor's total assets exceed its total liabilities both before and after the sale transaction, (ii) the Depositor's cash on hand is sufficient to satisfy all of its current obligations, (iii) the Depositor is adequately capitalized at a commercially reasonable level and (iv) the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinate Loan and this Subordinated Note is adequate. Each loan or advance made hereunder by the Seller to the Depositor is subject

D-2

to the accuracy of the representations and warranties herein made on the part of the Depositor.

This Subordinated Note is the Subordinated Note referred to in, and evidences indebtedness incurred under, the Receivables Purchase Agreement, and the holder hereof is entitled to the benefits of the Receivables Purchase Agreement. Upon and subject to the terms and conditions of the Receivables Purchase Agreement, Depositor may borrow, repay and reborrow against this note under the circumstances, in the manner and for the purposes specified in the Receivables Purchase Agreement and this Subordinated Note, but for no other purposes. All parties hereto, whether as makers, endorsers or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor.

THIS SUBORDINATED NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, APPLICABLE TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK AND WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PROVISIONS THEREOF.

[Signature Page Follows]

Nationstar Agency Advance Funding 2012-AW, LLC

By:_________________________________Name:

Title:

D-3

EX-10.20

Exhibit 10.20

RECEIVABLES PURCHASE AGREEMENT

AMONG

NATIONSTAR ADVANCE FUNDING TRUST 2012-C

AS ISSUER

NATIONSTAR ADVANCE FUNDING 2012-C, LLC

AS DEPOSITOR

AND

NATIONSTAR MORTGAGE LLC

AS SELLER

DATED AS OF JUNE 26, 2012

TABLE OF CONTENTS		Page
ARTICLE I. DEFINITIONS		1
Section 1.01.	Certain Defined Terms	1
Section 1.02.	Other Definitional Provisions	3
ARTICLE II. SALE OF RECEIVABLES; CLOSING; ACKNOWLEDGMENT AND CONSENT		3
Section 2.01.	Sale of Receivables	3
Section 2.02.	Closing	6
Section 2.03.	Seller’s Acknowledgment and Consent to Assignment	6
ARTICLE III. CONDITIONS PRECEDENT TO CLOSING		7
Section 3.01.	Closing Subject to Conditions Precedent	7
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE ISSUER		10
Section 4.01.	Representations and Warranties	10
ARTICLE V. REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR		11
Section 5.01.	Representations and Warranties	11
ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF THE SELLER		13
Section 6.01.	Representations and Warranties	13
Section 6.02.	Repurchase Upon Breach	19
ARTICLE VII. INTENTION OF THE PARTIES; SECURITY INTEREST		19
Section 7.01.	Intention of the Parties	19
Section 7.02.	Security Interest	20
ARTICLE VIII. COVENANTS OF THE SELLER		21
Section 8.01.	Information	21
Section 8.02.	Acknowledgment	22
Section 8.03.	Access to Information	22
Section 8.04.	Ownership and Security Interests; Further Assurances	23
Section 8.05.	Covenants	23
Section 8.06.	Assignment of Rights	24
Section 8.07.	Risk Retention	24
ARTICLE IX. ADDITIONAL COVENANTS		24
Section 9.01.	Further Assurances	24
Section 9.02.	Expenses	25
Section 9.03.	Mutual Obligations	25
Section 9.04.	Servicing Standards	25
Section 9.05.	Transfer of Servicing; Replacement of Servicer	27
Section 9.06.	Bankruptcy	27
Section 9.07.	Legal Existence	28
Section 9.08.	Compliance With Laws	28
Section 9.09.	Taxes	28
Section 9.10.	No Liens, Etc. Against Receivables and Trust Property	28
Section 9.11.	Amendments to Servicing Contracts	28
Section 9.12.	No Netting or Offsetting	29
Section 9.13.	Books and Records	29
Section 9.14.	Verification Agent	29
Section 9.15.	Exclusive	30

Section 9.16.	Recovery	30
Section 9.17.	Merger; Change of Control	30
Section 9.18.	Use of Proceeds	30
Section 9.19.	Seller Procedures and Methodology	30
Section 9.20.	Further Action.	31
ARTICLE X. INDEMNIFICATION		31
Section 10.01	Indemnification.	31
Section 10.02	Non-Consolidation	33
ARTICLE XI. MISCELLANEOUS		34
Section 11.01	Amendments	34
Section 11.02	Notices	35
Section 11.03	No Waiver; Remedies	35
Section 11.04	Binding Effect; Assignability.	35
Section 11.05	GOVERNING LAW; JURISDICTION	35
Section 11.06	Execution in Counterparts	36
Section 11.07	Survival	36
Section 11.08	Third Party Beneficiary	36
Section 11.09	General	36
Section 11.10	LIMITATION OF DAMAGES.	37
Section 11.11	WAIVER OF JURY TRIAL.	37
Section 11.12	No Recourse	37
Section 11.13	Confidentiality	37

Schedule I-Information for Notices

Exhibit A-Copy of Initial Funding Date Report for Initial Receivables

Exhibit B-Funding Notice

Exhibit C-Form of Bill of Sale from Depositor to Issuer

Exhibit D-Form of Subordinated Note

RECEIVABLES PURCHASE AGREEMENT, dated as of June 26, 2012 (this “Receivables Purchase Agreement” or this “Agreement”), among NATIONSTAR ADVANCE FUNDING TRUST 2012-C (the “Issuer”), NATIONSTAR ADVANCE FUNDING 2012-C, LLC (the “Depositor”) and NATIONSTAR MORTGAGE LLC (the “Seller” or “Nationstar”).

In consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01    Certain Defined Terms

Capitalized terms used herein without definition shall have the meanings set forth in the Indenture. Additionally, the following terms shall have the following meanings:

“Aggregate Value” means, with respect to the Receivables sold by the Seller to the Depositor on a Funding Date, the product of (a) the Receivables Balance of such Receivables on such Funding Date and (b) a factor equal to the sum of (i) the weighted average (in accordance with the relevant Discount Factor Proportional Weighting Ratios) of the Variable Funding Note Discount Factor and the Term Note Discount Factor (if any Term Notes are outstanding) with respect to such Receivables and (ii) one half of the amount by which 100% exceeds the sum of the weighted average (in accordance with the relevant Discount Factor Proportional Weighting Ratios) of the Variable Funding Note Discount Factor and the Term Note Discount Factor (if any Term Notes are outstanding) with respect to such Receivables.

“Bankruptcy Code” means the Federal Bankruptcy Code, as set forth in Title 11 of the United States Code, as amended, and any successor statute and/or any bankruptcy, insolvency, reorganization or similar law.

“Cash Purchase Price” means, with respect to the Initial Receivables sold on the Initial Funding Date or with respect to any Additional Receivables sold and/or contributed on subsequent Funding Dates during the Funding Period, the Collateral Value of such Receivables.

“Closing” shall have the meaning set forth in Section 2.02.

“Core Business Activities” means, as of any date of determination, any and all activities relating to mortgage origination and servicing.

“Depositor Material Adverse Effect” shall have the meaning set forth in Section 5.01(a).

“Governmental Actions” means any and all consents, approvals, permits, orders, authorizations, waivers, exceptions, variances, exemptions or licenses of, or registrations, declarations or filings with, any Governmental Authority required under any Governmental Rules.

“Governmental Authority” means the United States of America, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and having jurisdiction over the applicable Person.

“Governmental Rules” means any and all laws, statutes, codes, rules, regulations, ordinances, orders, writs, decrees and injunctions of any Governmental Authority and any and all legally binding

1

conditions, standards, prohibitions, requirements and judgments of any Governmental Authority.

“Indemnified Party” shall have the meaning set forth in Section 10.01(b).

“Indenture” means, the Indenture, dated as of June 26, 2012, between the Issuer and the Indenture Trustee.

“Material Adverse Effect” shall mean a Depositor Material Adverse Effect or Seller Material Adverse Effect, as applicable.

“Nonrecoverable Advance” shall mean any Delinquency Advance or Servicing Advance previously made in respect of a Mortgage Loan or REO property that, determined in accordance with the related Servicing Contract, will not be ultimately recoverable from late collections, insurance proceeds, liquidation proceeds or condemnation proceeds on such Mortgage Loan or REO property, or as such term (or term of substantially similar import howsoever denominated or defined) is defined in the relevant Servicing Contract.

“Non-Funding Election” shall have the meaning set forth in Section 2.01(d).

“Payment Clearing Account” shall mean account number 4121967343 held at Wells Fargo Bank, N.A. and entitled “Nationstar Mortgage LLC and in trust for the Benefit of Certain Investors.”

“Receivables Related Collateral” shall have the meaning set forth in Section 7.01.

“Relevant UCC” means the Uniform Commercial Code as in effect in any applicable jurisdiction.

“Repurchase Price” shall mean, with respect to any Receivable on any date that such Receivable is repurchased pursuant to Section 6.02 or Section 9.05 hereof, an amount equal to the difference between the Receivables Balance in respect thereof on the date such Receivable was transferred to the Depositor and the Issuer hereunder and the Advance Reimbursement Amounts in respect of such Receivable actually paid to the Issuer.

“Seller Material Adverse Effect” shall have the meaning set forth in Section 6.01(a).

“Servicing Standards” means, collectively, the covenants and other terms and provisions set forth in Section 9.04.

“Subordinated Loan” has the meaning set forth in Section 2.01(b).

“Subordinated Loan Proceeds” has the meaning set forth in Section 2.01(b).

“Subordinated Note” means the promissory note in substantially the form of Exhibit D hereto as more fully described in Section 2.01(b), as the same may be amended, restated, supplemented or otherwise modified from time to time.

Section 1.02.    Other Definitional Provisions

(a)All terms defined in this Agreement shall have the meanings defined herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

2

(b)As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in Section 1.01, and accounting terms partially defined in Section 1.01 to the extent not defined, shall have the respective meanings given to them under GAAP. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under GAAP, the definitions contained herein shall control.

(c)The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Section, subsection, Schedule and Exhibit references contained in this Agreement are references to Sections, subsections, Schedules and Exhibits in or to this Agreement unless otherwise specified.

ARTICLE II.

SALE OF RECEIVABLES; CLOSING;

ACKNOWLEDGMENT AND CONSENT

Section 2.01.    Sale of Receivables

a.On the Initial Funding Date, the Seller shall sell and/or contribute to the Depositor and the Depositor shall acquire from the Seller, in accordance with the procedures and subject to the terms and conditions set forth herein and in the Indenture, (1) the Initial Receivables described in the initial Funding Date Report attached as Exhibit A hereto and (2) all moneys due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of the Seller to enforce such Initial Receivables under each Servicing Contract. On each subsequent Funding Date during the Funding Period, the Seller shall sell and/or contribute to the Depositor and the Depositor shall acquire from the Seller, in accordance with the procedures and subject to the terms and conditions set forth herein and in the Indenture, (1) Additional Receivables representing the contractual rights to be reimbursed for all of the Delinquency Advances and Servicing Advances with respect to the Securitization Trusts made prior to such Funding Date and not previously sold to the Depositor and (2) all moneys due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of the Seller to enforce such Initial Receivables and any Additional Receivables under each Servicing Contract.

On the Initial Funding Date, the Depositor shall sell and/or contribute to the Issuer and the Issuer shall acquire from the Depositor, in accordance with the procedures and subject to the terms and conditions set forth herein and in the Indenture, (1) the Initial Receivables described in the initial Funding Date Report attached as Exhibit A hereto and (2) all moneys due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of the Seller to enforce such Initial Receivables under each Servicing Contract. On each subsequent Funding Date during the Funding Period, the Depositor shall sell and/or contribute to the Issuer and the Issuer shall acquire from the Depositor, in accordance with the procedures and subject to the terms and conditions set forth herein and in the Indenture, (1) the Additional Receivables acquired by the Depositor on such Funding Date and (2) all moneys due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all the rights of the Seller to enforce such Additional Receivables under each Servicing Contract. The purchase price payable for any sale of any Receivable to the Depositor hereunder is the Aggregate Value thereof. The purchase price for any Receivable shall be paid by the Depositor to the Seller in accordance with this Section 2.01.

Any reference to the sale, transfer, conveyance or contribution of any Receivables hereunder shall be deemed to also include a reference to a sale, transfer, conveyance or contribution of all rights of the Seller or the Depositor, as applicable, to enforce such Receivables under each Servicing Contract.

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Subject to the satisfaction of the Funding Conditions on each Funding Date, the Issuer shall transfer to the Depositor or accept as a capital contribution, or any combination thereof, an amount equal to the Aggregate Value in respect of the Initial Receivables sold on the Initial Funding Date and deliver to the Depositor the Trust Certificates or Additional Receivables sold on each subsequent Funding Date, as applicable, in accordance with Section 7.01 of the Indenture and the Depositor shall pay to the Seller the Aggregate Value in respect of the Initial Receivables sold on the Initial Funding Date or Additional Receivables sold on each subsequent Funding Date, as applicable, in accordance the terms hereof.

b.The Aggregate Value with respect to any Receivables transferred to the Depositor shall be paid by the Depositor to the Seller as follows:

i. first, by delivery of immediately available funds, to the extent of funds available to the Depositor (from amounts made available to the Issuer pursuant to the Indenture or with the proceeds of any fundings under any Note and, in each case, transferred to the Depositor);

ii. second, with the proceeds of a subordinated revolving loan from the Seller to the Depositor (a “Subordinated Loan”) in an amount not to exceed the remaining unpaid portion of the related Aggregate Value (such proceeds, the “Subordinated Loan Proceeds”); and

iii. third, by accepting a contribution to its capital from the Seller in an amount equal to the remaining unpaid balance of such purchase price therefor.

Subject to the limitations set forth in this Section 2.01(b), the Agent, on behalf of the Depositor, shall request borrowings under the Subordinated Loan with respect to each purchase by the Depositor of Receivables during the Funding Period to the extent necessary to make the payments set forth in Sections 2.01(a) and (b) in connection with purchases of the Initial Receivables and the Additional Receivables, and the Seller irrevocably agrees to advance such amounts under the Subordinated Loan so requested; provided, however, that the Depositor may not make any borrowing under the Subordinated Loan unless at the time of (and immediately after) each such borrowing thereunder, (i) the Depositor's total assets exceed its total liabilities both before and after the sale transaction, (ii) the Depositor's cash on hand is sufficient to satisfy all of its current obligations, (iii) the Depositor is adequately capitalized at a commercially reasonable level and (iv) the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinate Loan and Subordinated Note is adequate. The Subordinated Loan shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note. The Seller is hereby authorized by the Depositor to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto; provided, that the failure to make such notation shall not affect any obligation of the Depositor thereunder.  The Seller shall record in its books and records all increases in and payments in reduction of the outstanding principal amount of the Subordinated Note.

The excess of (i) the Aggregate Value of the Initial Receivables or Additional Receivables sold and/or contributed on the Initial Funding Date or any subsequent Funding Date over (ii) the amounts paid in immediately available funds with respect to such Initial Receivables or Additional Receivables sold and/or contributed on the Initial Funding Date or such subsequent Funding Date shall be a capital contribution by the Depositor to the Issuer. The Aggregate Receivables at any time of determination shall consist of the Initial Receivables and the Additional Receivables sold and/or contributed to the Issuer prior to such time of determination.

c.With respect to Legacy Deferred Servicing Fees, on the Closing Date, to the extent the Initial Funding Date is on the Closing Date, by no later than 12:00 PM Eastern time and, with respect to Delinquency Advances and Servicing Advances, one (1) Business Day prior to each

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Funding Date on which the Initial Note Balance or any Additional Note Balances are to be purchased (or, on the Closing Date, to the extent the Initial Funding Date is on the Closing Date), by no later than 12:00 PM Eastern time, the Seller shall deliver to the Depositor and the Depositor shall deliver to the Issuer, with copies to the Agent and the Indenture Trustee, a funding notice (such notice, the “Funding Notice”) and a bill of sale (the “Bill of Sale”), in substantially the forms annexed as Exhibits B and C hereto, respectively, with respect to the Receivables to be sold and/or contributed on such Funding Date.

d.Subject to the limitations on the making of Subordinated Loans set forth herein, on any Funding Date, the Seller may elect to sell and/or contribute all Receivables to the Depositor in exchange for Subordinated Loan Proceeds or by making a contribution of any such Receivables to the capital of the Depositor without payment of any Cash Purchase Price by the Depositor, and the Depositor may simultaneously contribute such Receivables to the Issuer, if the Seller and the Depositor determine that such actions are in their best interests (such action, a “Non-Funding Election”); provided, that, on the related Funding Date, the Seller shall notify the Variable Funding Noteholders, the Agent and the Indenture Trustee of such Non-Funding Election.

Section 2.02.    Closing

. The closing (the “Closing”) of this Agreement, upon and concurrent with the closing under the Note Purchase Agreement, shall take place at 2:00 PM at the offices of SNR Denton US LLP, 1221 Avenue of the Americas, New York, New York 10020 on June 26, 2012, or if the conditions precedent to closing set forth in Article III of this Agreement shall not have been satisfied or waived by such date, as soon as practicable after such conditions shall have been satisfied or waived, or at such other time, date and place as the parties shall agree upon (the date of the Closing being referred to herein, the “Closing Date”).

Section 2.03.    Seller's Acknowledgment and Consent to Assignment

. Seller hereby acknowledges that the Depositor has assigned to the Issuer and the Issuer has Granted to the Indenture Trustee, on behalf of the Secured Parties, the rights of the Depositor and the Issuer as purchasers under this Agreement, including, without limitation, the right to enforce the obligations of the Seller hereunder. The Seller hereby consents to such assignment by the Depositor and Grant in the Indenture by the Issuer to the Indenture Trustee, on behalf of the Secured Parties, and agrees to remit the Repurchase Price in respect of any repurchased Receivable directly to the Reimbursement Account as provided for in Section 6.02 hereof. The Seller acknowledges that the Indenture Trustee, on behalf of the Secured Parties, shall be a third party beneficiary in respect of the representations, warranties, covenants, rights and benefits arising hereunder that are so Granted by the Issuer. The Seller hereby authorizes the Issuer and the Indenture Trustee, as the Issuer's assignee, on behalf of the Seller, to execute and deliver such documents or certificates as may be necessary in order to enforce its rights to or collect under the Receivables at any time that any Early Amortization Event has occurred and is continuing. The Seller hereby agrees to be bound by and perform all of the covenants and obligations of the Seller and the Servicer set forth in the Indenture.

ARTICLE III.

CONDITIONS PRECEDENT TO CLOSING

Section 3.01.    Closing Subject to Conditions Precedent

The Closing is subject to the satisfaction at the time of the Closing of the following conditions (any or all of which may be waived by the Issuer, with the consent of the Agent (in its sole discretion)):

a.Performance by the Seller and the Depositor. All the terms, covenants, agreements and conditions of the Transaction Documents to be complied with and performed by the Seller and the Depositor on or before the Closing Date shall have been complied with and performed in all material respects.

b.Representations and Warranties. Each of the representations and warranties of the

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Seller and the Depositor made in the Transaction Documents shall be true and correct in all material respects as of the Closing Date (except to the extent they expressly relate to an earlier or later time).

c.Officer's Certificate. The Agent and the Indenture Trustee shall have received in form and substance reasonably satisfactory to the Agent and its counsel an Officer's Certificate from the Seller and the Depositor, dated the Closing Date, certifying to the satisfaction of the conditions set forth in the preceding paragraphs (a) and (b).

d.Opinions of Counsel to the Seller, the Depositor and the Servicer. Counsel to the Seller, the Depositor and the Servicer shall have delivered to the Agent and the Indenture Trustee favorable opinions as to matters described in Section 4.01 of the Note Purchase Agreement, dated the Closing Date and reasonably satisfactory in form and substance to the Agent and its counsel.

e.Filings and Recordations. As of the Closing Date, the Agent and the Indenture Trustee shall have received evidence reasonably satisfactory to the Agent of (i) the completion of all recordings, registrations and filings as may be necessary or, in the reasonable opinion of the Agent, desirable to perfect or evidence the transfer by the Seller to the Depositor of the Seller's ownership interest in the Aggregate Receivables and the proceeds thereof and the assignment by the Depositor to the Issuer of the Depositor's ownership interest in the Aggregate Receivables and the proceeds thereof and (ii) the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Agent, desirable to perfect or evidence the Grant of a first priority perfected security interest in the Issuer's ownership interest in the Trust Estate, in favor of the Indenture Trustee, subject to no Liens prior to the Lien created by the Indenture.

f.Documents. The Agent and the Indenture Trustee shall have received a duly executed counterpart of this Agreement (in a form acceptable to the Agent), each of the other Transaction Documents (other than any Hedge Agreement) and each and every document or certification delivered by the Seller and the Depositor in connection with this Agreement or any other such Transaction Document, and each such document shall be in full force and effect.

g.Actions or Proceedings. No action, suit, proceeding or investigation by or before any Governmental Authority shall have been instituted to restrain or prohibit the consummation of, or to invalidate, any of the transactions contemplated by the Transaction Documents and the documents related thereto in any material respect.

h.Approvals and Consents. All Governmental Actions of all Governmental Authorities required to consummate the transactions contemplated by the Transaction Documents and the documents related thereto shall have been obtained or made.

i.Fees, Costs and Expenses. The invoiced fees, costs and expenses payable by the Seller pursuant to Section 9.02 hereof and any other Transaction Document shall have been paid; including, but not limited to, the Upfront Fee payable to the Committed Purchaser (as defined in the Note Purchase Agreement) in accordance with the terms and provisions of the Fee Side Letter.

j.Verification Agent. The Seller shall have engaged the Verification Agent pursuant to the Verification Agent Letter.

k.Aurora IT Platform Certification. The Agent shall have received from the Verification Agent a certification, dated the Closing Date, in form and substance reasonably satisfactory to the Agent, certifying that, prior to the Closing Date, the Verification Agent has conducted verification procedures substantially similar to those set forth in Exhibit 1 of the Verification Agent Letter for Agreed Upon Procedures reports with respect to the data stored in the “IT Platform” (as such term is defined in the Asset Purchase Agreement) to the satisfaction of the Verification Agent.

l.Aurora Transaction. The fees and expenses payable pursuant to the terms and provisions of that certain Commitment Letter, dated March 4, 2012, by and between Nationstar and Credit Suisse AG, Cayman Islands Branch, shall have been paid. In addition, the Agent and the Indenture Trustee shall have received (in form and substance reasonably satisfactory to the Agent and its counsel) an Officer's Certificate from Nationstar, dated as of the Closing Date, certifying: (i) to the consummation and effectiveness

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of the transactions contemplated under the Asset Purchase Agreement; (ii) there are no changes from the date of the Commitment Letter to the date hereof regarding any of the indemnification or repurchase obligations or any party or regarding credit support backing those obligations and the requirements by the Office of Comptroller Currency, in each case as set forth in the Asset Purchase Agreement; (iii) other than as set forth in clause (ii), there have been no amendments or waivers to the Asset Purchase Agreement which require and have not received the consent of the Agent (such consent not to be unreasonably withheld or delayed); (iv) that there has not occurred any event, change or condition since the date of the Commitment Letter that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on (A) the business, assets, liabilities, operations, condition (financial or otherwise), operating results, Projections (as defined in the Commitment Letter) or prospects of Nationstar and its affiliates and subsidiaries taken as a whole, or (B) the ability of Nationstar and its affiliates and subsidiaries to perform their respective obligations under the Transaction Documents; (v) other than with respect to the facility under the Transaction Documents, lenders (or note purchasers) have entered into definitive documentation (or will concurrently enter into definitive documentation) to provide financing to Nationstar in an aggregate amount of not less than $900,000,000 for advances made by Nationstar under the related servicing agreements for which Nationstar will succeed to the obligations of Aurora under the Asset Purchase Agreement; (vi) all information, other than all Projections (as defined in the Commitment Letter), that was made available to the Agent, the Note Purchaser or the Administrative Agent or any of their affiliates or representatives by or on behalf of Nationstar or any of Nationstar's representatives (the “Information”) was, when furnished, complete and correct in all material respects and did not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (or if at any time prior to the Closing Date any of the Information in this clause (vi) was incorrect, Nationstar promptly (and prior to the Closing Date) supplemented such Information so that such Information was correct under those circumstances); and (vii) the Projections (as defined in the Commitment Letter) that were made available to the Agent, the Note Purchaser or the Administrative Agent or any of their affiliates or representatives by Nationstar or on behalf of Nationstar or any of its representatives were prepared in good faith based upon accounting principles consistent with the historical audited financial statements of Nationstar and upon assumptions that were reasonable at the time made and at the time the related Projections were made available to the Agent, the Note Purchaser, the Administrative Agent or any of their affiliates or representatives (or if at any time prior to the Closing Date any of the Projections in this clause (vii) were incorrect, Nationstar promptly (and prior to the Closing Date) supplemented such Projections so that such Projections were correct under those circumstances).

m.Servicing Documents. The Seller and the Depositor shall have furnished to the Agent and the Indenture Trustee: (i) with respect to each Securitization Trust (in any case, to the extent listed on Schedules I through III of the Indenture as of the date hereof) other than any Subserviced Securitization Trust, the related Servicing Contracts and all material amendments and waivers thereto; (ii) with respect to each Subserviced Securitization Trust, the Subservicing Agreement; (iii) with respect to each Subserviced Securitization Trust, a copy of a power of attorney (in form and substance reasonably satisfactory to the Agent) provided by the MSR Sellers to Nationstar permitting Nationstar to act in the name of the MSR Sellers to recover any Delinquency Advance or Servicing Advance, including from any Securitization Trustee or successor servicer; and (iv) a certification that each Mortgagor has been instructed to remit all payments payable by such Mortgagor pursuant to the related Mortgage Loan to a blocked account controlled by Nationstar.

n.Other Documents. The Seller and the Depositor shall have furnished to the Agent and the Indenture Trustee such other opinions, information, certificates and documents as the Agent may reasonably request.

If any condition specified in this Section 3.01 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Issuer by notice to the Depositor and the Seller and

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by the Depositor by notice to the Seller and the Issuer at any time at or prior to the Closing Date, and the Issuer or Depositor, as applicable, shall incur no liability as a result of such termination.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE ISSUER

Section 4.01.    Representations and Warranties

The Issuer hereby makes the following representations and warranties on which the Seller and the Depositor are relying in executing this Agreement and selling and/or contributing the Aggregate Receivables:

a.Organization. The Issuer is a statutory trust duly formed and validly existing in good standing under the laws of the State of Delaware and is duly qualified to do business and is in good standing in each jurisdiction in which such qualification is necessary in order to perform its obligations under this Agreement and the other Transaction Documents to which it is a party.

b.Power and Authority. The Issuer has all requisite trust power and authority and has all material governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being conducted and to execute and deliver and perform its obligations under this Agreement.

c.Authorization of Transaction. All appropriate and necessary action has been taken by the Issuer to authorize the execution and delivery of this Agreement and all other Transaction Documents to which it is a party, and to authorize the performance and observance of the terms hereof and thereof.

d.Agreement Binding. This Agreement and each of the other Transaction Documents to which the Issuer is a party constitute the legal, valid and binding obligation of the Issuer enforceable against it in accordance with their terms except as may be limited by laws governing insolvency or creditors' rights or by rules of equity. The execution, delivery and performance by the Issuer of this Agreement and the other Transaction Documents to which the Issuer is a party will not violate any provision of law, regulation, order or other governmental directive, or conflict with, constitute a default under, or result in the breach of any provision of any material agreement, ordinance, decree, bond, indenture, order or judgment to which the Issuer is a party or by which it or its properties is or are bound.

e.Consents. All licenses, consents and approvals required from, and all registrations and filings required to be made by the Issuer, with any governmental or other public body or authority for the making and performance by the Issuer of this Agreement and the other Transaction Documents to which it is a party have been obtained and are in effect.

f.Organizational Information. The Issuer's Federal Tax ID Number is as follows: 38-7040165.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR

Section 5.01.    Representations and Warranties

The Depositor hereby makes the following representations and warranties on which the Issuer and the Seller are relying in executing this Agreement. The representations are made as of the execution and delivery of this Agreement, and as of each date of conveyance of any Receivables. Such representations and warranties shall survive the sale of any Aggregate Receivables to the Depositor and are as follows:

a.Organization. The Depositor is a limited liability company duly formed and validly existing in good standing under the laws of the state of Delaware and is duly qualified to do business and is in good standing in each jurisdiction in which such qualification is necessary, except where the failure to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on (i) the business, operations or financial condition of (A) the Depositor or (B) the Depositor and its Affiliates taken as a whole or (ii) the validity or enforceability of this

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Agreement or any of the other Transaction Documents to which the Depositor is a party or the rights or remedies of the Seller, the Issuer or the Indenture Trustee hereunder or thereunder or (iii) the ability of the Depositor to perform its obligations under this Agreement or (iv) the enforceability or recoverability of any of the Aggregate Receivables or (v) the status of all Receivables conveyed under this Agreement being free and clear of all liens (other than Permitted Liens) (any of (i) through (v), a “Depositor Material Adverse Effect”).

b.Power and Authority. The Depositor has all requisite power and authority and has all material governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being conducted and to execute and deliver and perform its obligations under this Agreement and any other Transaction Document to which it is a party and, except to the extent not necessary in order to execute and deliver and perform its obligations under this Agreement and any other Transaction Document to which it is a party, to own its assets and carry on its business as now being conducted.

c.Authorization of Transaction. All appropriate and necessary action has been taken by the Depositor to authorize the execution and delivery of this Agreement and all other Transaction Documents to which it is a party, and to authorize the performance and observance of the terms hereof and thereof.

d.Agreement Binding. This Agreement and each of the other Transaction Documents to which the Depositor is a party constitute the legal, valid and binding obligation of the Depositor, enforceable in accordance with their terms except as may be limited by laws governing insolvency or creditors' rights or by rules of equity.

e.No Violations or Conflicts. The execution, delivery and performance by the Depositor of this Agreement and the other Transaction Documents to which the Depositor is a party will not violate any provision of law, regulation, order or other governmental directive, or conflict with, constitute a default under, or result in the breach of any provision of any material agreement, ordinance, decree, bond, indenture, order or judgment to which the Depositor is a party or by which it or its properties is or are bound.

f.Compliance with Law. The Depositor is conducting its business and operations in compliance with all applicable laws, regulations, ordinances and directives of governmental authorities, except where the failure to comply would not reasonably be expected to have a Depositor Material Adverse Effect. The Depositor has filed all tax returns required to be filed and has paid all taxes in respect of the ownership of its assets or the conduct of its operations prior to the date after which penalties attach for failure to pay, except to the extent that the payment or amount of such taxes is being contested in good faith by it in appropriate proceedings and adequate reserves have been provided for the payment thereof.

g.Consents. All licenses, consents and approvals required from and all registrations and filings required to be made by the Depositor with any governmental or other public body or authority for the making and performance by the Depositor of this Agreement and the other Transaction Documents to which it is a party have been obtained and are in effect.

h.Litigation. There is no action, suit or proceeding at law or in equity by or before any court, governmental agency or authority or arbitral tribunal now pending or, to the knowledge of the Depositor, threatened against or affecting it which has a reasonable possibility of being determined adversely in a manner or amount that would have a Depositor Material Adverse Effect.

i.Other Obligations. The Depositor is not in default in the performance, observance or fulfillment of any obligation, covenant or condition in any agreement or instrument to which it is a party or by which it is bound the result of which should reasonably be expected to have a Depositor Material Adverse Effect.

j.1940 Act. The Depositor is not required to be registered as an “investment company” and is not a company “controlled” by an investment company within the meaning of the 1940 Act.

k.Solvency. The Depositor, both prior to and after giving effect to each sale and/or contribution of Aggregate Receivables on the Initial Funding Date or on any Funding Date thereafter (i) is not, and will not be, “insolvent” (as such term is defined in § 101(32)(A) of the Bankruptcy Code), (ii) is, and will be, able to pay its debts as they become due, and (iii) does not have unreasonably small capital for

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the transactions contemplated in the Transaction Documents.

l.Full Disclosure. No document, certificate or report furnished by or on behalf of the Depositor, in writing, pursuant to this Agreement, any other Transaction Document or in connection with the transactions contemplated hereby or thereby contains or will contain when furnished any untrue statement of a material fact. There are no facts relating to and known by the Depositor, which when taken as a whole, materially adversely affect the financial condition or assets or business of the Depositor, or which should reasonably be expected to impair the ability of the Depositor to perform its obligations under this Agreement or any other Transaction Document, which have not been disclosed herein or in the certificates and other documents furnished by or on behalf of the Depositor pursuant hereto or thereto.

m.ERISA. All Plans maintained by the Depositor or any of its Affiliates are in substantial compliance with all applicable laws (including ERISA).

n.Fair Market Value and Fair Consideration. The Depositor is receiving fair consideration and reasonably equivalent value in exchange for any sales of Receivables to the Issuer under this Agreement.

o.Bulk Transfers. No sale, contribution, transfer, assignment or conveyance of Aggregate Receivables by the Depositor to the Issuer contemplated by this Agreement will be subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.

p.Name. The legal name of the Depositor is as set forth in this Agreement and the Depositor does not have any trade names, fictitious names, assumed names or “doing business” names.

q.Organizational Information. The Depositor's Federal Tax ID Number is as follows: 35-2445364.

r.Chief Executive Office. On the date of this Agreement, Depositor's chief executive office and principal place of business is located at 350 Highland Drive, Lewisville, Texas 75067.

ARTICLE VI.

REPRESENTATIONS AND WARRANTIES OF THE SELLER

Section 6.01.    Representations and Warranties

The Seller hereby makes the following representations and warranties on which the Depositor and the Issuer are relying in accepting the Aggregate Receivables and executing this Agreement. The representations are made as of the execution and delivery of this Agreement, and as of each date of conveyance of any Receivables. Such representations and warranties shall survive the sale of any Aggregate Receivables to the Depositor and are as follows:

a.Organization. The Seller is a limited liability company duly formed and validly existing in good standing under the laws of the state of Delaware and is duly qualified to do business and is in good standing in each jurisdiction in which such qualification is necessary, except where the failure to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on (i) the business, operations or financial condition of (A) the Seller or (B) the Seller and its Affiliates taken as a whole or (ii) the validity or enforceability of this Agreement or any of the other Transaction Documents or the rights or remedies of the Depositor, the Issuer or the Indenture Trustee hereunder or thereunder or (iii) the ability of the Seller to perform its obligations under this Agreement or (iv) the enforceability or recoverability of any of the Aggregate Receivables or (v) the status of all Receivables conveyed under this Agreement being free and clear of all Liens (other than Permitted Liens) (any of (i) through (v), a “Seller Material Adverse Effect”).

b.Power and Authority. The Seller has all requisite limited liability company power and authority and has all material governmental licenses, authorizations, consents and approvals necessary to execute and deliver and perform its obligations under this Agreement and any other Transaction Document

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to which it is a party and, except to the extent not necessary in order to execute and deliver and perform its obligations under this Agreement and any other Transaction Document to which it is a party, to own its assets and carry on its business as now being conducted.

c.Authorization of Transaction. All appropriate and necessary action has been taken by the Seller to authorize the execution and delivery of this Agreement and all other Transaction Documents to which it is a party, and to authorize the performance and observance of the terms hereof and thereof.

d.Agreement Binding. This Agreement and each of the other Transaction Documents to which the Seller is a party constitute the legal, valid and binding obligation of the Seller enforceable in accordance with their terms except as may be limited by laws governing insolvency or creditors' rights or by rules of equity.

e.No Violations or Conflicts. The execution, delivery and performance by the Seller of this Agreement and the other Transaction Documents to which the Seller is a party will not violate any provision of law, regulation, order or other governmental directive, or conflict with, constitute a default under, or result in the breach of any provision of any agreement, ordinance, decree, bond, indenture, order or judgment to which the Seller is a party or by which it or its properties is or are bound.

f.Compliance with Law. The Seller is conducting its business and operations in compliance with all applicable laws, regulations, ordinances and directives of governmental authorities, except where the failure to comply would not reasonably be expected to have a Seller Material Adverse Effect. The Seller has filed all tax returns required to be filed and has paid all taxes in respect of the ownership of its assets or the conduct of its operations prior to the date after which penalties attach for failure to pay, except to the extent that the payment or amount of such taxes is being contested in good faith by it in appropriate proceedings and adequate reserves have been provided for the payment thereof.

g.Consents. All licenses, consents and approvals required from and all registrations and filings required to be made by the Seller with any governmental or other public body or authority for the making and performance by the Seller of this Agreement and the other Transaction Documents to which it is a party have been obtained and are in effect.

h.Litigation. There is no action, suit or proceeding at law or in equity by or before any court, governmental agency or authority or arbitral tribunal now pending or, to the knowledge of the Seller, threatened against or affecting it which has a reasonable possibility of being determined adversely in a manner or amount that would reasonably be expected to have a Seller Material Adverse Effect.

i.Other Obligations. The Seller is not in default in the performance, observance or fulfillment of any obligation, covenant or condition in any agreement or instrument to which it is a party or by which it is bound the result of which should reasonably be expected to have a Seller Material Adverse Effect.

j.1940 Act. The Seller is not required to be registered as an “investment company” and is not a company “controlled” by an investment company within the meaning of the 1940 Act.

k.Solvency. The Seller, both prior to and after giving effect to each sale of Aggregate Receivables on the Initial Funding Date or on any Funding Date thereafter (i) is not, and will not be, “insolvent” (as such term is defined in § 101(32)(A) of the Bankruptcy Code), (ii) is, and will be, able to pay its debts as they become due, and (iii) does not have unreasonably small capital for the business in which it is engaged or for any business or transaction in which it is about to engage.

l.Full Disclosure. No document, certificate or report furnished by or on behalf of the Seller or the Servicer, in writing, pursuant to this Agreement, any other Transaction Document or in connection with the transactions contemplated hereby or thereby contains or will contain when furnished any untrue statement of a material fact. There are no facts relating to and known by the Seller, which when taken as a whole, materially adversely affect the financial condition or assets or business of the Seller or the Servicer, or which should reasonably be expected to impair the ability of the Seller or the Servicer to perform its obligations under this Agreement or any other Transaction Document or Servicing Contract, which have not been disclosed herein or in the certificates and other documents furnished by or on behalf of the Seller or

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the Servicer pursuant hereto or thereto.

m.ERISA. All Plans maintained by the Seller or any of its Affiliates are in substantial compliance with all applicable laws (including ERISA).

n.Fair Market Value and Fair Consideration. The Seller is receiving fair market value and reasonably equivalent value in exchange for any sales of Receivables to the Depositor under this Agreement.

o.Bulk Transfers. No sale, contribution, transfer, assignment or conveyance of Aggregate Receivables by the Seller to the Depositor contemplated by this Agreement will be subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.

p.Name. The legal name of the Seller is as set forth in this Agreement and the Seller does not have any trade names, fictitious names, assumed names or "doing business" names other than the “doing business” name “Champion Mortgage Company”.

q.Organizational Information. The Seller's Federal Tax ID Number is as follows: 75-2921540.

r.Chief Executive Office. On the date of this Agreement, Seller's chief executive office and principal place of business is located at 350 Highland Drive, Lewisville, Texas 75067.

s.Repayment of Receivables. The Seller has no reason to believe that at the time of the sale of any Receivables to the Depositor pursuant hereto, such Receivables will not be paid in full.

t.Reimbursement Amounts. The Seller has not waived or forgiven any obligation of a Mortgagor to repay any Delinquency Advance or Servicing Advance.

u.Aggregate Receivables. As of the Initial Funding Date with respect to the Initial Receivables and as of the related Funding Date with respect to the Additional Receivables, as applicable:

i. Each Additional Receivable has been created in accordance with the Seller's customary procedures with respect to the applicable Securitization Trust and in the ordinary course of business of the Seller.

ii. The sale to the Depositor and the sale and/or contribution to the Issuer of the rights to reimbursement for the Delinquency Advances, Legacy Deferred Servicing Fees and Servicing Advances under each Securitization Trust, and the assignment and Grant thereof to the Indenture Trustee, does not violate the terms of the related Servicing Contract or any other material document or agreements to which the Seller is a party or to which its assets or properties are subject.

iii. No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the Depositor or by the Depositor to any other Person other than the Issuer. Immediately prior to the transfer and assignment herein contemplated, the Seller was the sole owner with respect to each such Receivable, and had the right to transfer and sell such Receivable, free and clear of all Liens and rights of others other than Permitted Liens; immediately upon the transfer and assignment thereof, the Issuer shall own all of such interest in and to such Receivable, free and clear of all Liens and rights of others (other than Permitted Liens).

iv. No such Receivable has been identified by the Seller or reported to the Seller as having resulted from fraud perpetrated by any Person with respect to such Receivable.

v. All filings (including UCC filings) necessary in any jurisdiction to perfect the transfers and assignments herein contemplated, and solely in the event that any of the transfers contemplated hereby were to be recharacterized as a pledge or secured loan from the Depositor to the Seller and an assignment thereof from the Depositor to the Issuer rather than absolute sales or contributions, or

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combinations thereof, to perfect the Depositor's and the Issuer's respective security interests in the Aggregate Receivables that are prior, as applicable, to any other interest held or to be held by any other Person (except the Indenture Trustee on behalf of the Secured Parties), have been made.

vi. Each such Receivable is the legal, valid and binding obligation of the related Securitization Trust and is enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, debt adjustment, moratorium or other similar laws affecting creditors' rights generally. There is no valid and enforceable offset, defense or counterclaim to the obligation of the related Securitization Trust to make payment of any such Receivable.

vii. Each such Receivable is entitled to be paid, has not been repaid in whole or been compromised, adjusted (except by partial payment), extended, satisfied, subordinated, rescinded, amended or modified, and is not subject to compromise, adjustment, extension, satisfaction, subordination, rescission, set-off, counterclaim, defense, amendment or modification by the Seller.

viii. No such Receivable includes amounts payable as a result of accounting or other errors, or the failure to deposit funds or the misapplication of funds by the Servicer.

ix. No such Receivable has been identified by the Seller as a Nonrecoverable Advance for which reimbursement has not been sought from the Securitization Trust in accordance with the related Servicing Contract.

x. The Initial Receivables shall constitute all of the outstanding Receivables with respect to the Securitization Trusts as of the Initial Funding Date except for Receivables repurchased by the Seller pursuant to Section 6.02 hereof. The Additional Receivables conveyed on any Funding Date constitute all of the Receivables related to Delinquency Advances, Legacy Deferred Servicing Fees and/or Servicing Advances with respect to the Securitization Trusts (other than the Initial Receivables), as of such Funding Date, not previously sold to the Depositor hereunder, except for Receivables repurchased by the Seller pursuant to Section 6.02 hereof. The Seller has not sold, assigned, transferred or conveyed, without the Agent's consent, the right to reimbursement for any Delinquency Advance or Servicing Advance with respect to the Securitization Trusts to any Person other than the Depositor.

xi. Other than any Non-Backstopped Receivables, if the related Delinquency Advance or Servicing Advance becomes a Nonrecoverable Advance after the related Funding Date, the related Servicing Contract provides for the reimbursement of such Delinquency Advance or Servicing Advance from the general collections of the Securitization Trust prior to any payments to related Securitization Trust certificateholders.

(xiv) Each Servicing Contract is in full force and effect and has not been amended or modified such that the Seller reasonably believes such amendment or modification has a material adverse effect on the Trust Estate or the interests of the Noteholders, and no party thereto, to the knowledge of the Seller, is in default thereunder; no Servicing Contract requires the Servicer to make Nonrecoverable Advances; each Servicing Contract requires reimbursement in full of all applicable Delinquency Advances, Legacy Deferred Servicing Fees and Servicing Advances in connection with any redemption of Securitization Trust certificates or termination of the Securitization Trust under

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such Servicing Contract prior to any payments to related Securitization Trust certificateholders; and, to the extent known to the Seller at the time of a material modification of a Mortgage Loan, all Delinquency Advances, Legacy Deferred Servicing Fees and Servicing Advances related to such Mortgage Loan are reimbursed in full upon such modification.

(i) Each such Receivable is an obligation of a Securitization Trust for which the related Servicing Contract provides that (A) the Servicer may enter into an advance facility with any Person which provides that such Person may receive an assignment or pledge of the Servicer's rights to be reimbursed for Delinquency Advances, Legacy Deferred Servicing Fees and Servicing Advances under such Servicing Contract and (B) other than with respect to any Non-FIFO Receivables, all Delinquency Advances, Legacy Deferred Servicing Fees and Servicing Advances as to a Mortgage Loan are reimbursed on a First In First Out (“FIFO”) basis, such that the Delinquency Advances, Legacy Deferred Servicing Fees and Servicing Advances of a particular type that were disbursed first in time will be reimbursed prior to Delinquency Advances, Legacy Deferred Servicing Fees and Servicing Advances of the same type with respect to that Mortgage Loan that were disbursed later in time.

(ii) Each Initial Receivable and each Additional Receivable is an Eligible Receivable on its Funding Date.

Section 6.02.    Repurchase Upon Breach

The Issuer, the Depositor, the Indenture Trustee or the Seller, as the case may be, shall inform the Issuer, the Depositor or the Seller (as applicable), the Agent and the Indenture Trustee promptly (but in no event later than two (2) Business Days following such discovery), in writing, upon the discovery of any breach of the Seller's or Depositor's representations and warranties hereunder. If any such representation or warranty pertains to a Receivable (including, but not limited to, the representations under Sections 5.01(a)(iv) and 6.01(a)(iv)), upon the direction of the Agent, unless such breach shall have been cured by the earlier of (i) the Funding Date immediately following the discovery of such breach by the Issuer, the Depositor or the Seller (as applicable), or (ii) thirty (30) days after the earlier to occur of (A) the discovery of such breach by the Issuer, the Depositor or the Seller (as applicable) or (B) receipt of written notice of such breach by the Issuer, the Depositor, the Agent, the Indenture Trustee or the Seller (as applicable), the Seller or the Depositor, as applicable, shall repurchase such Receivable from the Issuer at a price equal to the Repurchase Price therefor. The Seller shall pay any Repurchase Price directly to the Indenture Trustee for deposit into the Reimbursement Account.

ARTICLE VII.

INTENTION OF THE PARTIES; SECURITY INTEREST

Section 7.01.    Intention of the Parties

It is the intention of the parties hereto that each transfer and assignment contemplated by this Agreement shall constitute an absolute sale or contribution, or combination thereof, of the related Receivables from the Seller to the Depositor and an absolute sale or contribution, or a combination thereof, as applicable, of the related Receivables from the Depositor to the Issuer and that the related Receivables shall not be part of the Seller's or the Depositor's estate or otherwise be considered property of the Seller or the Depositor in the event of the bankruptcy, receivership, insolvency, liquidation, conservatorship or similar proceeding relating to the Seller or the Depositor or any of their property.

Except as set forth below, it is not intended that any amounts available for reimbursement of Receivables be deemed to have been pledged by the Seller to the Depositor or by the Depositor to the Issuer

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or the Indenture Trustee to secure a debt or other obligation of the Seller or the Depositor. In the event that (A) the transfer of Receivables by the Seller to the Depositor or by the Depositor to the Issuer is deemed by a court or applicable regulatory, administrative or other governmental body contrary to the express intent of the parties to constitute a pledge rather than a sale or contribution, or a combination thereof, of the Receivables, or (B) if amounts available now or in the future for reimbursement of any Receivables are held to be property of the Seller or the Depositor or a loan to the Seller or the Depositor, or (C) if for any reason this Agreement is held or deemed to be a financing or some other similar arrangement or agreement, then:

(i) this Agreement is and shall be a security agreement within the meaning of Articles 8 and 9 of the Relevant UCC;

(ii) the Issuer shall be treated as having a first priority, perfected security interest in and to, and lien on, the Receivables so transferred and assigned to the Issuer hereunder; and

(iii) the agreement of the Seller and the Depositor hereunder to sell, assign, convey and transfer the Receivables shall be a grant by the Seller to the Depositor and by the Depositor to the Issuer of a security interest in the Receivables Related Collateral (as defined below), in any case, whether now in existence or hereafter arising.

In furtherance of the foregoing, Seller does hereby grant to the Depositor and the Depositor does hereby grant to the Issuer, a security interest in all of the Seller's and Depositor's, as applicable, property and right (including the power to convey title thereto), title, and interest, whether now owned or hereafter acquired in and to the Aggregate Receivables, together with (A) all amounts payable now or in the future by or with respect to the Receivables, (B) any and all general intangibles consisting of, arising from or relating to any of the foregoing, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all such amounts from time to time held or invested in accounts maintained by or on behalf of the Seller, by or on behalf of the Securitization Trusts or by or on behalf of the Depositor, whether in the form of cash, instruments, securities or other property and (C) all moneys due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of the Seller to enforce such Receivables under each Servicing Contract (the “Receivables Related Collateral”). The possession by the Issuer or its agent of notes and such other goods, money, documents or such other items of property as constitute instruments, money, negotiable documents or chattel paper, in each case, which constitute any of the items described in the foregoing sentence, or proceeds thereof, shall be “possession by the secured party,” or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the Relevant UCC of any applicable jurisdiction; and notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of any such holder for the purpose of perfecting such security interest under applicable law.

Section 7.02.    Security Interest

a.The Seller shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in (i) any of the Aggregate Receivables, (ii) the amounts reimbursable now or in the future by or with respect to the Securitization Trusts in respect of any of the Aggregate Receivables or (iii) the other property described above (including any and all Receivables Related Collateral), such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. The Seller shall execute such documents and instruments

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as the Depositor may reasonably request from time to time in order to effectuate the foregoing and shall return to the Depositor the executed copy of such documents and instruments. Without limiting the generality of the foregoing, the Depositor shall forward for filing, or shall cause to be forwarded for filing, at the expense of the Seller, all filings necessary to maintain the effectiveness of any original filings necessary under the Relevant UCC to perfect the Depositor's security interest described above, including without limitation (x) UCC continuation statements, and (y) such other statements as may be occasioned by (1) any change of name of the Seller or the Depositor (such preparation and filing shall be at the expense of the Depositor, if occasioned by a change in such party's name) or (2) any change of location of the jurisdiction of organization of the Seller.

b.The Depositor shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in (i) any of the Aggregate Receivables, (ii) the amounts reimbursable now or in the future by or with respect to the Securitization Trusts in respect of any of the Aggregate Receivables or (iii) the other property described above (including any and all Receivables Related Collateral), such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. At the Issuer's direction, the Depositor shall execute such documents and instruments as the Issuer may reasonably request from time to time in order to effectuate the foregoing and shall return to the Issuer the executed copy of such documents and instruments. Without limiting the generality of the foregoing, the Issuer shall forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the Relevant UCC to perfect the Issuer's security interest described above, including without limitation (x) UCC continuation statements and (y) such other statements as may be occasioned by (1) any change of name of the Depositor or the Issuer (such preparation and filing shall be at the expense of the Issuer, if occasioned by a change in such party's name) or (2) any change in the jurisdiction of organization of the Depositor.

ARTICLE VIII.

COVENANTS OF THE SELLER

Section8.01.    Information

The Seller shall furnish to the Depositor, the Issuer, the Indenture Trustee, the Calculation Agent, the Agent and the Secured Parties:

a.such information (including, but not limited to, information pertaining to the condition or operations, financial or otherwise, of the Issuer, the Depositor, the Seller and the Servicer), documents, records or reports with respect to the Aggregate Receivables, the Securitization Trusts, the related Mortgage Loans, the transactions contemplated under the Transaction Documents, the Issuer, the Depositor, the Seller and the Servicer as the Issuer, the Depositor, the Indenture Trustee, the Calculation Agent, the Agent, the Noteholders or the Secured Parties may from time to time reasonably request;

b.prompt notice of any Event of Default, Servicer Termination Event, Early Amortization Event or Funding Interruption Event under the Indenture, or any event known to the Seller which, with the passage of time or the giving of notice or both, would become an Event of Default, Servicer Termination Event, Early Amortization Event or Funding Interruption Event under the Indenture, including, but not limited to, information describing such event and, if applicable, the steps being taken, if any, with respect thereto;

c.prompt written notice of a change in name, or address of the jurisdiction of organization of the Seller, the Depositor or the Issuer;

d.prompt notice of the occurrence of any Servicer Termination Event or “event of default” by the Servicer under any Servicing Contract (as such term or term of substantially similar import is defined in such Servicing Contract) without regard to whether such Servicer Termination Event or “event of default” has been cured; and

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e.the information and reports required pursuant to Section 6.02 of the Indenture.

Section .Acknowledgment

Section 8.02        Acknowledgment

(a)Subject to the terms and provisions with respect to the Subserviced Securitization Trusts, as set forth in the Indenture, prior to the date on which a Securitization Trust is added to any of Schedule I, Schedule II, Schedule III or Schedule VIII to the Indenture, the Seller shall obtain the consent of the Securitization Trustee of such Securitization Trust or seek acknowledgment of receipt of such Securitization Trustee's notice, in each case as required under the applicable Servicing Contract, that the Seller intends to enter into an “Advance Facility” (as such term or term of substantially similar import is defined in each Servicing Contract), whereby the Seller will sell and assign the Receivables to the Depositor, following which the Depositor will sell and/or contribute to the Issuer, who will pledge and assign such Receivables to the Indenture Trustee, acting on behalf of the Noteholders, as an “Advance Financing Person” (as such term or term of substantially similar import is defined in each Servicing Contract), and that the Transaction Documents shall constitute such “Advance Facility”.

(b)On or prior to the Closing Date, the Seller shall deliver to the Agent the MSR Transfer Evidence with respect to all Securitization Trusts on Schedule I-A, Schedule I-B, Schedule II, Schedule III and Schedule VII of the Indenture as of the Closing Date. Prior to the date on which a Securitization Trust is added to any of Schedule I-A, Schedule I-B, Schedule II or Schedule III to the Indenture, the Seller shall have delivered to the Agent the MSR Transfer Evidence with respect to such Securitization Trust.

Section 8.03.    Access to Information

a.The Seller shall, at any time and from time to time during regular business hours, or at such other reasonable times upon reasonable notice to the Seller permit the Depositor, the Issuer, the Indenture Trustee, the Agent, the Variable Funding Noteholders or their agents or representatives, at the Seller's expense; provided, however, (i) to the extent the Agent, the Variable Funding Noteholders or their agents exercise their rights under this Section 8.03(a) more than twice in any given calendar year, any expense incurred in connection with the exercise of such rights shall be subject to the approval of the Seller and (ii) any expense incurred in connection with the exercise of such rights in excess of $5,000 per calendar year shall be subject to the approval of the Seller; provided, further, the limitations set forth in this Section 8.03 shall be in addition to and in no way affect the terms and provisions of the Verification Agent Letter or Section 9.04; provided, further, that, no such limitations shall apply after an Event of Default or an Early Amortization Event, but only so long as that does not unreasonably interfere with the Seller's conduct of its business:

i. to examine all books, records and documents (including computer tapes and disks) in the possession or under the control of the Seller relating to the Aggregate Receivables or the Transaction Documents as may be requested;

ii. to visit the offices and property of the Seller for the purpose of examining such materials described in clause (i) above; and

iii. to conduct verification procedures alongside the Verification Agent, including access to the appropriate servicing personnel of the Seller.

Section 8.04.    Ownership and Security Interests; Further Assurances

The Seller will take all action necessary to maintain the Indenture Trustee's security interest in the Receivables and the other items pledged to the Indenture Trustee pursuant to the Indenture.

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The Seller agrees to take any and all acts and to execute any and all further instruments reasonably necessary or requested by the Depositor, the Issuer, the Indenture Trustee, the Agent or the holders of 66 2/3% of the Commitments of the Variable Funding Notes to more fully effect the purposes of this Agreement.

Section 8.05    Covenants

The Seller shall duly observe and perform each of its covenants set forth in each of the Transaction Documents to which it is a party. The Seller in its capacity as Servicer shall duly observe and perform each of its covenants set forth in each Servicing Contract, and hereby covenants to pay within five (5) days of its receipt of any invoice therefor by the Depositor, the Issuer, the Indenture Trustee, the Calculation Agent or the Agent all of the reasonable out-of-pocket costs and expenses incurred in connection with the administration of the transactions contemplated hereby (other than the Unused Line Fee), including, without limitation, but subject to Section 9.02(c), all reasonable fees, disbursements and expenses of counsel to the Depositor, the Issuer, the Agent, the Indenture Trustee and the Calculation Agent. The Seller shall, promptly upon making its determination that a Delinquency Advance or Servicing Advance is a Nonrecoverable Advance, seek reimbursement for that advance in accordance with the related Servicing Contract.

The Seller hereby covenants that except for the sales hereunder, the Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any lien (other than Permitted Liens) on, any Receivable transferred hereunder, or any interest therein; and the Seller will defend the right, title and interest of the Issuer, as assignee of the Depositor, in, to and under the Receivables, against all claims of third parties claiming through or under the Seller.

Section 8.06.    Assignment of Rights

Either (i) while an Event of Default has occurred and is continuing or (ii) in the absence of an Event of Default but only for the limited purpose of effecting buybacks for defective Receivables pursuant to Section 6.02, the Seller, the Depositor and the Issuer hereby constitute and irrevocably appoint the Indenture Trustee, with full power of substitution and revocation, as the Seller's, the Depositor's and the Issuer's true and lawful agent and attorney-in-fact, with the power to the full extent permitted by law, to exercise with respect to the Receivables conveyed under this Agreement, all the rights, powers and remedies of an owner. The power of attorney granted pursuant to this Agreement and all authority hereby conferred are granted and conferred solely to protect the Secured Parties' respective interests in the Receivables and shall not impose any duty upon the Indenture Trustee to exercise any power. The Seller, the Depositor and the Issuer shall execute any documentation, including, without limitation, any powers of attorney and/or irrevocable proxies, requested by the Indenture Trustee to effectuate such assignment. The foregoing grant and assignment are powers coupled with an interest and are irrevocable.

Section 8.07.    Risk Retention

a.The Seller covenants that, at all times, (i) it shall continue to own 100% of the equity interest in the Depositor, (ii) it will not sell, transfer, convey, assign, pledge or grant a security interest in the equity of the Depositor without express written consent of the Agent (such consent in the sole and absolute discretion of the Agent) and (iii) the Depositor shall hold such amount of Trust Certificates as represents an amount not less than 5% of the Aggregate Receivables owned by the Issuer.

b.The Depositor covenants that, at all times, (i) it shall hold such amount of Trust Certificates as represents an amount not less than 5% of the Aggregate Receivables owned by the Issuer and (ii) its exposure under the Trust Certificates shall not be subject to any credit risk mitigation or any short position or any hedging and it shall not sell, transfer, convey, assign, pledge or grant a security interest in

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the Trust Certificates without the express written consent of the Agent (such consent in the sole and absolute discretion of the Agent).

c.In connection with the delivery of each Monthly Servicer Report, an authorized officer of the Seller and the Depositor shall (i) certify as to the Seller's and the Depositor's compliance with the covenants set forth in this Section 8.07 as of such date and (ii) deliver such supporting information evidencing such compliance as any party to any Transaction Document (including the Noteholders) may reasonably request from time to time.

ARTICLE IX.

ADDITIONAL COVENANTS

Section 9.01.    Further Assurances

The parties hereto will take all reasonable action necessary to obtain (and will cooperate with one another in taking such action to obtain) any consent, authorization, permit, license, franchise, order or approval of, or any exemption by, any Governmental Authority or any other Person, required to be obtained or made by it in connection with any of the transactions contemplated by this Agreement.

Section 9.02.    Expenses.

a.The Seller covenants that, whether or not the Closing takes place, except as otherwise expressly provided herein, all reasonable costs and expenses incurred by the Agent, the Administrative Agent, the Calculation Agent or the Indenture Trustee in connection with this Agreement and the transactions contemplated hereby shall be paid by the Seller.

b.Except as otherwise expressly set forth in the Indenture, the Seller covenants to pay as and when billed by the Depositor, the Issuer, the Indenture Trustee, the Calculation Agent, the Agent or any Variable Funding Noteholder all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation of the transactions contemplated hereby, including, without limitation, all reasonable fees, disbursements and expenses of counsel to the Depositor, the Issuer, the Agent, the Indenture Trustee, the Calculation Agent and the Variable Funding Noteholders.

c.Notwithstanding anything herein to the contrary, the Seller shall not have any obligation to pay for any fees, disbursements and expenses related to legal counsel for the Noteholder and the Agent in connection with the Closing to the extent that such amounts, together with any such amounts paid by the Issuer and the Depositor in connection with any Transaction Document (including the Commitment Letter (as defined in the Note Purchase Agreement)), exceed $250,000 in the aggregate (provided that, in each case, such cap shall not apply to fees and expenses incurred in connection with legal and other due diligence).

Section 9.03    Mutual Obligations

On and after the Closing, each party hereto will do, execute and perform all such other acts, deeds and documents as one or more other parties may from time to time reasonably require in order to carry out the intent of this Agreement.

Section 9.04.    Servicing Standards

At all times, the Seller, as Servicer shall, unless otherwise consented to by the Agent (the following collectively referred to in the Transaction Documents as the “Servicing Standards”):

(i)continue to make Delinquency Advances and Servicing Advances and seek reimbursement, including reimbursement of Delinquency Advances and Servicing Advances deemed Nonrecoverable Advances by the Servicer, in accordance with the related Servicing Contract;

(ii)apply the Advance Reimbursement Amount on a FIFO basis;

(iii)identify on its systems the Issuer as the owner of each Delinquency Advance and

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Servicing Advance and that such Delinquency Advance or Servicing Advance has been pledged to the Indenture Trustee;

(iv)maintain systems and operating procedures necessary to comply with all the terms of the Transaction Documents, including but not limited to maintaining records and systems necessary to indicate cumulative recoveries on each category of Delinquency Advance and Servicing Advance;

(v)cooperate with the Verification Agent in its duties set forth in the Transaction Documents;

(vi)cooperate with the Calculation Agent and the Indenture Trustee in their respective duties set forth in the Transaction Documents;

(vii) make all Delinquency Advances within the period required under the related Servicing Contract, unless the same is the result of inadvertence and is corrected on or prior to the related Distribution Date for the applicable Securitization Trust;

(viii)with respect to all Delinquency Advances, agree to deposit the Advance Reimbursement Amount from the Collection Account of the related Securitization Trust directly to the Reimbursement Account on a daily basis not later than the second Business Day following receipt thereof and not deposit any Advance Reimbursement Amount at any time in the Servicer's own accounts;

(ix)with respect to all Servicing Advances, deposit the related Advance Reimbursement Amounts from the Payment Clearing Account or related Collection Account, as applicable, directly to the Reimbursement Account on a daily basis not later than the second Business Day following receipt thereof and not deposit any such Advance Reimbursement Amounts at any time in the Servicer's own accounts;

(x)with respect to all Legacy Deferred Servicing Fees, deposit the Advance Reimbursement Amounts from the Payment Clearing Account or related Collection Account, as applicable, directly to the Reimbursement Account on a daily basis not later than the second Business Day following receipt thereof and not deposit any such Advance Reimbursement Amounts at any time in the Servicer's own accounts;

(xi)with respect to Delinquency Advances and Servicing Advances from Non-Backstopped Securitization Trusts, agree to reimburse itself for Escrow Advances and Corporate Advances before Delinquency Advances in respect of a Mortgage Loan upon liquidation of such Mortgage Loan, to the extent permitted by the related Servicing Contract; provided, that, if Receivables attributable to Delinquency Advances are Non-Backstopped Receivables under a Servicing Contract but Corporate Advances and Escrow Advances are not, the Servicer shall effect reimbursement to itself for such Non-Backstopped Receivables before Receivables that are not Non-Backstopped Receivables to the extent permitted by the related Servicing Contract;

(xii)maintain, or cause to be maintained, accurate records with respect to the Mortgage Loans in each Securitization Trust reflecting the status of all Pool-Level Delinquency Advances, Loan-Level Delinquency Advances (Non-Judicial States), Loan-Level Delinquency Advances (Judicial States), Corporate Advances (Non-Judicial States), Corporate Advances (Judicial States), Escrow Advances (Non-Judicial States), Escrow Advances (Judicial States) and Legacy Deferred Servicing Fees for such Securitization Trust, including the cumulative recoveries related to such Delinquency Advances, Legacy Deferred Servicing Fees and Servicing Advances;

(xiii)service all Mortgage Loans related to all Securitization Trusts in accordance with the

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terms of the related Servicing Contract without regard to any ownership of any securities issued by the related Securitization Trust; and

(xiv)other than with respect to an amendment to a Servicing Contract executed in accordance with Section 9.11 hereof, not change reimbursement mechanics of Delinquency Advances on any Securitization Trust from Pool-Level Advances to Loan-Level Delinquency Advances or from Loan-Level Delinquency Advances to Pool-Level Advances.

Section 9.05        Transfer of Servicing; Replacement of Servicer

a.Upon a voluntary transfer of servicing by the Seller as Servicer following the resignation of Nationstar as the Servicer, the Seller shall immediately repurchase the related Receivables from the Issuer at a price equal to the Repurchase Price therefor.

b.Upon an involuntary transfer of servicing by the Seller as Servicer following the termination of Nationstar as Servicer, the Seller shall immediately repurchase the related Non-FIFO Receivables from the Issuer at a price equal to the Repurchase Price therefor and, with respect to all related Receivables other than such Non-FIFO Receivables, shall use commercially reasonable efforts to negotiate payment in full by the successor servicer of the aggregate Receivables Balance relating to the Aggregate Receivables; provided, however, that the Seller as Servicer shall not agree to any negotiated payment of such aggregate Receivables Balance by the successor servicer without the consent of the Agent.

c.With respect to any Subserviced Securitization Trust, the Seller shall use commercially reasonable efforts to satisfy the corporate requirements and other conditions precedent set forth in the Related Servicing Contract in order to cause the transfer of primary servicing from the applicable MSR Seller to Nationstar, including but not limited to the delivery of all MSR Transfer Evidence with respect to such Related Servicing Contract.

Section 9.06    Bankruptcy

The Seller shall not take any action in any capacity to file any bankruptcy, reorganization or insolvency proceedings against the Depositor or the Issuer, or cause the Depositor or the Issuer to commence any reorganization, bankruptcy or insolvency proceedings under any applicable state or federal law, including without limitation any readjustment of debt, or marshaling of assets or liabilities or similar proceedings. The Depositor shall not take any action in any capacity to file any bankruptcy, reorganization or insolvency proceedings against the Issuer, or cause the Issuer to commence any reorganization, bankruptcy or insolvency proceedings under any applicable state or federal law, including without limitation any readjustment of debt, or marshaling of assets or liabilities or similar proceedings. The Seller and the Depositor are not transferring and will not transfer any of the Receivables with intent to hinder, delay or defraud any Person.

Section 9.07    Legal Existence

The Seller and the Depositor shall do or cause to be done all things necessary on their part to preserve and keep in full force and effect their existence as limited liability companies or corporations, as applicable, and the Issuer shall do or cause to be done all things necessary on its part to preserve and keep in full force and effect its existence as a Delaware statutory trust, and each of the Seller, the Depositor and the Issuer shall do or cause to be done all things necessary on their part to maintain each of their licenses, approvals, registrations or qualifications in all jurisdictions in which their ownership or lease of property or the conduct of their business requires such licenses, approvals, registrations or qualifications; except for failures to maintain any such licenses, approvals, registrations or qualifications which, individually or in the aggregate, would not have a Material Adverse Effect.

Section 9.08    Compliance With Laws

The Seller and the Depositor shall comply with all laws, rules and regulations and orders of any Governmental

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Authority applicable to the Seller and the Depositor, except where the failure to comply would not have a Material Adverse Effect.

Section 9.09    Taxes

The Seller and the Depositor shall pay and discharge all taxes, assessments and governmental charges or levies imposed upon the Seller and the Depositor, as applicable, or upon such party's income and profits, or upon any of such party's property or any part thereof, before the same shall become in default; provided, that the Seller and the Depositor shall not be required to pay and discharge any such tax, assessment, charge or levy so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the Seller and the Depositor shall have set aside on its books adequate reserves with respect to any such tax, assessment, charge or levy so contested, or so long as the failure to pay any such tax, assessment, charge or levy would not, individually or in the aggregate, have a Material Adverse Effect.

Section 9.10.    No Liens, Etc. Against Receivables and Trust Property

Each of the Seller and the Depositor hereby covenants and agrees not to create or suffer to exist (by operation of law or otherwise) any Lien upon or with respect to any of the Aggregate Receivables or any of its interest therein, if any, or upon or with respect to any of its interest in any Account, or assign any right to receive income in respect thereof, other than Permitted Liens. Each of the Seller and the Depositor shall immediately notify the Indenture Trustee of the existence of any Lien on any of the Aggregate Receivables and shall defend the right, title and interest of each of the Depositor, the Issuer and the Indenture Trustee in, to and under the Aggregate Receivables, against all claims of third parties.

Section 9.11.    Amendments to Servicing Contracts

The Seller, in its capacity as Servicer under the Servicing Contracts with respect to the Securitization Trusts, hereby covenants and agrees not to amend or agree to the amendment of any of the Servicing Contracts without providing ten (10) days prior written notice to the Agent and the Indenture Trustee (for subsequent distributions to Noteholders) (in each case, such written notice delivered by certified mail, return receipt requested) and, if such amendment has a material adverse effect on the Trust Estate or the interests of the Noteholders as determined by the Agent, without receipt of the prior written consent of the Agent and the Controlling Class Required Noteholders.  The Agent shall notify the Seller, in its capacity as Servicer, that it reasonably believes such amendment to have a material adverse effect on the Trust Estate within such ten (10) days of its receipt of the notice of the Seller of the applicable amendment; provided, however, that if no such notice is received by the Seller from the Agent within such ten (10) day period, the Agent will be deemed to have notified the Seller, in its capacity as Servicer, that it reasonably believes such amendment does not have a material adverse effect on the Trust Estate or the interests of the Noteholders at the expiration of such ten (10) days. Notwithstanding the foregoing, the Seller, in its capacity as Servicer under the Servicing Contracts with respect to the Securitization Trusts, may amend a Servicing Contract with the written consent of the Agent and the Controlling Class Required Noteholders.

Section 9.12    No Netting or Offsetting

The Seller, in its capacity as Servicer, shall collect and deposit gross collections with respect to the Securitization Trusts into the related Collection Accounts in accordance with the related Servicing Contracts, without netting, off-set or deduction from such collections or deposits for any purpose, with the exception of Servicing Compensation due and payable to the Servicer. The Seller shall make all Delinquency Advances and Servicing Advances out of its own funds without the utilization of any netting or offsetting of amounts in any account of the Securitization Trust, except as permitted under the Servicing Contracts with respect to amounts paid ahead by Mortgagors (or such substantially similar term as is used in each such Servicing Contract). The Seller shall repay any amounts borrowed with respect to amounts paid ahead by Mortgagors (or such substantially similar term as is used in each such Servicing Contract) pursuant to the terms and provisions of the Servicing Contracts.

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Section 9.13    Books and Records

The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each, if applicable). The Seller shall maintain its computer records so that, from and after the time of the Granting of the security interest under the Indenture on the Receivables to the Indenture Trustee, the Seller's master computer records (including any back-up archives) that refer to any Receivables indicate clearly the interest of the Issuer in such Receivables and that the Receivable is owned by the Issuer and pledged to the Indenture Trustee on behalf of the Secured Parties.

The Depositor shall maintain (or cause to be maintained) accounts and records as to each Aggregate Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the interest of the Issuer in such Receivables and that the Receivable is owned by the Issuer and pledged to the Indenture Trustee on behalf of the Secured Parties.

Section 9.14.    Verification Agent

Each of the Seller and the Depositor shall cooperate with the Verification Agent and shall allow the Verification Agent access to its books, records, computer system and employees during ordinary business hours upon reasonable notice and, subject to the terms of the Verification Agent Letter, shall allow the Verification Agent to review all collections and to make copies of any books, records and documents requested by the Verification Agent, but solely to the extent such items and review relate to the Aggregate Receivables and the obligations of the Seller, the Servicer and the Depositor under the Transaction Documents and the Servicing Contracts for the Securitization Trusts.

Section 9.15.    Exclusive

The Initial Receivables to be sold to the Depositor and to be sold and/or contributed from the Depositor to the Issuer on the Initial Funding Date shall consist of all of the Receivables with respect to the Securitization Trusts outstanding as of the Initial Funding Date. The Additional Receivables sold on each Funding Date shall consist of all of the Receivables with respect to the Securitization Trusts other than the Initial Receivables and the Receivables previously sold to the Depositor hereunder (other than Receivables repurchased by the Seller pursuant to Section 6.02 hereof) as of the related Funding Date. During the Funding Period, the Seller shall not sell, assign, transfer, pledge or convey any Receivable with respect to the Securitization Trusts to any Person other than the Depositor.

Section 9.16.    Recovery

The Seller shall diligently endeavor to collect reimbursement of Aggregate Receivables and shall not waive or forgive the obligation of a mortgagor to pay such amounts except as may be required pursuant to the related Servicing Contracts or in accordance with accepted servicing practices (as set forth in such Servicing Contracts); provided, however, that upon waiving the right to collect all or a part of any such Receivable, the Seller shall immediately notify the Agent of such waiver and, upon the direction of the Agent, purchase the related Receivable from the Issuer at an amount equal to the applicable Repurchase Price.

Section 9.17.    Merger; Change of Control

Without the prior written consent of the Agent, (i) the Depositor shall not enter into any transaction related to a merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, wind up or dissolution) and (ii) the Seller shall not enter into any transaction related to a merger, consolidation or amalgamation which shall result in a material change in its Core Business Activities as carried on as of the date hereof or shall result, at any time, in less than 75% of the total revenue of Nationstar being derived from its Core Business Activities for the immediately preceding twelve (12) month period, or liquidate, wind up or dissolve itself (or suffer any liquidation, wind up or dissolution). In addition, without the prior written consent of the Agent, the Seller hereby covenants that it shall not enter into any agreement or understanding,

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engage in any transaction or take any other action that shall result in a Change of Control with respect to the Seller.

Section 9.18.    Use of Proceeds

The Seller shall utilize the proceeds of each purchase of Initial Receivables and Additional Receivables for general corporate purposes.

Section 9.19.    Seller Procedures and Methodology

The Seller shall provide the Agent and the Noteholders with 30 days written notice prior to the modification of its procedures or methodology relating to: (i) the reimbursement mechanics of Delinquency Advances or Servicing Advances; (ii) the way in which it determines that a Delinquency Advance, Servicing Advance or Legacy Deferred Servicing Fee is a Nonrecoverable Advance and the extent to which it is no longer obligated to make any such Delinquency Advance or Servicing Advance under the related Servicing Contract; and (iii) the way in which it calculates Market Value of a residential property subject to a Mortgage Loan or an REO property.

Section 9.20.    Further Action.

The Seller, acting as Servicer, covenants that Seller, Depositor and Issuer each individually, and collectively, covenant that they will take such further action as may be necessary, in the reasonable opinion of the Agent, to satisfy the requirements imposed on any Noteholder (or any Purchaser) relating to risk retention and disclosure set forth in Article 122a of European Union Directive 2006/48/EC) or such other law or regulation, directive, guideline, decision or request of any court, central bank, regulator or other Governmental Authority that would apply penalty risk weighting to the Notes or impose any other penalties on the Noteholders.

ARTICLE X.

INDEMNIFICATION

Section 10.01    Indemnification.

a.Without limiting any other rights that an Indemnified Party may have hereunder or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party (as defined below) from and against any and all Indemnified Amounts (as defined below) which may be imposed on, incurred by or asserted against an Indemnified Party in any way arising out of or relating to any breach of the Seller's or the Servicer's obligations or covenants under this Agreement or any other Transaction Document, or the ownership of the Aggregate Receivables or in respect of the Aggregate Receivables, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party.

Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from:

i. a breach of any representation or warranty made by the Seller under or in connection with this Agreement;

ii. the failure by the Seller or the Servicer to comply with any term, provision or covenant contained in this Agreement, or any agreement executed by it in connection with this Agreement or with any applicable law, rule or regulation with respect to any Aggregate Receivable, or the nonconformity of any Aggregate Receivable with any such applicable law, rule or regulation;

iii. the failure to vest and maintain vested in the Issuer, or to transfer, to the Issuer, ownership of the Aggregate Receivables, together with all collections in respect thereof, free and clear of any adverse claim (except as permitted hereunder and in the Indenture), whether existing at the time of the transfer of

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such Aggregate Receivable or at any time thereafter, or the failure to vest and maintain vested in the Indenture Trustee the perfection of the security interest in the Aggregate Receivables free and clear of any adverse claim (except as permitted hereunder and in the Indenture), whether existing at the time of the transfer of such Aggregate Receivable or at any time thereafter; or

iv. removal of the Seller as Servicer with respect to any of the Subserviced Securitization Trusts (set forth on Schedule VIII of the Indenture as of the Closing Date) by the related Securitization Trustee on account of a failure to satisfy any condition to transfer of servicing requiring rating agency confirmation with respect thereto.

b.Any Indemnified Amounts subject to the indemnification provisions of this Section 10.01 shall be paid to the Indemnified Party within twenty (20) Business Days following demand therefor. “Indemnified Party” means any of the Depositor, the Issuer, the Indenture Trustee, the Calculation Agent, the Owner Trustee, the Agent, the Variable Funding Noteholders and any Swap Provider and their officers, employees, directors and successors or assigns. “Indemnified Amounts” means any and all claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, and related reasonable costs and reasonable expenses of any nature whatsoever, including reasonable attorneys' fees and disbursements (subject to the following paragraph), incurred by an Indemnified Party.

c.Promptly after an Indemnified Party shall have been served with the summons or other first legal process or shall have received written notice of the threat of a claim in respect of which an indemnity may be claimed against the Seller under this Section 10.01, the Indemnified Party shall notify the Seller in writing of the service of such summons, other legal process or written notice, giving information therein as to the nature and basis of the claim, and providing a copy thereof; provided, however, that failure so to notify the Seller shall not relieve the Seller from any liability which it may have hereunder or otherwise except to the extent that the Seller is prejudiced by such failure so to notify the Seller. The Seller will be entitled, at its own expense, to participate in the defense of any such claim or action and to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, unless the defendants in any such action include both the Indemnified Party and the Seller, and the Indemnified Party (upon the advice of counsel) shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Seller, or one or more Indemnified Parties, and which in the reasonable opinion of such counsel are sufficient to create a conflict of interest for the same counsel to represent both the Seller and such Indemnified Party; provided, however, that the Seller shall not be responsible for the fees and expenses of more than one firm of attorneys for all Indemnified Parties related to the Depositor, one firm of attorneys for all Indemnified Parties related to the Issuer, one firm of attorneys for all Indemnified Parties related to the Agent, one firm of attorneys for all Indemnified Parties related to the Noteholders and one firm of attorneys for all Indemnified Parties related to the Indenture Trustee. Each Indemnified Party shall cooperate with the Seller in the defense of any such action or claim. The Seller shall not, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding or threatened proceeding.

Section 10.02    Non-Consolidation. The Depositor shall (and the Seller, as the sole owner of 100% of the membership interests in the Depositor, shall cause the Depositor to):

a.maintain its own books and records and bank accounts separate from those of any other Person or the Seller;

b.at all times hold itself out to the public and all other Persons as a legal entity separate from the Seller and any other Person;

c.file its own tax returns, if any, as may be required under applicable law, to the extent

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(i) not part of a consolidated group filing a consolidated return or returns or (ii) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law;

d.not commingle its assets with assets of any other Person;

e.conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence;

f.maintain separate financial statements;

g.pay its liabilities only out of its funds;

h.transact all business with its Affiliates and the Seller on an arm's length basis and pursuant to written, enforceable agreements;

i.pay the salaries of its own employees, if any;

j.not hold out its credit or assets as being available to satisfy the obligations of others;

k.allocate fairly and reasonably any overhead for shared office space;

l.use separate stationary, invoices and checks;

m.except as contemplated by the Transaction Documents, not pledge its assets for the benefit of any other Person;

n.correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Depositor;

o.maintain adequate capital in light of its contemplated business purpose, transaction and liabilities;

p.cause the managers, officers, agents and other representatives of the Depositor, if any, to act at all times with respect to the Depositor consistently and in furtherance of the foregoing and in the best interests of the Depositor;

q.not acquire or assume any obligation or liability of any of its members;

r.observe all corporate and other organizational formalities;

s.dissolve or liquidate in whole or in part, except as provided herein (it being understood that the payment or repurchase of Receivables does not constitute a partial liquidation within the meaning of this provision);

t.incur, create or assume any indebtedness for borrowed money other than as expressly contemplated in the Transaction Documents;

u.voluntarily file a petition for bankruptcy, reorganization, assignment for the benefit of creditors or similar proceeding;

v.terminate, amend or otherwise modify its organizational documents without the prior written consent of the Agent; and

w.make any change in the character of its business.

ARTICLE XI.

MISCELLANEOUS

Section 11.01    Amendments

a. No amendment or waiver of any provision of this Agreement shall in any event be effective unless the same shall be in writing and signed by all of the parties hereto and consented to in writing by the Agent, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that, except as otherwise provided in Section 8.01 or Section 8.05 of the Indenture or expressly provided herein, the Issuer shall not make, or permit any Person to make, any amendment, modification or change to, or provide any waiver under this Agreement or any other Transaction Document to which the Issuer is a party without the prior written consent of the Required Noteholders.

b. In addition, to the extent any mortgage warehouse facility, servicing advance facility

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(other than the facility provided under the Transaction Documents) entered into by Nationstar provides for an early amortization event or other provision (the “Other Facility Terms”) which corresponds to any of clauses (m), (n), (o) and/or (p) in the definition of “Early Amortization Event” in the Indenture (the “Subject Terms”) and which would be more favorable to the Noteholders, the Seller hereby agrees that it shall provide written notice to the Agent regarding such Other Facility Terms and shall agree to an amendment to the Indenture, to the extent requested by the Agent, to revise the relevant Subject Terms to match the Other Facility Terms.

Section 11.02    Notices

All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including telecopies) and mailed or e-mailed, telecopied (with a copy delivered by overnight courier) or delivered, as to each party hereto, at its address as set forth in Schedule I hereto or at such other address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be deemed effective upon receipt thereof, and in the case of telecopies, when receipt is confirmed by telephone.

Section 11.03    No Waiver; Remedies

No failure on the part of any party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 11.04    Binding Effect; Assignability.

a.This Agreement shall be binding upon and inure to the benefit of the Seller, the Depositor and the Issuer and their respective permitted successors and assigns; provided, however, that the Seller shall not have any right to assign its respective rights hereunder or interest herein (by operation of law or otherwise) without the prior written consent of the Agent and the Depositor shall not have any right to assign its respective rights hereunder or interest herein (by operation of law or otherwise) without the prior written consent of the Agent.

b.This Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the Indenture has terminated.

Section 11.05    GOVERNING LAW; JURISDICTION

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

Section 11.06    Execution in Counterparts

This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

Section 11.07    Survival

All representations, warranties, covenants, guaranties and indemnifications contained in this Agreement

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and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the sale, transfer or repayment of the Aggregate Receivables.

Section 11.08.    Third Party Beneficiary

The Seller and the Depositor acknowledge and agree that the Indenture Trustee, the Calculation Agent, the Agent and the other Secured Parties are intended third party beneficiaries of this Agreement.

Section 11.09.    General

a.. (a) No course of dealing and no delay or failure of the Issuer (or the Indenture Trustee as its assignee) in exercising any right, power or privilege under this Agreement shall affect any other or future exercise thereof or the exercise of any other right, power or privilege; nor shall any single or partial exercise of any such right, power or privilege or any abandonment or discontinuance of steps to enforce such a right, power or privilege preclude any further exercise thereof or of any other right, power or privilege. The rights and remedies of the Issuer (and the Indenture Trustee as its assignee) under this Agreement are cumulative and not exclusive of any rights or remedies which the Issuer would otherwise have.

b.The obligations of the Seller and the Depositor under this Agreement shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by (a) any exercise or nonexercise of any right, remedy, power or privilege under or in respect of this Agreement or applicable law, including, without limitation, any failure to set-off or release in whole or in part by the Issuer of any balance of any deposit account or credit on its books in favor of the Issuer or any waiver, consent, extension, indulgence or other action or inaction in respect of any thereof, or (b) any other act or thing or omission or delay to do any other act or thing which would operate as a discharge of the Issuer as a matter of law.

c.This Agreement sets forth the entire understanding of the parties relating to the subject matter hereof and thereof, and supersedes all prior understandings and agreements, whether written or oral with respect to the subject matter hereof and thereof.

d.The Seller shall pay the Depositor's and the Issuer's costs and expenses reasonably incurred in connection with the enforcement of any of the Seller's obligations hereunder.

e.Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or nonauthorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction.

Section 11.10    LIMITATION OF DAMAGES.

NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE PARTIES AGREE THAT NO PARTY SHALL BE LIABLE TO ANY OTHER FOR ANY SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLES; PROVIDED, THAT, THE FOREGOING PROVISION SHALL NOT LIMIT OR RELIEVE ANY PARTY OF ANY OBLIGATION UNDER THIS AGREEMENT TO INDEMNIFY ANY OTHER PARTY AGAINST ANY DAMAGES IMPOSED (INCLUDING SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES) UPON SUCH PARTY BY A FINAL ORDER OF ANY COURT OF COMPETENT JURISDICTION IN CONNECTION WITH ANY LEGAL ACTION BROUGHT AGAINST SUCH PARTY BY ANY THIRD PARTY.

Section 11.11.     WAIVER OF JURY TRIAL.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, THE PURCHASES OR THE ACTIONS OF ANY PARTY IN THE

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NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF.

Section 11.12    No Recourse

It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust, National Association, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Receivables Purchase Agreement or any other related documents.

Section 11.13    Confidentiality

a.Subject to Section 11.13(c), the Seller covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement or of any other Transaction Document (including any fees payable in connection with this Agreement or the other Transaction Documents or the identity of any Noteholder), except as the Agent or any Noteholder may have consented to in writing prior to any proposed disclosure and except it may disclose such information (i) to the Affiliates of the Seller or its or their respective directors, officers, employees, agents, advisors, counsel, underwriters, financing sources and other representatives who are informed of the confidential nature of such information and instructed to keep it confidential, (ii) to the extent it should be (A) required by law, rule, regulation, subpoena, or in connection with any legal or regulatory proceeding or (B) requested by any governmental or regulatory authority having jurisdiction over the disclosing party; provided, that, in the case of clause (ii)(A), the disclosing party will use all reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by law) notify the Agent and the Noteholders of its intention to make any such disclosure prior to making such disclosure, (iii) to the extent required to be included in the financial statements or filings with the Securities and Exchange Commission of the Seller or an Affiliate thereof, (iv) to the extent required to exercise any rights or remedies under the Transaction Documents, and (v) to the extent required to consummate and administer the transactions contemplated under the Transaction Documents.

b.Subject to Section 11.13(c), notwithstanding the generality of the foregoing, Seller and its Affiliates shall maintain the confidentiality of the sensitive economic terms (i.e., Term Note Discount Factor, Variable Funding Note Discount Factor, Variable Funding Note Margin Rate, Term Note Interest Rate, Variable Funding Note Default Additional Rate, Variable Funding Stepdown Additional Rate and the like) set forth in any of the Transaction Documents in negotiations, discussions, agreements or due diligence in connection with any financing, repurchase, credit or similar transactions with any third-party (including any credit facility or any similar structure with respect to mortgage related assets including mortgage loans, RMBS or any similar assets); provided however, that this requirement shall not apply to the tax structure or tax treatment of the transactions contemplated by the Transaction Documents and the Seller and its Affiliates (and any employee, representative, or agent of the Seller and its Affiliates) may disclose to any and all persons without limitation of any kind, the tax structure and tax treatment of such transactions and facts relevant to

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such tax structure and tax treatment; provided, further the sensitive economic terms referenced above (i.e., Term Note Discount Factor, Variable Funding Note Discount Factor, Variable Funding Note Margin Rate, Term Note Interest Rate, Variable Funding Note Default Additional Rate, Variable Funding Stepdown Additional Rate and the like) shall not be treated by the parties as facts relevant to such tax structure and tax treatment.

c.Notwithstanding anything else to the contrary contained herein, in connection with the public or private offering of Term Notes, the Seller and its Affiliates shall be permitted to disclose in any offering document such information concerning the Notes and the transactions contemplated by the Transaction Documents such that such offering document does not omit any information concerning the Notes or the transactions contemplated by the Transaction Documents that would be material to a prospective investor in such Term Notes.

[Signature Page Follows]

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Receivables Purchase Agreement(2012-C)

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective signatories hereunto duly authorized, as of the date first above written.

NATIONSTAR ADVANCE FUNDING TRUST 2012-C

By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee

By:/s/ Christopher M. Cavalli_____________

Name: Christopher M. Cavalli

Title: Banking Officer

NATIONSTAR ADVANCE FUNDING 2012-C, LLC

By:/s/ Gregory A. Oniu__________________

Name: Gregory A. Oniu

Title: Senior Vice President

NATIONSTAR MORTGAGE LLC

By:/s/ Gregory A. Oniu__________________

Name: Gregory A. Oniu

Title: Senior Vice President

31

Schedule I

Information for Notices

1.if to the Issuer:

NATIONSTAR ADVANCE FUNDING TRUST 2012-C

c/o Wilmington Trust, National Association

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890

Attention: Corporate Trust Administration

Facsimile:(302) 636-4140

Telephone:(302) 651-1000

(with a copy to the Seller)

2.if to the Depositor:

NATIONSTAR ADVANCE FUNDING 2012-C, LLC

350 Highway Drive

Lewisville, Texas 75067

Attention: Greg Oniu

Facsimile:(469) 549-2085

Telephone:(469) 549-2477

3.if to the Seller:

NATIONSTAR MORTGAGE LLC

350 Highland Drive

Lewisville, Texas 75067

Attention: Greg Oniu

Facsimile:(469) 549-2085

Telephone:(469) 549-2477

4.if to the Indenture Trustee on behalf of the Secured Parties or the Calculation

Agent:

Use Notice Address provided in the Indenture.

5.if to the Agent:

CREDIT SUISSE AG, NEW YORK BRANCH

Eleven Madison Avenue

New York, New York 10010

Attention:Asset Finance Conduit

Facsimile:212-743-2105

Sch-I-1

Telephone:212-325-2139

Email:ALPINE@20GATES.COM

ABCP.MONITORING@CREDIT-SUISSE.COM

6.if to the Noteholders:

ALPINE SECURITIZATION CORP.

c/o Credit Suisse AG, New York Branch

Eleven Madison Avenue

New York, New York 10010

Attention:Asset Finance Conduit

Facsimile:212-743-2105

Telephone:212-325-2139

Email:ALPINE@20GATES.COM

ABCP.MONITORING@CREDIT-SUISSE.COM

Sch-I-2

Exhibit A

copy of initial funding date report

for

initial receivables

AVAILABLE UPON REQUEST

EXHIBIT B

FORM OF FUNDING NOTICE

Nationstar Advance Funding Trust 2012-C c/o Wilmington Trust, National Association Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 Attention: Corporate Trust Administration Facsimile: (302) 636 - 4140 Telephone: (302) 651-1000	Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, Maryland 20145-1951 Client Manager - Nationstar Advance Funding Trust 2012-C Facsimile: (410) 715-2380 Telephone: (410) 884-2000
Credit Suisse AG, New York Branch Eleven Madison Avenue New York, New York 10010 Attention:Asset Finance Conduit Facsimile:212-743-2105 Telephone:212-325-2139 Email:ALPINE@20GATES.COM ABCP.MONITORING@CREDIT-SUISSE.COM	American Mortgage Consultants, Inc. 335 Madison Avenue, 27th Floor New York, New York 10017 Attention:Marianne Lamkin Facsimile: Telephone:214-755-4936 Email:

Re: Receivables Purchase Agreement, dated as of June 26, 2012; Funding Notice

Pursuant to Section 2.01 of the Receivables Purchase Agreement, dated as of June 26, 2012 (the “Receivables Purchase Agreement”), among Nationstar Advance Funding Trust 2012-C (the “Issuer”), Nationstar Advance Funding 2012-C, LLC (the “Depositor”) and Nationstar Mortgage LLC (the “Seller”), the undersigned hereby notifies you that the Receivables listed on Exhibit A hereto, in the amount of $[____________], are being transferred by the Seller to the Depositor and by the Depositor to the Issuer on the Funding Date occurring on [insert date] and the parties hereto are requesting funds in the amount of $[____________] to be wired by the Noteholder to the Issuer, and by the Indenture Trustee to, or at the direction of, the Depositor in accordance with Article VII of the Indenture.

The Seller also hereby certifies that (i) the Funding Conditions contained in Sections 7.02(ii), (v), (vi), (vii), (viii), (xii), (xiii), (xiv), (xv) and (xvi) of the Indenture, dated as of June 26, 2012, between the Issuer and Wells Fargo Bank, N.A., have been met, and (ii) the representations and warranties contained in Section 6 of the Receivables Purchase Agreement are true and correct as of the date hereof.

The Depositor also hereby certifies that the representations and warranties contained in Section 5 of the Receivables Purchase Agreement are true and correct as of the date hereof.

Very truly yours,

NATIONSTAR MORTGAGE LLC, as Seller

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By:

Name:

Title: _________________________

NATIONSTAR ADVANCE FUNDING 2012-C, LLC, as Depositor

By:

Name:

Title: _________________________

NATIONSTAR MORTGAGE LLC, as Administrator

By:

Name:

Title: _________________________

We have performed the subset of the procedures set forth in Exhibit 1 of our engagement letter for Agreed Upon Procedures reports with Credit Suisse AG, New York Branch and Nationstar Mortgage LLC dated [___________], [____]. We noted no exceptions as a result of these procedures. All restrictions, terms and conditions of the engagement letter apply to these procedures.

[American Mortgage Consultants, Inc. (signed)]

[Date]

By:

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Exhibit C

FORM OF BILL OF SALE

Nationstar Mortgage LLC (the “Seller”) hereby absolutely transfers to Nationstar Advance Funding 2012-C, LLC, and Nationstar Advance Funding 2012-C, LLC (the “Depositor”) hereby absolutely sells to Nationstar Advance Funding Trust 2012-C, a statutory trust organized under the laws of the State of Delaware (the “Purchaser”), without recourse, except as set forth in the Receivables Purchase Agreement:

All right, title and interest in and to the Receivables identified in the Schedule attached hereto as Exhibit A; and

All principal, interest and other proceeds of any kind received with respect to such Receivables, including but not limited to proceeds derived from the conversion, voluntary or involuntary, of any of such assets into cash or other liquidated property.

The ownership of the Receivables is vested in Purchaser and the ownership of all records and documents with respect to the related Receivables prepared by or which come into the possession of the Seller or the Depositor shall immediately vest in Purchaser and shall be retained and maintained, in trust, by the Seller or the Depositor, as applicable at the will of Purchaser in such custodial capacity only. The sale of the Receivables shall be reflected as a sale or absolute transfer on the Seller's and the Depositor's business records, tax returns and financial statements.

This Bill of Sale is made pursuant to, and is subject to the terms and conditions of, that certain Receivables Purchase Agreement dated as of June 26, 2012, among Nationstar Mortgage LLC, as seller, Nationstar Advance Funding 2012-C, LLC, as depositor and Nationstar Advance Funding Trust 2012-C, as issuer (as amended, restated, supplemented or otherwise modified from time to time, (the “Agreement”). The Seller confirms to Purchaser that the representations and warranties set forth in Article 6 of the Agreement are true and correct as if made on the date hereof (except to the extent that they expressly relate to an earlier or later date). The Depositor confirms to Purchaser that the representations and warranties set forth in Article 5 of the Agreement are true and correct as if made on the date hereof (except to the extent that they expressly relate to an earlier or later date).

Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

DATED: ______________________

NATIONSTAR MORTGAGE LLC

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By:

Name:

Title: _________________________

NATIONSTAR ADVANCE FUNDING 2012-C, LLC

By:

Name:

Title: _________________________

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EXHIBIT D

FORM OF SUBORDINATED NOTE

THIS SUBORDINATED NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE OWNER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND SUCH STATE LAWS, AND NEITHER THE ENTERING INTO, NOR THE TRANSACTIONS CONTEMPLATED BY, THIS SUBORDINATED NOTE WILL BE A “PROHIBITED TRANSACTION” UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”). BY ACCEPTANCE OF THIS SUBORDINATED NOTE, THE HOLDER AGREES TO BE BOUND BY ALL THE TERMS OF THE RECEIVABLES PURCHASE AGREEMENT.

[_________], 2012

FOR VALUE RECEIVED, the undersigned, Nationstar Advance Funding 2012-C, LLC, a Delaware limited liability company (the “Depositor”), promises to pay to the order of Nationstar Mortgage LLC, a Delaware limited liability company (the “Seller”), on [______], 20[__] (the “Maturity Date”) the aggregate unpaid principal amount of all amounts loaned hereunder pursuant to Section 2.01(b) of that certain Receivables Purchase Agreement, dated as of June 26, 2012 (together with all amendments and other modifications, if any, from time to time thereafter made thereto, the “Receivables Purchase Agreement”), among the Seller, the Depositor and Nationstar Advance Funding Trust 2012-C (the “Issuer”), together with any and all accrued and unpaid interest on all amounts loaned hereunder.

Interest will accrue on the average daily balance of the unpaid principal amount of all amounts loaned hereunder for each day from the date such loan amounts are made until they become due and or are paid in full, at a rate per annum equal to the sum of (i) the LIBOR Rate (as defined below) and (ii) a spread designated as such in writing by the Seller to the Depositor from time to time (the “Spread”). Interest will be computed on the basis of a 360-day year and paid for the actual number of days elapsed (including the first but excluding the last day). Should any principal of, or accrued interest on, any amounts loaned hereunder not be paid when due, such amount will bear interest from its due date until paid in full, at a rate per annum equal to the sum of (i) the LIBOR Rate, (ii) the Spread and (iii) [1.00]%. Interest shall be payable on the unpaid principal balance of this note (this “Subordinated Note”) commencing on [__________], 200[_] and continuing on the [___] day of each [January, April, July, and October]. With respect to any such [___] day that is not a Business Day, the interest payment otherwise due on such [___] day shall be due on the next subsequent day that is a Business Day.

For the purposes of this Subordinated Note, “LIBOR Rate” shall mean the offered rate for one-month U.S. dollar deposits as such rate appears on Reuters Screen LIBOR01 Page (as defined in the International Swaps and Derivatives Association, Inc. 2000 Definitions) or such other page as may replace Reuters Screen LIBOR01 Page as of 11:00 a.m. (London time) on such date; provided that if such rate does not appear on Telerate Page 3750, the rate for such date will be determined on the basis of the rates at which one-month U.S. dollar deposits are offered by [Name of Banks] (the “Reference Banks”) at approximately 11:00 a.m. (London time) on such date to prime banks in the London interbank market. In such event, the Seller will

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request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations (rounded upwards if necessary to the nearest whole multiple of 1/16%). If fewer than two quotations are provided as requested, the rate for that date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Seller, at approximately 11:00 a.m. (New York City time) on such date for one-month U.S. dollar loans to leading European banks.

Unless plainly wrong, the computer records of the holder hereof shall on any day conclusively evidence the unpaid balance of this Subordinated Note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made hereon may be (but are not required to be) set forth by or on behalf of such holder on the schedule which is attached hereto or otherwise recorded in such holder's computer or manual records; provided, that any failure to make notation of any principal advance or accrual of interest shall not cancel, limit or otherwise affect Depositor's obligations or any of such holder's rights with respect to that advance or accrual. Unless otherwise defined, capitalized terms used herein have the meanings provided in or specified in accordance with the Receivables Purchase Agreement.

The obligation of the Depositor to pay the principal of, and interest on, all loans and advances on this Subordinated Note shall be absolute and unconditional, shall be binding and, to the fullest extent permitted by law, enforceable in all circumstances whatsoever and shall not be subject to setoff, recoupment or counterclaim; provided, however, that the Depositor shall only be obligated to pay principal and interest on this Subordinated Note from cash actually received by the Depositor from distributions on the Receivables after payment of all amounts due the Noteholder under the Indenture, dated as of June 26, 2012, between the Issuer and Wells Fargo Bank, N.A., as indenture trustee.

Depositor may prepay at any time, without penalty or fee, the principal or interest outstanding hereunder or any portion of such principal or interest. Payments of both principal and interest are to be made in lawful money of the United States of America in same day or immediately available funds.

The Seller hereby agrees, prior to the date that is 367 days after the Maturity Date, not to acquiesce, petition, or invoke the process of any court or government authority (or to encourage or cooperate with others) for the purpose of commencing or sustaining a case against the Seller under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of or for the Seller or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller. The foregoing shall not limit the rights of the Depositor to file any claim in, or to otherwise take any action with respect to, any insolvency proceeding instituted against the Seller by any other unaffiliated entity.

Notwithstanding anything contained herein to the contrary, to the extent that the Seller is deemed to have any interest in any assets of the Depositor, the Seller agrees that its interest in those assets is subordinate to claims or rights of all other creditors of the Depositor. The Seller agrees that this Subordinated Note constitutes a subordinated note for purposes of Section 510(a) of the United States Bankruptcy Code, as amended from time to time (11 U.S.C. §§ 101 et seq.).

As set forth in Section 2.01(b) of the Receivables Purchase Agreement, the Depositor hereby represents and warrants as of each loan and advance made hereon that at the time of (and immediately after) each loan and advance made hereunder, (i) the Depositor's total assets exceed its total liabilities both before and after the sale transaction, (ii) the Depositor's cash on hand is sufficient to satisfy all of its current

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obligations, (iii) the Depositor is adequately capitalized at a commercially reasonable level and (iv) the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinate Loan and this Subordinated Note is adequate. Each loan or advance made hereunder by the Seller to the Depositor is subject to the accuracy of the representations and warranties herein made on the part of the Depositor.

This Subordinated Note is the Subordinated Note referred to in, and evidences indebtedness incurred under, the Receivables Purchase Agreement, and the holder hereof is entitled to the benefits of the Receivables Purchase Agreement. Upon and subject to the terms and conditions of the Receivables Purchase Agreement, Depositor may borrow, repay and reborrow against this note under the circumstances, in the manner and for the purposes specified in the Receivables Purchase Agreement and this Subordinated Note, but for no other purposes. All parties hereto, whether as makers, endorsers or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor.

THIS SUBORDINATED NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES TO THIS SUBORDINATED NOTE HEREBY AGREES TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

[Signature Page Follows]

NATIONSTAR ADVANCE FUNDING 2012-C, LLC

By:________________________________

Name:

Title:

D-3

EX-10.21

RECEIVABLES PURCHASE AGREEMENT

AMONG

Nationstar Advance FUNDING Trust 2012-R

as ISSUER

NATIONSTAR ADVANCE FUNDING 2012-R, LLC

AS DEPOSITOR

and

NATIONSTAR MORTGAGE LLC

as SELLER

Dated as of JUNE 26, 2012

TABLE OF CONTENTS		Page
ARTICLE I. DEFINITIONS		1
Section 1.01.	Certain Defined Terms	1
Section 1.02.	Other Definitional Provisions	3
ARTICLE II. TRANSFER OF RECEIVABLES; CLOSING; ACKNOWLEDGMENT AND CONSENT		3
Section 2.01.	Transfer of Receivables	3
Section 2.02.	Closing	6
Section 2.03.	Seller’s Acknowledgment and Consent to Assignment	6
ARTICLE III. CONDITIONS PRECEDENT TO CLOSING		7
Section 3.01.	Closing Subject to Conditions Precedent	7
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE ISSUER		9
Section 4.01.	Representations and Warranties	9
ARTICLE V. REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR		10
Section 5.01.	Representations and Warranties	10
ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF THE SELLER		13
Section 6.01.	Representations and Warranties	13
Section 6.02.	Repurchase Upon Breach	20
ARTICLE VII. INTENTION OF THE PARTIES; SECURITY INTEREST		21
Section 7.01.	Intention of the Parties	21
Section 7.02.	Security Interest	22
ARTICLE VIII. COVENANTS OF THE SELLER		23
Section 8.01.	Information	23
Section 8.02.	Acknowledgment	24
Section 8.03.	Access to Information	24
Section 8.04.	Ownership and Security Interests; Further Assurances	25
Section 8.05.	Covenants	25
Section 8.06.	Assignment of Rights	25
Section 8.07.	Notice.	26
Section 8.08.	Further Assurances.	26
ARTICLE IX. ADDITIONAL COVENANTS		27
Section 9.01.	Further Assurances	27
Section 9.02.	Expenses.	27
Section 9.03.	Mutual Obligations	27
Section 9.04.	Servicing Standards	27
Section 9.05.	Transfer of Servicing	29
Section 9.06.	Bankruptcy	29
Section 9.07.	Legal Existence	30
Section 9.08.	Compliance With Laws	30
Section 9.09.	Taxes	30
Section 9.10.	No Liens, Etc. Against Receivables and Trust Property	30
Section 9.11.	Amendments to Servicing Contracts	31
Section 9.12.	No Netting or Offsetting	31
Section 9.13.	Books and Records	31
Section 9.14.	Verification Agent	32
Section 9.15.	Exclusive	32
Section 9.16.	Recovery	32

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Section 9.17.	Merger; Change of Control	32
Section 9.18.	Use of Proceeds	32
Section 9.19.	Seller Procedures and Methodology	32
Section 9.20.	Financial Covenants.	33
Section 9.21.	Annual Lien.	33
Section 9.22.	Non-Consolidation	33
ARTICLE X. INDEMNIFICATION		35
Section 10.01.	Indemnification.	35
ARTICLE XI. MISCELLANEOUS		37
Section 11.01.	Amendments	37
Section 11.02.	Notices	37
Section 11.03.	No Waiver; Remedies	37
Section 11.04.	Binding Effect; Assignability.	37
Section 11.05.	GOVERNING LAW; JURISDICTION	38
Section 11.06.	Execution in Counterparts	38
Section 11.07.	Survival	38
Section 11.08.	Third Party Beneficiary	38
Section 11.09.	General	38
Section 11.10.	LIMITATION OF DAMAGES.	39
Section 11.11.	WAIVER OF JURY TRIAL.	39
Section 11.12.	No Recourse	40
Section 11.13.	Confidentiality	40

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RECEIVABLES PURCHASE AGREEMENT, dated as of JUNE 26, 2012 (this “Receivables Purchase Agreement” or this “Agreement”), among NATIONSTAR ADVANCE FUNDING TRUST 2012-R (the “Issuer”), NATIONSTAR ADVANCE FUNDING 2012-R, LLC (the “Depositor”) and NATIONSTAR MORTGAGE LLC (the “Seller” or “Nationstar”).

In consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01    Certain Defined Terms

. Capitalized terms used herein without definition shall have the meanings set forth in the Indenture. Additionally, the following terms shall have the following meanings:

“Aggregate Value” means, with respect to the Receivables sold by the Seller to the Depositor on a Funding Date, (1) the product of (a) the sum of the Receivables Balance of such Receivables on such Funding Date, and (b) the applicable Class D Discount Factor with respect to such Receivables and (2) one half of the amount by which 100% exceeds the applicable Class D Discount Factor with respect to such Receivables.

“Bankruptcy Code” means the Federal Bankruptcy Code, as set forth in Title 11 of the United States Code, as amended, and any successor statute and/or any bankruptcy, insolvency, reorganization or similar law.

“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.

“Cash Purchase Price” means, with respect to the Initial Receivables sold on the Initial Funding Date or with respect to any Additional Receivables sold and/or contributed on subsequent Funding Dates during the Funding Period, the Collateral Value of such Receivables.

“Closing” shall have the meaning set forth in Section 2.02.

“Depositor Material Adverse Effect” shall have the meaning set forth in Section 5.01(a).

“Governmental Actions” means any and all consents, approvals, permits, orders, authorizations, waivers, exceptions, variances, exemptions or licenses of, or registrations, declarations or filings with, any Governmental Authority required under any Governmental Rules.

“Governmental Authority” means the United States of America, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and having jurisdiction over the applicable Person.

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“Governmental Rules” means any and all laws, statutes, codes, rules, regulations, ordinances, orders, writs, decrees and injunctions of any Governmental Authority and any and all legally binding conditions, standards, prohibitions, requirements and judgments of any Governmental Authority.

“Indemnified Party” shall have the meaning set forth in Section 10.01(b).

“Indenture” means, the Indenture, dated as of June 26, 2012, between the Issuer and the Indenture Trustee.

“Material Adverse Effect” shall mean a Depositor Material Adverse Effect or Seller Material Adverse Effect, as applicable.

“Non-Funding Election” shall have the meaning set forth in Section 2.01(e).

“Payment Clearing Account” shall mean account number 4121967343 held at Wells Fargo Bank, N.A. and entitled “Nationstar Mortgage LLC and in trust for the Benefit of Certain Investors.”

“Receivables Related Collateral” shall have the meaning set forth in Section 7.01.

“Relevant UCC” means the Uniform Commercial Code as in effect in any applicable jurisdiction.

“Repurchase Price” shall mean, with respect to any Receivable on any date that such Receivable is repurchased pursuant to Section 6.02 or Section 9.05 hereof, an amount equal to the difference between the Receivables Balance in respect thereof on the date such Receivable was transferred to the Depositor and the Issuer hereunder and the Advance Reimbursement Amounts in respect of such Receivable actually paid to the Issuer.

“Seller Material Adverse Effect” shall have the meaning set forth in Section 6.01(a).

“Servicing Standards” means, collectively, the covenants and other terms and provisions set forth in Section 9.04.

“Subordinated Loan” has the meaning set forth in Section 2.01(c).

“Subordinated Loan Proceeds” has the meaning set forth in Section 2.01(c).

“Subordinated Note” means the promissory note in substantially the form of Exhibit D hereto as more fully described in Section 2.01(c), as the same may be amended, restated, supplemented or otherwise modified from time to time.

Section 1.02.    Other Definitional Provisions

(a)All terms defined in this Agreement shall have the meanings defined herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(b)As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in Section 1.01, and accounting terms partially defined in Section 1.01 to the extent not defined, shall have the respective meanings given to them under GAAP. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms

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under GAAP, the definitions contained herein shall control.

(c)The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Section, subsection, Schedule and Exhibit references contained in this Agreement are references to Sections, subsections, Schedules and Exhibits in or to this Agreement unless otherwise specified.

ARTICLE II.

TRANSFERS OF RECEIVABLES; CLOSING; ACKNOWLEDGMENT AND CONSENT

Section 2.01.    Transfers of Receivables

a.On the Initial Funding Date, the Seller shall sell and/or contribute to the Depositor and the Depositor shall acquire from the Seller, in accordance with the procedures and subject to the terms and conditions set forth herein and in the Indenture, (1) the Initial Receivables described in the initial Funding Date Report attached as Exhibit A hereto and (2) all moneys due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of the Seller to enforce such Initial Receivables under each Servicing Contract. On each subsequent Funding Date during the Funding Period, the Seller shall sell and/or contribute to the Depositor and the Depositor shall acquire from the Seller, in accordance with the procedures and subject to the terms and conditions set forth herein and in the Indenture, (1) Additional Receivables representing the contractual rights to be reimbursed for all of the Delinquency Advances and Servicing Advances with respect to the Securitization Trusts made prior to such Funding Date and not previously sold to the Depositor and (2) all moneys due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of the Seller to enforce any Additional Receivables under each Servicing Contract.

On the Initial Funding Date, the Depositor shall sell and/or contribute to the Issuer and the Issuer shall acquire from the Depositor, in accordance with the procedures and subject to the terms and conditions set forth herein and in the Indenture, (1) the Initial Receivables described in the initial Funding Date Report attached as Exhibit A hereto and (2) all moneys due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of the Seller to enforce such Initial Receivables under each Servicing Contract. On each subsequent Funding Date during the Funding Period, the Depositor shall sell and/or contribute to the Issuer and the Issuer shall acquire from the Depositor, in accordance with the procedures and subject to the terms and conditions set forth herein and in the Indenture, (1) the Additional Receivables acquired by the Depositor on such Funding Date and (2) all moneys due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of the Seller to enforce such Additional Receivables under each Servicing Contract. The purchase price payable for any sale of any Receivable to the Depositor hereunder is the Aggregate Value thereof. The purchase price for any Receivable shall be paid by the Depositor to the Seller in accordance with this Section 2.01.

Any reference to the sale, transfer, conveyance or contribution of any Receivable hereunder shall be deemed to also include a reference to a sale, transfer, conveyance or contribution of all rights of the Seller or the Depositor, as applicable, to enforce such Receivables under each Servicing Contract.

Subject to the satisfaction of the Funding Conditions on each Funding Date, the Issuer shall transfer to the Depositor or accept as a capital contribution, or any combination thereof, an amount equal to the

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Aggregate Value in respect of the Initial Receivables sold on the Initial Funding Date and deliver to the Depositor the Trust Certificates or Additional Receivables sold on each subsequent Funding Date, as applicable, in accordance with Section 7.01 of the Indenture and the Depositor shall pay to the Seller the Aggregate Value in respect of the Initial Receivables sold on the Initial Funding Date or Additional Receivables sold on each subsequent Funding Date, as applicable, in accordance with the terms hereof.

b.The Aggregate Value with respect to any Receivables transferred to the Depositor shall be paid by the Depositor to the Seller as follows:

i.first, by delivery of immediately available funds, to the extent of funds available to Depositor (from amounts made available to the Issuer pursuant to the Indenture or with the proceeds of any fundings under any Note and, in each case, transferred to the Depositor);

ii.second, with the proceeds of a subordinated revolving loan from the Seller to the Depositor (a “Subordinated Loan”) in an amount not to exceed the remaining unpaid portion of the related Aggregate Value (such proceeds, the “Subordinated Loan Proceeds”); and

iii.third, by accepting a contribution to its capital from the Seller in an amount equal to the remaining unpaid balance of such purchase price therefor.

Subject to the limitations set forth in this Section 2.01(b), the Agent, on behalf of the Depositor, shall request borrowings under the Subordinated Loan with respect to each purchase by the Depositor of Receivables during the Funding Period to the extent necessary to make the payments set forth in Sections 2.01(a) and (b) in connection with purchases of the Initial Receivables and the Additional Receivables, and the Seller irrevocably agrees to advance such amounts under the Subordinated Loan so requested; provided however, that the Depositor may not make any borrowing under the Subordinated Loan unless at the time of (and immediately after) each such borrowing thereunder, (i) the Depositor's total assets exceed its total liabilities both before and after the sale transaction, (ii) the Depositor's cash on hand is sufficient to satisfy all of its current obligations, (iii) the Depositor is adequately capitalized at a commercially reasonable level and (iv) the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinate Loan and Subordinated Note is adequate. The Subordinated Loan shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note. The Seller is hereby authorized by the Depositor to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of the Depositor thereunder.  The Seller shall record in its books and records all increases in and payments in reduction of the outstanding principal amount of the Subordinated Note.

The excess of (i) the Aggregate Value of the Initial Receivables or Additional Receivables sold and/or contributed on the Initial Funding Date or any subsequent Funding Date over (ii) the amounts paid in immediately available funds with respect to such Initial Receivables or Additional Receivables sold and/or contributed on the Initial Funding Date or such subsequent Funding Date shall be a capital contribution by the Depositor to the Issuer. The Aggregate Receivables at any time of determination shall consist of the Initial Receivables and the Additional Receivables sold and/or contributed to the Issuer prior to such time of determination

c.With respect to Legacy Deferred Servicing Fees, Delinquency Advances and Servicing Advances, one (1) Business Day prior to each Funding Date on which the Initial Note Balance or any Additional Note Balances are to be purchased, by no later than 3:00 PM Central time, the Seller shall deliver to the Depositor and the Depositor shall deliver to the Issuer, with copies to the Agent and the Indenture Trustee, a funding notice (such notice, the “Funding Notice”) and a bill of sale (the “Bill of Sale”), in substantially the forms annexed as Exhibits B and C hereto, respectively, with respect to the Receivables to be sold and/or contributed on such Funding Date.

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d.Subject to the limitations on the making of Subordinated Loans set forth herein, on any Funding Date, the Seller may elect to sell and/or contribute all Receivables to the Depositor in exchange for Subordinated Loan Proceeds or by making a contribution of any such Receivables to the capital of the Depositor without payment of any Cash Purchase Price by the Depositor, and the Depositor may simultaneously contribute such Receivables to the Issuer, if the Seller and the Depositor determine that such actions are in their best interests (such action, a “Non-Funding Election”); provided that, on the related Funding Date, the Seller shall notify the Variable Funding Noteholders, the Agent and the Indenture Trustee of such Non-Funding Election.

Section 2.02.    Closing

. The closing (the “Closing”) of this Agreement, upon and concurrent with the closing under the Note Purchase Agreement, shall take place at 2:00 PM at the offices of SNR Denton US LLP, 1221 Avenue of the Americas, New York, New York 10020 on June 26, 2012, or if the conditions precedent to closing set forth in Article III of this Agreement shall not have been satisfied or waived by such date, as soon as practicable after such conditions shall have been satisfied or waived, or at such other time, date and place as the parties shall agree upon (the date of the Closing being referred to herein, the “Closing Date”).

Section 2.03.    Seller's Acknowledgment and Consent to Assignment

. Seller hereby acknowledges that the Depositor has assigned to the Issuer and the Issuer has Granted to the Indenture Trustee, on behalf of the Secured Parties, the rights of the Depositor and the Issuer as purchasers under this Agreement, including, without limitation, the right to enforce the obligations of the Seller hereunder. The Seller hereby consents to such assignment by the Depositor and Grant in the Indenture by the Issuer to the Indenture Trustee, on behalf of the Secured Parties, and, agrees to remit the Repurchase Price in respect of any repurchased Receivable directly to the Reimbursement Account as provided for in Section 6.02 hereof. The Seller acknowledges that the Indenture Trustee, on behalf of the Secured Parties, shall be a third party beneficiary in respect of the representations, warranties, covenants, rights and benefits arising hereunder that are so Granted by the Issuer. The Seller hereby authorizes the Issuer and the Indenture Trustee, as the Issuer's assignee, on behalf of the Seller, to execute and deliver such documents or certificates as may be necessary in order to enforce its rights to or collect under the Receivables at any time that any Early Amortization Event has occurred and is continuing. The Seller hereby agrees to be bound by and perform all of the covenants and obligations of the Seller and the Servicer set forth in the Indenture.

ARTICLE III.

CONDITIONS PRECEDENT TO CLOSING

Section 3.01.    Closing Subject to Conditions Precedent

The Closing is subject to the satisfaction at the time of the Closing of the following conditions (any or all of which may be waived Issuer, with the consent of the Agent, in its sole discretion):

a.Performance by the Seller and the Depositor. All the terms, covenants, agreements and conditions of the Transaction Documents to be complied with and performed by the Seller and the Depositor on or before the Closing Date shall have been complied with and performed in all material respects.

b.Representations and Warranties. Each of the representations and warranties of the Seller and the Depositor made in the Transaction Documents shall be true and correct in all material respects as of the Closing Date (except to the extent they expressly relate to an earlier or later time).

c.Officer's Certificate. The Agent and the Indenture Trustee shall have received in form and substance reasonably satisfactory to the Agent and its counsel an Officer's Certificate from the Seller and the Depositor, dated the Closing Date, certifying to the satisfaction of the conditions set forth in the

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preceding paragraphs (a) and (b).

d.Opinions of Counsel to the Seller, the Depositor and the Servicer. Counsel to the Seller, the Depositor and the Servicer shall have delivered to the Agent and the Indenture Trustee favorable opinions as to matters described in Section 4.01 of the Note Purchase Agreement, dated the Closing Date and reasonably satisfactory in form and substance to the Agent and its counsel.

e.Filings and Recordations. As of the Closing Date, the Agent and the Indenture Trustee shall have received evidence reasonably satisfactory to the Agent of (i) the completion of all recordings, registrations and filings as may be necessary or, in the reasonable opinion of the Agent, desirable to perfect or evidence the transfer by the Seller to the Depositor of the Seller's ownership interest in the Aggregate Receivables and the proceeds thereof and the assignment by the Depositor to the Issuer of the Depositor's ownership interest in the Aggregate Receivables and the proceeds thereof and (ii) the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Agent, desirable to perfect or evidence the Grant of a first priority perfected security interest in the Issuer's ownership interest in the Trust Estate, in favor of the Indenture Trustee, subject to no Liens prior to the Lien created by the Indenture.

f.Documents. The Agent and the Indenture Trustee shall have received a duly executed counterpart of this Agreement (in a form acceptable to the Agent), each of the other Transaction Documents (other than any Hedge Agreement) and each and every document or certification delivered by the Seller and the Depositor in connection with this Agreement or any other such Transaction Document, and each such document shall be in full force and effect.

g.Actions or Proceedings. No action, suit, proceeding or investigation by or before any Governmental Authority shall have been instituted to restrain or prohibit the consummation of, or to invalidate, any of the transactions contemplated by the Transaction Documents and the documents related thereto in any material respect.

h.Approvals and Consents. All Governmental Actions of all Governmental Authorities required to consummate the transactions contemplated by the Transaction Documents and the documents related thereto shall have been obtained or made.

i.Fees, Costs and Expenses. The invoiced fees, costs and expenses payable by the Seller pursuant to Section 9.02 hereof and any other Transaction Document shall have been paid; including, but not limited to, the Facility Fee (as defined in the Fee Side Letter) payable to the Committed Purchaser in accordance with the terms and provisions of the Fee Side Letter.

j.Servicing Documents. The Seller and the Depositor shall have furnished to the Agent and the Indenture Trustee: (i) with respect to each Securitization Trust (in any case, to the extent listed on Schedules I through III of the Indenture as of the date hereof) other than any Subserviced Securitization Trust, the related Servicing Contracts and all material amendments and waivers thereto; (ii) with respect to each Subserviced Securitization Trust, the Subservicing Agreement; (iii) with respect to each Subserviced Securitization Trust, a copy of a power of attorney (in form and substance reasonably satisfactory to the Agent) provided by the MSR Sellers to Nationstar permitting Nationstar to act in the name of the MSR Sellers to recover any Delinquency Advance or Servicing Advance, including from any Securitization Trustee or successor servicer; and (iv) a certification that each Mortgagor has been instructed to remit all payments payable by such Mortgagor pursuant to the related Mortgage Loan to a blocked account controlled by Nationstar.

k.Verification Agent. The Seller shall have engaged the Verification Agent pursuant to the Verification Agent Letter.

l.Aurora Transaction. The fees and expenses payable pursuant to the terms and provisions of that certain Commitment Letter, dated March 4, 2012 (the “Commitment Letter”), by and between Nationstar and The Royal Bank of Scotland plc, shall have been paid. In addition, the Agent and the Indenture Trustee shall have received (in form and substance reasonably satisfactory to the Agent and its counsel) an Officer's Certificate from Nationstar, dated as of the Closing Date, certifying: (i) to the

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consummation and effectiveness of the transactions contemplated under the Asset Purchase Agreement; (ii) that there has been no “Material Adverse Effect” (as defined in the Asset Purchase Agreement); (iii) that, other than with respect to the facility under the Transaction Documents, lenders or Noteholders, as applicable, have entered into definitive documentation (or will concurrently enter into definitive documentation) to provide commitments for financings to the Seller in an aggregate amount of not less than $1,100,000,000 for advances made by Seller under the related servicing agreements; and (iv) that all written information provided directly by or on behalf of the Seller to the Agent or the Noteholders or any of their respective affiliates in connection with the transactions contemplated herein, when taken as a whole, other than estimates, forecasts, projections and other forward-looking information regarding the future performance of the Seller and its subsidiaries, is correct in all material respects and does not and will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not materially misleading (giving effect to all supplements thereto) (or if at any time prior to the Closing Date any of statements in this clause (iv) were incorrect, the Seller promptly (and prior to the Closing Date) supplemented such information and projections so that such statements were correct in all material respects under those circumstances).

m.Other Documents. The Seller and the Depositor shall have furnished to the Agent and the Indenture Trustee such other opinions, information, certificates and documents as the Agent may reasonably request.

If any condition specified in this Section 3.01 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Issuer by notice to the Depositor and the Seller and by the Depositor by notice to the Seller and the Issuer at any time at or prior to the Closing Date, and the Issuer or Depositor, as applicable, shall incur no liability as a result of such termination.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE ISSUER

Section 4.01.    Representations and Warranties

The Issuer hereby makes the following representations and warranties on which the Seller and the Depositor are relying in executing this Agreement and selling and/or contributing the Aggregate Receivables:

a.Organization. The Issuer is a statutory trust duly formed and validly existing in good standing under the laws of the State of Delaware and is duly qualified to do business and is in good standing in each jurisdiction in which such qualification is necessary in order to perform its obligations under this Agreement and the other Transaction Documents to which it is a party.

b.Power and Authority. The Issuer has all requisite trust power and authority and has all material governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being conducted and to execute and deliver and perform its obligations under this Agreement.

c.Authorization of Transaction. All appropriate and necessary action has been taken by the Issuer to authorize the execution and delivery of this Agreement and all other Transaction Documents to which it is a party, and to authorize the performance and observance of the terms hereof and thereof.

d.Agreement Binding. This Agreement and each of the other Transaction Documents to which the Issuer is a party constitute the legal, valid and binding obligation of the Issuer enforceable against it in accordance with their terms except as may be limited by laws governing insolvency or creditors' rights or by rules of equity. The execution, delivery and performance by the Issuer of this Agreement and the other Transaction Documents to which the Issuer is a party will not violate any provision of law, regulation, order or other governmental directive, or conflict with, constitute a default under, or result in the breach of any provision of any material agreement, ordinance, decree, bond, indenture, order or judgment to which

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the Issuer is a party or by which it or its properties is or are bound.

e.Consents. All licenses, consents and approvals required from, and all registrations and filings required to be made by the Issuer, with any governmental or other public body or authority for the making and performance by the Issuer of this Agreement and the other Transaction Documents to which it is a party have been obtained and are in effect.

f.Organizational Information. The Issuer's Federal Tax ID Number is as follows: 38-7040166.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR

Section 5.01.    Representations and Warranties

The Depositor hereby makes the following representations and warranties on which the Issuer and the Seller are relying in executing this Agreement. The representations are made as of the execution and delivery of this Agreement, and as of each date of conveyance of any Receivables. Such representations and warranties shall survive the sale and/or contribution of any Aggregate Receivables to the Depositor and are as follows:

a.Organization. The Depositor is a limited liability company duly formed and validly existing in good standing under the laws of the state of Delaware and is duly qualified to do business and is in good standing in each jurisdiction in which such qualification is necessary, except where the failure to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on (i) the business, operations or financial condition of (A) the Depositor or (B) the Depositor and its Affiliates taken as a whole or (ii) the validity or enforceability of this Agreement or any of the other Transaction Documents to which the Depositor is a party or the rights or remedies of the Seller, the Issuer or the Indenture Trustee hereunder or thereunder or (iii) the ability of the Depositor to perform its obligations under this Agreement or (iv) the enforceability or recoverability of any of the Aggregate Receivables or (v) the status of all Receivables conveyed under this Agreement being free and clear of all liens (other than Permitted Liens) (any of (i) through (v), a “Depositor Material Adverse Effect”).

b.Power and Authority. The Depositor has all requisite power and authority and has all material governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being conducted and to execute and deliver and perform its obligations under this Agreement and any other Transaction Document to which it is a party and, except to the extent not necessary in order to execute and deliver and perform its obligations under this Agreement and any other Transaction Document to which it is a party, to own its assets and carry on its business as now being conducted.

c.Authorization of Transaction. All appropriate and necessary action has been taken by the Depositor to authorize the execution and delivery of this Agreement and all other Transaction Documents to which it is a party, and to authorize the performance and observance of the terms hereof and thereof.

d.Agreement Binding. This Agreement and each of the other Transaction Documents to which the Depositor is a party constitute the legal, valid and binding obligation of the Depositor, enforceable in accordance with their terms except as may be limited by laws governing insolvency or creditors' rights or by rules of equity.

e.No Violations or Conflicts. The execution, delivery and performance by the Depositor of this Agreement and the other Transaction Documents to which the Depositor is a party will not violate any provision of law, regulation, order or other governmental directive, or conflict with, constitute a default under, or result in the breach of any provision of any material agreement, ordinance, decree, bond, indenture, order or judgment to which the Depositor is a party or by which it or its properties is or are bound.

f.Compliance with Law. The Depositor is conducting its business and operations in

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compliance with all applicable laws, regulations, ordinances and directives of governmental authorities, except where the failure to comply would not reasonably be expected to have a Depositor Material Adverse Effect. The Depositor has filed all tax returns required to be filed and has paid all taxes in respect of the ownership of its assets or the conduct of its operations prior to the date after which penalties attach for failure to pay, except to the extent that the payment or amount of such taxes is being contested in good faith by it in appropriate proceedings and adequate reserves have been provided for the payment thereof.

g.Consents. All licenses, consents and approvals required from and all registrations and filings required to be made by the Depositor with any governmental or other public body or authority for the making and performance by the Depositor of this Agreement and the other Transaction Documents to which it is a party have been obtained and are in effect.

h.Litigation. There is no action, suit or proceeding at law or in equity by or before any court, governmental agency or authority or arbitral tribunal now pending or, to the knowledge of the Depositor, threatened against or affecting it which has a reasonable possibility of being determined adversely in a manner or amount that would have a Depositor Material Adverse Effect.

i.Other Obligations. The Depositor is not in default in the performance, observance or fulfillment of any obligation, covenant or condition in any agreement or instrument to which it is a party or by which it is bound the result of which should reasonably be expected to have a Depositor Material Adverse Effect.

j.1940 Act. The Depositor is not required to be registered as an “investment company” and is not a company “controlled” by an investment company within the meaning of the 1940 Act.

k.Solvency. The Depositor, both prior to and after giving effect to each sale and/or contribution of Aggregate Receivables on the Initial Funding Date or on any Funding Date thereafter (i) is not, and will not be, “insolvent” (as such term is defined in § 101(32)(A) of the Bankruptcy Code), (ii) is, and will be, able to pay its debts as they become due, and (iii) does not have unreasonably small capital for the transactions contemplated in the Transaction Documents.

l.Full Disclosure. No document, certificate or report furnished by or on behalf of the Depositor, in writing, pursuant to this Agreement, any other Transaction Document or in connection with the transactions contemplated hereby or thereby contains or will contain when furnished any untrue statement of a material fact. There are no facts relating to and known by the Depositor, which when taken as a whole, materially adversely affect the financial condition or assets or business of the Depositor, or which should reasonably be expected to impair the ability of the Depositor to perform its obligations under this Agreement or any other Transaction Document, which have not been disclosed herein or in the certificates and other documents furnished by or on behalf of the Depositor pursuant hereto or thereto. All books, records and documents delivered by the Depositor in connection with the Transaction Documents are and will be true, correct and complete.

m.ERISA. All Plans maintained by the Depositor or any of its Affiliates are in substantial compliance with all applicable laws (including ERISA).

n.Fair Market Value and Fair Consideration. The Depositor is receiving fair consideration and reasonably equivalent value in exchange for any sale and/or contribution of Receivables to the Issuer under this Agreement.

o.Bulk Transfers. No sale, contribution, transfer, assignment or conveyance of Aggregate Receivables by the Depositor to the Issuer contemplated by this Agreement will be subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.

p.Name. The legal name of the Depositor is as set forth in this Agreement and the Depositor does not have any trade names, fictitious names, assumed names or “doing business” names.

q.Organizational Information. The Depositor's Federal Tax ID Number is as follows: 90-0841550.

r.Chief Executive Office. On the date of this Agreement, Depositor's chief executive office and principal place of business is located at 350 Highland Drive, Lewisville, Texas 75067.

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ARTICLE VI.

REPRESENTATIONS AND WARRANTIES OF THE SELLER

Section 6.01.    Representations and Warranties

The Seller hereby makes the following representations and warranties on which the Depositor and the Issuer are relying in accepting the Aggregate Receivables and executing this Agreement. The representations are made as of the execution and delivery of this Agreement, and as of each date of conveyance of any Receivables. Such representations and warranties shall survive the sale and/or contribution of any Aggregate Receivables to the Depositor and are as follows:

a.Organization. The Seller is a limited liability company duly formed and validly existing in good standing under the laws of the state of Delaware and is duly qualified to do business and is in good standing in each jurisdiction in which such qualification is necessary, except where the failure to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on (i) the business, operations or financial condition of (A) the Seller or (B) the Seller and its Affiliates taken as a whole or (ii) the validity or enforceability of this Agreement or any of the other Transaction Documents or the rights or remedies of the Depositor, the Issuer or the Indenture Trustee hereunder or thereunder or (iii) the ability of the Seller to perform its obligations under this Agreement or (iv) the enforceability or recoverability of any of the Aggregate Receivables or (v) the status of all Receivables conveyed under this Agreement being free and clear of all Liens (other than Permitted Liens) (any of (i) through (v), a “Seller Material Adverse Effect”).

b.Power and Authority. The Seller has all requisite limited liability company power and authority and has all material governmental licenses, authorizations, consents and approvals necessary to execute and deliver and perform its obligations under this Agreement and any other Transaction Document to which it is a party and, except to the extent not necessary in order to execute and deliver and perform its obligations under this Agreement and any other Transaction Document to which it is a party, to own its assets and carry on its business as now being conducted.

c.Authorization of Transaction. All appropriate and necessary action has been taken by the Seller to authorize the execution and delivery of this Agreement and all other Transaction Documents to which it is a party, and to authorize the performance and observance of the terms hereof and thereof.

d.Agreement Binding. This Agreement and each of the other Transaction Documents to which the Seller is a party constitute the legal, valid and binding obligation of the Seller enforceable in accordance with their terms except as may be limited by laws governing insolvency or creditors' rights or by rules of equity.

e.No Violations or Conflicts. The execution, delivery and performance by the Seller of this Agreement and the other Transaction Documents to which the Seller is a party will not violate any provision of law, regulation, order or other governmental directive, or conflict with, constitute a default under, or result in the breach of any provision of any agreement, ordinance, decree, bond, indenture, order or judgment to which the Seller is a party or by which it or its properties is or are bound.

f.Compliance with Law. The Seller is conducting its business and operations in compliance with all applicable laws, regulations, ordinances and directives of governmental authorities, except where the failure to comply would not reasonably be expected to have a Seller Material Adverse Effect. The Seller has filed all tax returns required to be filed and has paid all taxes in respect of the ownership of its assets or the conduct of its operations prior to the date after which penalties attach for failure to pay, except to the extent that the payment or amount of such taxes is being contested in good faith by it in appropriate proceedings and adequate reserves have been provided for the payment thereof.

g.Consents. All licenses, consents and approvals required from and all registrations and filings required to be made by the Seller with any governmental or other public body or authority for the making and performance by the Seller of this Agreement and the other Transaction Documents to which it

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is a party have been obtained and are in effect.

h.Litigation. There is no action, suit or proceeding at law or in equity by or before any court, governmental agency or authority or arbitral tribunal now pending or, to the knowledge of the Seller, threatened against or affecting it which has a reasonable possibility of being determined adversely in a manner or amount that would reasonably be expected to have a Seller Material Adverse Effect.

i.Other Obligations. The Seller is not in default in the performance, observance or fulfillment of any obligation, covenant or condition in any agreement or instrument to which it is a party or by which it is bound the result of which should reasonably be expected to have a Seller Material Adverse Effect.

j.1940 Act. The Seller is not required to be registered as an “investment company” and is not a company “controlled” by an investment company within the meaning of the 1940 Act.

k.Solvency. The Seller, both prior to and after giving effect to each sale and/or contribution of Aggregate Receivables on the Initial Funding Date or on any Funding Date thereafter (i) is not, and will not be, “insolvent” (as such term is defined in § 101(32)(A) of the Bankruptcy Code), (ii) is, and will be, able to pay its debts as they become due, and (iii) does not have unreasonably small capital for the business in which it is engaged or for any business or transaction in which it is about to engage.

l.Full Disclosure. No document, certificate or report furnished by or on behalf of the Seller or the Servicer, in writing, pursuant to this Agreement, any other Transaction Document or in connection with the transactions contemplated hereby or thereby contains or will contain when furnished any untrue statement of a material fact. There are no facts relating to and known by the Seller, which when taken as a whole, materially adversely affect the financial condition or assets or business of the Seller or the Servicer, or which should reasonably be expected to impair the ability of the Seller or the Servicer to perform its obligations under this Agreement or any other Transaction Document or Servicing Contract, which have not been disclosed herein or in the certificates and other documents furnished by or on behalf of the Seller or the Servicer pursuant hereto or thereto. All books, records and documents delivered by the Seller in connection with the Transaction Documents are and will be true, correct and complete.

m.ERISA. All Plans maintained by the Seller or any of its Affiliates are in substantial compliance with all applicable laws (including ERISA).

n.Fair Market Value and Fair Consideration. The Seller is receiving fair market value and reasonably equivalent value in exchange for any sales of Receivables to the Depositor under this Agreement.

o.Bulk Transfers. No sale, contribution, transfer, assignment or conveyance of Aggregate Receivables by the Seller to the Depositor contemplated by this Agreement will be subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.

p.Name. The legal name of the Seller is as set forth in this Agreement and the Seller does not have any trade names, fictitious names, assumed names or "doing business" names other than the “doing business” name “Champion Mortgage Company”.

q.Organizational Information. The Seller's Federal Tax ID Number is as follows: 75-2921540.

r.Chief Executive Office. On the date of this Agreement, Seller's chief executive office and principal place of business is located at 350 Highland Drive, Lewisville, Texas 75067.

s.Repayment of Receivables. The Seller has no reason to believe that at the time of the sale of any Receivables to the Depositor pursuant hereto, such Receivables will not be paid in full.

t.Reimbursement Amounts. The Seller has not waived or forgiven any obligation of a Mortgagor to repay any Delinquency Advance or Servicing Advance.

u.Aggregate Receivables. As of the Initial Funding Date with respect to the Initial Receivables and as of the related Funding Date with respect to the Additional Receivables, as applicable:

i. Each Additional Receivable is payable in United States dollars and has been created pursuant to and in accordance with the terms of the related Servicing

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Contract, in accordance with the Seller's customary procedures with respect to the applicable Securitization Trust and in the ordinary course of business of the Seller.

ii. The sale to the Depositor and the sale and/or contribution to the Issuer of the rights to reimbursement for the Delinquency Advances, Legacy Deferred Servicing Fees and Servicing Advances under each Securitization Trust, and the assignment and Grant thereof to the Indenture Trustee, does not violate the terms of the related Servicing Contract or any other material document or agreements to which the Seller is a party or to which its assets or properties are subject.

iii. No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the Depositor or by the Depositor to any other Person other than the Issuer. Immediately prior to the transfer and assignment herein contemplated, the Seller was the sole owner with respect to each such Receivable, and had the right to transfer and sell such Receivable, free and clear of all Liens and rights of others other than Permitted Liens; immediately upon the transfer and assignment thereof, the Issuer shall own all of such interest in and to such Receivable, free and clear of all Liens and rights of others (other than Permitted Liens).

iv. Seller has not taken any action that, or failed to take any action the omission of which, would materially impair the rights of the Depositor, the Issuer, the Indenture Trustee (or any Secured Party) with respect to any such Receivable.

v. No such Receivable has been identified by the Seller or reported to the Seller as having resulted from fraud perpetrated by any Person with respect to such Receivable.

vi. All filings (including UCC filings) necessary in any jurisdiction to perfect the transfers and assignments herein contemplated, and solely in the event that any of the transfers contemplated hereby were to be recharacterized as a pledge or secured loan from the Depositor to the Seller and an assignment thereof from the Depositor to the Issuer rather than absolute sales or contributions, or contributions thereof, to perfect the Depositor's and the Issuer's respective security interests in the Aggregate Receivables that are prior, as applicable, to any other interest held or to be held by any other Person (except the Indenture Trustee on behalf of the Secured Parties), have been made.

vii. Such Receivable constitutes an “account within the meaning of Section 9-102(a)(2) of the UCC, a “general intangible” within the meaning of Section 9-102(a)(42) of the UCC or a “payment intangible” within the meaning of Section 9-102(a)(61) of the UCC; no Receivable is secured by “real property” or “fixtures” or evidenced by an “instrument” as such quoted terms are used for purposes of creating and perfecting a security interest under the Relevant UCC.

viii. Each such Receivable is the legal, valid and binding obligation of the related Securitization Trust and is enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, debt adjustment, moratorium or other similar laws affecting creditors' rights generally. There is no valid and enforceable offset, defense or counterclaim to the obligation of the related Securitization Trust to make payment of any such Receivable.

ix. Each such Receivable is entitled to be paid, has not been repaid in whole or been compromised, adjusted (except by partial payment), extended, satisfied,

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subordinated, rescinded, amended or modified, and is not subject to compromise, adjustment, extension, satisfaction, subordination, rescission, set-off, counterclaim, defense, amendment or modification by the Seller.

x. No such Receivable includes amounts payable as a result of accounting or other errors, or the failure to deposit funds or the misapplication of funds by the Servicer.

xi. No such Receivable has been identified by the Seller as a Nonrecoverable Advance for which reimbursement has not been sought from the Securitization Trust in accordance with the related Servicing Contract.

xii. The Initial Receivables shall constitute all of the outstanding Receivables with respect to the Securitization Trusts as of the Initial Funding Date except for Receivables repurchased by the Seller pursuant to Section 6.02 hereof. The Additional Receivables conveyed on any Funding Date constitute all of the Receivables related to Delinquency Advances and/or Servicing Advances with respect to the Securitization Trusts (other than the Initial Receivables), as of such Funding Date, not previously sold to the Depositor hereunder, except for Receivables repurchased by the Seller pursuant to Section 6.02 hereof. The Seller has not sold, assigned, transferred or conveyed, without the Agent's consent, the right to reimbursement for any Delinquency Advance, Legacy Deferred Servicing Fees or Servicing Advance with respect to the Securitization Trusts to any Person other than the Depositor.

xiii. Other than any Bottom of Waterfall Advances, if the related Delinquency Advance, Servicing Advance or Legacy Deferred Servicing Fee becomes a Nonrecoverable Advance after the related Funding Date, the related Servicing Contract provides for the reimbursement of such Delinquency Advance, Servicing Advance or Legacy Deferred Servicing Fee from the general collections of the Securitization Trust prior to any payments to related Securitization Trust certificateholders.

(xiv) Each related Servicing Contract is in full force and effect and has not been amended or modified such that the Seller reasonably believes such amendment or modification has a material adverse effect on the Trust Estate or the interests of the Noteholders, and no party thereto, to the knowledge of the Seller, is in default thereunder; no Servicing Contract requires the Servicer to make Nonrecoverable Advances; each Servicing Contract requires reimbursement in full of all applicable Delinquency Advances, Legacy Deferred Servicing Fees and Servicing Advances in connection with any redemption of Securitization Trust certificates or termination of the Securitization Trust under such Servicing Contract prior to any payments to related Securitization Trust certificateholders; and, to the extent known to the Seller at the time of a material modification of a Mortgage Loan, all Delinquency Advances, Legacy Deferred Servicing Fees and Servicing Advances related to such Mortgage Loan are reimbursed in full upon such modification.

(i) Each such Receivable is an obligation of a Securitization Trust for which the related Servicing Contract provides that (A) the Servicer may enter into an advance facility with any Person which provides that such Person may receive an assignment or pledge of the Servicer's rights to be reimbursed for Delinquency Advances, Legacy Deferred Servicing Fees and Servicing Advances under such Servicing Contract, and (B) all Delinquency Advances,

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Legacy Deferred Servicing Fees and Servicing Advances as to a Mortgage Loan are reimbursed on a First In First Out (“FIFO”) basis, such that the Delinquency Advances, Legacy Deferred Servicing Fees and Servicing Advances of a particular type that were disbursed first in time will be reimbursed prior to Delinquency Advances, Legacy Deferred Servicing Fees and Servicing Advances of the same type with respect to that Mortgage Loan that were disbursed later in time.

(ii) None of the Receivables are related to Delinquency Advances, Legacy Deferred Servicing Fees or Servicing Advances reimbursed other than in accordance with the terms and provisions of the related Servicing Contacts.

(iii) Each Initial Receivable and each Additional Receivable is an Eligible Receivable on its Funding Date.

v.Seller agrees for the benefit of each Noteholder that is required to comply with the requirements of Article 122a of CRD that it shall:

i. Hold and maintain the Retained Interest for so long as each Class of Variable Funding Notes is outstanding;

ii. Not sell the Retained Interest or subject the Retained Interest to any credit risk mitigation or any short positions or any other hedge, in each case, in a manner that would be contrary to Article 122a(1) of the CRD;

iii. In connection with and accompanying each Monthly Servicer Report, (A) confirm to the Indenture Trustee that it continues to comply with this subsection (i) and (ii) of this Section 5.09(a), (B) specify the form of the Retained Interest and (C) specify the amount of the Retained Interest (which specification may be by reference to applicable line items in the related Monthly Servicer Report;

iv. Promptly provide notice to each Noteholder in the event that it fails to comply with subsection (i) or (ii) of this Section 5.09(a);

v. Notify each Noteholder of any material change to the form, amount or other terms or characteristics of the Retained Interest since the delivery of the most recent Monthly Servicer Report; provided, that no notification of a change in the amount of the Retained Interest is required pursuant to this clause (v) so long as, after giving effect to any such change, the Retained Interest represents a material net economic interest held by Nationstar in an amount in excess of 5% of the Receivables Balance of the Aggregate Receivables in accordance with Article 122a of the CRD; and

vi. Provide any and all information reasonably requested by any Noteholder that any such Noteholder would reasonably require in order for such Noteholder to comply with its obligations under Article 122a of the CRD; provided that compliance by Seller with this clause (vi) shall be at the expense of the requesting Noteholder.

w.Seller hereby represents and warrants to the Indenture Trustee, the Administrative Agent, the Agent, and each Purchaser, as of the Closing Date, as of each Funding Date and as of the date of delivery of each Monthly Servicer Report that (i) the Retained Interest is a first loss position represented by Trust Certificates, (ii) it continues to hold the Retained Interest on the such date and (iii) it has not sold or subjected the Retained Interest to any credit risk mitigation or any short positions or any other hedge in a manner which would be contrary to Article 122a(1) of the CRD.

Section 6.02. Repurchase Upon Breach

The Issuer, the Depositor, the Indenture Trustee or the Seller, as the case may be, shall inform the Issuer, the Depositor or the Seller (as applicable), the Agent and the Indenture Trustee promptly (but in no event

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later than two (2) Business Days following such discovery), in writing, upon the discovery of any breach of the Seller's or Depositor's representations and warranties hereunder. If any such representation or warranty pertains to a Receivable (including the representations under Sections 5.01(a)(iv) and 6.01(a)(iv)), upon the direction of the Agent, unless such breach shall have been cured by the earlier of (i) the Funding Date immediately following the discovery of such breach by the Issuer, the Depositor or the Seller (as applicable), or (ii) thirty (30) days after the earlier to occur of (A) the discovery of such breach by the Issuer, the Depositor or the Seller (as applicable) or (B) receipt of written notice of such breach by the Issuer, the Depositor, the Agent, the Indenture Trustee or the Seller (as applicable), the Seller or the Depositor, as applicable, shall repurchase such Receivable from the Issuer at a price equal to the Repurchase Price therefor. The Seller or the Depositor, as applicable, shall pay any Repurchase Price directly to the Indenture Trustee for deposit into the Reimbursement Account.

ARTICLE VII.

INTENTION OF THE PARTIES; SECURITY INTEREST

Section 7.01.    Intention of the Parties

It is the intention of the parties hereto that each transfer and assignment contemplated by this Agreement shall constitute an absolute sale or contribution, or combination thereof, of the related Receivables from the Seller to the Depositor and an absolute sale or contribution, or a combination thereof, as applicable, of the related Receivables from the Depositor to the Issuer and that the related Receivables shall not be part of the Seller's or the Depositor's estate or otherwise be considered property of the Seller or the Depositor in the event of the bankruptcy, receivership, insolvency, liquidation, conservatorship or similar proceeding relating to the Seller or the Depositor or any of their property.

Except as set forth below, it is not intended that any amounts available for reimbursement of Receivables be deemed to have been pledged by the Seller to the Depositor or by the Depositor to the Issuer or the Indenture Trustee to secure a debt or other obligation of the Seller or the Depositor. In the event that (A) the transfer of Receivables by the Seller to the Depositor or by the Depositor or the Issuer is deemed by a court or applicable regulatory, administrative or other governmental body contrary to the express intent of the parties to constitute a pledge rather than a sale or contribution, or a combination thereof, of the Receivables, or (B) if amounts available now or in the future for reimbursement of any Receivables are held to be property of the Seller or the Depositor or a loan to the Seller or the Depositor, or (C) if for any reason this Agreement is held or deemed to be a financing or some other similar arrangement or agreement, then:

(i) this Agreement is and shall be a security agreement within the meaning of Articles 8 and 9 of the Relevant UCC;

(ii) the Issuer shall be treated as having a first priority, perfected security interest in and to, and lien on, the Receivables so transferred and assigned to the Issuer hereunder; and

(iii) the agreement of the Seller and the Depositor hereunder to sell, assign, convey and transfer the Receivables shall be a grant by the Seller to the Depositor and by the Depositor to the Issuer of a security interest in the Receivables Related Collateral (as defined below), in any case, whether now in existence or hereafter arising.

In furtherance of the foregoing, Seller does hereby grant to the Depositor and the Depositor does hereby grant to the Issuer, a security interest in all of the Seller's and Depositor's, as applicable, property and right (including the power to convey title thereto), title, and interest, whether now owned or hereafter acquired in and to the Aggregate Receivables, together with (A) all amounts payable now or in the future by or with

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respect to the Receivables, (B) any and all general intangibles consisting of, arising from or relating to any of the foregoing, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all such amounts from time to time held or invested in accounts maintained by or on behalf of the Seller, by or on behalf of the Securitization Trusts or by or on behalf of the Depositor, whether in the form of cash, instruments, securities or other property and (C) all moneys due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of the Seller to enforce such Receivables under each Servicing Contract (the “Receivables Related Collateral”); provided, that, other than the related Servicer's rights, “Receivables Related Collateral” shall not include any rights under the Servicing Contracts or against the related trust funds, investors in or guarantors of securities issued thereunder or any person and such Servicer is only pledging assets and rights that it owns. The possession by the Issuer or its agent of notes and such other goods, money, documents or such other items of property as constitute instruments, money, negotiable documents or chattel paper, in each case, which constitute any of the items described in the foregoing sentence, or proceeds thereof, shall be “possession by the secured party,” or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the Relevant UCC of any applicable jurisdiction; and notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of any such holder for the purpose of perfecting such security interest under applicable law.

Section 7.02. Security Interest

a.The Seller shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in (i) any of the Aggregate Receivables, (ii) the amounts reimbursable now or in the future by or with respect to the Securitization Trusts in respect of any of the Aggregate Receivables or (iii) the other property described above (including any and all Receivables Related Collateral), such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. The Seller shall execute such documents and instruments as the Depositor may reasonably request from time to time in order to effectuate the foregoing and shall return to the Depositor the executed copy of such documents and instruments. Without limiting the generality of the foregoing, the Depositor shall forward for filing, or shall cause to be forwarded for filing, at the expense of the Seller, all filings necessary to maintain the effectiveness of any original filings necessary under the Relevant UCC to perfect the Depositor's security interest described above, including without limitation (x) UCC continuation statements, and (y) such other statements as may be occasioned by (1) any change of name of the Seller or the Depositor (such preparation and filing shall be at the expense of the Depositor, if occasioned by a change in such party's name) or (2) any change of location of the jurisdiction of organization of the Seller. Any purported pledge of any assets or rights other than the Receivables Related Collateral shall be of no force and effect and will not be deemed to create any additional rights or assets of either such Servicer or the Trust Estate.

b.The Depositor shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in (i) any of the Aggregate Receivables, (ii) the amounts reimbursable now or in the future by or with respect to the Securitization Trusts in respect of any of the Aggregate Receivables or (iii) the other property described above (including any and all Receivables Related Collateral), such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. At the Issuer's direction, the Depositor shall execute such documents and instruments as

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the Issuer may reasonably request from time to time in order to effectuate the foregoing and shall return to the Issuer the executed copy of such documents and instruments. Without limiting the generality of the foregoing, the Issuer shall forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the Relevant UCC to perfect the Issuer's security interest described above, including without limitation (x) UCC continuation statements and (y) such other statements as may be occasioned by (1) any change of name of the Depositor or the Issuer (such preparation and filing shall be at the expense of the Issuer, if occasioned by a change in such party's name) or (2) any change in the jurisdiction of organization of the Depositor.

ARTICLE VIII.

COVENANTS OF THE SELLER

Section 8.01.    Information

The Seller shall furnish to the Depositor, the Issuer, the Indenture Trustee, the Agent and the Secured Parties:

a.such information (including financial information), documents, records or reports with respect to the Aggregate Receivables, the Securitization Trusts, the Seller, the Servicer as the Issuer, the Depositor, the Indenture Trustee, the Agent, the Noteholders or the Secured Parties may from time to time reasonably request;

b.prompt notice of any Event of Default, Early Amortization Event or Funding Interruption Event under the Indenture, or any event known to the Seller which, with the passage of time or the giving of notice or both, would become an Event of Default, Early Amortization Event or Funding Interruption Event under the Indenture;

c.prompt written notice of a change in name, or address of the jurisdiction of organization of the Seller, the Depositor, or the Issuer;

d.prompt notice of the occurrence of any “event of default” by the Servicer under any Servicing Contract (as such term or term of substantially similar import is defined in such Servicing Contract) without regard to whether such “event of default” has been cured; and

e.the information and reports required pursuant to Section 6.02 of the Indenture.

Section 8.02.    Acknowledgment

.

a.Subject to the terms and provisions with respect to the Subserviced Securitization Trusts, as set forth in the Indenture, prior to the date on which a Securitization Trust is added to any of Schedule I, Schedule II and Schedule III to the Indenture, the Seller shall obtain the consent of the Securitization Trustee of such Securitization Trust or seek acknowledgment of receipt of such Securitization Trustee's notice, in each case as required under the applicable Servicing Contract, that the Seller intends to enter into an “Advance Facility” (as such term or term of substantially similar import is defined in each Servicing Contract), whereby the Seller will sell and assign the Receivables to the Depositor, following which the Depositor will sell and/or contribute to the Issuer, who will pledge and assign such Receivables to the Indenture Trustee, acting on behalf of the Noteholders, as an “Advancing Person” (as such term or term of substantially similar import is defined in each Servicing Contract), and that the Transaction Documents shall constitute such “Advance Facility”.

b.On or prior to the Closing Date, the Seller shall deliver to the Agent such MSR Transfer Evidence with respect to all Securitization Trusts on Schedule I-A, Schedule I-B, Schedule II and Schedule III of the Indenture as of the Closing Date that are not Subserviced Underlying Trusts. Promptly after the Seller obtains complete MSR Transfer Evidence with respect to a Subserviced Securitization Trust,

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the Seller shall deliver to the Agent such MSR Transfer Evidence. Prior to the date on which a Securitization Trust is added from Schedule VII to any of Schedule I-A, Schedule I-B, Schedule II or Schedule III to the Indenture, the Seller shall deliver to the Agent the MSR Transfer Evidence with respect to such Securitization Trust.

Section 8.03.    Access to Information

a.The Seller shall, at any time and from time to time during regular business hours, or at such other reasonable times upon reasonable notice to the Seller permit the Depositor, the Issuer, the Indenture Trustee, the Agent, the Variable Funding Noteholders or their agents or representatives, at the Seller's expense; provided, however, (i) to the extent the Agent, the Variable Funding Noteholders or their agents exercise their rights under this Section 8.03(a) more than twice in any given calendar year, any expense incurred in connection with the exercise of such rights shall be subject to the approval of the Seller and (ii) any expense incurred in connection with the exercise of such rights in excess of $20,000 per calendar year shall be subject to the approval of the Seller; provided, further, the limitations set forth in this Section 8.03 shall be in addition to and in no way affect the terms and provisions of the Verification Agent Letter or Section 9.04; provided, further, that, no such limitations shall apply after an Event of Default or an Early Amortization Event, but only so long as that does not unreasonably interfere with the Seller's conduct of its business:

i. to examine all books, records and documents (including computer tapes and disks) in the possession or under the control of the Seller relating to the Aggregate Receivables or the Transaction Documents as may be requested;

ii. to visit the offices and property of the Seller for the purpose of examining such materials described in clause (i) above; and

iii. to conduct verification procedures alongside the Verification Agent, including access to the appropriate servicing personnel of the Seller.

Section 8.04.    Ownership and Security Interests; Further Assurances

The Seller will take all action necessary to maintain the Indenture Trustee's security interest in the Receivables and the other items pledged to the Indenture Trustee pursuant to the Indenture.

The Seller agrees to take any and all acts and to execute any and all further instruments reasonably necessary or requested by the Depositor, the Issuer, the Indenture Trustee, the Agent or the holders of 66 2/3% of the Commitments of the Variable Funding Notes to more fully effect the purposes of this Agreement.

Section 8.05.    Covenants

The Seller shall duly observe and perform each of its covenants set forth in each of the Transaction Documents to which it is a party. The Seller in its capacity as Servicer shall duly observe and perform each of its covenants set forth in each Servicing Contract, and, other than with respect to any legal fees of counsel for the Noteholders and the Agent, hereby covenants to pay within thirty (30) days of its receipt of any invoice therefor by the Depositor, the Issuer, the Indenture Trustee or the Agent all of the reasonable out-of-pocket costs and expenses incurred in connection with the administration of the transactions contemplated hereby, including, without limitation, but subject to Section 9.02(c), all reasonable fees, disbursements and expenses of counsel to the Depositor, the Issuer, the Agent and the Indenture Trustee. The Seller shall, promptly upon making its determination that a Delinquency Advance or Servicing Advance is a Nonrecoverable Advance, seek reimbursement for that advance in accordance with the related Servicing Contract.

The Seller hereby covenants that except for the sales and/or contribution hereunder, the Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any lien (other than Permitted Liens) on, any Receivable transferred hereunder, or any interest therein; and

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the Seller will defend the right, title and interest of the Issuer, as assignee of the Depositor, in, to and under the Receivables, against all claims of third parties claiming through or under the Seller.

Section 8.06.    Assignment of Rights

Either (i) while an Event of Default has occurred and is continuing or (ii) in the absence of an Event of Default but only for the limited purpose of effecting buybacks for defective Receivables pursuant to Section 6.02, the Seller, the Depositor, and the Issuer hereby constitute and irrevocably appoint the Indenture Trustee, with full power of substitution and revocation, as the Seller's, the Depositor's and the Issuer's true and lawful agent and attorney-in-fact, with the power to the full extent permitted by law, to exercise with respect to the Receivables conveyed under this Agreement, all the rights, powers and remedies of an owner. The power of attorney granted pursuant to this Agreement and all authority hereby conferred are granted and conferred solely to protect the Secured Parties' respective interests in the Receivables and shall not impose any duty upon the Indenture Trustee to exercise any power. The Seller, the Depositor and the Issuer shall execute any documentation, including, without limitation, any powers of attorney and/or irrevocable proxies, requested by the Indenture Trustee to effectuate such assignment. The foregoing grant and assignment are powers coupled with an interest and are irrevocable.

Section 8.07.    Notice.

(A) promptly, and in any event within five (5) Business Days after an Authorized Officer has knowledge of the occurrence thereof, written notice of (i) any legal action brought in any jurisdiction against the Seller in which the plaintiff is seeking a judgment for the payment of money in excess of $5,000,000.00 or any legal action brought in any jurisdiction against the Depositor or the Issuer, (ii) any final judgment or judgments held against the Seller for the payment of money in excess of $5,000,000.00 in the aggregate or any final judgment for the payment of money against the Depositor or the Issuer, (iii) any other events that could reasonably be likely to have a Material Adverse Effect with respect to the Seller, the Depositor or the Issuer, (iv) any claim for liability brought in any jurisdiction against the Seller, the Depositor or the Issuer relating to ERISA, or any contribution failure with respect to any “defined benefit plan” (as defined in ERISA) sufficient to give rise to a Lien under ERISA, and (v) the creation or assertion of any Lien on the Aggregate Receivables; and (B) within seven (7) Business Days after the end of the first, second, third and fourth quarterly accounting periods in each fiscal year of Nationstar, a current summary of all outstanding material legal actions brought in any jurisdiction against the Seller, the Depositor or the Issuer, in a form reasonably satisfactory to the Agent and the Agent's counsel.

Section 8.08.    Further Assurances.

a.Seller, Depositor and Issuer each individually, and collectively, covenant that it will take such further action as may be, in the reasonable opinion of the Agent, necessary to satisfy the requirements relating to risk retention and disclosure set forth in Article 122a of European Union Directive 2006/48/EC) or such other law or regulation, directive, guideline, decision or request of any court, central bank, regulator or other Governmental Authority that would impose penalty risk weighting being applied to the Notes or impose any other penalties on the Noteholders.

b.Seller, Depositor and Issuer each individually, and collectively, covenant that it will take such further action as may be, in the reasonable opinion of the Agent, necessary to satisfy, to the extent applicable to the Seller, Depositor, Issuer, Agent or Noteholders, the requirements relating to risk-retention and disclosure set forth in the Dodd-Frank Wall Street Reform and Consumer Protection Act, Pub. L. No. 111 and any rules and regulations promulgated thereunder.

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ARTICLE IX

ADDITIONAL COVENANTS

Section 9.01.    Further Assurances

The parties hereto will take all reasonable action necessary to obtain (and will cooperate with one another in taking such action to obtain) any consent, authorization, permit, license, franchise, order or approval of, or any exemption by, any Governmental Authority or any other Person, required to be obtained or made by it in connection with any of the transactions contemplated by this Agreement.

Section 9.02.    Expenses.

a.The Seller covenants that, whether or not the Closing takes place, except as otherwise expressly provided herein, all reasonable costs and expenses incurred by the Agent or the Indenture Trustee in connection with this Agreement and the transactions contemplated hereby shall be paid by the Seller.

b.Except as otherwise expressly set forth in the Indenture, the Seller covenants to pay as and when billed by the Depositor, the Issuer, the Indenture Trustee, the Agent or any Variable Funding Noteholder all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation of the transactions contemplated hereby, including, without limitation, all reasonable fees, disbursements and expenses of counsel to the Depositor, the Issuer, the Agent, the Indenture Trustee and the Variable Funding Noteholders.

c.Notwithstanding anything herein to the contrary, the Seller shall not have any obligation to pay for any fees, disbursements and expenses related to legal counsel for the Noteholder and the Agent in connection with the Closing to the extent that such amounts, together with any such amounts paid by the Issuer and the Depositor in connection with any Transaction Document (including the Commitment Letter (as defined in the Note Purchase Agreement)), exceed $225,000 in the aggregate (provided that, in each case, such cap shall not apply to fees and expenses incurred in connection with legal and other due diligence related to the Servicing Contracts).

Section 9.03.    Mutual Obligations

On and after the Closing, each party hereto will do, execute and perform all such other acts, deeds and documents as one or more other parties may from time to time reasonably require in order to carry out the intent of this Agreement.

Section 9.043    Servicing Standards

At all times, the Seller, as Servicer shall, unless otherwise consented to by the Agent (the following collectively referred to in the Transaction Documents as the “Servicing Standards”):

(i)continue to make Delinquency Advances and Servicing Advances and seek reimbursement, including reimbursement of Delinquency Advances and Servicing Advances deemed Nonrecoverable Advances by the Servicer, in accordance with the related Servicing Contract;

(ii)apply the Advance Reimbursement Amount on a First In First Out (“FIFO”) basis;

(iii)identify on its systems the Issuer as the owner of each Delinquency Advance and Servicing Advance and that such Delinquency Advance or Servicing Advance has been pledged to the Indenture Trustee;

(iv)maintain systems and operating procedures necessary to comply with all the terms of the Transaction Documents, including but not limited to maintaining records and systems necessary to indicate cumulative recoveries on each category of Delinquency Advance and Servicing Advance;

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(v)cooperate with the Verification Agent in its duties set forth in the Transaction Documents;

(vi)cooperate with the Indenture Trustee in their respective duties set forth in the Transaction Documents;

(vii) make all Delinquency Advances within the period required under the related Servicing Contract, unless the same is the result of inadvertence and is corrected on or prior to the related Distribution Date for the applicable Securitization Trust;

(viii)with respect to all Delinquency Advances, agree to deposit the Advance Reimbursement Amount from the Collection Account of the related Securitization Trust directly to the Reimbursement Account on a daily basis not later than the second Business Day following receipt thereof and not deposit any Advance Reimbursement Amount at any time in the Servicer's own accounts;

(ix)with respect to all Servicing Advances, deposit the Advance Reimbursement Amounts from the Payment Clearing Account or related Collection Account, as applicable, directly to the Reimbursement Account on a daily basis not later than the second Business Day following receipt thereof and not deposit any Advance Reimbursement Amounts at any time in the Servicer's own accounts;

(x)with respect to all Legacy Deferred Servicing Fees, agree to deposit the Advance Reimbursement Amounts from the Payment Clearing Account or related Collection Account, as applicable, directly to the Reimbursement Account on a daily basis not later than the second Business Day following receipt thereof and not deposit any Advance Reimbursement Amounts at any time in the Servicer's own accounts;

(xi)maintain, or cause to be maintained, accurate records with respect to the Mortgage Loans in each Securitization Trust reflecting the status of all Pool-Level Delinquency Advances, Loan-Level Delinquency Advances (Non-Judicial States), Loan-Level Delinquency Advances (Judicial States), Corporate Advances (Non-Judicial States), Corporate Advances (Judicial States), Escrow Advances (Non-Judicial States), Escrow Advances (Judicial States) and Legacy Deferred Servicing Fees for such Securitization Trust, including the cumulative recoveries related to such Delinquency Advances, Legacy Deferred Servicing Fees and Servicing Advances;

(xii)service all Mortgage Loans related to all Securitization Trusts in accordance with the terms of the related Servicing Contract without regard to any ownership of any securities issued by the related Securitization Trust; and

(xiii)other than with respect to an amendment to a Servicing Contract executed in accordance with Section 9.11 hereof, not change reimbursement mechanics of Delinquency Advances on any Securitization Trust from Pool-Level Advances to Loan-Level Delinquency Advances or from Loan-Level Delinquency Advances to Pool-Level Advances.

Section 9.05    Transfer of Servicing; Clean-up Call

a.Upon a transfer of servicing by the Seller as Servicer, the Seller shall either (i) immediately repurchase the related Receivables from the Issuer at a price equal to the Repurchase Price therefor or (ii) use commercially reasonable efforts to negotiate payment in full by the successor servicer of the aggregate Receivables Balance relating to the Aggregate Receivables; provided, however, that the Seller as Servicer shall not agree to any negotiated payment of such aggregate

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Receivables Balance by the successor servicer without the consent of the Agent.

b.With respect to any Subserviced Securitization Trust, the Seller shall use commercially reasonable efforts to satisfy the corporate requirements and other conditions precedent set forth in the Related Servicing Contract in order to cause the transfer of primary servicing from the applicable MSR Seller to Nationstar, including but not limited to the delivery of all MSR Transfer Evidence with respect to such Related Servicing Contract.

c.Upon the exercise of a clean-up call by the Seller, as Servicer, pursuant to the terms and provisions of a Servicing Contract, the Seller shall immediately repurchase the related Receivables from the Issuer at a price equal to the Repurchase Price therefor.

Section 9.06    Bankruptcy

The Seller shall not take any action in any capacity to file any bankruptcy, reorganization or insolvency proceedings against the Depositor or the Issuer, or cause the Depositor or the Issuer to commence any reorganization, bankruptcy or insolvency proceedings under any applicable state or federal law, including without limitation any readjustment of debt, or marshaling of assets or liabilities or similar proceedings. The Depositor shall not take any action in any capacity to file any bankruptcy, reorganization or insolvency proceedings against the Issuer, or cause the Issuer to commence any reorganization, bankruptcy or insolvency proceedings under any applicable state or federal law, including without limitation any readjustment of debt, or marshaling of assets or liabilities or similar proceedings. The Seller and the Depositor are not transferring and will not transfer any of the Receivables with intent to hinder, delay or defraud any Person.

Section 9.07.    Legal Existence

The Seller and the Depositor shall do or cause to be done all things necessary on their part to preserve and keep in full force and effect their existence as limited liability companies or corporations, as applicable, and the Issuer shall do or cause to be done all things necessary on its part to preserve and keep in full force and effect its existence as a Delaware statutory trust, and each of the Seller, the Depositor and the Issuer shall do or cause to be done all things necessary on their part to maintain each of their licenses, approvals, registrations or qualifications in all jurisdictions in which their ownership or lease of property or the conduct of their business requires such licenses, approvals, registrations or qualifications; except for failures to maintain any such licenses, approvals, registrations or qualifications which, individually or in the aggregate, would not have a Material Adverse Effect.

Section 9.08    Compliance With Laws

The Seller and the Depositor shall comply with all laws, rules and regulations and orders of any Governmental Authority applicable to the Seller and the Depositor, except where the failure to comply would not have a Material Adverse Effect.

Section 9.09    Taxes

The Seller and the Depositor shall pay and discharge all taxes, assessments and governmental charges or levies imposed upon the Seller and the Depositor, as applicable, or upon such party's income and profits, or upon any of such party's property or any part thereof, before the same shall become in default; provided, that the Seller and the Depositor shall not be required to pay and discharge any such tax, assessment, charge or levy so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the Seller and the Depositor shall have set aside on its books adequate reserves with respect to any such tax, assessment, charge or levy so contested, or so long as the failure to pay any such tax, assessment, charge or levy would not, individually or in the aggregate, have a Material Adverse Effect.

Section 9.10.    No Liens, Etc. Against Receivables and Trust Property

Each of the Seller and the Depositor hereby covenants and agrees not to create or suffer to exist (by operation of law or otherwise) any Lien upon or with respect to any of the Aggregate Receivables or any of its interest therein, if any, or upon or with respect to any of its interest in any Account, or assign any right to receive

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income in respect thereof, other than Permitted Liens. Each of the Seller and the Depositor shall immediately notify the Indenture Trustee of the existence of any Lien on any of the Aggregate Receivables and shall defend the right, title and interest of each of the Depositor, the Issuer and the Indenture Trustee in, to and under the Aggregate Receivables, against all claims of third parties.

Section 9.11.    Amendments to Servicing Contracts

. The Seller, in its capacity as Servicer under the Servicing Contracts with respect to the Securitization Trusts, hereby covenants and agrees not to amend or agree to the amendment of any of the Servicing Contracts without providing ten (10) days prior written notice to the Agent and the Indenture Trustee (for subsequent distributions to Noteholders) (in each case, such written notice delivered by certified mail, return receipt requested) and, if such amendment has a material adverse effect on the Trust Estate or the interests of the Noteholders as determined by the Agent, without receipt of the prior written consent of the Agent and the Controlling Class Required Noteholders.  The Agent shall notify the Seller, in its capacity as Servicer, that it reasonably believes such amendment to have a material adverse effect on the Trust Estate within such ten (10) days of its receipt of the notice of the Seller of the applicable amendment; provided, however, that if no such notice is received by the Seller from the Agent within such ten (10) day period, the Agent will be deemed to have notified the Seller, in its capacity as Servicer, that it reasonably believes such amendment does not have a material adverse effect on the Trust Estate or the interests of the Noteholders at the expiration of such ten (10) days. Notwithstanding the foregoing, the Seller, in its capacity as Servicer under the Servicing Contracts with respect to the Securitization Trusts, may amend a Servicing Contract with the written consent of the Agent and the Controlling Class Required Noteholders.

Section 9.12    No Netting or Offsetting

The Seller, in its capacity as Servicer, shall collect and deposit gross collections with respect to the Securitization Trusts into the related Collection Accounts in accordance with the related Servicing Contracts, without netting, off-set or deduction from such collections or deposits for any purpose, with the exception of Servicing Compensation due and payable to the Servicer. The Seller shall make all Delinquency Advances and Servicing Advances out of its own funds without the utilization of any netting or offsetting of amounts in any account of the Securitization Trust, except as permitted under the Servicing Contracts with respect to amounts paid ahead by Mortgagors (or such substantially similar term as is used in each such Servicing Contract). The Seller shall repay any amounts borrowed with respect to amounts paid ahead by Mortgagors (or such substantially similar term as is used in each such Servicing Contract) pursuant to the terms and provisions of the Servicing Contracts.

Section 9.13    Books and Records

The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each, if applicable). The Seller shall maintain its computer records so that, from and after the time of the Granting of the security interest under the Indenture on the Receivables to the Indenture Trustee, the Seller's master computer records (including any back-up archives) that refer to any Receivables indicate clearly the interest of the Issuer in such Receivables and that the Receivable is owned by the Issuer and pledged to the Indenture Trustee on behalf of the Secured Parties.

The Depositor shall maintain (or cause to be maintained) accounts and records as to each Aggregate Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the interest of the Issuer in such Receivables and that the Receivable is owned by the Issuer and pledged to the Indenture Trustee on behalf of the Secured Parties.

Section 9.14.    Verification Agent

Each of the Seller and the Depositor shall cooperate with the Verification Agent and shall allow the

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Verification Agent access to its books, records, computer system and employees during ordinary business hours upon reasonable notice and, subject to the terms of the Verification Agent Letter, shall allow the Verification Agent to review all collections and to make copies of any books, records and documents requested by the Verification Agent, but solely to the extent such items and review relate to the Aggregate Receivables and the obligations of the Seller, the Servicer and the Depositor under the Transaction Documents and the Servicing Contracts for the Securitization Trusts.

Section 9.15. Exclusive

The Initial Receivables to be sold to the Depositor and to be sold and/or contributed from the Depositor to the Issuer on the Initial Funding Date shall consist of all of the Receivables with respect to the Securitization Trusts outstanding as of the Initial Funding Date. The Additional Receivables sold on each Funding Date shall consist of all of the Receivables with respect to the Securitization Trusts other than the Initial Receivables and the Receivables previously sold to the Depositor hereunder (other than Receivables repurchased by the Seller pursuant to Section 6.02 hereof) as of the related Funding Date. During the Funding Period, the Seller shall not sell, assign, transfer, pledge or convey any Receivable with respect to the Securitization Trusts to any Person other than the Depositor.

Section 9.16. Recovery

The Seller shall diligently endeavor to collect reimbursement of Aggregate Receivables and shall not waive or forgive the obligation of a mortgagor to pay such amounts except as may be required pursuant to the related Servicing Contracts or in accordance with accepted servicing practices (as set forth in such Servicing Contracts); provided, however, that upon waiving the right to collect all or a part of any such Receivable, the Seller shall immediately notify the Agent of such waiver and, upon the direction of the Agent, purchase the related Receivable from the Issuer at an amount equal to the applicable Repurchase Price.

Section 9.17 Merger Change of Control

Without the prior written consent of the Agent, the Seller and the Depositor shall not enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, wind up or dissolution). In addition, without the prior written consent of the Agent, the Seller hereby covenants that it shall not enter into any agreement or understanding, engage in any transaction or take any other action that shall result in a Change of Control with respect to the Seller.

Section 9.18    Use of Proceeds

The Seller shall utilize the proceeds of each purchase of Initial Receivables and Additional Receivables for general corporate purposes.

Section 9.19    Seller Procedures and Methodology

The Seller shall provide the Agent and the Noteholders with 30 days written notice prior to the modification of its procedures or methodology relating to: (i) the reimbursement mechanics of Delinquency Advances, Servicing Advances or Legacy Deferred Servicing Fees; (ii) the way in which it determines that a Delinquency Advance or Servicing Advance is a Nonrecoverable Advance and the extent to which it is no longer obligated to make any such Delinquency Advance or Servicing Advance under the related Servicing Contract; and (iii) the way in which it calculates the Reconciled Market Value of a residential property subject to a Mortgage Loan or an REO property.

Section 9.20.    Financial Covenants.

The Seller, acting as Servicer, covenants that:

a.the ratio of Seller's Total Indebtedness to Tangible Net Worth is not greater than 9:1;

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b.the Seller shall maintain minimum Liquidity in an amount of not less than $20,000,000 as of the end of each calendar month; and

c.the Tangible Net Worth of Seller shall at all times be equal to an amount of not less than $175,000,000.

Section 9.21.    Annual Lien.

Not later than six months following the Initial Funding Date and 100 days after each anniversary of the Closing Date (beginning with 2013), the Seller shall deliver to the Indenture Trustee and the Agent an Opinion of Counsel to the effect that (a) the security interest granted by the Seller to the Depositor under the Receivables Purchase Agreement in all of the Seller's right, title and interest in and to the Receivables is perfected, (b) the security interest granted by the Depositor to the Issuer under the Receivables Purchase Agreement in all of the Depositor's right, title and interest in and to the Receivables is perfected, (c) the security interest granted by the Issuer to the Indenture Trustee under the Indenture in all of the Issuer's right, title and interest in and to the Trust Estate is perfected, (d) based on a review of UCC Search reports copies of which are attached thereto, there are no UCC-1 filings indicating a Lien with respect to such Receivables or Collateral that has not been released and (e) a schedule of the timing and description of the filing statements, continuation statements, amendments or assignments or any other action required to maintain the perfection of such security interests.

Section 9.22.    Non-Consolidation. The Depositor shall (and the Seller, as the sole owner of 100% of the membership interests in the Depositor, shall cause the Depositor to):

a.maintain its own books and records and bank accounts separate from those of any other Person or the Seller;

b.at all times hold itself out to the public and all other Persons as a legal entity separate from the Seller and any other Person;

c.file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law;

d.not commingle its assets with assets of any other Person;

e.conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence;

f.maintain separate financial statements;

g.pay its liabilities only out of its funds;

h.transact all business with its Affiliates and the Seller on an arm's length basis and pursuant to written, enforceable agreements;

i.pay the salaries of its own employees, if any;

j.not hold out its credit or assets as being available to satisfy the obligations of others;

k.allocate fairly and reasonably any overhead for shared office space;

l.use separate stationary, invoices and checks;

m.except as contemplated by the Transaction Documents, not pledge its assets for the benefit of any other Person;

n.correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Depositor;

o.maintain adequate capital in light of its contemplated business purpose, transaction and liabilities;

p.cause the managers, officers, agents and other representatives of the Depositor, if any, to act at all times with respect to the Depositor consistently and in furtherance of the foregoing and in the best interests of the Depositor;

q.not acquire or assume any obligation or liability of any of its members;

r.observe all corporate and other organizational formalities;

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s.not dissolve or liquidate in whole or in part, except as provided herein (it being understood that the payment or repurchase of Receivables does not constitute a partial liquidation within the meaning of this provision);

t.not incur, create or assume any indebtedness for borrowed money other than as expressly contemplated in the Transactions Documents;

u.not voluntarily file a petition for bankruptcy, reorganization, assignment for the benefit of creditors or similar proceeding;

v.not terminate, amend or otherwise modify its organizational documents without the prior written consent of the Agent; and

w.not make any change in the character of its business.

ARTICLE X

INDEMNIFICATION

Section 10.01.    Indemnification.

a.Without limiting any other rights that an Indemnified Party may have hereunder or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party (as defined below) from and against any and all Indemnified Amounts (as defined below) which may be imposed on, incurred by or asserted against an Indemnified Party in any way arising out of or relating to any breach of the Seller's or the Servicer's obligations or covenants under this Agreement or any other Transaction Document, or the ownership of the Aggregate Receivables or in respect of the Aggregate Receivables, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party.

Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from:

i. a breach of any representation or warranty made by the Seller under or in connection with this Agreement;

ii. the failure by the Seller or the Servicer to comply with any term, provision or covenant contained in this Agreement, or any agreement executed by it in connection with this Agreement or with any applicable law, rule or regulation with respect to any Aggregate Receivable, or the nonconformity of any Aggregate Receivable with any such applicable law, rule or regulation;

iii. the failure to vest and maintain vested in the Issuer, or to transfer, to the Issuer, ownership of the Aggregate Receivables, together with all collections in respect thereof, free and clear of any adverse claim (except as permitted hereunder and in the Indenture), whether existing at the time of the transfer of such Aggregate Receivable or at any time thereafter, or the failure to vest and maintain vested in the Indenture Trustee the perfection of the security interest in the Aggregate Receivables free and clear of any adverse claim (except as permitted hereunder and in the Indenture), whether existing at the time of the transfer of such Aggregate Receivable or at any time thereafter; or

iv. Removal of the Seller as Servicer with respect to any of the Subserviced Securitization Trusts (set forth on Schedule IX of the Indenture as of the Closing Date) by the related Securitization Trustee on account of a failure to satisfy any condition to transfer of servicing requiring rating agency confirmation with respect thereto.

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b.Any Indemnified Amounts subject to the indemnification provisions of this Section 10.01 shall be paid to the Indemnified Party within twenty (20) Business Days following demand therefor. “Indemnified Party” means any of the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee, the Agent and the Variable Funding Noteholders and their officers, employees, directors and successors or assigns. “Indemnified Amounts” means any and all claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, and related reasonable costs and reasonable expenses of any nature whatsoever, including reasonable attorneys' fees and disbursements (subject to the following paragraph), incurred by an Indemnified Party.

c.Promptly after an Indemnified Party shall have been served with the summons or other first legal process or shall have received written notice of the threat of a claim in respect of which an indemnity may be claimed against the Seller under this Section 10.01, the Indemnified Party shall notify the Seller in writing of the service of such summons, other legal process or written notice, giving information therein as to the nature and basis of the claim, and providing a copy thereof; provided, however, that failure so to notify the Seller shall not relieve the Seller from any liability which it may have hereunder or otherwise except to the extent that the Seller is prejudiced by such failure so to notify the Seller. The Seller will be entitled, at its own expense, to participate in the defense of any such claim or action and to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, unless the defendants in any such action include both the Indemnified Party and the Seller, and the Indemnified Party (upon the advice of counsel) shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Seller, or one or more Indemnified Parties, and which in the reasonable opinion of such counsel are sufficient to create a conflict of interest for the same counsel to represent both the Seller and such Indemnified Party; provided, however, that the Seller shall not be responsible for the fees and expenses of more than one firm of attorneys for all Indemnified Parties related to the Depositor, one firm of attorneys for all Indemnified Parties related to the Issuer, one firm of attorneys for all Indemnified Parties related to the Agent, one firm of attorneys for all Indemnified Parties related to the Noteholders and one firm of attorneys for all Indemnified Parties related to the Indenture Trustee. Each Indemnified Party shall cooperate with the Seller in the defense of any such action or claim. The Seller shall not, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding or threatened proceeding.

ARTICLE XI.

MISCELLANEOUS

Section 11.01.    Amendments

No amendment or waiver of any provision of this Agreement shall in any event be effective unless the same shall be in writing and signed by all of the parties hereto and consented to in writing by the Agent, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that, except as otherwise provided in Section 8.01 or Section 8.05 of the Indenture or expressly provided herein, the Issuer shall not make, or permit any Person to make, any amendment, modification or change to, or provide any waiver under this Agreement or any other Transaction Document to which the Issuer is a party without the prior written consent of the Required Noteholders.

Section 11.02.    Notices

All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including telecopies) and mailed or e-mailed, telecopied (with a copy delivered by overnight courier)

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or delivered, as to each party hereto, at its address as set forth in Schedule I hereto or at such other address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be deemed effective upon receipt thereof, and in the case of telecopies, when receipt is confirmed by telephone.

Section 11.03.    No Waiver; Remedies

No failure on the part of any party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 11.04.    Binding Effect; Assignability.

a.This Agreement shall be binding upon and inure to the benefit of the Seller, the Depositor and the Issuer and their respective permitted successors and assigns; provided, however, that the Seller shall not have any right to assign its respective rights hereunder or interest herein (by operation of law or otherwise) without the prior written consent of the Agent and the Depositor shall not have any right to assign its respective rights hereunder or interest herein (by operation of law or otherwise) without the prior written consent of the Agent.

b.This Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the Indenture has terminated.

Section 11.05.    GOVERNING LAW; JURISDICTION

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

Section 11.06.    Execution in Counterparts

This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

Section 11.07.    Survival

All representations, warranties, covenants, guaranties and indemnifications contained in this Agreement and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the sale, transfer or repayment of the Aggregate Receivables.

Section 11.08.    Third Party Beneficiary

The Seller and the Depositor acknowledge and agree that the Indenture Trustee, the Agent and the other Secured Parties are intended third party beneficiaries of this Agreement.

Section 11.09.    General

a.. No course of dealing and no delay or failure of the Issuer (or the Indenture Trustee as its assignee) in exercising any right, power or privilege under this Agreement shall affect any other or

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future exercise thereof or the exercise of any other right, power or privilege; nor shall any single or partial exercise of any such right, power or privilege or any abandonment or discontinuance of steps to enforce such a right, power or privilege preclude any further exercise thereof or of any other right, power or privilege. The rights and remedies of the Issuer (and the Indenture Trustee as its assignee) under this Agreement are cumulative and not exclusive of any rights or remedies which the Issuer would otherwise have.

b.The obligations of the Seller and the Depositor under this Agreement shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by (a) any exercise or nonexercise of any right, remedy, power or privilege under or in respect of this Agreement or applicable law, including, without limitation, any failure to set-off or release in whole or in part by the Issuer of any balance of any deposit account or credit on its books in favor of the Issuer or any waiver, consent, extension, indulgence or other action or inaction in respect of any thereof, or (b) any other act or thing or omission or delay to do any other act or thing which would operate as a discharge of the Issuer as a matter of law.

c.This Agreement sets forth the entire understanding of the parties relating to the subject matter hereof and thereof, and supersedes all prior understandings and agreements, whether written or oral with respect to the subject matter hereof and thereof.

d.The Seller shall pay the Depositor's and the Issuer's costs and expenses reasonably incurred in connection with the enforcement of any of the Seller's obligations hereunder.

e.Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or nonauthorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction.

Section 11.10.    LIMITATION OF DAMAGES.

NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE PARTIES AGREE THAT NO PARTY SHALL BE LIABLE TO ANY OTHER FOR ANY SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLES; PROVIDED, THAT, THE FOREGOING PROVISION SHALL NOT LIMIT OR RELIEVE ANY PARTY OF ANY OBLIGATION UNDER THIS AGREEMENT TO INDEMNIFY ANY OTHER PARTY AGAINST ANY DAMAGES IMPOSED (INCLUDING SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES) UPON SUCH PARTY BY A FINAL ORDER OF ANY COURT OF COMPETENT JURISDICTION IN CONNECTION WITH ANY LEGAL ACTION BROUGHT AGAINST SUCH PARTY BY ANY THIRD PARTY.

Section 11.11     WAIVER OF JURY TRIAL.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, THE PURCHASES OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF.

Section 11.12    No Recourse

It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust, National Association, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating

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any liability on Wilmington Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Receivables Purchase Agreement or any other related documents.

Section 11.13    Confidentiality

a.Subject to Section 11.13(c), the Seller covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement or of any other Transaction Document (including any fees payable in connection with this Agreement or the other Transaction Documents or the identity of any Noteholder), except as the Agent or any Noteholder may have consented to in writing prior to any proposed disclosure and except it may disclose such information (i) to the Affiliates of the Seller or its or their respective directors, officers, employees, agents, advisors, counsel, underwriters, financing sources and other representatives who are informed of the confidential nature of such information and instructed to keep it confidential, (ii) to the extent it should be (A) required by law, rule, regulation, subpoena, or in connection with any legal or regulatory proceeding or (B) requested by any governmental or regulatory authority having jurisdiction over the disclosing party; provided, that, in the case of clause (ii)(A), the disclosing party will use all reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by law) notify the Agent and the Noteholders of its intention to make any such disclosure prior to making such disclosure, (iii) to the extent required to be included in the financial statements or filings with the Securities and Exchange Commission of the Seller or an Affiliate thereof, (iv) to the extent required to exercise any rights or remedies under the Transaction Documents, and (v) to the extent required to consummate and administer the transactions contemplated under the Transaction Documents.

b.Subject to Section 11.13(c), notwithstanding the generality of the foregoing, Seller and its Affiliates shall maintain the confidentiality of the sensitive economic terms (i.e., Term Note Discount Factor, Variable Funding Note Discount Factor, Variable Funding Note Margin Rate, Term Note Fixed Rate, Term Note Default Additional Rate, Variable Funding Note Default Additional Rate, Term Note Post-ARD Additional Rate, Variable Funding Post-ARD Additional Rate and the like) set forth in any of the Transaction Documents in negotiations, discussions, agreements or due diligence in connection with any financing, repurchase, credit or similar transactions with any third-party (including any credit facility or any similar structure with respect to mortgage related assets including mortgage loans, RMBS or any similar assets); provided however, this requirement shall not apply to the tax structure or tax treatment of the transactions contemplated by the Transaction Documents and the Seller and its Affiliates (and any employee, representative, or agent of the Seller and its Affiliates) may disclose to any and all persons without limitation of any kind, the tax structure and tax treatment of such transactions and facts relevant to such tax structure and tax treatment; provided, further the sensitive economic terms referenced above (i.e., Term Note Discount Factor, Variable Funding Note Discount Factor, Variable Funding Note Margin Rate, Term Note Fixed Rate, Term Note Default Additional Rate, Variable Funding Note Default Additional Rate, Term Note Post-ARD Additional Rate, Variable Funding Post-ARD Additional Rate and the like) shall not be treated by the parties as facts relevant to such tax structure and tax treatment.

c.Notwithstanding anything else to the contrary contained herein, in connection with the public or private offering of Term Notes, the Seller and its Affiliates shall be permitted to disclose in any offering document such information concerning the Notes and the transactions contemplated by the Transaction Documents such that such offering document does not omit any information concerning the

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Notes or the transactions contemplated by the Transaction Documents that would be material to a prospective investor in such Term Notes.

[Signature Page Follows]Receivables Purchase Agreement(2012-R)

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective signatories hereunto duly authorized, as of the date first above written.

NATIONSTAR ADVANCE FUNDING TRUST 2012-R

By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee

By:/s/ Christopher M. Cavalli_____________

Name: Christopher M. Cavalli

Title: Banking Officer

NATIONSTAR ADVANCE FUNDING 2012-R, LLC

By:/s/ Gregory A. Oniu__________________

Name: Gregory A. Oniu

Title: Senior Vice President

NATIONSTAR MORTGAGE LLC

By:/s/ Gregory A. Oniu__________________

Name: Gregory A. Oniu

Title: Senior Vice President

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Schedule I

Information for Notices

1.if to the Issuer:

NATIONSTAR MORTGAGE ADVANCE RECEIVABLES

TRUST 2012-R

c/o Wilmington Trust, National Association

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890

Attention: Corporate Trust Administration

Facsimile:(302) 636-4140

Telephone:(302) 651-1000

(with a copy to the Seller)

2.if to the Depositor:

NATIONSTAR ADVANCE FUNDING 2012-R, LLC

350 Highway Drive

Lewisville, Texas 75067

Attention: Greg Oniu

Facsimile:(469) 549-2085

Telephone:(469) 549-2477

3.if to the Seller:

NATIONSTAR MORTGAGE LLC

350 Highland Drive

Lewisville, Texas 75067

Attention: Greg Oniu

Facsimile:(469) 549-2085

Telephone:(469) 549-2477

4.if to the Indenture Trustee on behalf of the Secured Parties:

Use Notice Address provided in the Indenture.

5.if to the Agent:

The Royal Bank of Scotland plc

600 Washington Blvd

Mortgage Finance

7th floor

Sch-I-1

32

Attention: Ravi Mittal

Facsimile: (203) 873-4598

Telephone: (203) 897-6754

6.if to the Noteholders:

The Royal Bank of Scotland plc

600 Washington Blvd

Mortgage Finance

7th floor

Stamford, CT 06901

Attention: Ravi Mittal

Facsimile: (203) 873-4598

Telephone: (203) 897-6754

7.if to the Conduit Purchaser:

WINDMILL FUNDING CORPORATION

c/o Global Securitization Services, LLC

114 West 47^th Street

Suite 2310

New York, New York 10036

Attention: Jill A. Russo

Telephone: (212) 302‑5151

Telecopy: (212) 302-8767

With a copy to:

The Royal Bank of Scotland PLC

600 Washington Blvd

Mortgage Finance

7th floor

Stamford, CT 06901 

Attention: Ravi Mittal

Facsimile: (203) 873-4598

Telephone: (203) 897-6754

With a copy of any Funding Notice to:

E-mail: conduit.operations@rbs.com

Exhibit A

copy of initial funding date report

for

initial receivables

AVAILABLE UPON REQUEST

A-1

EXHIBIT B

FORM OF FUNDING NOTICE

[insert date]

Nationstar Advance Funding Trust 2012-R c/o Wilmington Trust, National Association Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 Attention: Corporate Trust Administration Facsimile: (302) 636 - 4140 Telephone: (302) 651-1000	Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, Maryland 20145-1951 Client Manager - Dawn Servicer Advance Funding Trust 2012-R Facsimile: (410) 715-2380 Telephone: (410) 884-2000
The Royal Bank of Scotland plc 600 Washington Boulevard Stamford, CT 06901 Attention: Drury Nelson Facsimile: (203) 897-5001 Telephone: (203) 897-2310	Windmill Funding Corporation c/o Global Securitization Services, LLC 114 West 47th Street, Suite 2310 New York, New York 10036 Attention: Jill A. Russo Telephone: (212) 302‑5151 Telecopy: (212) 302-8767 E-mail: conduit.operations@rbs.com
American Mortgage Consultants, Inc. [ADDRESS] Attention: [_____] Telephone: [_____] Facsimile: [_____]

Re: Receivables Purchase Agreement, dated as of June 26, 2012; Funding Notice

Pursuant to Section 2.01 of the Receivables Purchase Agreement, dated as of June 26, 2012 (the “Receivables Purchase Agreement”), among Nationstar Advance Funding Trust 2012-R (the “Issuer”), Nationstar Advance Funding 2012-R, LLC (the “Depositor”) and Nationstar Mortgage LLC (the “Seller”), the undersigned hereby notifies you that the Receivables listed on Exhibit A hereto, in the amount of $[____________], are being transferred by the Seller to the Depositor and by the Depositor to the Issuer on the Funding Date occurring on [insert date].

The Seller, as Administrator, also hereby certifies that (i) the Funding Conditions contained in Sections 7.02(ii), (iv), (v), (vi), (vii), (viii), (xii), (xiii) and (xiv) of the Indenture, dated as of June 26, 2012, between the Issuer and Wells Fargo Bank, N.A., have been met, and (ii) the representations and warranties contained in Section 6 of the Receivables Purchase Agreement are true and correct as of the date hereof.

B-1

The Depositor also hereby certifies that the representations and warranties contained in Section 5 of the Receivables Purchase Agreement are true and correct as of the date hereof.

Very truly yours,

NATIONSTAR MORTGAGE LLC, as Administrator

Name:

Title: _________________________

NATIONSTAR ADVANCE FUNDING 2012-R, LLC

By:

Name:

Title: _________________________

We have performed the subset of the procedures set forth in Exhibit 1 of our engagement letter for Agreed Upon Procedures reports with The Royal Bank of Scotland plc and Nationstar Mortgage LLC, dated as of [____________], 2012. We noted no exceptions as a result of these procedures. All restrictions, terms and conditions of the engagement letter apply to these procedures.

[American Mortgage Consultants, Inc. (signed)]

[Date]

By:

Exhibit C

FORM OF BILL OF SALE

Nationstar Mortgage LLC (the “Seller”) hereby absolutely transfers to Nationstar Advance Funding 2012-R, LLC, and Nationstar Advance Funding 2012-R, LLC (the “Depositor”) hereby absolutely sells to Nationstar Advance Funding Trust 2012-R, a statutory trust organized under the laws of the State of Delaware (the “Purchaser”), without recourse, except as set forth in the Receivables Purchase Agreement:

(a) All right, title and interest in and to the Receivables identified in the Schedule attached hereto as Exhibit A; and

(b) All principal, interest and other proceeds of any kind received with respect to such Receivables, including but not limited to proceeds derived from the conversion, voluntary or involuntary, of any of such assets into cash or other liquidated property.

The ownership of the Receivables is vested in Purchaser and the ownership of all records and documents with respect to the related Receivables prepared by or which come into the possession of the Seller or the Depositor shall immediately vest in Purchaser and shall be retained and maintained, in trust, by the Seller or the Depositor, as applicable at the will of Purchaser in such custodial capacity only. The sale of the Receivables shall be reflected as a sale or absolute transfer on the Seller's and the Depositor's business records, tax returns and financial statements.

This Bill of Sale is made pursuant to, and is subject to the terms and conditions of, that certain Receivables Purchase Agreement dated as of June 26, 2012, among Nationstar Mortgage LLC, as seller, Nationstar Advance Funding 2012-R, LLC, as depositor and Nationstar Advance Funding Trust 2012-R, as issuer (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”). The Seller confirms to Purchaser that the representations and warranties set forth in Article 6 of the Agreement are true and correct as if made on the date hereof (except to the extent that they expressly relate to an earlier or later date). The Depositor confirms to Purchaser that the representations and warranties set forth in Article 5 of the Agreement are true and correct as if made on the date hereof (except to the extent that they expressly relate to an earlier or later date).

C-1

Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

DATED: ______________________

NATIONSTAR MORTGAGE LLC

By:

Name:

Title: _________________________

NATIONSTAR ADVANCE FUNDING 2012-R, LLC

By:

Name:

Title: _________________________

C-2

EXHIBIT D

FORM OF SUBORDINATED NOTE

THIS SUBORDINATED NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE OWNER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND SUCH STATE LAWS, AND NEITHER THE ENTERING INTO, NOR THE TRANSACTIONS CONTEMPLATED BY, THIS SUBORDINATED NOTE WILL BE A “PROHIBITED TRANSACTION” UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”). BY ACCEPTANCE OF THIS SUBORDINATED NOTE, THE HOLDER AGREES TO BE BOUND BY ALL THE TERMS OF THE RECEIVABLES PURCHASE AGREEMENT.

[_________], 2012

FOR VALUE RECEIVED, the undersigned, Nationstar Advance Funding 2012-R, LLC, a Delaware limited liability company (the “Depositor”), promises to pay to the order of Nationstar Mortgage LLC, a Delaware limited liability company (the “Seller”), on [______], 20[__] (the “Maturity Date”) the aggregate unpaid principal amount of all amounts loaned hereunder pursuant to Section 2.01(b) of that certain Receivables Purchase Agreement, dated as of June 26, 2012 (together with all amendments and other modifications, if any, from time to time thereafter made thereto, the “Receivables Purchase Agreement”), among the Seller, the Depositor and Nationstar Advance Funding Trust 2012-R (the “Issuer”), together with any and all accrued and unpaid interest on all amounts loaned hereunder.

Interest will accrue on the average daily balance of the unpaid principal amount of all amounts loaned hereunder for each day from the date such loan amounts are made until they become due and or are paid in full, at a rate per annum equal to the sum of (i) the LIBOR Rate (as defined below) and (ii) a spread designated as such in writing by the Seller to the Depositor from time to time (the “Spread”). Interest will be computed on the basis of a 360-day year and paid for the actual number of days elapsed (including the first but excluding the last day). Should any principal of, or accrued interest on, any amounts loaned hereunder not be paid when due, such amount will bear interest from its due date until paid in full, at a rate per annum equal to the sum of (i) the LIBOR Rate, (ii) the Spread and (iii) [1.00]%. Interest shall be payable on the unpaid principal balance of this note (this “Subordinated Note”) commencing on [__________], 200[_] and continuing on the [___] day of each [January, April, July, and October]. With respect to any such [___] day that is not a Business Day, the interest payment otherwise due on such [___] day shall be due on the next subsequent day that is a Business Day.

For the purposes of this Subordinated Note, “LIBOR Rate” shall mean the offered rate for one-month U.S. dollar deposits as such rate appears on Reuters Screen LIBOR01 Page (as defined in the International Swaps and Derivatives Association, Inc. 2000 Definitions) or such other page as may replace Reuters Screen LIBOR01 Page as of 11:00 a.m. (London time) on such date; provided that if such rate does not appear on Telerate Page 3750, the rate for such date will be determined on the basis of the rates at which one-month U.S. dollar deposits are offered by [Name of Banks] (the “Reference Banks”) at approximately 11:00 a.m. (London time) on such date to prime banks in the London interbank market. In such event, the Seller will

request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations (rounded upwards if necessary to the nearest whole multiple of 1/16%). If fewer than two quotations are provided as requested, the rate for that date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Seller, at approximately 11:00 a.m. (New York City time) on such date for one-month U.S. dollar loans to leading European banks.

Unless plainly wrong, the computer records of the holder hereof shall on any day conclusively evidence the unpaid balance of this Subordinated Note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made hereon may be (but are not required to be) set forth by or on behalf of such holder on the schedule which is attached hereto or otherwise recorded in such holder's computer or manual records; provided, that any failure to make notation of any principal advance or accrual of interest shall not cancel, limit or otherwise affect Depositor's obligations or any of such holder's rights with respect to that advance or accrual. Unless otherwise defined, capitalized terms used herein have the meanings provided in or specified in accordance with the Receivables Purchase Agreement.

The obligation of the Depositor to pay the principal of, and interest on, all loans and advances on this Subordinated Note shall be absolute and unconditional, shall be binding and, to the fullest extent permitted by law, enforceable in all circumstances whatsoever and shall not be subject to setoff, recoupment or counterclaim; provided, however, that the Depositor shall only be obligated to pay principal and interest on this Subordinated Note from cash actually received by the Depositor from distributions on the Receivables after payment of all amounts due the Noteholder under the Indenture, dated as of June 26, 2012, between the Issuer and Wells Fargo Bank, N.A., as indenture trustee.

Depositor may prepay at any time, without penalty or fee, the principal or interest outstanding hereunder or any portion of such principal or interest. Payments of both principal and interest are to be made in lawful money of the United States of America in same day or immediately available funds.

The Seller hereby agrees, prior to the date that is 367 days after the Maturity Date, not to acquiesce, petition, or invoke the process of any court or government authority (or to encourage or cooperate with others) for the purpose of commencing or sustaining a case against the Seller under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of or for the Seller or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller. The foregoing shall not limit the rights of the Depositor to file any claim in, or to otherwise take any action with respect to, any insolvency proceeding instituted against the Seller by any other unaffiliated entity.

Notwithstanding anything contained herein to the contrary, to the extent that the Seller is deemed to have any interest in any assets of the Depositor, the Seller agrees that its interest in those assets is subordinate to claims or rights of all other creditors of the Depositor. The Seller agrees that this Subordinated Note constitutes a subordinated note for purposes of Section 510(a) of the United States Bankruptcy Code, as amended from time to time (11 U.S.C. §§ 101 et seq.).

As set forth in Section 2.01(b) of the Receivables Purchase Agreement, the Depositor hereby represents and warrants as of each loan and advance made hereon that at the time of (and immediately after) each loan and advance made hereunder, (i) the Depositor's total assets exceed its total liabilities both before and after the sale transaction, (ii) the Depositor's cash on hand is sufficient to satisfy all of its current obligations, (iii) the Depositor is adequately capitalized at a commercially reasonable level and (iv) the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinate

Loan and this Subordinated Note is adequate. Each loan or advance made hereunder by the Seller to the Depositor is subject to the accuracy of the representations and warranties herein made on the part of the Depositor.

This Subordinated Note is the Subordinated Note referred to in, and evidences indebtedness incurred under, the Receivables Purchase Agreement, and the holder hereof is entitled to the benefits of the Receivables Purchase Agreement. Upon and subject to the terms and conditions of the Receivables Purchase Agreement, Depositor may borrow, repay and reborrow against this note under the circumstances, in the manner and for the purposes specified in the Receivables Purchase Agreement and this Subordinated Note, but for no other purposes. All parties hereto, whether as makers, endorsers or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor.

THIS SUBORDINATED NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES TO THIS SUBORDINATED NOTE HEREBY AGREES TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

[Signature Page Follows]

NATIONSTAR ADVANCE FUNDING 2012-R, LLC

By:_________________________________Name:

Title:

Schedule I

Information for Notices

1.if to the Issuer:

NATIONSTAR MORTGAGE ADVANCE RECEIVABLES

TRUST 2012-R

c/o Wilmington Trust, National Association

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890

Attention: Corporate Trust Administration

Facsimile:(302) 636-4140

Telephone:(302) 651-1000

(with a copy to the Seller)

2.if to the Depositor:

NATIONSTAR ADVANCE FUNDING 2012-R, LLC

350 Highway Drive

Lewisville, Texas 75067

Attention: Greg Oniu

Facsimile:(469) 549-2085

Telephone:(469) 549-2477

3.if to the Seller:

NATIONSTAR MORTGAGE LLC

350 Highland Drive

Lewisville, Texas 75067

Attention: Greg Oniu

Facsimile:(469) 549-2085

Telephone:(469) 549-2477

4.if to the Indenture Trustee on behalf of the Secured Parties:

Use Notice Address provided in the Indenture.

5.if to the Agent:

The Royal Bank of Scotland plc

600 Washington Blvd

Mortgage Finance

7th floor

Attention: Ravi Mittal

Facsimile: (203) 873-4598

Telephone: (203) 897-6754

6.if to the Noteholders:

The Royal Bank of Scotland plc

600 Washington Blvd

Mortgage Finance

7th floor

Stamford, CT 06901

Attention: Ravi Mittal

Facsimile: (203) 873-4598

Telephone: (203) 897-6754

7.if to the Conduit Purchaser:

WINDMILL FUNDING CORPORATION

c/o Global Securitization Services, LLC

114 West 47^th Street

Suite 2310

New York, New York 10036

Attention: Jill A. Russo

Telephone: (212) 302‑5151

Telecopy: (212) 302-8767

With a copy to:

The Royal Bank of Scotland PLC

600 Washington Blvd

Mortgage Finance

7th floor

Stamford, CT 06901 

Attention: Ravi Mittal

Facsimile: (203) 873-4598

Telephone: (203) 897-6754

With a copy of any Funding Notice to:

E-mail: conduit.operations@rbs.com

Exhibit A

copy of initial funding date report

for

initial receivables

AVAILABLE UPON REQUEST

EXHIBIT B

FORM OF FUNDING NOTICE

[insert date]

Nationstar Advance Funding Trust 2012-R c/o Wilmington Trust, National Association Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 Attention: Corporate Trust Administration Facsimile: (302) 636 - 4140 Telephone: (302) 651-1000	Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, Maryland 20145-1951 Client Manager - Dawn Servicer Advance Funding Trust 2012-R Facsimile: (410) 715-2380 Telephone: (410) 884-2000
The Royal Bank of Scotland plc 600 Washington Boulevard Stamford, CT 06901 Attention: Drury Nelson Facsimile: (203) 897-5001 Telephone: (203) 897-2310	Windmill Funding Corporation c/o Global Securitization Services, LLC 114 West 47th Street, Suite 2310 New York, New York 10036 Attention: Jill A. Russo Telephone: (212) 302‑5151 Telecopy: (212) 302-8767 E-mail: conduit.operations@rbs.com
American Mortgage Consultants, Inc. [ADDRESS] Attention: [_____] Telephone: [_____] Facsimile: [_____]

Re: Receivables Purchase Agreement, dated as of June 26, 2012; Funding Notice

Pursuant to Section 2.01 of the Receivables Purchase Agreement, dated as of June 26, 2012 (the “Receivables Purchase Agreement”), among Nationstar Advance Funding Trust 2012-R (the “Issuer”), Nationstar Advance Funding 2012-R, LLC (the “Depositor”) and Nationstar Mortgage LLC (the “Seller”), the undersigned hereby notifies you that the Receivables listed on Exhibit A hereto, in the amount of $[____________], are being transferred by the Seller to the Depositor and by the Depositor to the Issuer on the Funding Date occurring on [insert date].

The Seller, as Administrator, also hereby certifies that (i) the Funding Conditions contained in Sections 7.02(ii), (iv), (v), (vi), (vii), (viii), (xii), (xiii) and (xiv) of the Indenture, dated as of June 26, 2012, between the Issuer and Wells Fargo Bank, N.A., have been met, and (ii) the representations and warranties contained in Section 6 of the Receivables Purchase Agreement are true and correct as of the date hereof.

The Depositor also hereby certifies that the representations and warranties contained in Section 5 of the Receivables Purchase Agreement are true and correct as of the date hereof.

Very truly yours,

NATIONSTAR MORTGAGE LLC, as Administrator

B-1

By:

Name:

Title: _________________________

NATIONSTAR ADVANCE FUNDING 2012-R, LLC

By:

Name:

Title: _________________________

We have performed the subset of the procedures set forth in Exhibit 1 of our engagement letter for Agreed Upon Procedures reports with The Royal Bank of Scotland plc and Nationstar Mortgage LLC, dated as of [____________], 2012. We noted no exceptions as a result of these procedures. All restrictions, terms and conditions of the engagement letter apply to these procedures.

[American Mortgage Consultants, Inc. (signed)]

[Date]

By:

Exhibit C

FORM OF BILL OF SALE

Nationstar Mortgage LLC (the “Seller”) hereby absolutely transfers to Nationstar Advance Funding 2012-R, LLC, and Nationstar Advance Funding 2012-R, LLC (the “Depositor”) hereby absolutely sells to Nationstar Advance Funding Trust 2012-R, a statutory trust organized under the laws of the State of Delaware (the “Purchaser”), without recourse, except as set forth in the Receivables Purchase Agreement:

(a) All right, title and interest in and to the Receivables identified in the Schedule attached hereto as Exhibit A; and

(b) All principal, interest and other proceeds of any kind received with respect to such Receivables, including but not limited to proceeds derived from the conversion, voluntary or involuntary, of any of such assets into cash or other liquidated property.

The ownership of the Receivables is vested in Purchaser and the ownership of all records and documents with respect to the related Receivables prepared by or which come into the possession of the Seller or the Depositor shall immediately vest in Purchaser and shall be retained and maintained, in trust, by the Seller or the Depositor, as applicable at the will of Purchaser in such custodial capacity only. The sale of the Receivables shall be reflected as a sale or absolute transfer on the Seller's and the Depositor's business records, tax returns and financial statements.

This Bill of Sale is made pursuant to, and is subject to the terms and conditions of, that certain Receivables Purchase Agreement dated as of June 26, 2012, among Nationstar Mortgage LLC, as seller, Nationstar Advance Funding 2012-R, LLC, as depositor and Nationstar Advance Funding Trust 2012-R, as issuer (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”). The Seller confirms to Purchaser that the representations and warranties set forth in Article 6 of the Agreement are true and correct as if made on the date hereof (except to the extent that they expressly relate to an earlier or later date). The Depositor confirms to Purchaser that the representations and warranties set forth in Article 5 of the Agreement are true and correct as if made on the date hereof (except to the extent that they expressly relate to an earlier or later date).

Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

C-1

DATED: ______________________

NATIONSTAR MORTGAGE LLC

By:

Name:

Title: _________________________

NATIONSTAR ADVANCE FUNDING 2012-R, LLC

By:

Name:

Title: _________________________

C-2

EXHIBIT D

FORM OF SUBORDINATED NOTE

THIS SUBORDINATED NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE OWNER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND SUCH STATE LAWS, AND NEITHER THE ENTERING INTO, NOR THE TRANSACTIONS CONTEMPLATED BY, THIS SUBORDINATED NOTE WILL BE A “PROHIBITED TRANSACTION” UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”). BY ACCEPTANCE OF THIS SUBORDINATED NOTE, THE HOLDER AGREES TO BE BOUND BY ALL THE TERMS OF THE RECEIVABLES PURCHASE AGREEMENT.

[_________], 2012

FOR VALUE RECEIVED, the undersigned, Nationstar Advance Funding 2012-R, LLC, a Delaware limited liability company (the “Depositor”), promises to pay to the order of Nationstar Mortgage LLC, a Delaware limited liability company (the “Seller”), on [______], 20[__] (the “Maturity Date”) the aggregate unpaid principal amount of all amounts loaned hereunder pursuant to Section 2.01(b) of that certain Receivables Purchase Agreement, dated as of June 26, 2012 (together with all amendments and other modifications, if any, from time to time thereafter made thereto, the “Receivables Purchase Agreement”), among the Seller, the Depositor and Nationstar Advance Funding Trust 2012-R (the “Issuer”), together with any and all accrued and unpaid interest on all amounts loaned hereunder.

Interest will accrue on the average daily balance of the unpaid principal amount of all amounts loaned hereunder for each day from the date such loan amounts are made until they become due and or are paid in full, at a rate per annum equal to the sum of (i) the LIBOR Rate (as defined below) and (ii) a spread designated as such in writing by the Seller to the Depositor from time to time (the “Spread”). Interest will be computed on the basis of a 360-day year and paid for the actual number of days elapsed (including the first but excluding the last day). Should any principal of, or accrued interest on, any amounts loaned hereunder not be paid when due, such amount will bear interest from its due date until paid in full, at a rate per annum equal to the sum of (i) the LIBOR Rate, (ii) the Spread and (iii) [1.00]%. Interest shall be payable on the unpaid principal balance of this note (this “Subordinated Note”) commencing on [__________], 200[_] and continuing on the [___] day of each [January, April, July, and October]. With respect to any such [___] day that is not a Business Day, the interest payment otherwise due on such [___] day shall be due on the next subsequent day that is a Business Day.

For the purposes of this Subordinated Note, “LIBOR Rate” shall mean the offered rate for one-month U.S. dollar deposits as such rate appears on Reuters Screen LIBOR01 Page (as defined in the International Swaps and Derivatives Association, Inc. 2000 Definitions) or such other page as may replace Reuters Screen LIBOR01 Page as of 11:00 a.m. (London time) on such date; provided that if such rate does not appear on Telerate Page 3750, the rate for such date will be determined on the basis of the rates at which one-month U.S. dollar deposits are offered by [Name of Banks] (the “Reference Banks”) at approximately 11:00 a.m. (London time) on such date to prime banks in the London interbank market. In such event, the Seller will

D-1

request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations (rounded upwards if necessary to the nearest whole multiple of 1/16%). If fewer than two quotations are provided as requested, the rate for that date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Seller, at approximately 11:00 a.m. (New York City time) on such date for one-month U.S. dollar loans to leading European banks.

Unless plainly wrong, the computer records of the holder hereof shall on any day conclusively evidence the unpaid balance of this Subordinated Note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made hereon may be (but are not required to be) set forth by or on behalf of such holder on the schedule which is attached hereto or otherwise recorded in such holder's computer or manual records; provided, that any failure to make notation of any principal advance or accrual of interest shall not cancel, limit or otherwise affect Depositor's obligations or any of such holder's rights with respect to that advance or accrual. Unless otherwise defined, capitalized terms used herein have the meanings provided in or specified in accordance with the Receivables Purchase Agreement.

The obligation of the Depositor to pay the principal of, and interest on, all loans and advances on this Subordinated Note shall be absolute and unconditional, shall be binding and, to the fullest extent permitted by law, enforceable in all circumstances whatsoever and shall not be subject to setoff, recoupment or counterclaim; provided, however, that the Depositor shall only be obligated to pay principal and interest on this Subordinated Note from cash actually received by the Depositor from distributions on the Receivables after payment of all amounts due the Noteholder under the Indenture, dated as of June 26, 2012, between the Issuer and Wells Fargo Bank, N.A., as indenture trustee.

Depositor may prepay at any time, without penalty or fee, the principal or interest outstanding hereunder or any portion of such principal or interest. Payments of both principal and interest are to be made in lawful money of the United States of America in same day or immediately available funds.

The Seller hereby agrees, prior to the date that is 367 days after the Maturity Date, not to acquiesce, petition, or invoke the process of any court or government authority (or to encourage or cooperate with others) for the purpose of commencing or sustaining a case against the Seller under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of or for the Seller or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller. The foregoing shall not limit the rights of the Depositor to file any claim in, or to otherwise take any action with respect to, any insolvency proceeding instituted against the Seller by any other unaffiliated entity.

Notwithstanding anything contained herein to the contrary, to the extent that the Seller is deemed to have any interest in any assets of the Depositor, the Seller agrees that its interest in those assets is subordinate to claims or rights of all other creditors of the Depositor. The Seller agrees that this Subordinated Note constitutes a subordinated note for purposes of Section 510(a) of the United States Bankruptcy Code, as amended from time to time (11 U.S.C. §§ 101 et seq.).

As set forth in Section 2.01(b) of the Receivables Purchase Agreement, the Depositor hereby represents and warrants as of each loan and advance made hereon that at the time of (and immediately after) each loan and advance made hereunder, (i) the Depositor's total assets exceed its total liabilities both before

D-2

and after the sale transaction, (ii) the Depositor's cash on hand is sufficient to satisfy all of its current obligations, (iii) the Depositor is adequately capitalized at a commercially reasonable level and (iv) the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinate Loan and this Subordinated Note is adequate. Each loan or advance made hereunder by the Seller to the Depositor is subject to the accuracy of the representations and warranties herein made on the part of the Depositor.

This Subordinated Note is the Subordinated Note referred to in, and evidences indebtedness incurred under, the Receivables Purchase Agreement, and the holder hereof is entitled to the benefits of the Receivables Purchase Agreement. Upon and subject to the terms and conditions of the Receivables Purchase Agreement, Depositor may borrow, repay and reborrow against this note under the circumstances, in the manner and for the purposes specified in the Receivables Purchase Agreement and this Subordinated Note, but for no other purposes. All parties hereto, whether as makers, endorsers or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor.

THIS SUBORDINATED NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES TO THIS SUBORDINATED NOTE HEREBY AGREES TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

[Signature Page Follows]

NATIONSTAR ADVANCE FUNDING 2012-R, LLC

By:_________________________________Name:

Title:

D-3

EX-10.22

Exhibit 10.22

RECEIVABLES PURCHASE AGREEMENT

AMONG

NATIONSTAR ADVANCE FUNDING Trust 2012-W

as Issuer

NATIONSTAR ADVANCE FUNDING 2012-W, LLC

AS DEPOSITOR

and

NATIONSTAR MORTGAGE LLC

as Seller

Dated as of JUNE 26, 2012

TABLE OF CONTENTS
		Page
ARTICLE I. DEFINITIONS		1
Section 1.01.	Certain Defined Terms	1
Section 1.02.	Other Definitional Provisions	4
ARTICLE II. SALE OF RECEIVABLES; CLOSING; ACKNOWLEDGMENT AND CONSENT		5
Section 2.01.	Sale of Receivables	5
Section 2.02.	Closing	8
Section 2.03.	Seller’s Acknowledgment and Consent to Assignment	8
ARTICLE III. CONDITIONS PRECEDENT TO CLOSING		9
Section 3.01.	Closing Subject to Conditions Precedent	9
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE ISSUER		11
Section 4.01.	Representations and Warranties	11
ARTICLE V. REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR		12
Section 5.01.	Representations and Warranties	12
ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF THE SELLER		15
Section 6.01.	Representations and Warranties	15
Section 6.02.	Repurchase Upon Breach	22
ARTICLE VII. INTENTION OF THE PARTIES; SECURITY INTEREST		22
Section 7.01.	Intention of the Parties	22
Section 7.02.	Security Interest	23
ARTICLE VIII. COVENANTS OF THE SELLER		24
Section 8.01.	Information	24
Section 8.02.	Acknowledgment	25
Section 8.03.	Access to Information	25
Section 8.04.	Ownership and Security Interests; Further Assurances	26
Section 8.05.	Covenants	26
Section 8.06.	Assignment of Rights	27
ARTICLE IX. ADDITIONAL COVENANTS		27
Section 9.01.	Further Assurances	27
Section 9.02.	Expenses.	27
Section 9.03.	Mutual Obligations	28
Section 9.04.	Servicing Standards	28
Section 9.05.	Transfer of Servicing; Clean-up Call	29
Section 9.06.	Bankruptcy	30
Section 9.07.	Legal Existence	30
Section 9.08.	Compliance With Laws	30
Section 9.09.	Taxes	31
Section 9.10.	No Liens, Etc. Against Receivables and Trust Property	31
Section 9.11.	Amendments to Servicing Contracts	31
Section 9.12.	No Netting or Offsetting	32
Section 9.13.	Books and Records	32
Section 9.14.	Verification Agent	32

Section 9.15.	Exclusive	33
Section 9.16.	Recovery	33
Section 9.17.	Merger; Change of Control	33
Section 9.18.	Use of Proceeds	33
Section 9.19.	Seller Procedures and Methodology	33
Section 9.20.	Financial Covenants.	33
Section 9.21.	Further Action.	34
Section 9.22.	Non-Consolidation.	34
ARTICLE X. INDEMNIFICATION		36
Section 10.01.	Indemnification.	36
ARTICLE XI. MISCELLANEOUS		38
Section 11.01.	Amendments	38
Section 11.02.	Notices	38
Section 11.03.	No Waiver; Remedies	38
Section 11.04.	Binding Effect; Assignability.	38
Section 11.05.	GOVERNING LAW; JURISDICTION	39
Section 11.06.	Execution in Counterparts	39
Section 11.07.	Survival	39
Section 11.08.	Third Party Beneficiary	39
Section 11.09.	General	39
Section 11.10.	LIMITATION OF DAMAGES.	40
Section 11.11.	WAIVER OF JURY TRIAL.	40
Section 11.12.	No Recourse	41
Section 11.13.	Confidentiality	41
Schedule I	Information for Notices
Exhibit A	Copy of Initial Funding Date Report for Initial Receivables
Exhibit B	Funding Notice
Exhibit C	Form of Bill of Sale from Depositor to Issuer
Exhibit D	Form of Subordinated Note

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1

RECEIVABLES PURCHASE AGREEMENT, dated as of June 26, 2012 (this “Receivables Purchase Agreement” or this “Agreement”), among NATIONSTAR ADVANCE FUNDING TRUST 2012-W (the “Issuer”), NATIONSTAR ADVANCE FUNDING 2012-W, LLC (the “Depositor”) and NATIONSTAR MORTGAGE LLC (the “Seller” or “Nationstar”).

In consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01.Certain Defined Terms

. Capitalized terms used herein without definition shall have the meanings set forth in the Indenture. Additionally, the following terms shall have the following meanings:

“Aggregate Value” means, with respect to the Receivables sold by the Seller to the Depositor on a Funding Date, the product of (a) the Receivables Balance of such Receivables on such Funding Date and (b) a factor equal to the sum of (i) the weighted average (in accordance with the relevant Discount Factor Proportional Weighting Ratios) of the Variable Funding Note Discount Factor and the Term Note Discount Factor (if any Term Notes are outstanding) with respect to such Receivables and (ii) one half of the amount by which 100% exceeds the sum of the weighted average (in accordance with the relevant Discount Factor Proportional Weighting Ratios) of the Variable Funding Note Discount Factor and the Term Note Discount Factor (if any Term Notes are outstanding) with respect to such Receivables.

“Bankruptcy Code” means the Federal Bankruptcy Code, as set forth in Title 11 of the United States Code, as amended, and any successor statute and/or any bankruptcy, insolvency, reorganization or similar law.

“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.

“Cash Equivalents” shall mean (a) securities with maturities of 90 days or less from the date of acquisition issued or fully guaranteed or insured by the United States Government or any agency thereof, (b) certificates of deposit and eurodollar time deposits with maturities of 90 days or less from the date of acquisition and overnight bank deposits of any commercial bank having capital and surplus in excess of $500,000,000, (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 or “P-1” or the equivalent thereof by Moody's Investors Service, Inc. and in either case maturing within 90 days after the day of acquisition, (e) securities with maturities of 90 days or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the requirements of clause (b) of this definition, or (f) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (e) of this definition.

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“Closing” shall have the meaning set forth in Section 2.02.

“Depositor Material Adverse Effect” shall have the meaning set forth in Section 5.01(a).

“Governmental Actions” means any and all consents, approvals, permits, orders, authorizations, waivers, exceptions, variances, exemptions or licenses of, or registrations, declarations or filings with, any Governmental Authority required under any Governmental Rules.

“Governmental Authority” means the United States of America, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and having jurisdiction over the applicable Person.

“Governmental Rules” means any and all laws, statutes, codes, rules, regulations, ordinances, orders, writs, decrees and injunctions of any Governmental Authority and any and all legally binding conditions, standards, prohibitions, requirements and judgments of any Governmental Authority.

“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 (to the extent so guaranteed); (h) all obligations of such Person incurred in connection with the acquisition or carrying of fixed assets by such Person; (i) indebtedness of general partnerships of which such Person is a general partner; and (j) any other indebtedness of such Person by a note, bond, debenture or similar instrument.

“Indemnified Party” shall have the meaning set forth in Section 10.01(b).

“Indenture” means, the Indenture, dated as of June 26, 2012, between the Issuer and the Indenture Trustee.

“Intangible Assets” means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.

“Liquidity” means with respect to the Seller, the sum of (i) its unrestricted cash, plus (ii) its unrestricted Cash Equivalents, plus (iii) the aggregate amount of unused capacity available to such Person (taking into account applicable haircuts) under committed mortgage loan warehouse and servicer advance facilities for which the Seller has unencumbered eligible collateral to pledge thereunder.

“Material Adverse Effect” shall mean a Depositor Material Adverse Effect or Seller Material Adverse Effect, as applicable.

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“MSR Sellers”: Aurora Bank FSB and Aurora Loan Services LLC.

“Net Worth” shall mean, with respect to the Servicer, the excess of total assets of the Servicer, over total liabilities of the Servicer, determined in accordance with GAAP.

“Non-Funding Election” shall have the meaning set forth in Section 2.01(g).

“Payment Clearing Account” shall mean account number 4121967343 held at Wells Fargo Bank, N.A. and entitled “Nationstar Mortgage LLC and in trust for the Benefit of Certain Investors.”

“Receivables Related Collateral” shall have the meaning set forth in Section 7.01.

“Relevant UCC” means the Uniform Commercial Code as in effect in any applicable jurisdiction.

“Repurchase Price” shall mean, with respect to any Receivable on any date that such Receivable is repurchased pursuant to Section 6.02 or 9.05 hereof, an amount equal to the following:

(i)the Receivables Balance in respect thereof on the date such Receivable was transferred to the Depositor and the Issuer hereunder

minus

(ii)the Advance Reimbursement Amounts in respect of such Receivable actually paid to the Issuer.

“Seller Material Adverse Effect” shall have the meaning set forth in Section 6.01(a).

“Subordinated Loan” has the meaning set forth in Section 2.01(e).

“Subordinated Loan Proceeds” has the meaning set forth in Section 2.01(e).

“Subordinated Note” means the promissory note in substantially the form of Exhibit D hereto as more fully described in Section 2.01(e), as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Tangible Net Worth” shall mean, with respect to the Seller, an amount equal to (A) its Net Worth, minus (B) any of its Intangible Assets (including, without limitation, goodwill, capitalized financing costs and capitalized administration costs, but excluding any originated or purchased servicing rights or retained residual securities) and any and all advances to, investments in and receivables held from Affiliates, provided, however, that the non-cash effect (gain or loss) of 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.

“Total Indebtedness” shall mean with respect to the Seller, for any period, the aggregate Indebtedness of the Seller and its subsidiaries during such period, less the amount of any nonspecific consolidated balance sheet reserves maintained in accordance with GAAP and less the amount of any non-recourse debt, including any securitization debt.

Section 1.02. Other Definitional Provisions

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(a)All terms defined in this Agreement shall have the meanings defined herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(b)As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in Section 1.01, and accounting terms partially defined in Section 1.01 to the extent not defined, shall have the respective meanings given to them under GAAP. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under GAAP, the definitions contained herein shall control.

(c)The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Section, subsection, Schedule and Exhibit references contained in this Agreement are references to Sections, subsections, Schedules and Exhibits in or to this Agreement unless otherwise specified.

ARTICLE II

SALE OF RECEIVABLES; CLOSING; ACKNOWLEDGMENT AND CONSENT

Section 2.01. Sale of Receivables

(a)On the Initial Funding Date, the Seller shall sell and/or contribute to the Depositor and the Depositor shall acquire from the Seller, in accordance with the procedures and subject to the terms and conditions set forth herein and in the Indenture, (1) the Initial Receivables described in the initial Funding Date Report attached as Exhibit A hereto and (2) all moneys due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of the Seller to enforce such Initial Receivables under each Servicing Contract.

On the Initial Funding Date, the Depositor shall sell and/or contribute to the Issuer and the Issuer shall acquire from the Depositor, in accordance with the procedures and subject to the terms and conditions set forth herein and in the Indenture, (1) the Initial Receivables described in the initial Funding Date Report attached as Exhibit A hereto and (2) all moneys due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of the Seller to enforce such Initial Receivables under each Servicing Contract.

(b)On each subsequent Funding Date during the Funding Period, the Seller shall sell and/or contribute to the Depositor and the Depositor shall acquire from the Seller, in accordance with the procedures and subject to the terms and conditions set forth herein and in the Indenture, (1) Additional Receivables representing the contractual rights to be reimbursed for all of the Delinquency Advances and Servicing Advances with respect to the Securitization Trusts made prior to such Funding Date and not previously sold to the Depositor and (2) all moneys due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of the Seller to enforce any Additional Receivables under each Servicing Contract; provided, that Seller shall not be required to sell and/or contribute Additional Receivables to the Depositor on any Funding Date (such Funding Date, a “Skip Funding Date”) on which (i) the aggregate Receivables Balance of such Additional Receivables to be sold and/or contributed is less than $1,000,000, (ii) the Seller has given three (3) Business Days prior notice to the Agent and the Indenture Trustee that it will not be selling and/or contributing Additional Receivables on such Funding Date and (iii) no other Skip Funding Date has been incurred in the calendar month in which such Funding Date occurs. Any Receivables not sold by the Seller to the Depositor on a Skip Funding Date shall be sold to the Depositor on the immediately following Funding Date. In no event shall the

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option to exercise a Skip Funding Date modify or eliminate the Seller's obligation during the Funding Period to sell, assign, transfer, pledge or convey all Receivables with respect to the Mortgage Loans included in the Securitization Trusts.

On each subsequent Funding Date during the Funding Period, the Depositor shall sell and/or contribute to the Issuer and the Issuer shall acquire from the Depositor, in accordance with the procedures and subject to the terms and conditions set forth herein and in the Indenture, (1) the Additional Receivables acquired by the Depositor on such Funding Date and (2) all moneys due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of the Seller to enforce such Additional Receivables under each Servicing Contract.

(c)The purchase price payable by the Depositor for any sale of any Receivable to the Depositor hereunder is the Aggregate Value thereof. The purchase price for any Receivable shall be paid by the Depositor to the Seller in accordance with this Section 2.01.

Any reference to the sale, transfer, conveyance or contribution of any Receivable hereunder shall be deemed to also include a reference to a sale, transfer, conveyance or contribution of all rights of the Seller or the Depositor, as applicable, to enforce such Receivables under each Servicing Contract.

(d)Subject to the satisfaction of the Funding Conditions on each Funding Date, the Issuer shall transfer to the Depositor or accept as a capital contribution, or any combination thereof, an amount equal to the Aggregate Value in respect of the Initial Receivables sold on the Initial Funding Date and deliver to the Depositor the Trust Certificates or Additional Receivables sold on each subsequent Funding Date, as applicable, in accordance with Section 7.01 of the Indenture and the Depositor shall pay to the Seller the Aggregate Value in respect of the Initial Receivables sold on the Initial Funding Date and deliver or Additional Receivables sold on each subsequent Funding Date, as applicable, in accordance the terms hereof.

(e)The Aggregate Value with respect to any Receivables transferred to the Depositor shall be paid by the Depositor to the Seller as follows:

(i)first, by delivery of the cash in immediately available funds, to the extent of funds available to Depositor (from amounts made available to the Issuer pursuant to the Indenture or with the proceeds of any fundings under any Note and, in each case, transferred to the Depositor);

(ii) second, with the proceeds of a subordinated revolving loan from the Seller to the Depositor (a “Subordinated Loan”) in an amount not to exceed the remaining unpaid portion of the related Aggregate Value (such proceeds, the “Subordinated Loan Proceeds”); and

(iii) third, by accepting a contribution to its capital from the Seller in an amount equal to the remaining unpaid balance of such purchase price therefor.

Subject to the limitations set forth in this Section 2.01(e), the Agent, on behalf of the Depositor, shall request borrowings under the Subordinated Loan with respect to each purchase by the Depositor of Receivables during the Funding Period to the extent necessary to make the payments set forth in Sections 2.01(a) through (e) hereof in connection with purchases of the Initial Receivables and the Additional Receivables, and the Seller irrevocably agrees to advance such amounts under the Subordinated Loan so requested; provided however, that the Depositor may not make any borrowing under the Subordinated Loan unless at the time of (and immediately after) each such borrowing thereunder, (i) the Depositor's total assets exceed its total liabilities both before and after the sale transaction, (ii) the Depositor's cash on hand is sufficient to satisfy all of its current obligations, (iii) the Depositor is adequately capitalized at a commercially reasonable level and (iv) the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinate Loan and Subordinated Note is adequate. The Subordinated Loan shall

5

be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note. The Seller is hereby authorized by the Depositor to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of the Depositor thereunder.  The Seller shall record in its books and records all increases in and payments in reduction of the outstanding principal amount of the Subordinated Note.

The excess of (i) the Aggregate Value of the Initial Receivables or Additional Receivables sold and/or contributed on the Initial Funding Date or any subsequent Funding Date over (ii) the amounts paid in immediately available funds with respect to such Initial Receivables or Additional Receivables sold and/or contributed on the Initial Funding Date or such subsequent Funding Date shall be a capital contribution by the Depositor to the Issuer. The Aggregate Receivables at any time of determination shall consist of the Initial Receivables and the Additional Receivables sold and/or contributed to the Issuer prior to such time of determination.

(f) With respect to Legacy Deferred Servicing Fees and Servicing Advances, one (1) Business Day prior to each Funding Date on which Additional Note Balances are to be purchased or the Initial Note Balance is to be purchased (or, on the Closing Date, to the extent the Initial Funding Date is on the Closing Date), by no later than 12:00 PM Eastern time and, with respect to Delinquency Advances, by no later than 10:00 AM Eastern time (or, in the case of a Delinquency Advance to be made on such Funding Date, such other time as the Servicer, the Seller, the Agent and the Indenture Trustee may mutually agree) on each Funding Date on which the Initial Note Balance or any Additional Note Balances are to be purchased (or, on the Closing Date, to the extent the Initial Funding Date is on the Closing Date), the Seller shall deliver to the Depositor and the Depositor shall deliver to the Issuer, with copies to the Agent and the Indenture Trustee, a funding notice (such notice, the “Funding Notice”) and a bill of sale (the “Bill of Sale”), in substantially the forms annexed as Exhibits B and C hereto, respectively, with respect to the Receivables to be sold and/or contributed on such Funding Date.

(g) Subject to the limitations on the making of Subordinated Loans set forth herein, on any Funding Date, the Seller may elect to sell and/or contribute all Receivables to the Depositor in exchange for Subordinated Loan Proceeds or by making a contribution of any such Receivables to the capital of the Depositor without payment of any portion of the Aggregate Value in immediately available funds by the Depositor, and the Depositor may simultaneously contribute such Receivables to the Issuer, if the Seller and the Depositor determine that such actions are in their best interests (such action, a “Non-Funding Election”); provided that, on the related Funding Date, the Seller shall notify the Variable Funding Noteholders, the Agent and the Indenture Trustee of such Non-Funding Election.

Section 2.02.     Closing

The closing (the “Closing”) of this Agreement, upon and concurrent with the closing under the Note Purchase Agreement, shall take place at 2:00 PM at the offices of SNR Denton US LLP, 1221 Avenue of the Americas, New York, New York 10020 on June 26, 2012, or if the conditions precedent to closing set forth in Article III of this Agreement shall not have been satisfied or waived by such date, as soon as practicable after such conditions shall have been satisfied or waived, or at such other time, date and place as the parties shall agree upon (the date of the Closing being referred to herein, the “Closing Date”).

Section 2.03. Seller's Acknowledgment and Consent to Assignment

Seller hereby acknowledges that the Depositor has assigned to the Issuer and the Issuer has Granted to the Indenture Trustee, on behalf of the Secured Parties, the rights of the Depositor and the Issuer as purchasers under this Agreement, including, without limitation, the right to enforce the obligations of the Seller hereunder. The Seller hereby consents to such assignment by the Depositor and Grant in the Indenture by the Issuer to

6

the Indenture Trustee, on behalf of the Secured Parties, and agrees to remit the Repurchase Price in respect of any repurchased Receivable directly to the Reimbursement Account as provided for in Section 6.02 hereof. The Seller acknowledges that the Indenture Trustee, on behalf of the Secured Parties, shall be a third party beneficiary in respect of the representations, warranties, covenants, rights and benefits arising hereunder that are so Granted by the Issuer. The Seller hereby authorizes the Issuer and the Indenture Trustee, as the Issuer's assignee, on behalf of the Seller, to execute and deliver such documents or certificates as may be necessary in order to enforce its rights to or collect under the Receivables at any time that an Early Amortization Event has occurred and is continuing. The Seller hereby agrees to be bound by and perform all of the covenants and obligations of the Seller and the Servicer set forth in the Indenture.

ARTICLE III.

CONDITIONS PRECEDENT TO CLOSING

Section 3.01. Closing Subject to Conditions Precedent

The Closing is subject to the satisfaction at the time of the Closing of the following conditions (any or all of which may be waived by the Issuer, with the consent of the Agent, in its sole discretion):

(a)Performance by the Seller and the Depositor. All the terms, covenants, agreements and conditions of the Transaction Documents to be complied with and performed by the Seller and the Depositor on or before the Closing Date shall have been complied with and performed in all material respects.

(b)Representations and Warranties. Each of the representations and warranties of the Seller and the Depositor made in the Transaction Documents shall be true and correct in all material respects as of the Closing Date (except to the extent they expressly relate to an earlier or later time).

(c)Officer's Certificate. The Agent and the Indenture Trustee shall have received in form and substance reasonably satisfactory to the Agent and its counsel an Officer's Certificate from the Seller and the Depositor, dated the Closing Date, certifying to the satisfaction of the conditions set forth in the preceding paragraphs (a) and (b).

(d)Opinions of Counsel to the Seller, the Depositor and the Servicer. Counsel to the Seller, the Depositor and the Servicer shall have delivered to the Agent and the Indenture Trustee favorable opinions as to matters described in Section 4.01 of the Note Purchase Agreement, dated the Closing Date and reasonably satisfactory in form and substance to the Agent and its counsel.

(e)Filings and Recordations. As of the Closing Date, the Agent and the Indenture Trustee shall have received evidence reasonably satisfactory to the Agent of (i) the completion of all recordings, registrations and filings as may be necessary or, in the reasonable opinion of the Agent, desirable to perfect or evidence the transfer by the Seller to the Depositor of the Seller's ownership interest in the Aggregate Receivables and the proceeds thereof and the assignment by the Depositor to the Issuer of the Depositor's ownership interest in the Aggregate Receivables and the proceeds thereof and (ii) the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Agent, desirable to perfect or evidence the Grant of a first priority perfected security interest in the Issuer's ownership interest in the Trust Estate, in favor of the Indenture Trustee, subject to no Liens prior to the Lien created by the Indenture.

(f)Documents. The Agent and the Indenture Trustee shall have received a duly executed counterpart of this Agreement (in a form acceptable to the Agent), each of the other Transaction Documents (other than any Hedge Agreement) and each and every document or certification delivered by the Seller and the Depositor in connection with this Agreement or any other such Transaction Document, and each such document shall be in full force and effect.

(g)Actions or Proceedings. No action, suit, proceeding or investigation by or before any

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Governmental Authority shall have been instituted to restrain or prohibit the consummation of, or to invalidate, any of the transactions contemplated by the Transaction Documents and the documents related thereto in any material respect.

(h)Approvals and Consents. All Governmental Actions of all Governmental Authorities required to consummate the transactions contemplated by the Transaction Documents and the documents related thereto shall have been obtained or made.

(i)Fees, Costs and Expenses. The invoiced fees, costs and expenses payable by the Seller pursuant to Section 9.02 hereof and any other Transaction Document shall have been paid; including, but not limited to, the Facility Fee payable to the Agent in accordance with the terms and provisions of the Fee Side Letter.

(j)Servicing Documents. The Seller and the Depositor shall have furnished to the Agent and the Indenture Trustee (i) with respect to each Securitization Trust listed on a schedule to the Indenture on the date hereof, each of the Servicing Contracts and all material amendments and waivers thereto, (ii) with respect to each Subserviced Securitization Trust, (1) the Subservicing Agreement, and (2) a copy of a power of attorney (in form and substance reasonably satisfactory to the Agent) provided by the MSR Sellers to Nationstar permitting Nationstar to act in the name of the MSR Sellers to recover any Delinquency Advance, Servicing Advance or Legacy Deferred Servicing Fee from the related Securitization Trustee or successor servicer and (iii) a certification that each Mortgagor has been instructed to remit all payments payable by such Mortgage pursuant to the related Mortgage Loan to a blocked account controlled by Nationstar.

(k)Verification Agent. The Seller shall have engaged the Verification Agent pursuant to the Verification Agent Letter.

(l)Aurora Transaction. The fees and expenses payable pursuant to the terms and provisions of that certain Commitment Letter, dated as of March 4, 2012, by and between Nationstar and Wells Fargo Securities, LLC (“Wells Fargo”), shall have been paid. In addition, the Agent and the Indenture Trustee shall have received (in form and substance reasonably satisfactory to the Agent and its counsel) an Officer's Certificate from Nationstar, dated as of the Closing Date, certifying: (i) to the consummation and effectiveness of the transactions contemplated under the Asset Purchase Agreement, without any modifications or amendments thereto or consents or waivers that are material and adverse to the interests of Wells Fargo, or have not previously been consented to in writing by Wells Fargo; (ii) that there has not occurred any event, occurrence or development since the date of the Commitment Letter that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect (as defined in the Asset Purchase Agreement); (iii) that the terms and conditions of any additional advance and/or servicing rights financing facilities with respect to the pooling and servicing agreements set forth in the Asset Purchase Agreement have closed or are closing substantially simultaneously with the closing and initial funding under the Indenture; (iv) that there has not occurred any material adverse change in the condition of Nationstar, financial or otherwise, either as a whole or with respect to the value of the Receivables; and (v) there has occurred no breach of any of the representations made by Nationstar pursuant to the Asset Purchase Agreement, to the extent that Nationstar has the right to terminate its obligations under the Asset Purchase Agreement as a result of a breach of such representations in the Asset Purchase Agreement.

(m)MSR Transfer Evidence. On or prior to the Closing Date, the Seller shall have delivered to the Agent the MSR Transfer Evidence with respect to all Securitization Trusts on Schedule I-A, Schedule I-B, Schedule II, Schedule III and Schedule VII of the Indenture as of the Closing Date. Prior to the date on which a Securitization Trust is added to any of Schedule I-A, Schedule I-B, Schedule II or Schedule III to the Indenture, the Seller shall have delivered to the Agent the MSR Transfer Evidence with respect to such Securitization Trust.

(n)Other Documents. The Seller and the Depositor shall have furnished to the Agent and the Indenture Trustee such other opinions, information, certificates and documents as the Agent may reasonably request.

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If any condition specified in this Section 3.01 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Issuer by notice to the Depositor and the Seller and by the Depositor by notice to the Seller and the Issuer at any time at or prior to the Closing Date, and the Issuer or Depositor, as applicable, shall incur no liability as a result of such termination.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE ISSUER

Section 4.01. Representations and Warranties

The Issuer hereby makes the following representations and warranties on which the Seller and the Depositor are relying in executing this Agreement and selling and/or contributing the Aggregate Receivables:

(a)Organization. The Issuer is a statutory trust duly formed and validly existing in good standing under the laws of the State of Delaware and is duly qualified to do business and is in good standing in each jurisdiction in which such qualification is necessary in order to perform its obligations under this Agreement and the other Transaction Documents to which it is a party.

(b)Power and Authority. The Issuer has all requisite trust power and authority and has all material governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being conducted and to execute and deliver and perform its obligations under this Agreement.

(c)Authorization of Transaction. All appropriate and necessary action has been taken by the Issuer to authorize the execution and delivery of this Agreement and all other Transaction Documents to which it is a party, and to authorize the performance and observance of the terms hereof and thereof.

(d)Agreement Binding. This Agreement and each of the other Transaction Documents to which the Issuer is a party constitute the legal, valid and binding obligation of the Issuer enforceable against it in accordance with their terms except as may be limited by laws governing insolvency or creditors' rights or by rules of equity. The execution, delivery and performance by the Issuer of this Agreement and the other Transaction Documents to which the Issuer is a party will not violate any provision of law, regulation, order or other governmental directive, or conflict with, constitute a default under, or result in the breach of any provision of any material agreement, ordinance, decree, bond, indenture, order or judgment to which the Issuer is a party or by which it or its properties is or are bound.

(e)Consents. All licenses, consents and approvals required from, and all registrations and filings required to be made by the Issuer, with any governmental or other public body or authority for the making and performance by the Issuer of this Agreement and the other Transaction Documents to which it is a party have been obtained and are in effect.

(f)Organizational Information. The Issuer's Federal Tax ID Number is as follows: 38-7040164.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR

Section 5.01. Representations and Warranties

The Depositor hereby makes the following representations and warranties on which the Issuer and the Seller are relying in executing this Agreement. The representations are made as of the execution and delivery of this Agreement, and as of each date of conveyance of any Receivables. Such representations and warranties shall survive the sale of any Aggregate Receivables to the Depositor and are as follows:

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(a)Organization. The Depositor is a limited liability company duly formed and validly existing in good standing under the laws of the state of Delaware and is duly qualified to do business and is in good standing in each jurisdiction in which such qualification is necessary, except where the failure to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on (i) the business, operations or financial condition of (A) the Depositor or (B) the Depositor and its Affiliates taken as a whole or (ii) the validity or enforceability of this Agreement or any of the other Transaction Documents to which the Depositor is a party or the rights or remedies of the Seller, the Issuer or the Indenture Trustee hereunder or thereunder or (iii) the ability of the Depositor to perform its obligations under this Agreement or (iv) the enforceability or recoverability of any of the Aggregate Receivables or (v) the status of all Receivables conveyed under this Agreement being free and clear of all liens (other than Permitted Liens) (any of (i) through (v), a “Depositor Material Adverse Effect”).

(b)Power and Authority. The Depositor has all requisite power and authority and has all material governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being conducted and to execute and deliver and perform its obligations under this Agreement and any other Transaction Document to which it is a party and, except to the extent not necessary in order to execute and deliver and perform its obligations under this Agreement and any other Transaction Document to which it is a party, to own its assets and carry on its business as now being conducted.

(c)Authorization of Transaction. All appropriate and necessary action has been taken by the Depositor to authorize the execution and delivery of this Agreement and all other Transaction Documents to which it is a party, and to authorize the performance and observance of the terms hereof and thereof.

(d)Agreement Binding. This Agreement and each of the other Transaction Documents to which the Depositor is a party constitute the legal, valid and binding obligation of the Depositor, enforceable in accordance with their terms except as may be limited by laws governing insolvency or creditors' rights or by rules of equity.

(e)No Violations or Conflicts. The execution, delivery and performance by the Depositor of this Agreement and the other Transaction Documents to which the Depositor is a party will not violate any provision of law, regulation, order or other governmental directive, or conflict with, constitute a default under, or result in the breach of any provision of any material agreement, ordinance, decree, bond, indenture, order or judgment to which the Depositor is a party or by which it or its properties is or are bound.

(f)Compliance with Law. The Depositor is conducting its business and operations in compliance with all applicable laws, regulations, ordinances and directives of governmental authorities, except where the failure to comply would not reasonably be expected to have a Depositor Material Adverse Effect. The Depositor has filed all tax returns required to be filed and has paid all taxes in respect of the ownership of its assets or the conduct of its operations prior to the date after which penalties attach for failure to pay, except to the extent that the payment or amount of such taxes is being contested in good faith by it in appropriate proceedings and adequate reserves have been provided for the payment thereof.

(g)Consents. All licenses, consents and approvals required from and all registrations and filings required to be made by the Depositor with any governmental or other public body or authority for the making and performance by the Depositor of this Agreement and the other Transaction Documents to which it is a party have been obtained and are in effect.

(h)Litigation. There is no action, suit or proceeding at law or in equity by or before any court, governmental agency or authority or arbitral tribunal now pending or, to the knowledge of the Depositor, threatened against or affecting it which has a reasonable possibility of being determined adversely in a manner or amount that would have a Depositor Material Adverse Effect.

(i)Other Obligations. The Depositor is not in default in the performance, observance or fulfillment of any obligation, covenant or condition in any agreement or instrument to which it is a party or by which it is bound the result of which should reasonably be expected to have a Depositor Material Adverse Effect.

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(j)1940 Act. The Depositor is not required to be registered as an “investment company” and is not a company “controlled” by an investment company within the meaning of the 1940 Act.

(k)Solvency. The Depositor, both prior to and after giving effect to each sale and/or contribution of Aggregate Receivables on the Initial Funding Date or on any Funding Date thereafter (i) is not, and will not be, “insolvent” (as such term is defined in § 101(32)(A) of the Bankruptcy Code), (ii) is, and will be, able to pay its debts as they become due, and (iii) does not have unreasonably small capital for the transactions contemplated in the Transaction Documents.

(l)Full Disclosure. No document, certificate or report furnished by or on behalf of the Depositor, in writing, pursuant to this Agreement, any other Transaction Document or in connection with the transactions contemplated hereby or thereby contains or will contain when furnished any untrue statement of a material fact. There are no facts relating to and known by the Depositor, which when taken as a whole, materially adversely affect the financial condition or assets or business of the Depositor, or which should reasonably be expected to impair the ability of the Depositor to perform its obligations under this Agreement or any other Transaction Document, which have not been disclosed herein or in the certificates and other documents furnished by or on behalf of the Depositor pursuant hereto or thereto. All books, records and documents delivered by the Depositor in connection with the Transaction Documents are and will be true, correct and complete.

(m)ERISA. All Plans maintained by the Depositor or any of its Affiliates are in substantial compliance with all applicable laws (including ERISA).

(n)Fair Market Value and Fair Consideration. The Depositor is receiving fair consideration and reasonably equivalent value in exchange for any sales of Receivables to the Issuer under this Agreement.

(o)Bulk Transfers. No sale, contribution, transfer, assignment or conveyance of Aggregate Receivables by the Depositor to the Issuer contemplated by this Agreement will be subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.

(p)Name. The legal name of the Depositor is as set forth in this Agreement and the Depositor does not have any trade names, fictitious names, assumed names or “doing business” names.

(q)Organizational Information. The Depositor's Federal Tax ID Number is as follows: 30-0736557.

(r)Chief Executive Office. On the date of this Agreement, Depositor's chief executive office and principal place of business is located at 350 Highland Drive, Lewisville, Texas 75067.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF THE SELLER

Section 6.01.Representations and Warranties

The Seller hereby makes the following representations and warranties on which the Depositor and the Issuer are relying in accepting the Aggregate Receivables and executing this Agreement. The representations are made as of the execution and delivery of this Agreement, and as of each date of conveyance of any Receivables. Such representations and warranties shall survive the sale of any Aggregate Receivables to the Depositor and are as follows:

(a)Organization. The Seller is a limited liability company duly formed and validly existing in good standing under the laws of the state of Delaware and is duly qualified to do business and is in good standing in each jurisdiction in which such qualification is necessary, except where the failure to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on (i) the business, operations or financial condition of (A) the Seller or (B) the Seller

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and its Affiliates taken as a whole or (ii) the validity or enforceability of this Agreement or any of the other Transaction Documents or the rights or remedies of the Depositor, the Issuer or the Indenture Trustee hereunder or thereunder or (iii) the ability of the Seller to perform its obligations under this Agreement or (iv) the enforceability or recoverability of any of the Aggregate Receivables or (v) the status of all Receivables conveyed under this Agreement being free and clear of all Liens (other than Permitted Liens) (any of (i) through (v), a “Seller Material Adverse Effect”).

(b)Power and Authority. The Seller has all requisite limited liability company power and authority and has all material governmental licenses, authorizations, consents and approvals necessary to execute and deliver and perform its obligations under this Agreement and any other Transaction Document to which it is a party and, except to the extent not necessary in order to execute and deliver and perform its obligations under this Agreement and any other Transaction Document to which it is a party, to own its assets and carry on its business as now being conducted.

(c)Authorization of Transaction. All appropriate and necessary action has been taken by the Seller to authorize the execution and delivery of this Agreement and all other Transaction Documents to which it is a party, and to authorize the performance and observance of the terms hereof and thereof.

(d)Agreement Binding. This Agreement and each of the other Transaction Documents to which the Seller is a party constitute the legal, valid and binding obligation of the Seller enforceable in accordance with their terms except as may be limited by laws governing insolvency or creditors' rights or by rules of equity.

(e)No Violations or Conflicts. The execution, delivery and performance by the Seller of this Agreement and the other Transaction Documents to which the Seller is a party will not violate any provision of law, regulation, order or other governmental directive, or conflict with, constitute a default under, or result in the breach of any provision of any agreement, ordinance, decree, bond, indenture, order or judgment to which the Seller is a party or by which it or its properties is or are bound.

(f)Compliance with Law. The Seller is conducting its business and operations in compliance with all applicable laws, regulations, ordinances and directives of governmental authorities, except where the failure to comply would not reasonably be expected to have a Seller Material Adverse Effect. The Seller has filed all tax returns required to be filed and has paid all taxes in respect of the ownership of its assets or the conduct of its operations prior to the date after which penalties attach for failure to pay, except to the extent that the payment or amount of such taxes is being contested in good faith by it in appropriate proceedings and adequate reserves have been provided for the payment thereof.

(g)Consents. All licenses, consents and approvals required from and all registrations and filings required to be made by the Seller with any governmental or other public body or authority for the making and performance by the Seller of this Agreement and the other Transaction Documents to which it is a party have been obtained and are in effect.

(h)Litigation. There is no action, suit or proceeding at law or in equity by or before any court, governmental agency or authority or arbitral tribunal now pending or, to the knowledge of the Seller, threatened against or affecting it which has a reasonable possibility of being determined adversely in a manner or amount that would reasonably be expected to have a Seller Material Adverse Effect.

(i)Other Obligations. The Seller is not in default in the performance, observance or fulfillment of any obligation, covenant or condition in any agreement or instrument to which it is a party or by which it is bound the result of which should reasonably be expected to have a Seller Material Adverse Effect.

(j)1940 Act. The Seller is not required to be registered as an “investment company” and is not a company “controlled” by an investment company within the meaning of the 1940 Act.

(k)Solvency. The Seller, both prior to and after giving effect to each sale of Aggregate Receivables on the Initial Funding Date or on any Funding Date thereafter (i) is not, and will not be, “insolvent” (as such term is defined in § 101(32)(A) of the Bankruptcy Code), (ii) is, and will be, able to pay its debts as they become due, and (iii) does not have unreasonably small capital for the business in which it

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is engaged or for any business or transaction in which it is about to engage.

(l)Full Disclosure. No document, certificate or report furnished by or on behalf of the Seller or the Servicer, in writing, pursuant to this Agreement, any other Transaction Document or in connection with the transactions contemplated hereby or thereby contains or will contain when furnished any untrue statement of a material fact. There are no facts relating to and known by the Seller, which when taken as a whole, materially adversely affect the financial condition or assets or business of the Seller or the Servicer, or which should reasonably be expected to impair the ability of the Seller or the Servicer to perform its obligations under this Agreement or any other Transaction Document or Servicing Contract, which have not been disclosed herein or in the certificates and other documents furnished by or on behalf of the Seller or the Servicer pursuant hereto or thereto. All books, records and documents delivered by the Seller in connection with the Transaction Documents are and will be true, correct and complete. Schedule X to the Indenture sets forth a true and correct list of the MSR Transfer Evidence required with respect to each Securitization Trust.

(m)ERISA. All Plans maintained by the Seller or any of its Affiliates are in substantial compliance with all applicable laws (including ERISA).

(n)Fair Market Value and Fair Consideration. The Seller is receiving fair market value and reasonably equivalent value in exchange for any sales of Receivables to the Depositor under this Agreement.

(o)Bulk Transfers. No sale, contribution, transfer, assignment or conveyance of Aggregate Receivables by the Seller to the Depositor contemplated by this Agreement will be subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.

(p)Name. The legal name of the Seller is as set forth in this Agreement and the Seller does not have any trade names, fictitious names, assumed names or "doing business" names other than the “doing business” name “Champion Mortgage Company”.

(q)Organizational Information. The Seller's Federal Tax ID Number is as follows: 75-2921540.

(r)Chief Executive Office. On the date of this Agreement, Seller's chief executive office and principal place of business is located at 350 Highland Drive, Lewisville, Texas 75067.

(s)Repayment of Receivables. The Seller has no reason to believe that at the time of the sale of any Receivables to the Depositor pursuant hereto, such Receivables will not be paid in full.

(t)Reimbursement Amounts. The Seller has not waived or forgiven any obligation of a Mortgagor to repay any Delinquency Advance or Servicing Advance.

(u)Aggregate Receivables. As of the Initial Funding Date with respect to the Initial Receivables and as of the related Funding Date with respect to the Additional Receivables, as applicable:

i. Each Initial Receivable and Additional Receivable is payable in United States dollars. Each Additional Receivable has been created pursuant to and in accordance with the terms of the related Servicing Contract, in accordance with the Seller's customary procedures with respect to the applicable Securitization Trust and in the ordinary course of business of the Seller.

ii. The sale to the Depositor and the sale and/or contribution to the Issuer of the rights to reimbursement for the Delinquency Advances, Servicing Advances and Legacy Deferred Servicing Fees under each Securitization Trust, and the assignment and Grant thereof to the Indenture Trustee, does not violate the terms of the related Servicing Contract or any other material document or agreements to which the Seller is a party or to which its assets or properties are subject.

iii. No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the Depositor or by the Depositor to any other Person other than the Issuer. Immediately prior to the transfer and assignment herein contemplated, the Seller was the sole owner with respect to each such

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Receivable, and had the right to transfer and sell such Receivable, free and clear of all Liens and rights of others other than Permitted Liens; immediately upon the transfer and assignment thereof, the Issuer shall own all of such interest in and to such Receivable, free and clear of all Liens and rights of others (other than Permitted Liens).

iv. Seller has not taken any action that, or failed to take any action the omission of which, would materially impair the rights of the Depositor, the Issuer, the Indenture Trustee (or any Secured Party) with respect to any such Receivable

v. No such Receivable has been identified by the Seller or reported to the Seller as having resulted from fraud perpetrated by any Person with respect to such Receivable.

vi. All filings (including UCC filings) necessary in any jurisdiction to perfect the transfers and assignments herein contemplated, and solely in the event that any of the transfers contemplated hereby were to be recharacterized as a pledge or secured loan from the Depositor to the Seller and an assignment thereof from the Depositor to the Issuer rather than absolute sales or contributions, or combinations thereof, to perfect the Depositor's and the Issuer's respective security interests in the Aggregate Receivables that are prior, as applicable, to any other interest held or to be held by any other Person (except the Indenture Trustee on behalf of the Secured Parties), have been made.

vii. Such Receivable constitutes a “general intangible” within the meaning of Section 9-102(a)(42) of the UCC or a “payment intangible” within the meaning of Section 9-102(a)(61) of the UCC; no Receivable is secured by “real property” or “fixtures” or evidenced by an “instrument” as such quoted terms are used for purposes of creating and perfecting a security interest under the Relevant UCC.

viii. Each such Receivable is reimbursable pursuant to the related Servicing Contract. There is no valid and enforceable offset, defense or counterclaim to the obligation of the related Securitization Trust to make payment of any such Receivable.

ix. Each such Receivable is entitled to be paid, has not been repaid in whole or been compromised, adjusted (except by partial payment), extended, satisfied, subordinated, rescinded, amended or modified, and is not subject to compromise, adjustment, extension, satisfaction, subordination, rescission, set-off, counterclaim, defense, amendment or modification by the Seller.

x. No such Receivable includes amounts payable as a result of accounting or other errors, or the failure to deposit funds or the misapplication of funds by the Servicer.

xi. No such Receivable has been identified by the Seller as a Nonrecoverable Advance with respect to a Delinquency Advance or Servicing Advance, or, with respect to a Legacy Deferred Servicing Fee, nonrecoverable, for which reimbursement has not been sought from the Securitization Trust in accordance with the related Servicing Contract.

xii. The Initial Receivables shall constitute all of the outstanding Receivables with respect to the Securitization Trusts as of the Initial Funding Date except for Receivables repurchased by the Seller pursuant to Section 6.02 hereof or Section 2.19 of the Indenture. The Additional Receivables conveyed on any Funding Date constitute all of the Receivables related to Delinquency Advances and/or Servicing Advances with respect to the Securitization Trusts

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(other than the Initial Receivables), as of such Funding Date, not previously sold to the Depositor hereunder, except for Receivables repurchased by the Seller pursuant to Section 6.02 hereof or Section 2.19 of the Indenture. The Seller has not sold, assigned, transferred or conveyed, without the Agent's consent, the right to reimbursement for any Delinquency Advance, Servicing Advance or Legacy Deferred Servicing Fee with respect to the Securitization Trusts to any Person other than the Depositor.

xiii. Other than any Bottom of the Waterfall Advances or with respect to Securitization Trusts otherwise approved by the Agent (in its sole and absolute discretion), if the related Delinquency Advance or Servicing Advance becomes a Nonrecoverable Advance after the related Funding Date, or the related Legacy Deferred Servicing Fee becomes nonrecoverable after the related Funding Date, the related Servicing Contract provides for the reimbursement of such Delinquency Advance, Servicing Advance or Legacy Deferred Servicing Fee from the general collections of the Securitization Trust prior to any payments to related Securitization Trust certificateholders.

(xiv) Each Servicing Contract is in full force and effect and has not been amended or modified such that the Seller reasonably believes such amendment or modification has a material adverse effect on the Trust Estate or the interests of the Noteholders, and no party thereto, to the knowledge of the Seller, is in default thereunder; no Servicing Contract requires the Servicer to make Nonrecoverable Advances; each Servicing Contract requires reimbursement in full of all applicable Delinquency Advances, Servicing Advances and Legacy Deferred Servicing Fees in connection with any redemption of Securitization Trust certificates or termination of the Securitization Trust under such Servicing Contract prior to any payments to related Securitization Trust certificateholders; and, to the extent known to the Seller at the time of a material modification of a Mortgage Loan, all Delinquency Advances, Servicing Advances and Legacy Deferred Servicing Fees related to such Mortgage Loan are reimbursed in full upon such modification.

(i) None of the Receivables are related to Delinquency Advances, Servicing Advances or Legacy Deferred Servicing Fees reimbursed other than in accordance with the terms and provisions of the related Servicing Contacts

(ii) No Receivable relates to a “high-cost mortgage loan” or “higher-priced mortgage loan” (as such terms, or term of substantially similar import, are defined in Section 32 of the Truth in Lending Act (Regulation Z) or any corresponding law in effect in the state in which the related Mortgage Loan was originated).

(iii) All conditions to the transfer of servicing under each Servicing Contract to the Seller set forth in such Servicing Contract, if any, have been satisfied and the mortgage loan servicing rights relating to the Mortgage Loans held by the related Securitization Trust have been properly transferred, and all conditions to the transfer satisfied, from the applicable MSR Seller to Seller under the Asset Purchase Agreement.

(iv) Each Initial Receivable and each Additional Receivable is an Eligible Receivable on its Funding Date.

Section 6.02. Repurchase Upon Breach

. The Issuer, the Depositor, the Indenture Trustee or the Seller, as the case may be, shall inform the Issuer,

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the Depositor or the Seller (as applicable), the Agent and the Indenture Trustee promptly (but in no event later than two (2) Business Days following such discovery), in writing, upon the discovery of any breach of the Seller's or Depositor's representations and warranties hereunder. If any such representation or warranty pertains to a Receivable (including, but not limited to, the representations under Sections 5.01(a)(iv) and 6.01(a)(iv)), upon the direction of the Agent, unless such breach shall have been cured by the earlier of (i) the Funding Date immediately following the discovery of such breach by the Issuer, the Depositor or the Seller (as applicable), or (ii) thirty (30) days after the earlier to occur of (A) the discovery of such breach by the Issuer, the Depositor or the Seller (as applicable) or (B) receipt of written notice of such breach by the Issuer, the Depositor, the Agent, the Indenture Trustee or the Seller (as applicable), the Seller or the Depositor, as applicable, shall repurchase such Receivable from the Issuer at a price equal to the Repurchase Price for such Receivable. The Seller shall pay any Repurchase Price directly to the Indenture Trustee for deposit into the Reimbursement Account.

ARTICLE VII

INTENTION OF THE PARTIES; SECURITY INTEREST

Section 7.01. Intention of the Parties

It is the intention of the parties hereto that each transfer and assignment contemplated by this Agreement shall constitute an absolute sale or contribution, or combination thereof, of the related Receivables from the Seller to the Depositor and an absolute sale or contribution, or combination thereof, as applicable, of the related Receivables from the Depositor to the Issuer and that the related Receivables shall not be part of the Seller's or the Depositor's estate or otherwise be considered property of the Seller or the Depositor in the event of the bankruptcy, receivership, insolvency, liquidation, conservatorship or similar proceeding relating to the Seller or the Depositor or any of their property.

Except as set forth below, it is not intended that any amounts available for reimbursement of Receivables be deemed to have been pledged by the Seller to the Depositor or by the Depositor to the Issuer or the Indenture Trustee to secure a debt or other obligation of the Seller or the Depositor. In the event that (A) the transfer of Receivables by the Seller to the Depositor or by the Depositor to the Issuer is deemed by a court or applicable regulatory, administrative or other governmental body contrary to the express intent of the parties to constitute a pledge rather than a sale or contribution, or a combination thereof, of the Receivables, or (B) if amounts available now or in the future for reimbursement of any Receivables are held to be property of the Seller or the Depositor or a loan to the Seller or the Depositor, or (C) if for any reason this Agreement is held or deemed to be a financing or some other similar arrangement or agreement, then:

(i) this Agreement is and shall be a security agreement within the meaning of Articles 8 and 9 of the Relevant UCC;

(ii) the Issuer shall be treated as having a first priority, perfected security interest in and to, and lien on, the Receivables so transferred and assigned to the Issuer hereunder; and

(iii) the agreement of the Seller and the Depositor hereunder to sell, assign, convey and transfer the Receivables shall be a grant by the Seller to the Depositor and by the Depositor to the Issuer of a security interest in the Receivables Related Collateral (as defined below), in any case, whether now in existence or hereafter arising.

In furtherance of the foregoing, Seller does hereby grant to the Depositor and the Depositor does hereby grant to the Issuer, a security interest in all of the Seller's and Depositor's, as applicable, property and right (including the power to convey title thereto), title, and interest, whether now owned or hereafter acquired

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in and to the Aggregate Receivables, together with (A) all amounts payable now or in the future by or with respect to the Receivables, (B) any and all general intangibles consisting of, arising from or relating to any of the foregoing, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all such amounts from time to time held or invested in accounts maintained by or on behalf of the Seller, by or on behalf of the Securitization Trusts or by or on behalf of the Depositor, whether in the form of cash, instruments, securities or other property and (C) all moneys due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of the Seller to enforce such Receivables under each Servicing Contract (the “Receivables Related Collateral”). The possession by the Issuer or its agent of notes and such other goods, money, documents or such other items of property as constitute instruments, money, negotiable documents or chattel paper, in each case, which constitute any of the items described in the foregoing sentence, or proceeds thereof, shall be “possession by the secured party,” or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the Relevant UCC of any applicable jurisdiction; and notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of any such holder for the purpose of perfecting such security interest under applicable law.

Section 7.02.

Security Interest

(a) The Seller shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in (i) any of the Aggregate Receivables, (ii) the amounts reimbursable now or in the future by or with respect to the Securitization Trusts in respect of any of the Aggregate Receivables or (iii) the other property described above (including any and all Receivables Related Collateral), such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. The Seller shall execute such documents and instruments as the Depositor may reasonably request from time to time in order to effectuate the foregoing and shall return to the Depositor the executed copy of such documents and instruments. Without limiting the generality of the foregoing, the Depositor shall forward for filing, or shall cause to be forwarded for filing, at the expense of the Seller, all filings necessary to maintain the effectiveness of any original filings necessary under the Relevant UCC to perfect the Depositor's security interest described above, including without limitation (x) UCC continuation statements, and (y) such other statements as may be occasioned by (1) any change of name of the Seller or the Depositor (such preparation and filing shall be at the expense of the Depositor, if occasioned by a change in such party's name) or (2) any change of location of the jurisdiction of organization of the Seller.

(b) The Depositor shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in (i) any of the Aggregate Receivables, (ii) the amounts reimbursable now or in the future by or with respect to the Securitization Trusts in respect of any of the Aggregate Receivables or (iii) the other property described above (including any and all Receivables Related Collateral), such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. At the Issuer's direction, the Depositor shall execute such documents and instruments as the Issuer may reasonably request from time to time in order to effectuate the foregoing and shall return to the Issuer the executed copy of such documents and instruments. Without limiting the generality of the foregoing, the Issuer shall forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the Relevant UCC to perfect the Issuer's

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security interest described above, including without limitation (x) UCC continuation statements and (y) such other statements as may be occasioned by (1) any change of name of the Depositor or the Issuer (such preparation and filing shall be at the expense of the Issuer, if occasioned by a change in such party's name) or (2) any change in the jurisdiction of organization of the Depositor.

ARTICLE VIII

COVENANTS OF THE SELLER

Section 8.01. Information

The Seller shall furnish to the Depositor, the Issuer, the Indenture Trustee, the Calculation Agent, the Agent and the Secured Parties:

(a)such information (including, but not limited to, information pertaining to the condition or operations, financial or otherwise, of the Issuer, the Depositor, the Seller and the Servicer), documents, records or reports with respect to the Aggregate Receivables, the Securitization Trusts, the related Mortgage Loans, the transactions contemplated under the Transaction Documents, the Issuer, the Depositor, the Seller and the Servicer as the Issuer, the Depositor, the Indenture Trustee, the Calculation Agent, the Agent, the Noteholders or the Secured Parties may from time to time reasonably request;

(b)prompt notice of any Event of Default, Securitization Termination Event, Servicer Termination Event, Early Amortization Event or Funding Interruption Event under the Indenture, or any event known to the Seller which, with the passage of time or the giving of notice or both, would become an Event of Default, Securitization Termination Event, Early Amortization Event or Funding Interruption Event under the Indenture, including, but not limited to, information describing such event and, if applicable, the steps being taken, if any, with respect thereto;

(c)prompt written notice of a change in name, or address of the jurisdiction of organization of the Seller, the Depositor, or the Issuer;

(d)prompt notice of the occurrence of any Servicer Termination Event, any “event of default” or “trigger event” by the Servicer under any Servicing Contract (as such term or term of substantially similar import is defined in such Servicing Contract) without regard to whether such Servicer Termination Event or “event of default” has been cured or, with respect to any Related Servicing Contract related to a Subserviced Securitization Trust, any threatened termination in writing of the applicable MSR Seller, as servicer, by the related Securitization Trustee on account of a failure to satisfy any condition to transfer of servicing requiring rating agency confirmation with respect thereto;

(e)prompt notice of any change in any Servicing Contract that may reasonably be expected to materially affect the right to reimbursement for any Receivable within three (3) Business Days after the Seller receives notice thereof; and

(f)the information and reports required pursuant to Section 6.02 of the Indenture.

Section 8.02. Acknowledgment

Prior to the date on which a Securitization Trust is added to any of Schedule I-A, Schedule I-B, Schedule II or Schedule III to the Indenture, the Seller shall have obtained the consent of the Securitization Trustee of such Securitization Trust or seek acknowledgment of receipt of such Securitization Trustee's notice, in each case as required under the applicable Servicing Contract, that the Seller intends to enter into an “Advance Facility” (as such term or term of substantially similar import is defined in each Servicing Contract), whereby the Seller will sell and assign the Receivables to the Depositor, following which the Depositor will sell and/or contribute to the Issuer, who will pledge and assign such Receivables to the Indenture Trustee, acting on behalf of the Noteholders, as an “Advance Financing Person” (as such term or term of substantially similar import is defined in each Servicing Contract), and that the Transaction Documents shall constitute such “Advance Facility”.

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Section 8.03. Access to Information

(a)The Seller shall, at any time and from time to time during regular business hours, or at such other reasonable times upon reasonable notice to the Seller permit the Depositor, the Issuer, the Indenture Trustee, the Agent, the Variable Funding Noteholders or their agents or representatives, at the Seller's expense; provided, however, (i) to the extent the Agent, the Variable Funding Noteholders or their agents exercise their rights under this Section 8.03(a) more than twice in any given calendar year, any expense incurred in connection with the exercise of such rights shall be subject to the approval of the Seller and (ii) any expense incurred in connection with the exercise of such rights in excess of $5,000 per calendar year shall be subject to the approval of the Seller; provided, further, the limitations set forth in this Section 8.03 shall be in addition to and in no way affect the terms and provisions of the Verification Agent Letter or Section 9.04; provided, further, that, no such limitations shall apply after an Event of Default or an Early Amortization Event, but only so long as that does not unreasonably interfere with the Seller's conduct of its business:

i. to examine all books, records and documents (including computer tapes and disks) in the possession or under the control of the Seller relating to the Aggregate Receivables or the Transaction Documents as may be requested;

ii. to visit the offices and property of the Seller for the purpose of examining such materials described in clause (i) above; and

iii. to conduct verification procedures alongside the Verification Agent, including access to the appropriate servicing personnel of the Seller.

Section 8.04. Ownership and Security Interests; Further Assurances

. The Seller will take all action necessary to maintain the Indenture Trustee's security interest in the Receivables and the other items pledged to the Indenture Trustee pursuant to the Indenture.

The Seller agrees to take any and all acts and to execute any and all further instruments reasonably necessary or requested by the Depositor, the Issuer, the Indenture Trustee, the Agent or the holders of 66 2/3% of the Commitments of the Variable Funding Notes to more fully effect the purposes of this Agreement.

Section 8.05. Covenants

The Seller shall duly observe and perform each of its covenants set forth in each of the Transaction Documents to which it is a party. The Seller in its capacity as Servicer shall duly observe and perform each of its covenants set forth in each Servicing Contract, and hereby covenants to pay within ten (10) days of its receipt of any invoice therefor by the Depositor, the Issuer, the Indenture Trustee, the Calculation Agent or the Agent all of the reasonable out-of-pocket costs and expenses incurred in connection with the administration of the transactions contemplated hereby, including, without limitation, all reasonable fees, disbursements and expenses of counsel to the Depositor, the Issuer, the Agent, the Indenture Trustee and the Calculation Agent. The Seller shall, promptly upon making its determination that a Delinquency Advance or Servicing Advance is a Nonrecoverable Advance, seek reimbursement for that advance in accordance with the related Servicing Contract.

The Seller hereby covenants that except for the sales hereunder, the Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any lien (other than Permitted Liens) on, any Receivable transferred hereunder, or any interest therein; and the Seller will defend the right, title and interest of the Issuer, as assignee of the Depositor, in, to and under the Receivables, against all claims of third parties claiming through or under the Seller.

Section 8.06. Assignment of Rights

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. Either (i) while an Event of Default has occurred and is continuing or (ii) in the absence of an Event of Default but only for the limited purpose of effecting buybacks for defective Receivables pursuant to Section 6.02, the Seller, the Depositor, and the Issuer hereby constitute and irrevocably appoint the Indenture Trustee, with full power of substitution and revocation, as the Seller's, the Depositor's and the Issuer's true and lawful agent and attorney-in-fact, with the power to the full extent permitted by law, to exercise with respect to the Receivables conveyed under this Agreement, all the rights, powers and remedies of an owner. The power of attorney granted pursuant to this Agreement and all authority hereby conferred are granted and conferred solely to protect the Secured Parties' respective interests in the Receivables and shall not impose any duty upon the Indenture Trustee to exercise any power. The Seller, the Depositor and the Issuer shall execute any documentation, including, without limitation, any powers of attorney and/or irrevocable proxies, requested by the Indenture Trustee to effectuate such assignment. The foregoing grant and assignment are powers coupled with an interest and are irrevocable.

ARTICLE IX

ADDITIONAL COVENANTS

Section 9.01. Further Assurances

The parties hereto will take all reasonable action necessary to obtain (and will cooperate with one another in taking such action to obtain) any consent, authorization, permit, license, franchise, order or approval of, or any exemption by, any Governmental Authority or any other Person, required to be obtained or made by it in connection with any of the transactions contemplated by this Agreement.

Section 9.02. Expenses.

(a)The Seller covenants that, whether or not the Closing takes place, except as otherwise expressly provided herein, all reasonable costs and expenses incurred by the Agent, the Calculation Agent or the Indenture Trustee in connection with this Agreement and the transactions contemplated hereby shall be paid by the Seller.

(b)Except as otherwise expressly set forth in the Indenture, the Seller covenants to pay as and when billed by the Depositor, the Issuer, the Indenture Trustee, the Calculation Agent, the Agent or any Variable Funding Noteholder all of the reasonable out-of-pocket costs and expenses incurred in connection with the consummation of the transactions contemplated hereby, including, without limitation, all reasonable fees, disbursements and expenses of counsel to the Depositor, the Issuer, the Agent, the Indenture Trustee, the Calculation Agent and the Variable Funding Noteholders.

Section 9.03. Mutual Obligations

On and after the Closing, each party hereto will do, execute and perform all such other acts, deeds and documents as one or more other parties may from time to time reasonably require in order to carry out the intent of this Agreement.

Section 9.04. Servicing Standards

At all times, the Seller, as Servicer shall, unless otherwise consented to by the Agent (the following collectively referred to in the Transaction Documents as the “Servicing Standards”):

(i)make Delinquency Advances and Servicing Advances, other than Nonrecoverable Advances, within the period required under the related Servicing Contract, unless the same is the result of inadvertence and is corrected on or prior to the related Distribution Date for the applicable Securitization Trust, and seek reimbursement for all Delinquency Advances and Servicing Advances made in accordance with the related Servicing Contract;

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(ii)apply the Advance Reimbursement Amount on a First In First Out (“FIFO”) basis;

(iii)identify on its systems the Issuer as the owner of each Delinquency Advance and Servicing Advance and that such Delinquency Advance or Servicing Advance has been pledged to the Indenture Trustee;

(iv)maintain systems and operating procedures necessary to comply with all the terms of the Transaction Documents, including but not limited to maintaining records and systems necessary to indicate cumulative recoveries on each category of Delinquency Advance and Servicing Advance;

(v)cooperate with the Verification Agent in its duties set forth in the Transaction Documents;

(vi)cooperate with the Calculation Agent and the Indenture Trustee in their respective duties set forth in the Transaction Documents;

(vii)with respect to all Delinquency Advances, agree to deposit the Advance Reimbursement Amount from the Collection Account of the related Securitization Trust directly to the Reimbursement Account on a daily basis not later than the second Business Day following receipt thereof and not deposit any such Advance Reimbursement Amounts at any time in the Servicer's own accounts;

(viii)with respect to all Servicing Advances, deposit the related Advance Reimbursement Amounts from the Payment Clearing Account or related Collection Account, as applicable, directly to the Reimbursement Account on a daily basis not later than the second Business Day following receipt thereof and not deposit any such Advance Reimbursement Amounts at any time in the Servicer's own accounts;

(ix) with respect to all Legacy Deferred Servicing Fees, deposit the related Advance Reimbursement Amounts from the Payment Clearing Account or related Collection Account, as applicable, directly to the Reimbursement Account on a daily basis not later than the second Business Day following receipt thereof and not deposit any such Advance Reimbursement Amounts at any time in the Servicer's own accounts;

(x)as it relates to Delinquency Advances on Mortgage Loans with Forbearance Agreements, continue the practice of reimbursing the oldest Delinquency Advance with any current payment received;

(xi)maintain, or cause to be maintained, accurate records with respect to the Mortgage Loans in each Securitization Trust reflecting the status of all Pool-Level Advances, Loan-Level Delinquency Advances (Non-Judicial States), Loan-Level Delinquency Advances (Judicial States), Corporate Advances (Non-Judicial States), Corporate Advances (Judicial States), Escrow Advances (Non-Judicial States), Escrow Advances (Judicial States), Legacy Deferred Servicing Fees (Judicial States) and Legacy Deferred Servicing Fees (Non-Judicial States) for such Securitization Trust, including the cumulative recoveries related to such Delinquency Advances, Servicing Advances and Legacy Deferred Servicing Fees;

(xii)service all Mortgage Loans related to all Securitization Trusts in accordance with the terms of the related Servicing Contract without regard to any ownership of any securities issued by the related Securitization Trust; and

(xiii)other than with respect to an amendment to a Servicing Contract executed in accordance with Section 9.11 hereof, not change the reimbursement mechanics of Delinquency Advances on any Securitization Trust from Pool-Level Advances to Loan-Level Delinquency Advances or from Loan-

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Level Delinquency Advances to Pool-Level Advances.

Section 9.05. Transfer of Servicing; Clean-up Call

a.Upon a transfer of servicing by the Seller as Servicer, the Seller shall either (i) immediately repurchase the related Receivables from the Issuer at a price equal to the Repurchase Price therefor or (ii) use commercially reasonable efforts to negotiate payment in full by the successor servicer of the aggregate Receivables Balance relating to the Aggregate Receivables; provided, however, that the Seller as Servicer shall not agree to any negotiated payment of such aggregate Receivables Balance by the successor servicer without the consent of the Agent.

b.With respect to each Subserviced Securitization Trust, the Seller shall continue to use commercially reasonable efforts to (i) satisfy the corporate requirements and other conditions precedent set forth in the Related Servicing Contract in order to cause the transfer of the primary servicing from the applicable MSR Seller to Nationstar, and (ii) deliver to the Agent all MSR Transfer Evidence with respect to such Subserviced Securitization Trust.

c.Upon the exercise of a clean-up call by the Seller, as Servicer, pursuant to the terms and provisions of a Servicing Contract, the Seller shall immediately repurchase the related Receivables from the Issuer at a price equal to the Repurchase Price therefor.

Section 9.06. Bankruptcy

The Seller shall not take any action in any capacity to file any bankruptcy, reorganization or insolvency proceedings against the Depositor or the Issuer, or cause the Depositor or the Issuer to commence any reorganization, bankruptcy or insolvency proceedings under any applicable state or federal law, including without limitation any readjustment of debt, or marshaling of assets or liabilities or similar proceedings. The Depositor shall not take any action in any capacity to file any bankruptcy, reorganization or insolvency proceedings against the Issuer, or cause the Issuer to commence any reorganization, bankruptcy or insolvency proceedings under any applicable state or federal law, including without limitation any readjustment of debt, or marshaling of assets or liabilities or similar proceedings. The Seller and the Depositor are not transferring and will not transfer any of the Receivables with intent to hinder, delay or defraud any Person.

Section 9.07. Legal Existence

. The Seller and the Depositor shall do or cause to be done all things necessary on their part to preserve and keep in full force and effect their existence as limited liability companies or corporations, as applicable, and the Issuer shall do or cause to be done all things necessary on its part to preserve and keep in full force and effect its existence as a Delaware statutory trust, and each of the Seller, the Depositor and the Issuer shall do or cause to be done all things necessary on their part to maintain each of their licenses, approvals, registrations or qualifications in all jurisdictions in which their ownership or lease of property or the conduct of their business requires such licenses, approvals, registrations or qualifications; except for failures to maintain any such licenses, approvals, registrations or qualifications which, individually or in the aggregate, would not have a Material Adverse Effect.

Section 9.08. Compliance With Laws

The Seller and the Depositor shall comply with all laws, rules and regulations and orders of any Governmental Authority applicable to the Seller and the Depositor, except where the failure to comply would not have a Material Adverse Effect.

Section 9.09. Taxes

The Seller and the Depositor shall pay and discharge all taxes, assessments and governmental charges or levies imposed upon the Seller and the Depositor, as applicable, or upon such party's income and profits, or

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upon any of such party's property or any part thereof, before the same shall become in default; provided, that the Seller and the Depositor shall not be required to pay and discharge any such tax, assessment, charge or levy so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the Seller and the Depositor shall have set aside on its books adequate reserves with respect to any such tax, assessment, charge or levy so contested, or so long as the failure to pay any such tax, assessment, charge or levy would not, individually or in the aggregate, have a Material Adverse Effect.

Section 9.10. No Liens, Etc. Against Receivables and Trust Property

Each of the Seller and the Depositor hereby covenants and agrees not to create or suffer to exist (by operation of law or otherwise) any Lien upon or with respect to any of the Aggregate Receivables or any of its interest therein, if any, or upon or with respect to any of its interest in any Account, or assign any right to receive income in respect thereof, other than Permitted Liens. Each of the Seller and the Depositor shall immediately notify the Indenture Trustee of the existence of any Lien on any of the Aggregate Receivables and shall defend the right, title and interest of each of the Depositor, the Issuer and the Indenture Trustee in, to and under the Aggregate Receivables, against all claims of third parties.

Section 9.11. Amendments to Servicing Contracts

The Seller, in its capacity as Servicer under the Servicing Contracts with respect to the Securitization Trusts, hereby covenants and agrees not to amend or agree to the amendment of any of the Servicing Contracts without providing ten (10) days prior written notice to the Agent and the Indenture Trustee (for subsequent distributions to Noteholders) (in each case, such written notice delivered by certified mail, return receipt requested) and, if such amendment has a material adverse effect on the Trust Estate or the interests of the Noteholders as determined by the Agent, without receipt of the prior written consent of the Agent and the Controlling Class Required Noteholders.  The Agent shall notify the Seller, in its capacity as Servicer, that it reasonably believes such amendment to have a material adverse effect on the Trust Estate within such ten (10) days of its receipt of the notice of the Seller of the applicable amendment; provided, however, that if no such notice is received by the Seller from the Agent within such ten (10) day period, the Agent will be deemed to have notified the Seller, in its capacity as Servicer, that it reasonably believes such amendment does not have a material adverse effect on the Trust Estate or the interests of the Noteholders at the expiration of such ten (10) days. Notwithstanding the foregoing, the Seller, in its capacity as Servicer under the Servicing Contracts with respect to the Securitization Trusts, may amend a Servicing Contract with the written consent of the Agent and the Controlling Class Required Noteholders.

Section 9.12. No Netting or Offsetting

The Seller, in its capacity as Servicer, shall collect and deposit gross collections with respect to the Securitization Trusts into the related Collection Accounts in accordance with the related Servicing Contracts, without netting, off-set or deduction from such collections or deposits for any purpose, with the exception of Servicing Compensation due and payable to the Servicer. The Seller shall make all Delinquency Advances and Servicing Advances out of its own funds without the utilization of any netting or offsetting of amounts in any account of the Securitization Trust, except as permitted under the Servicing Contracts with respect to amounts paid ahead by Mortgagors (or such substantially similar term as is used in each such Servicing Contract). The Seller shall repay any amounts borrowed with respect to amounts paid ahead by Mortgagors (or such substantially similar term as is used in each such Servicing Contract) pursuant to the terms and provisions of the Servicing Contracts.

Section 9.13. Books and Records

The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each, if applicable). The Seller shall maintain its computer records so that, from and after the time of the Granting of the security interest under the Indenture on the

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Receivables to the Indenture Trustee, the Seller's master computer records (including any back-up archives) that refer to any Receivables indicate clearly the interest of the Issuer in such Receivables and that the Receivable is owned by the Issuer and pledged to the Indenture Trustee on behalf of the Secured Parties.

The Depositor shall maintain (or cause to be maintained) accounts and records as to each Aggregate Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the interest of the Issuer in such Receivables and that the Receivable is owned by the Issuer and pledged to the Indenture Trustee on behalf of the Secured Parties.

Section 9.14. Verification Agent

Each of the Seller and the Depositor shall cooperate with the Verification Agent and shall allow the Verification Agent access to its books, records, computer system and employees during ordinary business hours upon reasonable notice and, subject to the terms of the Verification Agent Letter, shall allow the Verification Agent to review all collections and to make copies of any books, records and documents requested by the Verification Agent, but solely to the extent such items and review relate to the Aggregate Receivables and the obligations of the Seller, the Servicer and the Depositor under the Transaction Documents and the Servicing Contracts for the Securitization Trusts.

Section 9.15. Exclusive

The Initial Receivables to be sold to the Depositor and to be sold and/or contributed from the Depositor to the Issuer on the Initial Funding Date shall consist of all of the Receivables with respect to the Securitization Trusts outstanding as of the Initial Funding Date. The Additional Receivables sold on each Funding Date shall consist of all of the Receivables with respect to the Securitization Trusts other than the Initial Receivables and the Receivables previously sold to the Depositor hereunder (other than Receivables repurchased by the Seller pursuant to Section 6.02 hereof or Section 2.19 of the Indenture) as of the related Funding Date. During the Funding Period, the Seller shall not sell, assign, transfer, pledge or convey any Receivable with respect to the Securitization Trusts to any Person other than the Depositor.

Section 9.16. Recovery

The Seller shall diligently endeavor to collect reimbursement of Aggregate Receivables and shall not waive or forgive the obligation of a mortgagor to pay such amounts except as may be required pursuant to the related Servicing Contracts or in accordance with accepted servicing practices (as set forth in such Servicing Contracts); provided, however, that upon waiving the right to collect all or a part of any such Receivable, the Seller shall immediately notify the Agent of such waiver and, upon the direction of the Agent, purchase the related Receivable from the Issuer at an amount equal to the applicable Repurchase Price.

Section 9.17. Merger; Change of Control

Without the prior written consent of the Agent (such consent not to be unreasonably withheld), neither the Seller nor the Depositor shall enter into any transaction of merger, consolidation or amalgamation (in any case, other than any merger, consolidation or amalgamation of any Affiliate(other than the Issuer or the Depositor) of the Seller into the Seller), or liquidate, wind up or dissolve itself (or suffer any liquidation, wind up or dissolution). In addition, without the prior written consent of the Agent, the Seller hereby covenants that it shall not enter into any agreement or understanding, engage in any transaction or take any other action that shall result in a Change of Control.

Section 9.18. Use of Proceeds

The Seller shall utilize the proceeds of each purchase of Initial Receivables and Additional Receivables for general corporate purposes.

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Section 9.19. Seller Procedures and Methodology

The Seller shall provide the Agent and the Noteholders with 30 days written notice prior to the modification of its procedures or methodology relating to (i) the reimbursement mechanics of Delinquency Advances or Servicing Advances; (ii) the way in which it determines that a Delinquency Advance, Servicing Advance or Legacy Deferred Servicing Fee is a Nonrecoverable Advance and the extent to which it is no longer obligated to make any such Delinquency Advance or Servicing Advance under the related Servicing Contract; and (iii) the way in which it calculates the Reconciled Market Value of a residential property subject to a Mortgage Loan or an REO property.

Section 9.20. Financial Covenants.

The Seller, acting as Servicer, covenants that:

a.the ratio of its Total Indebtedness to Tangible Net Worth (excluding any residual securities issued in connection with a mortgage-backed securities securitization transaction) shall not at any time be greater than 9:1;

b.the Seller shall maintain minimum Liquidity in an amount of not less than $30,000,000 as of the end of each calendar month; and

c.the Tangible Net Worth of Seller shall at all times be greater than $175,000,000.

Section 1.02Further Action. The Seller, Depositor and Issuer each individually, and collectively, covenant that they will take such further action as may be, in the reasonable opinion of the Agent, necessary, to the extent applicable to the Seller, Depositor, Issuer, Agent or Noteholders, to comply with the requirements relating to risk-retention and disclosure set forth in the Dodd-Frank Wall Street Reform and Consumer Protection Act, Pub. L. No. 111 and any rules and regulations promulgated thereunder.

Section 9.21. Non-Consolidation. The Depositor shall (and the Seller, as the sole owner of 100% of the membership interests in the Depositor, shall cause the Depositor to):

(1)maintain its own books and records and bank accounts separate from those of any other Person or the Seller;

(2)at all times hold itself out to the public and all other Persons as a legal entity separate from the Seller and any other Person;

(3)file its own tax returns, if any, as may be required under applicable law, to the extent (i) not part of a consolidated group filing a consolidated return or returns or (ii) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law;

(4)not commingle its assets with assets of any other Person;

(5)conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence;

(6)maintain separate financial statements;

(7)pay its liabilities only out of its funds;

(8)transact all business with its Affiliates and the Seller on an arm's length basis and pursuant to written, enforceable agreements;

(9)pay the salaries of its own employees, if any;

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(10)not hold out its credit or assets as being available to satisfy the obligations of others;

(11)allocate fairly and reasonably any overhead for shared office space;

(12)use separate stationary, invoices and checks;

(13)except as contemplated by the Transaction Documents, not pledge its assets for the benefit of any other Person;

(14)correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Depositor;

(15)maintain adequate capital in light of its contemplated business purpose, transaction and liabilities;

(16)cause the managers, officers, agents and other representatives of the Depositor, if any, to act at all times with respect to the Depositor consistently and in furtherance of the foregoing and in the best interests of the Depositor;

(17)not acquire or assume any obligation or liability of any of its members;

(18) observe all corporate and other organizational formalities;

(19) not dissolve or liquidate in whole or in part, except as provided herein (it being understood that the payment or repurchase of Receivables does not constitute a partial liquidation within the meaning of this provision);

(20) not incur, create or assume any indebtedness for borrowed money other than as expressly contemplated in the Transaction Documents;

(21)not voluntarily file a petition for bankruptcy, reorganization, assignment for the benefit of creditors or similar proceeding;

(22) not terminate, amend or otherwise modify its organizational documents without the prior written consent of the Agent; and

(23) not make any change in the character of its business.

ARTICLE X

INDEMNIFICATION

Section 10.01. Indemnification.

(a)Without limiting any other rights that an Indemnified Party may have hereunder or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party (as defined below) from and against any and all Indemnified Amounts (as defined below) which may be imposed on, incurred by or asserted against an Indemnified Party in any way arising out of or relating to any breach of the Seller's or the Servicer's obligations or covenants under this Agreement or any other Transaction Document, or the ownership of the Aggregate Receivables or in respect of the Aggregate Receivables, excluding, however,

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Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party.

Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from:

(i) a breach of any representation or warranty made by the Seller under or in connection with this Agreement;

(ii) the failure by the Seller or the Servicer to comply with any term, provision or covenant contained in this Agreement, or any agreement executed by it in connection with this Agreement or with any applicable law, rule or regulation with respect to any Aggregate Receivable, or the nonconformity of any Aggregate Receivable with any such applicable law, rule or regulation;

(iii) the failure to vest and maintain vested in the Issuer, or to transfer, to the Issuer, ownership of the Aggregate Receivables, together with all collections in respect thereof, free and clear of any adverse claim (except as permitted hereunder and in the Indenture), whether existing at the time of the transfer of such Aggregate Receivable or at any time thereafter, or the failure to vest and maintain vested in the Indenture Trustee the perfection of the security interest in the Aggregate Receivables free and clear of any adverse claim (except as permitted hereunder and in the Indenture), whether existing at the time of the transfer of such Aggregate Receivable or at any time thereafter; or

(iv) removal of the Seller as Servicer with respect to any of the Subserviced Securitization Trusts (set forth on Schedule IX of the Indenture as of the Closing Date) by the related Securitization Trustee on account of a failure to satisfy any condition to transfer of servicing requiring rating agency confirmation with respect thereto.

(b)Any Indemnified Amounts subject to the indemnification provisions of this Section 10.01 shall be paid to the Indemnified Party within twenty (20) Business Days following demand therefor. “Indemnified Party” means any of the Depositor, the Issuer, the Indenture Trustee, the Calculation Agent, the Owner Trustee, the Agent, the Variable Funding Noteholders and any Hedge Provider and their officers, employees, directors and successors or assigns. “Indemnified Amounts” means any and all claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, and related reasonable costs and reasonable expenses of any nature whatsoever, including reasonable attorneys' fees and disbursements (subject to the following paragraph), incurred by an Indemnified Party.

(c)Promptly after an Indemnified Party shall have been served with the summons or other first legal process or shall have received written notice of the threat of a claim in respect of which an indemnity may be claimed against the Seller under this Section 10.01, the Indemnified Party shall notify the Seller in writing of the service of such summons, other legal process or written notice, giving information therein as to the nature and basis of the claim, and providing a copy thereof; provided, however, that failure so to notify the Seller shall not relieve the Seller from any liability which it may have hereunder or otherwise except to the extent that the Seller is prejudiced by such failure so to notify the Seller. The Seller will be entitled, at its own expense, to participate in the defense of any such claim or action and to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, unless the defendants in any such action include both the Indemnified Party and the Seller, and the Indemnified Party (upon the advice of counsel) shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Seller, or one or more Indemnified Parties, and which in the reasonable opinion of such counsel are sufficient to create a conflict of interest for the same counsel to represent both the Seller and such Indemnified Party; provided, however, that the Seller shall not be responsible for the fees

27

and expenses of more than one firm of attorneys for all Indemnified Parties related to the Depositor, one firm of attorneys for all Indemnified Parties related to the Issuer, one firm of attorneys for all Indemnified Parties related to the Agent, one firm of attorneys for all Indemnified Parties related to the Noteholders and one firm of attorneys for all Indemnified Parties related to the Indenture Trustee. Each Indemnified Party shall cooperate with the Seller in the defense of any such action or claim. The Seller shall not, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding or threatened proceeding.

ARTICLE XI

MISCELLANEOUS

Section 11.01. Amendments

No amendment or waiver of any provision of this Agreement shall in any event be effective unless the same shall be in writing and signed by all of the parties hereto and consented to in writing by the Agent, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that, except as otherwise provided in Section 8.01 or Section 8.05 of the Indenture or expressly provided herein, the Issuer shall not make, or permit any Person to make, any amendment, modification or change to, or provide any waiver under this Agreement or any other Transaction Document to which the Issuer is a party without the prior written consent of the Required Noteholders.

Section 11.02. Notices

All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including telecopies) and mailed or e-mailed, telecopied (with a copy delivered by overnight courier) or delivered, as to each party hereto, at its address as set forth in Schedule I hereto or at such other address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be deemed effective upon receipt thereof, and in the case of telecopies, when receipt is confirmed by telephone.

Section 11.03. No Waiver; Remedies

No failure on the part of any party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 11.04. Binding Effect; Assignability.

a.This Agreement shall be binding upon and inure to the benefit of the Seller, the Depositor and the Issuer and their respective permitted successors and assigns; provided, however, that the Seller shall not have any right to assign its respective rights hereunder or interest herein (by operation of law or otherwise) without the prior written consent of the Agent and the Depositor shall not have any right to assign its respective rights hereunder or interest herein (by operation of law or otherwise) without the prior written consent of the Agent.

b.This Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the Indenture has terminated.

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Section 11.05. GOVERNING LAW; JURISDICTION

. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

Section 11.06. Execution in Counterparts

This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

Section 11.07 Survival

All representations, warranties, covenants, guaranties and indemnifications contained in this Agreement and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the sale, transfer or repayment of the Aggregate Receivables.

Section 11.08. Third Party Beneficiary

The Seller and the Depositor acknowledge and agree that the Indenture Trustee, the Calculation Agent, the Agent and the other Secured Parties are intended third party beneficiaries of this Agreement.

Section 11.09. General

a.No course of dealing and no delay or failure of the Issuer (or the Indenture Trustee as its assignee) in exercising any right, power or privilege under this Agreement shall affect any other or future exercise thereof or the exercise of any other right, power or privilege; nor shall any single or partial exercise of any such right, power or privilege or any abandonment or discontinuance of steps to enforce such a right, power or privilege preclude any further exercise thereof or of any other right, power or privilege. The rights and remedies of the Issuer (and the Indenture Trustee as its assignee) under this Agreement are cumulative and not exclusive of any rights or remedies which the Issuer would otherwise have.

b.The obligations of the Seller and the Depositor under this Agreement shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by (a) any exercise or nonexercise of any right, remedy, power or privilege under or in respect of this Agreement or applicable law, including, without limitation, any failure to set-off or release in whole or in part by the Issuer of any balance of any deposit account or credit on its books in favor of the Issuer or any waiver, consent, extension, indulgence or other action or inaction in respect of any thereof, or (b) any other act or thing or omission or delay to do any other act or thing which would operate as a discharge of the Issuer as a matter of law.

c.This Agreement sets forth the entire understanding of the parties relating to the subject matter hereof and thereof, and supersedes all prior understandings and agreements, whether written or oral with respect to the subject matter hereof and thereof.

d.The Seller shall pay the Depositor's and the Issuer's costs and expenses reasonably incurred in connection with the enforcement of any of the Seller's obligations hereunder.

e.Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or nonauthorization without invalidating the remaining provisions hereof or affecting the

29

validity, enforceability or legality of such provision in any other jurisdiction.

Section 11.10.LIMITATION OF DAMAGES.

NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE PARTIES AGREE THAT NO PARTY SHALL BE LIABLE TO ANY OTHER FOR ANY SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLES; PROVIDED, THAT, THE FOREGOING PROVISION SHALL NOT LIMIT OR RELIEVE ANY PARTY OF ANY OBLIGATION UNDER THIS AGREEMENT TO INDEMNIFY ANY OTHER PARTY AGAINST ANY DAMAGES IMPOSED (INCLUDING SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES) UPON SUCH PARTY BY A FINAL ORDER OF ANY COURT OF COMPETENT JURISDICTION IN CONNECTION WITH ANY LEGAL ACTION BROUGHT AGAINST SUCH PARTY BY ANY THIRD PARTY.

Section 11.11. WAIVER OF JURY TRIAL.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, THE PURCHASES OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF.

Section 11.12. No Recourse

It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust, National Association, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, National Association but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.

Section 11.13 Confidentiality

a.Subject to Section 11.13(c), the Seller covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement or of any other Transaction Document (including any fees payable in connection with this Agreement or the other Transaction Documents or the identity of any Noteholder), except as the Agent or any Noteholder may have consented to in writing prior to any proposed disclosure and except it may disclose such information (i) to the Affiliates of the Seller or its or their respective directors, officers, employees, agents, advisors, counsel, underwriters, financing sources and other representatives who are informed of the confidential nature of such information and instructed to keep it confidential, (ii) to the extent it should be (A) required by law, rule, regulation, subpoena, or in connection with any legal or regulatory proceeding or (B) requested by any governmental or regulatory authority having jurisdiction over the disclosing party; provided, that, in the case of clause (ii)(A), the disclosing party will use all reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by law) notify

30

the Agent and the Noteholders of its intention to make any such disclosure prior to making such disclosure, (iii) to the extent required to be included in the financial statements or filings with the Securities and Exchange Commission of the Seller or an Affiliate thereof, (iv) to the extent required to exercise any rights or remedies under the Transaction Documents, and (v) to the extent required to consummate and administer the transactions contemplated under the Transaction Documents.

b.Subject to Section 11.13(c), notwithstanding the generality of the foregoing, Seller and its Affiliates shall maintain the confidentiality of the sensitive economic terms (i.e., Term Note Discount Factor, Variable Funding Note Discount Factor, Variable Funding Note Margin Rate, Term Note Interest Rate, Term Note Default Additional Rate, Variable Funding Note Default Additional Rate, Term Note Post-ARD Additional Rate, Variable Funding Note Post-ARD Additional Rate and the like) set forth in any of the Transaction Documents in negotiations, discussions, agreements or due diligence in connection with any financing, repurchase, credit or similar transactions with any third-party (including any credit facility or any similar structure with respect to mortgage related assets including mortgage loans, RMBS or any similar assets); provided however, that this requirement shall not apply to the tax structure or tax treatment of the transactions contemplated by the Transaction Documents and the Seller and its Affiliates (and any employee, representative, or agent of the Seller and its Affiliates) may disclose to any and all persons without limitation of any kind, the tax structure and tax treatment of such transactions and facts relevant to such tax structure and tax treatment; provided, further the sensitive economic terms referenced above (i.e., Term Note Discount Factor, Variable Funding Note Discount Factor, Variable Funding Note Margin Rate, Term Note Interest Rate, Term Note Default Additional Rate, Variable Funding Note Default Additional Rate, Term Note Post-ARD Additional Rate, Variable Funding Note Post-ARD Additional Rate and the like) shall not be treated by the parties as facts relevant to such tax structure and tax treatment.

c.Notwithstanding anything else to the contrary contained herein, in connection with the public or private offering of Term Notes, the Seller and its Affiliates shall be permitted to disclose in any offering document such information concerning the Notes and the transactions contemplated by the Transaction Documents such that such offering document does not omit any information concerning the Notes or the transactions contemplated by the Transaction Documents that would be material to a prospective investor in such Term Notes.

[Signature Page Follows]

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Receivables Purchase Agreement(2012-W)

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective signatories hereunto duly authorized, as of the date first above written.

NATIONSTAR ADVANCE FUNDING TRUST 2012-W

By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee

By:/s/ Christopher M. Cavalli_____________

Name: Christopher M. Cavalli

Title: Banking Officer

NATIONSTAR ADVANCE FUNDING 2012-W, LLC

By:/s/ Gregory A. Oniu__________________

Name: Gregory A. Oniu

Title: Senior Vice President

NATIONSTAR MORTGAGE LLC

By:/s/ Gregory A. Oniu__________________

Name: Gregory A. Oniu

Title: Senior Vice PresidentA-1

32

Schedule I

Information for Notices

1.if to the Issuer:

NATIONSTAR ADVANCE FUNDING

TRUST 2012-W

c/o Wilmington Trust, National Association

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890

Attention: Corporate Trust Administration

Facsimile:(302) 636-4140

Telephone:(302) 651-1000

(with a copy to the Seller)

2.if to the Depositor:

NATIONSTAR ADVANCE FUNDING 2012-W, LLC

350 Highway Drive

Lewisville, Texas 75067

Attention: Greg Oniu

Facsimile:(469) 549-2085

Telephone:(469) 549-2477

3.if to the Seller:

NATIONSTAR MORTGAGE LLC

350 Highland Drive

Lewisville, Texas 75067

Attention: Greg Oniu

Facsimile:(469) 549-2085

Telephone:(469) 549-2477

4.if to the Indenture Trustee on behalf of the Secured Parties or the Calculation

Agent:

Use Notice Address provided in the Indenture.

5.if to the Agent:

WELLS FARGO SECURITIES, LLC

301 South College Street

MAC D1053-082

Charlotte, North Carolina 28288

Attention:Benjamin Peterson

Facsimile:(704) 383-3556

A-1

Telephone:(704) 715-9707

6.if to the Noteholders:

WELLS FARGO BANK, N.A.

301 South College Street

MAC D1053-082

Charlotte, North Carolina 28288

Attention:Andrew Riebe

Facsimile:(704) 383-3556

Telephone:(704) 715-1403

A-2

EXHIBIT A

COPY OF INITIAL FUNDING DATE REPORT

FOR

INITIAL RECEIVABLES

AVAILABLE UPON REQUEST

A-3

EXHIBIT B

FORM OF FUNDING NOTICE

[insert date]

Nationstar Advance Funding Trust 2012-W c/o Wilmington Trust, National Association Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 Attention: Corporate Trust Administration Facsimile: (302) 636 - 4140 Telephone: (302) 651-1000	Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, Maryland 20145-1951 Client Manager - Nationstar Advance Funding Trust 2012-W Facsimile: (410) 715-2380 Telephone: (410) 884-2000
Wells Fargo Securities, LLC 301 South College Street MAC D1053-082 Charlotte, North Carolina 28202 Attention: Benjamin Peterson Facsimile: (704) 383-8001 Telephone: (704) 715-9707	American Mortgage Consultants, Inc. 335 Madison Avenue, 27th Floor New York, New York 10017 Attention:Marianne Lamkin Facsimile:[____________] Telephone:214-755-4936

Re: Receivables Purchase Agreement, dated as of June 26, 2012; Funding Notice

Pursuant to Section 2.01 of the Receivables Purchase Agreement, dated as of June 26, 2012 (the “Receivables Purchase Agreement”), among Nationstar Advance Funding Trust 2012-W (the “Issuer”), Nationstar Advance Funding 2012-W, LLC (the “Depositor”) and Nationstar Mortgage LLC (the “Seller”), the undersigned hereby notifies you that the Receivables listed on Exhibit A hereto, in the amount of $[____________], are being transferred by the Seller to the Depositor and by the Depositor to the Issuer on the Funding Date occurring on [insert date].

The Seller, as Administrator for the Issuer, also hereby certifies that (i) the Funding Conditions contained in Sections 7.02 (ii), (iv), (v), (vi), (vii), (viii), (xii), (xiii), (xiv), (xv) and (xvi) of the Indenture, dated as of June 26, 2012, between the Issuer and Wells Fargo Bank, N.A., have been met, and (ii) the representations and warranties contained in Section 6 of the Receivables Purchase Agreement are true and correct as of the date hereof.

The Depositor also hereby certifies that the representations and warranties contained in Section 5 of the Receivables Purchase Agreement are true and correct as of the date hereof.

B-1

Very truly yours,

NATIONSTAR MORTGAGE LLC

By:

Name:

Title: _________________________

NATIONSTAR ADVANCE FUNDING 2012-W, LLC, as Depositor

By:

Name:

Title: _________________________

NATIONSTAR MORTGAGE LLC, as Administrator

By:

Name:

Title: _________________________

We have performed the subset of the procedures set forth in Exhibit 1 of our engagement letter for Agreed Upon Procedures reports with Wells Fargo Securities, LLC and Nationstar Mortgage LLC dated [___________], [____]. We noted no exceptions as a result of these procedures. All restrictions, terms and conditions of the engagement letter apply to these procedures.

[American Mortgage Consultants, Inc. (signed)]

[Date]

B-2

Exhibit C

FORM OF BILL OF SALE

Nationstar Mortgage LLC (the “Seller”) hereby absolutely sells to Nationstar Advance Funding 2012-W, LLC, and Nationstar Advance Funding 2012-W, LLC (the “Depositor”) hereby absolutely sells, transfers and assigns to Nationstar Advance Funding Trust 2012-W, a statutory trust organized under the laws of the State of Delaware (the “Purchaser”), without recourse, except as set forth in the Receivables Purchase Agreement:

(a) All right, title and interest in and to the Receivables identified in the Schedule attached hereto as Exhibit A; and

(b) All principal, interest and other proceeds of any kind received with respect to such Receivables, including but not limited to proceeds derived from the conversion, voluntary or involuntary, of any of such assets into cash or other liquidated property.

The ownership of the Receivables is vested in Purchaser and the ownership of all records and documents with respect to the related Receivables prepared by or which come into the possession of the Seller or the Depositor shall immediately vest in Purchaser and shall be retained and maintained, in trust, by the Seller or the Depositor, as applicable at the will of Purchaser in such custodial capacity only. The sale of the Receivables shall be reflected as a sale or absolute transfer on the Seller's and the Depositor's business records, tax returns and financial statements.

This Bill of Sale is made pursuant to, and is subject to the terms and conditions of, that certain Receivables Purchase Agreement dated as of June 26, 2012, among Nationstar Mortgage LLC, as seller, Nationstar Advance Funding 2012-W, LLC, as depositor and Nationstar Advance Funding Trust 2012-W, as issuer (the “Agreement”). The Seller confirms to Purchaser that the representations and warranties set forth in Article 6 of the Agreement are true and correct as if made on the date hereof (except to the extent that they expressly relate to an earlier or later date). The Depositor confirms to Purchaser that the representations and warranties set forth in Article 5 of the Agreement are true and correct as if made on the date hereof (except to the extent that they expressly relate to an earlier or later date).

Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

C-1

DATED: ______________________

NATIONSTAR MORTGAGE LLC

By:

Name:

Title: _________________________

NATIONSTAR ADVANCE FUNDING 2012-W, LLC

By:

Name:

Title: _________________________

C-2

EXHIBIT D

FORM OF SUBORDINATED NOTE

THIS SUBORDINATED NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE OWNER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND SUCH STATE LAWS, AND NEITHER THE ENTERING INTO, NOR THE TRANSACTIONS CONTEMPLATED BY, THIS SUBORDINATED NOTE WILL BE A “PROHIBITED TRANSACTION” UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”). BY ACCEPTANCE OF THIS SUBORDINATED NOTE, THE HOLDER AGREES TO BE BOUND BY ALL THE TERMS OF THE RECEIVABLES PURCHASE AGREEMENT.

[_________], 2012

FOR VALUE RECEIVED, the undersigned, Nationstar Advance Funding 2012-W, LLC, a Delaware limited liability company (the “Depositor”), promises to pay to the order of Nationstar Mortgage LLC, a Delaware limited liability company (the “Seller”), on [______], 20[__] (the “Maturity Date”) the aggregate unpaid principal amount of all amounts loaned hereunder pursuant to Section 2.01(f) of that certain Receivables Purchase Agreement, dated as of June 26, 2012 (together with all amendments and other modifications, if any, from time to time thereafter made thereto, the “Receivables Purchase Agreement”), among the Seller, the Depositor and Nationstar Advance Funding Trust 2012-W (the “Issuer”), together with any and all accrued and unpaid interest on all amounts loaned hereunder.

Interest will accrue on the average daily balance of the unpaid principal amount of all amounts loaned hereunder for each day from the date such loan amounts are made until they become due or are paid in full, at a rate per annum equal to the sum of (i) the LIBOR Rate (as defined below) and (ii) a spread designated as such in writing by the Seller to the Depositor from time to time (the “Spread”). Interest will be computed on the basis of a 360-day year and paid for the actual number of days elapsed (including the first but excluding the last day). Should any principal of, or accrued interest on, any amounts loaned hereunder not be paid when due, such amount will bear interest from its due date until paid in full, at a rate per annum equal to the sum of (i) the LIBOR Rate, (ii) the Spread and (iii) [1.00]%. Interest shall be payable on the unpaid principal balance of this note (this “Subordinated Note”) commencing on [__________], 200[_] and continuing on the [___] day of each [January, April, July, and October]. With respect to any such [___] day that is not a Business Day, the interest payment otherwise due on such [___] day shall be due on the next subsequent day that is a Business Day.

D-1

For the purposes of this Subordinated Note, “LIBOR Rate” shall mean the offered rate for one-month U.S. dollar deposits as such rate appears on Reuters Screen LIBOR01 Page (as defined in the International Swaps and Derivatives Association, Inc. 2000 Definitions) or such other page as may replace Reuters Screen LIBOR01 Page as of 11:00 a.m. (London time) on such date; provided that if such rate does not appear

on Telerate Page 3750, the rate for such date will be determined on the basis of the rates at which one-month U.S. dollar deposits are offered by [Name of Banks] (the “Reference Banks”) at approximately 11:00 a.m. (London time) on such date to prime banks in the London interbank market. In such event, the Seller will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations (rounded upwards if necessary to the nearest whole multiple of 1/16%). If fewer than two quotations are provided as requested, the rate for that date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Seller, at approximately 11:00 a.m. (New York City time) on such date for one-month U.S. dollar loans to leading European banks.

Unless plainly wrong, the computer records of the holder hereof shall on any day conclusively evidence the unpaid balance of this Subordinated Note and its advances and payments history posted up to that day. All loans and advances and all payments and permitted prepayments made hereon may be (but are not required to be) set forth by or on behalf of such holder on the schedule which is attached hereto or otherwise recorded in such holder's computer or manual records; provided, that any failure to make notation of any principal advance or accrual of interest shall not cancel, limit or otherwise affect Depositor's obligations or any of such holder's rights with respect to that advance or accrual. Unless otherwise defined, capitalized terms used herein have the meanings provided in or specified in accordance with the Receivables Purchase Agreement.

The obligation of the Depositor to pay the principal of, and interest on, all loans and advances on this Subordinated Note shall be absolute and unconditional, shall be binding and, to the fullest extent permitted by law, enforceable in all circumstances whatsoever and shall not be subject to setoff, recoupment or counterclaim; provided, however, that the Depositor shall only be obligated to pay principal and interest on this Subordinated Note from cash actually received by the Depositor from distributions on the Receivables after payment of all amounts due the Noteholder under the Indenture, dated as of June 26, 2012, between the Issuer and Wells Fargo Bank, N.A., as indenture trustee.

Depositor may prepay at any time, without penalty or fee, the principal or interest outstanding hereunder or any portion of such principal or interest. Payments of both principal and interest are to be made in lawful money of the United States of America in same day or immediately available funds.

The Seller hereby agrees, prior to the date that is 367 days after the Maturity Date, not to acquiesce, petition, or invoke the process of any court or government authority (or to encourage or cooperate with others) for the purpose of commencing or sustaining a case against the Seller under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of or for the Seller or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller. The foregoing shall not limit the rights of the Depositor to file any claim in, or to otherwise take any action with respect to, any insolvency proceeding instituted against the Seller by any other unaffiliated entity.

D-2

Notwithstanding anything contained herein to the contrary, to the extent that the Seller is deemed to have any interest in any assets of the Depositor, the Seller agrees that its interest in those assets is subordinate to claims or rights of all other creditors of the Depositor. The Seller agrees that this Subordinated Note constitutes a subordinated note for purposes of Section 510(a) of the United States Bankruptcy Code, as amended from time to time (11 U.S.C. §§ 101 et seq.).

As set forth in Section 2.01(f) of the Receivables Purchase Agreement, the Depositor hereby represents and warrants as of each loan and advance made hereon that at the time of (and immediately after) each loan and advance made hereunder, (i) the Depositor's total assets exceed its total liabilities both before and after the sale transaction, (ii) the Depositor's cash on hand is sufficient to satisfy all of its current obligations, (iii) the Depositor is adequately capitalized at a commercially reasonable level and (iv) the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinate Loan and this Subordinated Note is adequate. Each loan or advance made hereunder by the Seller to the Depositor is subject to the accuracy of the representations and warranties herein made on the part of the Depositor.

This Subordinated Note is the Subordinated Note referred to in, and evidences indebtedness incurred under, the Receivables Purchase Agreement, and the holder hereof is entitled to the benefits of the Receivables Purchase Agreement. Upon and subject to the terms and conditions of the Receivables Purchase Agreement, Depositor may borrow, repay and reborrow against this note under the circumstances, in the manner and for the purposes specified in the Receivables Purchase Agreement and this Subordinated Note, but for no other purposes. All parties hereto, whether as makers, endorsers or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor.

THIS SUBORDINATED NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES TO THIS SUBORDINATED NOTE HEREBY AGREES TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

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D-3

NATIONSTAR ADVANCE FUNDING 2012-W, LLC

By:_________________________________Name:

Title:

D-4

EX-31.1

Exhibit 31.1

Certification Pursuant to Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section

302 of the Sarbanes-Oxley Act of 2002

I, Jay Bray, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2012 of Nationstar Mortgage Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 14, 2012	By:
		Jay Bray
		Title:	Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification Pursuant to Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section

302 of the Sarbanes-Oxley Act of 2002

I, David Hisey, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2012 of Nationstar Mortgage Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 14, 2012	By:	/s/ David C Hisey
			David C. Hisey
		Title:	Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

In connection with the quarterly report of Nationstar Mortgage Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jay Bray, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	August 14, 2012
By:	/s/ Jay Bray
	Jay Bray
Title:	Chief Executive Officer

EX-32.2

Exhibit 32.2

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

In connection with the quarterly report of Nationstar Mortgage Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Hisey, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	August 14, 2012
By:	/s/ David C Hisey
	David C Hisey
Title:	Chief Financial Officer