This Mortgage Servicing Rights Purchase and Sale Agreement (the “Agreement”), dated as of January 6, 2013, is by and between NATIONSTAR MORTGAGE LLC, a Delaware limited liability company


W I T N E S S E T H:
WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, certain Mortgage Servicing Rights to certain residential mortgage loans currently serviced by Seller; and

Applicable Requirements:

As of the time of reference and as applicable,

(i) the terms of the Mortgage Loan Documents, with respect to each Mortgage Loan,

(ii) all federal, state and local laws, rules, regulations and ordinances applicable to the origination, sale, pooling or servicing of any Mortgage Loan or Mortgage Servicing Right at the relevant time,

(iii) the Servicing Agreements,

(iv) the judicial and administrative judgments, orders, remediation plans, stipulations, awards, writs and injunctions applicable to any Mortgage Loan or Mortgage Servicing Right
(v) all legal and contractual obligations to or with any Insurer, Investor, or Governmental Entity applicable to any Mortgage Loan or Mortgage Servicing Right.

Deliverables.

The following documents shall be exchanged between the Parties (as applicable) on or prior to the Sale Date or Subsequent Sale Date, as applicable:

(i) The duly executed corporate resolutions and certificate of Purchaser required by Sections 9.03 and 9.04; provided that such resolutions and certificate of Purchaser will be required to be delivered only on the first Subsequent Sale Date with respect to the sale of PLS Mortgage Servicing Rights under any of the PLS Servicing Agreements;

(ii) The duly executed certificate of Seller required by Section 8.06; provided that such certificate of Seller will be required to be delivered only on the first Subsequent Sale Date with respect to the sale of PLS Mortgage Servicing Rights under any of the PLS Servicing Agreements;

(iii) All Servicing Agreement Consents obtained on or prior to the Sale Date or Subsequent Sale Date, as applicable;

(iv) The executed Tri-Party Agreements with respect to the FNMA and FHLMC Mortgage Servicing Rights, as applicable;