EX-10.1



 Exhibit 10.1 
 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. 
 ADDENDUM 

TO 

MORTGAGE SELLING AND SERVICING CONTRACT 
 (Early Advance Funding Agreement) 
 This Addendum (the “EAF
Agreement”) to that Mortgage Selling and Servicing Contract dated March 23, 2005 (the “MSSC”) is made by and between Fannie Mae (“Fannie Mae”), a corporation organized and existing under the laws of the United States,
and Green Tree Servicing LLC (“Servicer”), a Delaware limited liability company, and is effective July 1, 2012. 

WHEREAS, Servicer services, on behalf of Fannie Mae, certain residential mortgage loans and real estate owned (REO) properties owned or
securitized by Fannie Mae, in accordance with the MSSC and Fannie Mae Servicing Guide; and 
 WHEREAS, Fannie Mae and Green Tree
have entered into those certain servicing agreements (collectively, the “Agreements”) as follows: 
 a)
Mortgage Loans Servicing Agreement dated June 30, 2008 (“Option One” portfolio); 
 b) Mortgage
Loans Servicing Agreement dated July 31, 2008 (“Barclays” portfolio); 
 c) Interim Servicing
Addendum to the Mortgage Selling and Servicing Contract dated March 19, 2009 (“Bank United” portfolio); 
 d) Green Tree Supplemental Servicing Agreement dated October 31, 2009 (“Nat City” portfolio); 
 e) Subservicing Addendum to the Mortgage Selling and Servicing Contract dated February 1, 2010 (“Hayhurst” portfolio); 

d) Mortgage Selling and Servicing Contract as applicable to loans transferred from Franklin Bank (“Franklin
Bank” portfolio), and 
 WHEREAS, Fannie Mae has agreed to provide to Servicer early reimbursement of certain Advances;

 NOW, THEREFORE, in consideration of the mutual premises, covenants and conditions contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: 
 I. Addendum to
MSSC. Fannie Mae agrees to provide to Servicer early reimbursement of certain Advances serviced under the MSSC and Fannie Mae Servicing Guide and under the Agreements pursuant to and subject to the conditions of the attached Exhibit A.
This EAF Agreement replaces and supersedes in its entirety that Amended and Restated Attachment 5 to Green Tree Supplemental Servicing Agreement dated October 31, 2009, as thereafter amended. 

II. Applicable Laws. This EAF Agreement will be construed in accordance with federal law and the laws of New York, without reference to the choice
of law principles under the laws of New York. 
 III. Entire Agreement. All other terms, conditions, provisions, and covenants in the
Agreements, the MSSC and the Fannie Mae Selling and Servicing Guides, as may be updated or amended from time to time, shall remain unaltered and in full force and effect, except as modified by this EAF Agreement. 







 IV. Counterparts. This EAF Agreement may be executed in one or more counterparts, each of which shall
be deemed to be an original and all of which when taken together shall constitute a single agreement. 
 IN WITNESS WHEREOF, each of the
undersigned parties to this EAF Agreement has caused this EAF Agreement to be duly executed in its name by one of its duly authorized officers, all as of the date first above written. 

 

									
	 Fannie Mae
	 		  	 Green Tree Servicing LLC
 (Servicer)

	 By:
	 	 /s/
	 		  	By:	  	 /s/ Cheryl Collins

	 Name:
	 	  
	 		  	Name:	  	 Cheryl Collins

	 Title:
	 	  
	 		  	Title:	  	 Senior Vice President and Treasurer

	 Date:
	 	  
	 		  	Date:	  	 June 29, 2012









 EXHBIT A 
 EARLY ADVANCE FUNDING AGREEMENT 
  

			
	 EARLY

REIMBURSEMENT

PERIOD:
	  	 The period (“Early Reimbursement Period”) during which Fannie Mae will make payments of Periodic Early Reimbursement
Amounts (as defined below) in respect of Eligible Advances (as defined below), which will commence on the Closing Date and end on the first to occur of:
  

1.      June 30, 2013 (unless extended or renewed in writing by Fannie Mae and
Servicer); or
  

2.      a Stop Event that is not waived by Fannie Mae

 
 During the Early Reimbursement Period, Fannie Mae will make payments of Periodic
Early Reimbursement Amounts as provided herein. Upon termination of the Early Reimbursement Period, Fannie Mae will no longer pay Periodic Early Reimbursement Amounts and the Recoupment Period will commence.

		
	 ELIGIBLE ADVANCES

FOR EARLY

REIMBURSEMENT:
	  	 Unless specific branch IDs of the Servicer are excluded as indicated below, “Eligible Advance” shall include all of the
following advances required to be made by the Servicer with respect to mortgage loans and real estate owned (REO) serviced by the Servicer (“Mortgage Loans”) pursuant to the MSSC and Fannie Mae Servicing Guide (the “Guide”) and
the Agreements for which Servicer has not been repaid or reimbursed as of such date:
  

1.      “P&I Delinquency Advances” which are advances of principal or
interest payments, including a “Foreclosure Buyout”). A “Foreclosure Buyout” is an advance required to be remitted as the result of an action taken during the preceding month with respect to a property reported under Fannie Mae
Action Codes 70, 71 or 72 at the start of the month in which the advance is due.
  
 2.      “T&I Escrow Advances” which are advances for the payment of taxes, assessments, insurance premiums, ground rents, and other similar items and charges,
and
  

3.      “Corporate Servicing Advances” which are advances other than
P&I Delinquency Advances and T&I Escrow Advances.
  
 Eligible
Advances shall also include any outstanding servicing advances previously paid or reimbursed by Servicer to National City Bank and National City Mortgage Services in connection with a servicing transfer to the Servicer and applicable to the Nat City
portfolio. Each such advance shall be deemed a “Legacy Servicing Advance”.










			
		  	 Eligible Advances shall not include advances applicable to the payment of any guaranty or excess servicing fees or lender paid
mortgage insurance premiums. Eligible Advances must have been actually incurred by the Servicer, and T&I Escrow Advances and Corporate Servicing Advances must fall under one of the 571 Codes in the Fannie Mae 571 Claims Guide.

 
 Excluded Servicer branch ID’s: None

		
		  	Notwithstanding anything to the contrary herein, after the date on which the underlying real estate/collateral is sold or disposed of, the loan is otherwise
“liquidated” (including as a result of an event reported as Fannie Mae Action Code of 70, 71 or 72), or loans have a zero UPB as a result of an event reported as Fannie Mae Action Code of 60 or 65 (the “Final Liquidation Date”),
no Periodic Early Reimbursement Amounts will be paid by Fannie Mae for advances made by the Servicer after the Final Liquidation Date on that Mortgage Loan. In addition, all Periodic Early Reimbursement Amounts must be repaid within one-hundred
twenty (120) days after the Final Liquidation Date of the related loan, regardless of whether recoveries have actually been collected.
		
	 PERIODIC EARLY

REIMBURSEMENT

AMOUNT:
	  	 For any Reporting Cycle (as defined below), an amount equal to the Funding Value (as defined below) of Eligible Advances, subject to
the Early Reimbursement Amount Limit (as defined below).
  
 If the Early
Reimbursement Amount Limit is reached in a particular Reporting Cycle, Fannie Mae shall reimburse P&I Delinquency Advances before T&I Escrow Advances or Corporate Servicing Advances and, within each category, Eligible Advances applicable to
Mortgage Loans held directly by Fannie Mae (“MRS Advances”) prior to those Mortgage Loans held in an MBS trust (“MBS Advances”.)

		
	 AGGREGATE EARLY

REIMBURSEMENT

AMOUNT:
	  	As of any date of determination, the excess, if any, of (i) the total Periodic Early Reimbursement Amounts previously paid to Servicer by Fannie Mae prior to such date over (ii)
the aggregate, cumulative amount of Collections (as defined below) recouped by Fannie Mae prior to such date. In no event shall Fannie Mae be obligated to make payment of any Periodic Early Reimbursement Amount that would result in the Aggregate
Early Reimbursement Amount exceeding the Early Reimbursement Amount Limit.









			
	FUNDING VALUE:	  	With respect to any Eligible Advance as of any date of determination, the product of (x) the outstanding balance of such Eligible Advance as of such date and (y) the applicable
Early Reimbursement Rate.
		
	 EARLY

REIMBURSEMENT

RATE:
	  	 P&I Delinquency Advances: [***]%.1
 T&I
Escrow Advances: [***]%
 Corporate Servicing Advances: [***]%
 Legacy Servicing Advances: 100%
  

The Early Reimbursement Rate for P&I Delinquency Advances, T&I Escrow Advances, Legacy Servicing Advances and Corporate Servicing Advances will be
subject to review and revision by Fannie Mae, in its sole discretion, upon ninety (90) days written notice to Servicer; provided, however, that any revised Early Reimbursement Rate for P&I Delinquency Advances, T&I Escrow Advances, Corporate
Servicing Advances and Legacy Advances, as applicable, shall not be less than [***]%. Any revised Early Reimbursement Rate shall become effective for the Periodic Early Reimbursement Amount applicable to the next Reporting Cycle ninety (90) days
after Servicer is notified by Fannie Mae of any revision.

		
	 EARLY

REIMBURSEMENT
 AMOUNT
LIMIT:
	  	Fannie Mae’s obligation to make payment of Periodic Early Reimbursement Amounts will not exceed a maximum Aggregate Early Reimbursement Amount of One-Hundred Fifty Million
($150,000,000) dollars.
		
	DEFICIENCY AMOUNT:	  	A Deficiency Amount shall exist on any date if, and to the extent that, on such date, the Aggregate Early Reimbursement Amount exceeds the Funding Value of all Eligible Advances. If
a Deficiency Amount exists, the party that becomes aware of such event shall immediately notify the other party of the existence of any Deficiency Amount. Any such Deficiency Amount shall be cured by the Servicer within three business days of the
Servicer becoming aware of the existence of a Deficiency Amount. Any Deficiency Amount attributable to the reduction of an Early Reimbursement Rate as provided herein shall be due and payable by Servicer within sixty (60) days.
		
	 TRUST or OTHER

FANNIE MAE

DESIGNATED ACCOUNT:
	  	“Trust Account” shall mean a trust account or other Fannie Mae designated account created by Fannie Mae in its name and under its control at a financial institution of
Fannie Mae’s choosing. A Trust Account may relate to either MBS Advances or MRS Advances but not both.

  
  

	1 	 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. 










			
		  	The Servicer hereby acknowledges and agrees that it has no right, title, interest or claim in or to any Trust Account or any funds or other assets therein (whether or not
deposited by the Servicer), or any interest earned or accrued on the foregoing (notwithstanding anything to the contrary contained in the Guide or in any other agreement), all of which shall be the exclusive property of Fannie Mae.
		
	 ONGOING

RECONCILIATION

PERIOD:
	  	 Anytime an Eligible Advance is requested by Servicer hereunder, Servicer shall provide Fannie Mae an Advance Request Form, a sample
of which is attached hereto as Exhibit A, and shall deliver such request form via e-mail to “advance_facilities_data@fanniemae.com”.
  

Beginning in the month of the effective date of this EAF Agreement, Servicer shall deliver the Reports (as defined below) as required in the Data
Dictionary
  
 The calendar month covered by a Report, as applicable, shall
constitute a “Reporting Cycle.”
  
 P&I Delinquency
Advances.
  
 No later than the second business day following the
receipt by Fannie Mae of the Report applicable to P&I Delinquency Advances, Fannie Mae will notify the Servicer of any discrepancies, including any discrepancies between the (a) the sum of all reported loan-level P&I Delinquency Advances and
(b) the aggregate P&I Delinquency Advances requested by the Servicer.
  

On the business day each month prior to the draft date applicable to the standard Fannie Mae MBS remittance cycle (the “Draft Date”) published
in the Guide, the following actions shall occur:
  
 (i)     to the extent a Periodic Early Reimbursement Amount is required to be distributed, Fannie Mae shall deposit (such deposit shall be contingent on the fact that no
discrepancy regarding the requested P&I Delinquency Advances remains outstanding) into the Trust Account the Periodic Early Reimbursement Amount relating to the P&I Delinquency Advances for the related Reporting Cycle; and

 
 (ii)    by 10:00 AM
(Eastern Time) on such date, the Servicer shall deposit all remaining principal and interest required to be remitted on the Draft Date for all Fannie Mae MBS Mortgage Loans serviced by the Servicer.










			
		 	 On the Draft Date, Fannie Mae shall draft from the Trust Account, in lieu of the Servicer’s custodial account or accounts, the
Required P&I and any amounts deposited by Fannie Mae as Periodic Early Reimbursement Amounts.
  
 The Servicer shall deposit into the Collections Account on the Draft Date any principal and interest reported as “uncollected” on the Report, and received between the business day immediately
preceding the Report Date and the Draft Date.
  
 T&I Escrow
Advances and Corporate Servicing Advances.
  
 No later than the
second business day following the Report Date applicable to T&I Escrow Advance and Corporate Servicing Advances, Fannie Mae will notify the Servicer of any discrepancies regarding T&I Escrow Advance and Corporate Servicing
Advances.
  
 Servicer may also receive Periodic Early Reimbursement Amounts
at month end by submitting to Fannie Mae a Report applicable T&I Escrow Advance and Corporate Servicing Advances six business days prior to month end. No later than the second business day following receipt of this Report Fannie Mae will notify
the Servicer of any discrepancies regarding T&I Escrow Advance and Corporate Servicing Advances
  
 On the business day immediately preceding both the Draft Date and the last business day of the month, Fannie Mae shall fund (to the extent a Periodic Early Reimbursement Amount is required to be
distributed) the Periodic Early Reimbursement Amount for T&I Escrow Advance and Corporate Servicing Advances (as requested by the Servicer on an Advance Request Form) to the Servicer. Such funding shall be contingent on the fact that no
discrepancy regarding the requested T&I Escrow Advances and Corporate Servicing Advances remains outstanding.










			
		  	Subject to the conditions identified below, Fannie Mae additionally agrees that it will reimburse Servicer for T&I Escrow Advance and Corporate Servicing Advances on a daily
basis as may be requested by Servicer and agreed to by Fannie Mae. Therefore in addition to the reporting requirements identified herein, not later than the fifth (5th) business day prior to the business day on which Servicer requests that Fannie Mae make reimbursement to Servicer (or
such other time period as mutually agreed to by the parties), Servicer shall deliver to Fannie Mae or its designee a Report applicable to T&I Escrow Advance and Corporate Servicing Advances. Fannie Mae and/or its designee will reconcile the same
within two (2) business days, and if it determines that an amount is due and owing by Fannie Mae to Servicer, such amount shall be reimbursed to Servicer by Fannie Mae on the date requested by Servicer, or at such time as may otherwise be mutually
agreed to by Fannie Mae and Servicer. Applicable to each reimbursement of T&I Escrow Advances and Corporate Servicing Advances made by Fannie Mae herein, Servicer shall pay Fannie Mae a fee equal to the greater of 1) $1,000, or 2) the
Compensation Rate divided by twenty-four (24), multiplied by the T&I Escrow Advance and Corporate Servicing Advances reimbursed by Fannie Mae. Servicer will not be required to pay such administrative fee for the reimbursements made 1) on the
business day immediately preceding the Draft Date, and 2) one business day prior to the last business day of each calendar month. Fannie Mae will provide to Servicer an invoice for such administrative fees on or about the tenth (10th) day of each calendar month, and within thirty days of receipt of
the invoice Servicer agrees to wire to Fannie Mae such invoiced amount as directed in the invoice, or as otherwise directed by Fannie Mae.
		
		  	At any time Fannie Mae may notify the Servicer of any material discrepancy between the P&I Delinquency Advances, T&I Escrow Advances or Corporate Servicing Advances as
previously reported by the Servicer and the amounts reflected in Fannie Mae’s internal systems of record. Such discrepancies shall constitute a material Due Diligence issue and the Servicer and Fannie Mae will work in good faith to resolve any
such material discrepancies.
		
	REPORTS:	  	In addition to any required reporting obligations in the Guide, during the Ongoing Reconciliation Period Servicer shall deliver to Fannie Mae or its designee reports and loan
level listings (each a “Report”) in a format reasonably acceptable to Fannie Mae containing the data and within the time periods identified in Exhibit B (“EAF Data Dictionary”) to this EAF Agreement (as such
Attachment may be modified by Fannie Mae in writing from time to time), including (i) such reason codes to conform to information and codes required by Fannie Mae Form 571 (Cash Disbursement Request) and (ii) upon request, reconciliations and
supporting documentation (including invoices) of general ledger receivables applicable to Eligible Advances.









			
		  	The Servicer shall also provide to Fannie Mae by the 25th day of each month (i) provided that a P&I Delinquency Advance was made, a completed Fannie Mae Form 496
(“Principal and Interest (P&I) Custodial Account Analysis”) including all applicable schedules, and (ii) Fannie Mae Form 496a (“Taxes and Insurance (T&I) Custodial Account Analysis”), including all applicable
schedules.
		
	 COLLECTIONS

ACCOUNT
 OVER
COLLECTION:
	  	 All collections and reimbursements related to Eligible Advances, other than Foreclosure Buyouts, received on the related Mortgage
Loans by the Servicer from Fannie Mae, mortgagors or as liquidation proceeds or other recoveries (in the aggregate, the “Collections”), must be deposited by the Servicer into a Collections Account established by Fannie Mae and under
Fannie Mae’s control no later than 6:00 pm ET on the second business day following Servicer’s receipt thereof, subject to the following:
  

(i)     During the Early Reimbursement Period the Servicer may retain any Collections in
excess of the Periodic Early Reimbursement Amount outstanding with respect to the related Mortgage Loan; and
  

(ii)    During the period between the final disbursement of a Periodic Early Reimbursement
Amount and the last day for recoupment as provided below, the Servicer may retain any Collections in excess of the Aggregate Early Reimbursement Amount.
  

All Periodic Early Reimbursement Amounts related to Foreclosure Advances shall be repaid to the Collections Account within one business day after the
Servicer receives a monthly reimbursement of foreclosure advances from Fannie Mae, without regard to the amount actually reimbursed. Further, all Periodic Early Reimbursement Amounts for P&I Delinquency Advances and applicable to Mortgage Loans
which have undergone a reclassification as provided in the Guide shall be repaid to the Collections Account within two business days of such reclassification.
  

However, following the occurrence of, and during the continuance of, a Stop Event that has not been waived by Fannie Mae, clauses (i) and (ii) above shall
not apply and further, all reimbursements of Eligible Advances due from Fannie Mae shall be deposited directly into the Collections Account by Fannie Mae.
  

Servicer shall notify Fannie Mae in the event it determines that any Periodic Early Reimbursement Amount relates to an advance other than an Eligible
Advance. In addition, Fannie Mae shall provide Servicer with a monthly report listing any Periodic Early Reimbursement Amounts outstanding on advances it has determined to be ineligible, including any relating to loans more than ninety (90) days
past their Final Liquidation Date. Servicer shall deposit any such amounts into the Collections Account within 15 calendar days after the date of such determination or report, regardless of whether recoveries have actually been
collected.










			
		  	If the amount in the Collections Account exceeds the Aggregate Early Reimbursement Amount (“Over Collection”), then simultaneously with the first to occur of the
payment of the next Periodic Early Reimbursement Amount or the commencement of the Recoupment Period, the Over Collection amount shall be applied to reduce the Aggregate Early Reimbursement Amount outstanding. Any amount by which the Over Collection
exceeds such Aggregate Early Reimbursement Amount will be returned to the Servicer within five business days following the date the Aggregate Early Reimbursement Amount is reduced to zero.
		
	 MONTHLY
 SETTLEMENTS
/
 SETTLEMENT DATES:
	  	 On the third business day of each month, Fannie Mae shall notify Servicer of the Early Reimbursement Compensation amount. On the
fifth business day of each calendar month, Servicer shall fund to an account designated by Fannie Mae the Early Reimbursement Compensation. Such date shall be deemed a “Settlement Date.”

 
 In the event that Fannie Mae does not timely receive such funding, on the following
business day Fannie Mae may withdraw an amount equal to such unpaid Early Reimbursement Compensation directly from the Collections Account prior to the calculation of the Periodic Early Reimbursement Amount for that month. Such withdrawal will not
avoid the occurrence of a Stop Event.
  
 Following the occurrence of, and
during the continuance of, a Stop Event that has not been waived by Fannie Mae, a Settlement Dates shall occur with such frequency (e.g., weekly or daily) as Fannie Mae shall direct.

		
	 EARLY

REIMBURSEMENT

COMPENSATION:
	  	In consideration of Fannie Mae’s reimbursing to Servicer Eligible Advances earlier than as provided under the MSSC and Guide, the Servicer will pay Fannie Mae a monthly
compensation amount equal to the aggregate amount obtained by daily application of the Compensation Rate to the amount of the Aggregate Early Reimbursement Amount on a 360 day per year basis for the actual number of days elapsed since the prior
Settlement Date (or, with respect to the first Settlement Date following the Closing Date, since the Closing Date). The Servicer will pay the Early Reimbursement Compensation to Fannie Mae on each Settlement Date.









			
	COMPENSATION RATE:	  	[***]2 basis points over One-Month LIBOR. LIBOR will be set as of the last business day of the second month preceding the month in which the Settlement Date occurs. (For example, if the Settlement Date is
August 3rd, LIBOR will be as of the last business day
in June.)
		
	 FACILITY

RENEWAL/
 AMENDMENT
FEE:
	  	On the Closing Date Servicer shall pay 0.500% of the Early Reimbursement Amount Limit. If extended or renewed in writing by Fannie Mae and Servicer, 0.500% of the Early
Reimbursement Amount Limit shall thereafter be payable as a renewal fee annually on the first business day after June 30 each year. If the Early Reimbursement Amount Limit is increased. 0.500% of the additional amount shall be payable as an
Amendment Fee on the first business day following the effective date of the increase and pro rated from such effective date to the scheduled end of the Early Reimbursement Period.
		
	CLOSING DATE:	  	July 1, 2012
		
	RECOUPMENT:	  	Periodic Early Reimbursement Amounts shall be recouped by Fannie Mae primarily through Collections, however the Servicer can pay any or all outstanding amounts due at any time,
and is obligated to pay, if applicable, the outstanding Aggregate Early Reimbursement Amount on or prior to the completion of an eighteen (18) month period starting on the earlier of (i) the first day of the month following the end of the Early
Reimbursement Period or (ii) the occurrence of a Stop Event. Such eighteen (18) month period is referred to herein as the “Recoupment Period.”
		
	 STOP EVENTS:
	  	 Unless otherwise waived by Fannie Mae, Stop Events are as follows:

 

1.      Failure of Servicer to comply with the terms or conditions of this EAF
Agreement and such failure continues for 1 business day, specifically including but not limited to,
  

a.      Failure of the Servicer to pay any Early Reimbursement Compensation amount
or any Deficiency Amount when due.
  

b.      Failure of the Servicer to deposit Collections into the Collection Account
by 6:00 pm ET on the second business day following the receipt thereof by Servicer.
  
 c.      Failure of the Servicer to repay in a timely manner any portion of the Aggregate Early Reimbursement Amount relating to an advance that is not an Eligible
Advance.


  
  

	2 	 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 










			
		  	 2.      Failure of the Servicer to be an approved Fannie Mae
Servicer.
  

3.      Occurrence of a change in the Servicer’s organization as described in
the Part I, Chapter 2, Section 204 of the Guide.
 4.      Failure of the
Servicer to resolve a material Due Diligence issue within 30 business days of notification, unless the parties mutually agree to extend such cure period, it being understood that (a) Fannie Mae has the option to suspend funding of Periodic Early
Reimbursement Amounts while a material Due Diligence issue remains unresolved, even if no Stop Event has occurred, and (b) Fannie Mae will act in good faith to determine materiality of Due Diligence issues.

 

5.      Insolvency, Receivership or Bankruptcy of the Servicer, as established by a
court of competent jurisdiction.
  

6.      Failure of the Servicer to submit any required Reports or other reporting
and such failure continues for 5 business days
  
 7.      The occurrence of an Event of Default by the Servicer under its Master Agreement or the Mortgage Selling and Servicing Contract, as applicable, which has not been
waived or cured as may be allowed under such agreement or contract, if applicable.
  
 8.      Failure by the Servicer to deposit into the Trust Account all principal and interest as provided herein; provided, however, that such failure shall be subject to a
cure period of one business day; provided, further, however, that such cure period shall be unavailable if such failure occurs more than once in any four-month period or more than twice in any twelve-month period.

 
 9.      The
Aggregate Early Reimbursement Amount is zero.
  
 10.    120 days after written notice by Fannie Mae.
  

11.    The earlier of 120 days or such earlier date as set forth in such Proceeding following
written notice by Fannie Mae or Servicer, as applicable, that either Fannie Mae or Servicer, as applicable, becomes subject to any order, or litigation, claim, action, suit, arbitration, inquiry, proceeding, investigation or similar proceeding
initiated by a governmental authority (a “Proceeding”) which impairs such party’s ability to discharge its obligations hereunder in any material respect.










			
		  	Upon occurrence of a Stop Event not waived by Fannie Mae, the Early Reimbursement Period may be terminated.
		
		  	Upon the occurrence of a subsection 10 or 11 Stop Event, Fannie Mae shall cooperate in good faith and reasonably assist the Servicer should the Servicer elect to seek alternative
financing for some or all of the (i) outstanding Periodic Early Reimbursement Amounts and (ii) future P&I Delinquency Advances, T&I Escrow Advances and Corporate Servicing Advances required to be made by the Servicer under each of the
Agreements.
		
	 DUE DILIGENCE

REQUIREMENTS:
	  	 Fannie Mae has the right to perform due diligence activities related to Eligible Advances and Periodic Early Reimbursement Amounts
prior to the Closing Date and at any such time thereafter (“Due Diligence”). Promptly upon Fannie Mae’s (or its agent’s) request, the Servicer is required to provide reasonable access to Servicer’s system’s and
personnel, books and records whether stored in tangible or electronic form. Failure of the Servicer to provide such access will constitute a material Due Diligence issue and a Stop Event. Subject to an annual cap of 75,000, Servicer shall bear all
reasonable out-of-pocket costs and expenses of Fannie Mae relating to a Due Diligence review of the Servicer’s activities hereunder, including without limitation third party vendor fees.

 
 In the event non-material issues are discovered during the Due Diligence process, the
Servicer will be notified in writing by Fannie Mae or its agent and will have a reasonable amount of time to cure such issues. However, failure to cure will constitute a material Due Diligence event.

		
	SERVICING TRANSFER:	  	Unless consented to in a writing by Fannie Mae specifically referencing this EAF Agreement, no servicing of Mortgage Loans for which there exists any outstanding Periodic Early
Reimbursement Amount shall be transferred to another servicer unless the Periodic Early Reimbursement Amount applicable to such Mortgage Loan is deposited into the Collections Account, or the Servicer otherwise makes a payment to Fannie Mae in an
amount equal to such Periodic Early Reimbursement Amount.
		
	 FANNIE MAE

SERVICING

REQUIREMENTS:
	  	Except as specifically set forth herein, entering into this EAF Agreement does not alter or diminish any obligations or duties required of the Servicer according to the MSSC and
the Fannie Mae Selling and Servicing Guides, as applicable.









			
	ASSIGNMENT:	  	Neither Fannie Mae nor the Servicer may assign, transfer or participate its rights under this EAF Agreement.
		
	TERMINATION:	  	 Fannie Mae may terminate this EAF Agreement:
  

(i) after the Early Reimbursement Period is completed or ended;

 
 (ii) when the Aggregate Early Reimbursement Amount is zero;
or
  
 (iii) on the occurrence of a Stop Event not waived
by Fannie Mae.
  
 Any termination hereunder shall be effective on the earlier
of the expiration of any applicable Recoupment Period, or the date the Aggregate Early Reimbursement Amount is zero









 EXHIBIT A 

(Advance Request Form) 
 For the
[Month/Day/Year] [EAF/SUB] funding, ABC Mortgage Company submitted the following files. I certify that to the best of my knowledge these advances are all either borrower recoverable or 571 claimable expenses. Should it be determined that these
advances are not recoverable or claimable, we will abide by the terms of the contract for repayment. 
  

															
	 File Name
	  	Number of
Files
Submitted	  	Total FNMA
Advance
Amount	  	Advance
Dates
From	  	Advance
Dates To	  	Bank
Name	  	Account#	  	Routing#
	 P&I Advance Detail
	  		  		  		  		  		  		  	
	 Corp/Escrow Advance Detail
	  		  		  		  		  		  		  	
	 Total
	  		  		  		  		  		  		  	

 [Name] 
 [Title]
(Must be an Officer of the company) 
 [Company] 







 EXHIBIT B 
 (EAF Data Dictionary) 
 EXHIBIT B REMOVED AND REPLACED BY REFERENCE TO THE FANNIE
MAE EAF 
 DATA DICTIONARY