exv10w41






Exhibit 10.41




CONFIDENTIAL TREATMENT REQUESTED




	 	 	 

	Title (Version Date):

	 	Further Amended and Restated Servicer Advance
Early Reimbursement Mechanics Addendum dated
May 1, 2011 (the “Addendum).
	 
	 	 
	 

	 	This variance supersedes the previous five
versions of the Servicer Advance Early
Reimbursement Mechanics Addendum.
	 
	 	 
	Description:

	 	Fannie Mae will provide Servicer with early
reimbursement of certain underlying servicing
advances, and Fannie Mae will recoup such early
reimbursement amounts from future recoveries.
	 
	 	 
	 

	 	Following a transfer to the Servicer of the
servicing on underlying loans, Fannie Mae will
provide Servicer with early reimbursement for
100% of outstanding Schedule 1 Legacy Advances,
provided Fannie Mae is able to identify and
segregate such advances in a manner it deems
satisfactory in its sole and absolute
discretion, exercised in good faith.






	 	 	 

	Indicative Terms

	 	See Summary of Indicative terms attached as Exhibit 1.
	 
	 	 
	Termination

	 	• After the Early Reimbursement Period (See Exhibit
1 for definition) is completed and the Aggregate Early
Reimbursement Amount (See Exhibit 1 for definition) is
zero.







	 	 	 	 	 
	Nationstar Mortgage LLC

 	 
	By:  	/s/ Gregory A. Oniu
 	 
	 	Title: SVP 	 
	 	Date: 5/23/11 	 
	 
	Fannie Mae

 	 
	By:  	/s/ Leslie Peeler
 	 
	 	Title: Vice President 	 
	 	Date: 8/17/10 	 



 









 






	 	 	 	 	 



Exhibit 1 (as further amended and restated as of 05/01/2011)




This Exhibit shall supersede all previous versions



	 	 	 

	EARLY REIMBURSEMENT 

PERIOD:

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

	 	1. Disbursement of the Periodic Early Reimbursement
Amount in December, 2011 (or mutually agreed upon
termination); provided, however Fannie Mae shall
provide at least 120 calendar days advance notice
prior to the completion of the one year period of
its decision to extend or terminate this Addendum;
provided, however, that if such notice is not given
at least 120 days prior to completion of any one
year period, the Early Reimbursement Period shall
automatically extend for an additional one year
period; or 

	 
	 	 
	 

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

	 
	 	 
	 

	 	During the Early Reimbursement Period, Fannie Mae
will make payments of Periodic Early Reimbursement
Amounts at the direction of the Servicer and in
compliance with this Addendum. Following the
termination of the Early Reimbursement Period,
Fannie Mae will no longer be required to make
payments of Periodic Early Reimbursement Amounts.
	 
	 	 
	ELIGIBLE ADVANCES 

FOR EARLY 

REIMBURSEMENT:

	 	Unless otherwise noted (none so noted) by specifying
participating Servicer branch IDs, “Eligible
Advance” shall include outstanding P&I Delinquency
Advances (“P&I Delinquency Advance”), T&I Servicing
Advances (“T&I Servicing Advance”), and other
advances deemed to be Corporate Advances (“Corporate
Advance”) (each, a “Servicing Advance”) made or
required to be made by the Servicer pursuant to the
Fannie Mae Servicing Guide (the “Guide”). T&I
Servicing Advances on current mortgage loans
serviced by the Servicer (“Mortgage Loans”) shall
also be considered to be Eligible Advances.
	 
	 	 
	 

	 	“Other Advances” shall mean T&I Servicing Advances
and Corporate Advances. Other Advances must have
been actually incurred by the Servicer.
	 
	 	 
	 

	 	Servicing Advances may relate to loans held in MBS
trusts (“MBS Servicing Advances”) or in Fannie Mae’s
portfolio (“MRS Servicing Advances”) Funds relating
to MBS Servicing Advances may not be commingled with
those relating to MRS Servicing Advances.
	 
	 	 
	 

	 	In addition to the Servicing Advances made by the
Servicer, Other Advances and P&I Delinquency
Advances shall also include (unless stated
otherwise) any outstanding Servicing Advances made
by Flagstar Capital Markets Corporation (the
“Flagstar Legacy Advances”) or by any other servicer
as listed on Schedule 1 (the “Schedule 1 Legacy
Advances”) in connection with a servicing transfer
to the Servicer. Each such advance shall be deemed
a “Legacy Servicing Advance”. The parties by
written agreement may add Legacy Advances to
Schedule 1 from time to time, which Legacy Advances
shall be deemed incorporated into this Addendum.






 









 






	 	 	 

	 
	 	 
	 

	 	For purposes of this Exhibit, a Servicing Advance
will remain outstanding until finally reimbursed,
rejected or ineligible under the Guide,
notwithstanding any interim financing assistance
provided by Fannie Mae.
	 
	 	 
	PERIODIC EARLY 

REIMBURSEMENT 

AMOUNT:

	 	For any reporting cycle, an amount equal to the
Funding Value of Eligible Advances, subject to the
Early Reimbursement Amount Limit.
	 
	 	 
	 

	 	If the Early Reimbursement Amount Limit is reached
in a particular reporting cycle, Fannie Mae shall
first fund P&I Delinquency Advances.
	 
	 	 
	 

	 	Any Early Reimbursement Amounts received by the
Servicer pursuant to this Addendum, if such amounts
relate to MBS Servicing Advances, shall first be
used by the Servicer to repay any and all amounts
the Servicer may have previously borrowed from extra
collections (i.e. funds that were not due in the
cycle in which they were collected) held by the
Servicer on behalf of an MBS trust (such term to
mean any outstanding Fannie Mae mortgage-related
security that the Servicer is servicing or
sub-servicing underlying Mortgage Loans for).






 









 






	 	 	 

	AGGREGATE EARLY 

REIMBURSEMENT AMOUNT:

	 	As of any date of determination, the
excess, if any, of (i) the total Periodic
Early Reimbursement Amounts previously paid
at the direction of the Servicer by Fannie
Mae prior to such date over (ii) the
aggregate, cumulative amount of Collections
(as defined below) recouped by, Fannie Mae
prior to such date.
	 
	 	 
	FUNDING VALUE:

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

	 	[***] of P&I Delinquency Advances.
	 
	 	 
	 

	 	Other Advances: 
	 

	 	[***] of T&I Servicing Advances
	 

	 	[***] of Corporate Advances
	 
	 	 
	 

	 	T&I Servicing Advances Early Reimbursement
Rate and the Corporate Advances Early
Reimbursement Rate: 
	 
	 	 
	 

	 	T&I Servicing Advances Early Reimbursement
Rate and the Corporate Advances Early
Reimbursement Rate will be subject to
review by Fannie Mae on a quarterly basis.
The first such quarterly review shall take
place in March 2010 and any new value
(either higher or lower than the current
Early Reimbursement Rate) shall become
effective for April 2010. As of the date
of this Variance (“Variance”), such review
has already occurred. In no event shall
such Early Reimbursement Rates be less than
[***] or greater than [***].
	 
	 	 
	 

	 	Legacy Servicing Advances shall have an
early reimbursement rate of 100% disbursed
as set forth below under Ongoing
Reconciliation Period.








 




			
	***	 	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.




 









 










	 	 	 

	EARLY 

REIMBURSEMENT 

AMOUNT LIMIT:

	 	Fannie Mae’s obligation to make payment of Period Early
Reimbursement Amounts will not exceed a maximum Aggregate Early
Reimbursement Amount of $275,000,000 (two hundred seventy five
million).
	 
	 	 
	DEFICIENCY AMOUNT:

	 	A Deficiency Amount shall exist on any date if, and to the
extent that, on such date, the Aggregate Early Reimbursement
Amount exceeds the Funding Value of all Eligible Advances. If
a Deficiency Amount exists, the party that becomes aware of
such event shall immediately notify the other party of the
existence of any Deficiency Amount. Any such Deficiency Amount
shall be cured by the Servicer within three business days from
the Servicer becoming aware of the existence of a Deficiency
Amount.
	 
	 	 
	TRUST ACCOUNT:

	 	“Trust Account” shall mean a trust account created by Fannie
Mae in its name and under its control at U. S. Bank or another
financial institution of Fannie Mae’s choosing. A Trust
Account may relate to either MBS Servicing Advances or MRS
Servicing Advances but not both.
	 
	 	 
	 

	 	The Servicer hereby acknowledges and agrees that it has no
right, title, interest or claim in or to any Trust Account or
any funds or other assets therein (whether or not deposited by
the Servicer), or any interest earned or accrued on the
foregoing (notwithstanding anything to the contrary contained
in the Guide or in any other agreement), all of which shall be
the exclusive property of Fannie Mae, as Trustee for the
respective MBS trusts or as Trustee for Single-Family Cash P&I
Deposits, whichever are applicable.
	 
	 	 
	INITIAL 

RECONCILIATION 

PERIOD:

	 	In the first month of the Early Reimbursement Period, the
Servicer will provide Fannie Mae the necessary information
describing all outstanding Eligible Advances. Fannie Mae will
conduct Due Diligence (Due Diligence”) to determine the initial
Early Reimbursement Amount and will distribute such Early
Reimbursement Amount on September 10, 2009. As of the date of
this Variance (“Variance”), such period has already occurred.
	 
	 	 
	ONGOING 

RECONCILIATION 

PERIOD:

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

	 	Beginning in the month of the Closing Date, the Servicer shall
deliver reports to Fannie Mae no later than the close of
business on the following date (the “Report Date”);
	 
	 	 
	 

	 	(i) In the event the Servicer is requesting P&I Delinquency
Advances, the fifth business day prior to the Draft Date (as
defined below) for such month, aggregating and describing all
P&I Delinquency Advances required under the Guide for which it
is requesting Periodic Early Reimbursement Amount; or 

	 
	 	 
	 

	 	(ii) In the event the Servicer is requesting reimbursement for
Other Advances, on the fifth business day of the month, and
five business days prior to the last business day of the
calendar month.

	 
	 	 
	 

	 	






 









 






	 	 	 

	 

	 	No later than the second business day following the Report Date, Fannie Mae will notify the Servicer of any discrepancies
listed below:
	 
	 	 
	 

	 	(iii) between the sum of (i) Required P&I (as defined below)
and (ii) any amounts deposited by Fannie Mae as Periodic Early
Reimbursement Amounts over or under the total amount required
by the Servicer to be remitted on the Draft Date; and 

	 
	 	 
	 

	 	(iv) between the (i) the sum of all reported loan-level P&I
Delinquency Advances and (ii) the aggregate P&I Delinquency
Advances requested by the Servicer.

	 
	 	 
	 

	 	No later than the second business day following the Report
Date, Fannie Mae will notify the Servicer of any discrepancy regarding requested Other Advances.
	 
	 	 
	 

	 	On the business day each month prior to the first MBS P&I Draft
Date (the “Draft Date”) published in Fannie Mae’s Master
Servicing Reporting and Remitting Calendar, the following
actions shall occur in parallel for MBS Servicing Advances and
MRS Servicing Advances:
	 
	 	 
	 

	 	(i) to the extent a Periodic Early Reimbursement Amount is
required to be distributed, Fannie Mae shall deposit (such,
deposit shall be contingent on the fact that no discrepancy
regarding the requested P&I Delinquency Advances remains
outstanding, and further provided that no Stop Event has
occurred, as set forth below) into the related Trust Account
the Periodic Early Reimbursement Amount relating to the P&I
Delinquency Advances for the related reporting.
cycle; and 

	 
	 	 
	 

	 	(ii) by 10:00 AM (Eastern Time) on such date, the Servicer
shall deposit into the related Trust Account all remaining
principal and interest required to be remitted on the Draft
Date for all Fannie Mae MBS Mortgage Loans or
portfolio-(MRS) Mortgage Loans serviced by the
Servicer, as the case may be, after deducting the Periodic
Early Reimbursement Amount for P&I Delinquency Advances (such
remaining amount being the “Required P&I” for each Trust
Account). 

	 
	 	 
	 

	 	On the business day immediately preceding
the Draft Date and on the last business day of
the calendar month-(“Wire
Dates”), Fannie Mae shall wire (to the
extent a Periodic Early Reimbursement
Amount required to be distributed) at the
direction of the Servicer, the Periodic
Early Reimbursement Amount for Other Advances (as reported
by the Servicer on the Report and as reconciled by Fannie Mae subsequent to the
Report Date) to the Servicer (to an account specified by the
Servicer). Such wire shall be contingent on the
fact that:
	 
	 	 
	 

	 	•     no discrepancy regarding the requested Other
Advances or P&I Delinquency .Advances remains
outstanding, 

	 
	 	 
	 

	 	•     the required reports are received five (5) business
days prior to the Wire Dates, and 

	 
	 	 
	 

	 	•     further provided that no Stop Event has occurred, as
set forth below. 







 









 






	 	 	 

	 

	 	Fannie Mae will provide the Funding Summary, in substantially
the same format as attached as Attachment C on each Wire Date.
	 
	 	 
	 

	 	On the Draft Date, Fannie Mae shall draft from the respective
Trust Accounts, in lieu of the Servicer’s custodial account or accounts, the Required P&1 and any amounts
deposited by Fannie Mae as Periodic Early Reimbursement
Amounts.
	 
	 	 
	 

	 	The Servicer shall deposit into the Collections Account on the
Draft Date any principal and interest reported as “uncollected”
on the Report, and received between the business day
immediately preceding the Report Date and the Draft Date.
	 
	 	 
	 

	 	During and for one month after the Ongoing Reconciliation Period, Servicer shall also submit a
report, no later than the 5th business day of the
month, listing all loans that had been submitted for
early reimbursement of P&I advances in the prior
month and had become current by month’s end.
	 
	 	 
	 

	 	No later than the 7th business day of the following month,
Fannie Mae will notify the Servicer of any material discrepancy
between the P&T Delinquency Advances (as previously reported by
the Servicer) and the amounts reflected in Fannie Mae’s
internal systems of record. Such material discrepancies shall constitute a material Due
Diligence issue and the Servicer and Fannie Mae will
work in good faith to resolve any such material discrepancies.
	 
	 	 
	 

	 	Legacy Servicing Advances Disbursement Timing: 
	 
	 	 
	 

	 	Flagstar Legacy Advances:
	 
	 	 
	 

	 	100% of P&I Delinquency Advances, 70% of T&I Servicing
Advances, and 70% of Corporate Advances in October 2009 cycle
of the Ongoing Reconciliation Period.
	 
	 	 
	 

	 	30% of T&I Servicing Advances and 30% of Corporate Advances
during the immediately subsequent monthly cycle in the Ongoing
Reconciliation Period, upon the completion of a Due Diligence
period as described below.
	 
	 	 
	 

	 	To the extent, Legacy Servicing Advances have not been
disbursed as contemplated above; such Legacy Servicing Advances
shall be disbursed during subsequent reporting cycles occurring
in the Ongoing Reconciliation Period.
	 
	 	 
	 

	 	Schedule 1 Legacy Advances:
	 
	 	 
	 

	 	100% following the addition of a Schedule 1 Legacy Advance,
which may include any or all of P&I Delinquency Advances, T&I
Servicing Advances and Corporate Servicing Advances, as
specified in Schedule I, provided:
	 
	 	 
	 

	 	(i) Data available to Fannie Mae and the Servicer allow Fannie
Mae to identify and segregate the Legacy Advances in a manner
it deems satisfactory in its sole and absolute discretion,
exercised in good faith; and 







 









 






	 	 	 

	 

	 	(ii) The Legacy Advance consist entirely of Servicing Advances
of the type or types specified in the Fannie Mae EAF Data
Dictionary. 

	 
	 	 
	REPORTS:

	 	The Servicer shall provide separate reports during the Ongoing
Reconciliation Period for MBS and portfolio (MRS) Mortgage
Loans. The reports will aggregate data at the Servicer level
for all branches and include the following (such information to
be provided as of the business day immediately preceding the
Report Date):
	 
	 	 
	 

	 	•     Loan-level and total amount requested for scheduled monthly
P&I as yet uncollected, including amounts relating to scheduled
P&I previously remitted through a Rapid Payment Method (as such
term is defined in the Guide); 

	 
	 	 
	 

	 	•     Amount to be deposited by the Servicer as Required P&I; and 

	 
	 	 
	 

	 	•     Loan-level and total funding requested for all T&I Servicing
Advances and Corporate Advances since the prior Report. 

	 
	 	 
	 

	 	As soon as feasible, the Servicer will endeavor to provide the
report using the data formats described in the existing version
of the Fannie Mae EAF Data Dictionary provided to the Servicer
by Fannie Mae. After November 30, 2010, no Periodic Early
Reimbursement Amount will be available unless and until the
Servicer has submitted an acceptable report using such formats.
In the future, Fannie Mae may revise the EAF Dictionary from
time to time in a commercially reasonable manner.
	 
	 	 
	 

	 	For the duration of the Variance, the Servicer shall also
provide a daily report of all transactions for which a
Collection occurs and the related deposits to the Collection
Account.
	 
	 	 
	 

	 	Not later than the twenty-fifth (25th) day of each
calendar month (or the next Business Day if the twenty-fifth
(25th) day is not a Business Day), Servicer shall
deliver to Fannie Mae or its designee, as directed by Fannie
Mae, (i) electronic and hard copies of bank reconciliations
applicable to T&I Custodial Accounts for the prior month and
applicable to P&I Custodial Accounts for the second prior
month, (ii) a report from the entity providing tax monitoring
services with penalty and interest information applicable to
the Mortgage Loans for the prior month, (iii) electronic and
hard copies of P&I Custodial Account Analysis (Form 496) for
the second prior month, and (iv) electronic and hard copies of
T&I Custodial Account Analysis (Form 496a) for the prior month.
	 
	 	 
	COLLECTIONS ACCOUNT
OVER
COLLECTION:

	 	All collections and reimbursements related to outstanding
Eligible Advances received on the related mortgage loans by the
Servicer from Fannie Mae, from mortgagors, or as liquidation
proceeds or other recoveries (in the aggregate, the
“Collections”) must be deposited by the Servicer within 48
hours of receipt into a Collections Account established by
Fannie Mae and under Fannie Mae’s control, subject to the
following:
	 
	 	 
	 

	 	(i)     During the Early Reimbursement Period, the Servicer may retain any Collections in excess of the Periodic Early Reimbursement
Amount outstanding on the related loan; and








 











 





	 	 	 

	 

	 	(ii)  During the (i) period between December 31, 2010
and June 30, 2012 or (ii) the completion of the
eighteen month period after the occurrence of a Stop
Event (as applicable), the Servicer may retain any
Collections in excess of the Aggregate Early
Reimbursement Amount.

	 
	 	 
	 

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

	 	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, any relating to
loans more than 90 days past their final liquidation
date, real estate owned (“REO”) more than 90 days
past their disposition date, and/or loans reported
with a zero UPB. 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 payment
of the Periodic Early Reimbursement Amount, the Over
Collection amount shall be applied to reduce the
aggregate Early Reimbursement Amount outstanding.
Any amount by which the Over Collection exceeds the
Aggregate Early Reimbursement Amount will be
returned to the Servicer.
	 
	 	 
	MONTHLY SETTLEMENTS

/ SETTLEMENT DATES:

	 	On the 3rd business day of each calendar
month, Fannie Mae will draft, from an account
designated by the Servicer, the Early Reimbursement
Compensation and any Deficiency Amount. Fannie Mae
shall, by e-mail, inform the Servicer of the amount
of such draft. Such date, each month, shall be
deemed a “Settlement Date”.
	 
	 	 
	 

	 	In the event that insufficient amounts are available
to pay the Early Reimbursement Compensation, then
Fannie Mae shall withdraw an amount equal to such
outstanding Early Reimbursement Compensation
directly from the Collections Account prior to the
calculation of the Periodic Early Reimbursement
Amount for that month. Such withdrawal will not void
the occurrence of a Stop Event.






 









 






	 	 	 

	 

	 	Following the occurrence of, and during the continuance of, a
Stop Event that has not been waived by Fannie Mae, Settlement
Dates shall occur with such frequency (i.e., weekly or daily) as
Fannie Mae shall direct.
	 
	 	 
	EARLY REIMBURSEMENT 

COMPENSATION:

	 	In consideration for receiving P&I Delinquency Advances and early
reimbursement of Other Advances, the Servicer will pay Fannie Mae
a monthly compensation amount equal to, with respect to the
Aggregate Early Reimbursement Amount and any Settlement Date, the
aggregate amount obtained by daily application of the
Compensation Rate to the amount of the Aggregate Early
Reimbursement Amount on a 360 day per year basis for the actual
number of days elapsed since the prior Settlement Date. The
Servicer will pay the Early Reimbursement Compensation to Fannie
Mae on each Settlement Date from its corporate funds.
	 
	 	 
	COMPENSATION RATE:

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

	 	0.500% of the Early Reimbursement Amount Limit payable on the
Closing Date and on the next business day after the Early
Reimbursement Amount Limit is increased. The Amendment Fee shall
be pro-rated on a monthly basis for any contract period less than
12 months. In the event this Addendum is extended before its
scheduled expiration, any unused portion of the Amendment Fee
will be credited against any future Amendment Fee due from the
Servicer.
	 
	 	 
	CLOSING DATE:

	 	December 22, 2010
	 
	 	 
	RECOUPMENT:

	 	Periodic Early Reimbursement Amounts shall be recouped by Fannie
Mae primarily through Collections, however the Servicer can pay
any or all outstanding amounts due at any time with corporate
funds, and is obligated to pay, if applicable, the outstanding
Aggregate Early Reimbursement Amount on or prior to the
completion of the .eighteen month period after the
Early Reimbursement Period ends, whether by the passage of time
or the occurrence of a Stop Event.
	 
	 	 
	STOP EVENTS:

	 	Unless otherwise waived by Fannie Mae, Stop Events are as follows:
	 
	 	 
	 

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

	 

	 	2.    Servicer ceases to be an approved Fannie Mae Servicer.

	 

	 	3.    Occurrence of a change of the Servicer’s Organization as set
forth in the Fannie Mae Servicing Guide Part 1, Chapter 2,
Section 204.









 




			
	***	 	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.




 









 










	 	 	 

	 

	 	 4.    Failure to resolve a material Due
Diligence issue within 30 business
days of notification, unless the
parties mutually agree to extend
such cure period (e.g. Due Diligence
issues may include, but are not
limited to, issues with the funds in
the Collections Account or the
making of non-permissible servicing
advances). In addition. Fannie Mae
has the option to suspend funding of
Periodic Early Reimbursement Amounts
while a material Due Diligence issue
remains unresolved, even if no Stop
Event has occurred. Fannie Mae will
work in good faith to determine
materiality of Due Diligence issues.

	 
	 	 
	 

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

	 
	 	 
	 

	 	6.    Failure of Servicer to submit the
required reporting (and not cured
within 5 business days).

	 
	 	 
	 

	 	7.    Breaches of representations,
warranties, covenants (not cured
after a period of time).

	 
	 	 
	 

	 	8.    Event of Default under the Master
Agreement or the Mortgage Selling
and Servicing Contract, as
applicable, which has not been cured
as may be allowed under such
agreement or contract, if applicable

	 
	 	 
	 

	 	9.    Failure by the Servicer to
deposit into the Trust Account,
Required P&I on the business day
immediately prior to the Draft Date;
provided, however, that such failure
shall be subject to a cure period of
one business day; provided, further,
however, that such cure period shall
be unavailable if such failure
occurs more than once in any
four-month period or more than twice
in any twelve-month period.

	 
	 	 
	 

	 	If a Stop Event occurs and is not
waived by Fannie Mae, the Early
Reimbursement Period is terminated.
	 
	 	 
	DUE DILIGENCE REQUIREMENTS:

	 	Fannie Mae has the right to perform
Due Diligence activities related to
Eligible Advances and Periodic Early
Reimbursement Amounts prior to the
Closing Date and at any such time
thereafter. Within 10 business days
of Fannie Mae’s (or its agent’s)
request, the Servicer is required to
provide reasonable accommodations
including documentation, system
access, the results of Servicer’s
own internal review and assessments,
and on site review. Failure of the
Servicer to provide such
accommodations would be considered a
material Due Diligence issue and
will be a Stop Event
	 
	 	 
	 

	 	Unless otherwise waived by Fannie
Mae, Fannie Mae has the option to
suspend funding of Early
Reimbursement Amounts while any
material Due Diligence issue remains
unresolved.
	 
	 	 
	 

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

	 	The Servicer shall pay for all
amounts for initial Due Diligence
(as billed by a third party due
diligence provider) and Fannie Mae
shall pay for any other additional
due diligence.
	 
	 	 
	 

	 	As part of the funding of Flagstar
Legacy Servicing Advances, Fannie
Mae shall have the opportunity to
conduct any additional Due Diligence
it deems necessary. 30% of the
funding for such Legacy Servicing
Advances shall occur subsequent to
the Due Diligence on such advances.






11









 






	 	 	 

	SERVICING TRANSFER:

	 	Unless consented to in writing by
Fannie Mae, no loan serviced on
behalf of Fannie Mae with respect to
any outstanding Eligible Advance
shall be transferred to another
Service unless such Eligible Advance
is collected and the related
Periodic Early Reimbursement Amounts
deposited into the Collections
Account or the Servicer makes a
payment equal to such outstanding
amounts.
	 
	 	 
	FANNIE MAE SERVICING REQUIREMENTS:

	 	Except as specifically set forth in
this Variance, entering into this
Variance does not alter or diminish
any obligations or duties required
of the Servicer according to the
Fannie Mae and Service Guides or the
Mortgage Selling and Servicing
Contract.
	 
	 	 
	ASSIGNMENT:

	 	Neither Fannie Mae nor the Servicer
may assign, transfer or participate
its rights under this Variance.
	 
	 	 
	TERMINATION:

	 	After the Early Reimbursement Period
is completed and the Aggregate
Reimbursement Amount is zero, this
Variance shall terminate.






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SCHEDULE 1: LEGACY ADVANCES




	 	 	 	 	 
	Original Advancing Servicer	 	Nature of Advances Added	 	Date Added
	Dovenmuehle Mortgage Inc.

	 	T&I Servicing Advances

Corporate Advances
	 	August 16, 2010
	 
	NHSA

	 	T&I Servicing Advances

Corporate Advances
	 	July 31, 2010
	 
	NHSA

	 	T&I Servicing Advances

Corporate Advances
	 	August 31, 2010
	 
	NHSA

	 	T&I Servicing Advances

Corporate Advances
	 	September 30, 2010
	 
	Construction Company

	 	T&I Servicing Advances

Corporate Advances
	 	July 31, 2010
(trailing loans to
follow)
	 
	Independence Federal Saving Bank

	 	T&I Servicing Advances

Corporate Advances
	 	August 31, 2010
	 
	First Florida Funding Corp

	 	T&I Servicing Advances

Corporate Advances
	 	August 31, 2010
	 
	AmTrust

	 	P&I Servicing Advances

T&I Servicing Advances

Corporate Advances
	 	December 10, 2010
(For funding
effective December
2010)






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ATTACHMENT A




See attached EAF Data Dictionary



14









 





ATTACHMENT B

Advance Request Form



For the [month/date/year] EAF funding, Nationstar submitted the following files:




	 	 	 	 	 	 	 	 	 
	 	 	Number of Files	 	 	Total FNMA Advance	 
	File Name	 	Submitted	 	 	Amount	 
	P&I Advance Detail
	 	 	 	 	 	[$xxx.xx]
	Corp/Escrow Advance Detail
	 	 	 	 	 	[$xxx.xx]
	Total
	 	 	 	 	 	[$xxx.xx]







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ATTACHMENT C




FUNDING SUMMARY (SAMPLE)



(See attached)



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