exv10w27




Exhibit 10.27


 






SERVICING RIGHTS SALE AND ISSUER TRANSFER AGREEMENT




by and between



BANK OF AMERICA, NATIONAL ASSOCIATION, as Seller



and



NATIONSTAR MORTGAGE LLC, as Purchaser



Dated as of December 5, 2011



 














 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	Article I DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	1	 
	 
	 	 	 	 
	Section 1.02 Other Definitional and Interpretative Provisions
	 	 	16	 
	 
	 	 	 	 
	Article II Sale and Conveyance of Assets; Assumption of Assumed Obligations; Closing
	 	 	17	 
	 
	 	 	 	 
	Section 2.01 Sale and Conveyance of Assets
	 	 	17	 
	 
	 	 	 	 
	Section 2.02 Assumption of Assumed Obligations
	 	 	18	 
	 
	 	 	 	 
	Section 2.03 Certain Obligations Retained by Seller
	 	 	18	 
	 
	 	 	 	 
	Section 2.04 Closing; Payment of Purchase Price
	 	 	20	 
	 
	Section 2.05 Servicing Transfer; Reimbursement of Advances; Subservicing; Transition
Subservicing
	 	 	21	 
	 
	 	 	 	 
	Section 2.06 Deliveries by the Seller
	 	 	22	 
	 
	 	 	 	 
	Section 2.07 Deliveries by the Purchaser
	 	 	23	 
	 
	 	 	 	 
	Section 2.08 Conditions to the Obligations of the Purchaser
	 	 	24	 
	 
	 	 	 	 
	Section 2.09 Conditions to the Obligations of the Seller
	 	 	26	 
	 
	 	 	 	 
	Section 2.10 Termination of Agreement Due to Nonsatisfaction of Condition
	 	 	28	 
	 
	 	 	 	 
	Article III REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
	 	 	28	 
	 
	 	 	 	 
	Section 3.01 Representations and Warranties of the Seller
	 	 	28	 
	 
	 	 	 	 
	Section 3.02 Representations and Warranties of the Purchaser
	 	 	28	 
	 
	 	 	 	 
	Section 3.03 Indemnification
	 	 	29	 
	 
	 	 	 	 
	Section 3.04 Indemnification Notice; Claim Notice
	 	 	31	 
	 
	 	 	 	 
	Section 3.05 Defense of Third Person Claims
	 	 	32	 
	 
	 	 	 	 
	Section 3.06 Disagreement Notice
	 	 	34	 
	 
	 	 	 	 
	Section 3.07 Payment of Indemnifiable Losses
	 	 	34	 
	 
	 	 	 	 
	Section 3.08 Net Recovery
	 	 	34	 
	 
	 	 	 	 
	Section 3.09 Repurchase Procedure; Repurchases of Reverse Mortgage Loans from
HMBS Pools
	 	 	35	 
	 
	 	 	 	 
	Section 3.10 Sole Remedy
	 	 	38	 
	 
	 	 	 	 
	Article IV covenants; COSTS
	 	 	38	 
	 
	 	 	 	 
	Section 4.01 Mutual Cooperation
	 	 	38	 
	 
	 	 	 	 
	Section 4.02 Notice of Claim
	 	 	39	 
	 
	 	 	 	 
	Section 4.03 Custodial Agreements
	 	 	39	 






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	 	 	Page
	Section 4.04 Costs
	 	 	39	 
	 
	 	 	 	 
	Section 4.05 Credit Files; Retention of Documents; Post-Transfer Support
	 	 	40	 
	 
	 	 	 	 
	Section 4.06 Antitrust Matters
	 	 	40	 
	 
	 	 	 	 
	Section 4.07 Public Announcement
	 	 	40	 
	 
	 	 	 	 
	Section 4.08 Convenience Checks and On-Line Access
	 	 	40	 
	 
	 	 	 	 
	Section 4.09 Access to Information
	 	 	41	 
	 
	 	 	 	 
	Section 4.10 Certain Notifications
	 	 	42	 
	 
	Article V MISCELLANEOUS PROVISIONS
	 	 	42	 
	 
	 	 	 	 
	Section 5.01 Entire Agreement
	 	 	42	 
	 
	 	 	 	 
	Section 5.02 Amendment
	 	 	42	 
	 
	 	 	 	 
	Section 5.03 No Implied Warranties
	 	 	42	 
	 
	 	 	 	 
	Section 5.04 Governing Law; Submission to Jurisdiction, Etc
	 	 	43	 
	 
	 	 	 	 
	Section 5.05 Waiver of Jury Trial
	 	 	43	 
	 
	 	 	 	 
	Section 5.06 Notices
	 	 	43	 
	 
	 	 	 	 
	Section 5.07 Waiver of Conditions
	 	 	44	 
	 
	 	 	 	 
	Section 5.08 Confidentiality
	 	 	45	 
	 
	 	 	 	 
	Section 5.09 Severability of Provisions
	 	 	45	 
	 
	 	 	 	 
	Section 5.10 Execution; Successors and Assigns
	 	 	45	 
	 
	 	 	 	 
	Section 5.11 Further Agreements
	 	 	45	 
	 
	 	 	 	 
	Section 5.12 Reproduction of Documents
	 	 	46	 
	 
	 	 	 	 
	Section 5.13 No Third Party Beneficiaries
	 	 	46	 






EXHIBITS AND SCHEDULES:




Exhibit A: Purchase Prices for Assets

Exhibit B: Representations and Warranties of the Seller

Exhibit C: Representations and Warranties of the Purchaser

Exhibit D: Transition Subservicing Agreement

Exhibit E: Form of Bill of Sale and Assignment Agreement


Schedule 1: Reverse Mortgage Loans related to the Group 1 Assets

Schedule 2: Reverse Mortgage Loans related to the Group 2 Assets

Schedule 3: Reverse Mortgage Loans related to the Group 3 Assets

Schedule 4: Reverse Mortgage Loans related to the Group 4 Assets

Schedule 5: Reverse Mortgage Loans related to the Group 5 Assets

Schedule 6: Reverse Mortgage Loans related to the Group 6 Assets

Schedule 7: Reverse Mortgage Loans related to the Group 7 Assets




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Schedule 8: Reverse Mortgage Loans related to the Group 8 Assets

Schedule 9: Subserviced Reverse Mortgage Loans

Schedule 10: HMBS Pool Schedule

Schedule 11:List of Ginnie Mae Issuer Transfer Documents

Schedule 12-1: List of Assumed Contracts

Schedule 12-2: List of Underlying Servicing Agreements for Third-Party Serviced Assets

Schedule 13: Servicing File Documents

Schedule 14: Mortgage Loan Schedule Fields

Schedule 15: Document Deficiencies with respect to the Reverse Mortgage Loans related to the Group
1 Assets, Group 3 Assets and
               
        Group 5 Assets

Schedule 16: Claims Request Data Fields




iii









 





     This SERVICING RIGHTS SALE AND ISSUER TRANSFER AGREEMENT (this “Agreement”),
dated as of December 5, 2011 (the “Effective Date”), is made by and between Bank of
America, National Association (the “Seller” or “BANA”) and Nationstar Mortgage LLC
(the “Purchaser” or “Nationstar”).



RECITALS




     WHEREAS, the Seller owns the Assets;



     WHEREAS, the Seller desires to sell and the Purchaser desires to purchase all of the Seller’s
right, title, and interest in and to the Assets in accordance with the terms and conditions of this
Agreement;



     WHEREAS, the Purchaser desires to assume the Assumed Obligations with respect to the Reverse
Mortgage Loans as provided herein; and



     NOW, THEREFORE, in consideration of the mutual agreements, representations warranties and
covenants hereinafter set forth, and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the Purchaser and the Seller hereby agree as follows:



ARTICLE I




DEFINITIONS




	 	 	Section 1.01 Definitions.





     Whenever used herein, the following words and phrases, unless the content otherwise requires,
shall have the following meanings.



     Acknowledgment Agreement: The Acknowledgement Agreement, dated as of December 5, 2011,
by and among Ginnie Mae, Nationstar, as issuer and BANA, as secured party.



     Additional Balances: All amounts added to the Outstanding Principal Balance of a
Reverse Mortgage Loan in respect of principal advances, servicing advances, servicing fees,
mortgage insurance premiums paid to HUD, as applicable, and other amounts provided for in the
related Reverse Mortgage Loan.



     Affiliate: With respect to any Person, any other Person that, directly or indirectly,
through one or more intermediaries, controls, is controlled by or is under common control with,
such Person. As used in the immediately preceding sentence, the term “control” (including the two
terms “controlled by” and “under common control with”) means the possession,
directly or indirectly, of the power to direct or cause the direction of management or policies of
the specified Person, whether through the ownership of voting securities, by contract or otherwise.



     Agency: Any of Fannie Mae, Freddie Mac, Ginnie Mae, FHA or HUD, as applicable.



 









 





     Agreement: This Servicing Rights Sale and Issuer Transfer Agreement, and any
schedules, exhibit and written and agreed to amendments or modifications hereto.



     Applicable Law: With respect to any Person, any federal, state, local or foreign law
(statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule,
regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted,
adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to
such Person, as amended unless expressly specified otherwise.



     Asset Group: Any of the Group 1 Assets, Group 2 Assets, Group 3 Assets, Group 4
Assets, Group 5 Assets, Group 6 Assets, Group 7 Assets and Group 8 Assets.



     Assets: Collectively, the Group 1 Assets, Group 2 Assets, Group 3 Assets, Group 4
Assets, Group 5 Assets, Group 6 Assets, Group 7 Assets and Group 8 Assets.



     Assignment and Assumption Agreement (Group 2 Assets): That certain assignment,
assumption and recognition agreement to be entered as of the related Issuer Transfer Closing Date
relating to the assignment and assumption of the Group 2 Assumed Contracts, in form and substance
reasonably acceptable to the Seller and the Purchaser.



     Assignment and Assumption Agreement (Group 3 Assets): That certain assignment,
assumption and recognition agreement to be entered as of the related Issuer Transfer Closing Date
relating to the assignment and assumption of the Group 3 Assumed Contracts, in form and substance
reasonably acceptable to the Seller and the Purchaser.



     Assignment and Assumption Agreement (Group 4 Assets): That certain assignment,
assumption and recognition agreement to be entered as of the related Issuer Transfer Closing Date
relating to the assignment and assumption of the Group 4 Assumed Contracts, in form and substance
reasonably acceptable to the Seller and the Purchaser.



     Assignment and Assumption Agreement (Group 5 Assets): That certain assignment,
assumption and recognition agreement to be entered as of the related Issuer Transfer Closing Date
relating to the assignment and assumption of the Group 5 Assumed Contracts, in form and substance
reasonably acceptable to the Seller and the Purchaser.



     Assignment and Assumption Agreement (Group 6 Assets): That certain assignment,
assumption and recognition agreement relating to the assignment and assumption of the Group 6
Assumed Contracts, in form and substance reasonably acceptable to the Seller and the Purchaser.



     Assignment and Assumption Agreement (Group 7 Assets): Each assignment, assumption and
recognition agreement relating to the assignment and assumption of Group 7 Assumed Contracts, in
form and substance reasonably acceptable to the Seller and the Purchaser.



     Assignment and Assumption Agreement (Group 8 Assets): That certain assignment,
assumption and recognition agreement relating to the assignment and assumption of the Group 8
Assumed Contracts, in form and substance reasonably acceptable to the Seller and the Purchaser.



2









 





     Assignment and Assumption Agreements: Collectively, the Assignment and Assumption
Agreement (Group 2 Assets), Assignment and Assumption Agreement (Group 3 Assets), Assignment and
Assumption Agreement (Group 4 Assets), Assignment and Assumption Agreement (Group 5 Assets),
Assignment and Assumption Agreement (Group 6 Assets), Assignment and Assumption Agreement (Group 7
Assets) and Assignment and Assumption Agreement (Group 8 Assets).



     Assumed Contracts: Collectively, the Group 2 Assumed Contracts, Group 3 Assumed
Contracts, Group 4 Assumed Contracts, Group 5 Assumed Contracts, Group 6 Assumed Contracts, Group 7
Assumed Contracts and Group 8 Assumed Contracts.



     Assumed Liabilities: Collectively, the Group 1 Assumed Liabilities, Group 2 Assumed
Liabilities, Group 3 Assumed Liabilities, Group 4 Assumed Liabilities and Group 5 Assumed
Liabilities.



     Assumed Obligations: With respect to (i) the Issuer Transfer Asset Groups, the related
Assumed Liabilities and (ii) the Group 6 Assets, Group 7 Assets and Group 8 Assets, the related
Assumed Contracts.



     BANA-Serviced Assets: As defined in Section 2.05(a).



     BANA-Serviced Assets Servicing Transfer Date: As defined in Section 2.05(a).



     Bill of Sale and Assignment Agreement: With respect to any Closing Date, a Bill of
Sale and Assignment Agreement in respect of the related Assets substantially in the form set forth
in Exhibit E.



     Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a day on which
banking and savings and loan institutions in the State of New York or the State of Texas are
authorized or obligated by law, executive order or other governmental action to be closed.



     Claimant: As defined in Section 3.04 of this Agreement.



     Claim Notice: As defined in Section 3.04 of this Agreement.



     Closing: A Non-Issuer Transfer Closing or an Issuer Transfer Closing, as applicable.



     Closing Date: A Non-Issuer Transfer Closing Date or an Issuer Transfer Closing Date,
as applicable.



     Collateral Deficient Loan: As defined in Section 2.03(b) of this Agreement.



     Convenience Check: As defined in Section 4.08 of this Agreement.



     Cure Period: As defined in Section 3.09(b)(i)(B) of this Agreement.



     Deposit Amount: As defined in Section 2.04 of this Agreement.



3









 





     Disagreement Notice: As defined in Section 3.06 of this Agreement.



     Effective Date: December 5, 2011, the date this Agreement is executed by the Parties
hereto.



     Election Notice: As defined in Section 3.05 of this Agreement.



     Eligible Participation: With respect to each Issuer Transfer Asset Group, the
uncertificated portion of a Participation in respect of a Reverse Mortgage Loan related to such
Asset Group eligible for an HMBS issuance.



     Eligible Participations Purchase Price: With respect to any Eligible Participations
related to an Issuer Transfer Asset Group, a price equal to 100% of the aggregate Outstanding
Principal Balance of such Participations as of the related Participations Cut-off Date.



     Escrow Account: As defined in Section 2.04.



     Escrow Agent: Wells Fargo Bank, N.A., in its capacity as escrow agent.



     Escrow Agreement: That certain escrow agreement, dated as of December 5, 2011, by and
among the Seller, Purchaser and the Escrow Agent.



     Fannie Mae: Fannie Mae, f/k/a the Federal National Mortgage Association, or any
successor organization.



     Fannie Mae Guides: The Fannie Mae Selling Guide and the Fannie Mae Servicing Guide
and all amendments or additions thereto.



     FHA: The Federal Housing Administration, an agency within the United States
Department of Housing and Urban Development, or any successor thereto and including the Federal
Housing Commissioner and the Secretary of Housing and Urban Development where appropriate under the
FHA regulations.



     FHA Insurance: An insurance policy issued by the FHA with respect to a loan under the
applicable section of the National Housing Act, as amended.



     Final Certification Documents: The collateral documents pertaining to each Reverse
Mortgage Loan that are required for standard initial and final certification pursuant to the Ginnie
Mae Guide with respect to Reverse Mortgage Loans eligible for securitization in HMBS Pools.



     Funding Date: December 22, 2011, or such other date as mutually agreed upon by the
Seller and Purchaser.



     Funding Schedule: A funding schedule mutually agreed upon by the Seller and the
Purchaser and setting forth the amounts required to determine payments and remittances required
under Section 2.04.



4









 





     General Servicing Costs: Any amounts attributable to or arising from (i) overhead
allocations, general or administrative costs and expenses, or any cost for the time of any Party’s
employees and (ii) any increased servicing costs related solely to the status of a Reverse Mortgage
Loan (whether due and payable, in foreclosure or REO) or related to the routine servicing costs
(including foreclosure costs) related to servicing Reverse Mortgage Loans in general.



     Ginnie Mae: The Government National Mortgage Association, a wholly owned corporate
instrumentality of the United States within HUD, or any successor thereto.



     Ginnie Mae Approval Letter: The letter from Ginnie Mae approving the transfer of the
Ginnie Mae Issuer Responsibilities from Seller to Purchaser.



     Ginnie Mae II Custom MBS Program: As defined in the Ginnie Mae Guide.



     Ginnie Mae Defective Loan: Any Reverse Mortgage Loan required to be purchased by the
Purchaser from the related HMBS Pool by Ginnie Mae for failure to satisfy the requirements set
forth in Sections 35-5 or 35-6 of the Ginnie Mae Guide and deemed a “Defective Mortgage” as defined
in the Ginnie Mae Guide.



     Ginnie Mae Drafting Account: As defined in Section 3.09(b).



     Ginnie Mae Drafting Date: The date Ginnie Mae drafts the Ginnie Mae Drafting Account,
which is (i) the 19th calendar day of each month, or if the 19th calendar is
not a Business Day, then on the Business Day immediately preceding the 19th calendar day
(in the case of payments for the Guaranty Fee and payments required to be made on certificated HMBS
Securities) or (ii) the 20th calendar day or, if the 20th calendar day is not
a Business Day then on the next Business Day (in the case of payments required to be made in
book-entry form).



     Ginnie Mae Guide: The Ginnie Mae Mortgage-Backed Securities Guide and all amendments
or additions thereto.



     Ginnie Mae Issuer Responsibilities: With respect to the HMBS Pools, all the duties,
responsibilities and liabilities of the Issuer of Record under the Ginnie Mae II MBS Program, the
Guaranty Agreement and the Ginnie Mae Guide, including the obligation to fund any Additional
Balances that arise on the HECM Loans underlying the related HMBS Pools.



     Ginnie Mae Issuer Rights: With respect to the HMBS Pools, all the rights of the
“Issuer of Record” under the Ginnie Mae II MBS Program, the Guaranty Agreement and the Ginnie Mae
Guide, including the right to service the HECM Loans underlying the related HMBS Pools and to
receive the servicing fee and/or the servicing fee margin, as applicable, with respect thereto.



     Ginnie Mae Issuer Transfer Documents: The Ginnie Mae transfer of issuer responsibility
documents listed on Schedule 11 attached hereto.



5









 





     Ginnie Mae Repurchase Notice: Any applicable notification from Ginnie Mae that a
Reverse Mortgage Loan is a Ginnie Mae Defective Loan, Mandatory Repurchased Loan or Collateral
Deficient Loan.



     Governmental Authority: Any transnational, domestic or foreign federal, state or
local, governmental authority, department, court, agency (including HUD) or official, including any
political subdivision thereof.



     Group 1 Assets: The Ginnie Mae Issuer Rights with respect to the HMBS Pools in which
the Reverse Mortgage Loans set forth on Schedule 1 attached hereto are included, which HMBS Pools
were issued by the Seller or an Affiliate thereof.



     Group 1 Assumed Liabilities: With respect to the Group 1 Assets, all Ginnie Mae
Issuer Responsibilities of Seller with respect to the applicable HMBS Pools set forth on Schedule
10 attached hereto, other than the Group 1 Retained Liabilities.



     Group 1 Purchase Price: The purchase price for the Group 1 Assets as set forth on
Exhibit A to this Agreement.



     Group 1 Retained Liabilities: Each of (i) the Ginnie Mae Issuer Responsibilities of
the Seller to purchase any Reverse Mortgage Loan from the HMBS Pool related to the Group 1 Assets
when the Outstanding Principal Balance of any such Reverse Mortgage Loan is equal to or greater
than 98% of the Maximum Claim Amount, which event is defined as a “Mandatory Purchase Event” in the
Ginnie Mae Guide and (ii) the requirement to repurchase any Reverse Mortgage Loan from the HMBS
Pool related to the Group 1 Assets that does not satisfy the requirements set forth in Sections
35-5 and 35-6 of the Ginnie Mae Guide and is deemed by Ginnie Mae to be a “Defective Mortgage” as
defined in the Ginnie Mae Guide.



     Group 2 Assets: The (i) Ginnie Mae Issuer Rights with respect to the HMBS Pools in
which the Reverse Mortgage Loans set forth on Schedule 2 attached hereto are included, which HMBS
Pools were issued by the Seller or an Affiliate thereof and (ii) all rights assigned to the
Purchaser pursuant to the Assignment and Assumption Agreement (Group 2 Assets).



     Group 2 Assumed Contracts: The agreements set forth on Schedule 12-1 attached hereto
designated as the “Group 2 Assumed Contracts”.



     Group 2 Assumed Liabilities: With respect to the Group 2 Assets, (i) all Ginnie Mae
Issuer Responsibilities of Seller with respect to the applicable HMBS Pools set forth on Schedule
10 attached hereto, other than the Group 2 Retained Liabilities and (ii) all obligations assumed by
the Purchaser pursuant to the Assignment and Assumption Agreement (Group 2 Assets).



     Group 2 Purchase Price: The purchase price for the Group 2 Assets as set forth on
Exhibit A to this Agreement.



     Group 2 Retained Liabilities: Each of (i) the Ginnie Mae Issuer Responsibilities of
the Seller to purchase any Reverse Mortgage Loan from the HMBS Pool related to the Group 2 Assets
when the Outstanding Principal Balance of any such Reverse Mortgage Loan is equal to



6









 




or greater
than 98% of the Maximum Claim Amount, which event is defined as a “Mandatory Purchase Event” in the
Ginnie Mae Guide and (ii) the requirement to repurchase any Reverse Mortgage Loan from the HMBS
Pool related to the Group 2 Assets that does not satisfy the requirements set forth in Sections
35-5 and 35-6 of the Ginnie Mae Guide and is deemed by Ginnie Mae to be a “Defective Mortgage” as
defined in the Ginnie Mae Guide.




     Group 2 Subservicer: Wells Fargo Bank, National Association, in its capacity as
subservicer of the Group 2 Assets and the related Reverse Mortgage Loans.



     Group 3 and Group 5 Reconciliation Date: January 5, 2012, or such other date as
mutually agreed upon by the Seller and Purchaser.



     Group 3 Assets: The (i) Ginnie Mae Issuer Rights with respect to the HMBS Pools in
which the Reverse Mortgage Loans set forth on Schedule 3 attached hereto are included, which HMBS
Pools were issued by the Seller or an Affiliate thereof and (ii) all rights assigned to the
Purchaser pursuant to the Assignment and Assumption Agreement (Group 3 Assets).



     Group 3 Assumed Liabilities: With respect to the Group 3 Assets, (i) all Ginnie Mae
Issuer Responsibilities of Seller with respect to the applicable HMBS Pools set forth on Schedule
10 attached hereto, other than the Group 3 Retained Liabilities and (ii) all obligations assumed by
the Purchaser pursuant to the Assignment and Assumption Agreement (Group 3 Assets).



     Group 3 Assumed Contracts: The agreements set forth on Schedule 12-1 attached hereto
designated as the “Group 3 Assumed Contracts”.



     Group 3 Purchase Price: The purchase price for the Group 3 Assets as set forth on
Exhibit A to this Agreement.



     Group 3 Retained Liabilities: Each of (i) the Ginnie Mae Issuer Responsibilities of
the Seller to purchase any Reverse Mortgage Loan from the HMBS Pool related to the Group 3 Assets
when the Outstanding Principal Balance of any such Reverse Mortgage Loan is equal to or greater
than 98% of the Maximum Claim Amount, which event is defined as a “Mandatory Purchase Event” in the
Ginnie Mae Guide and (ii) the requirement to repurchase any Reverse Mortgage Loan from the HMBS
Pool related to the Group 3 Assets that does not satisfy the requirements set forth in Sections
35-5 and 35-6 of the Ginnie Mae Guide and is deemed by Ginnie Mae to be a “Defective Mortgage” as
defined in the Ginnie Mae Guide.



     Group 3 Subservicer: Reverse Mortgage Solutions, Inc., in its capacity as subservicer
of the Group 3 Assets and the related Reverse Mortgage Loans.



     Group 3 Transfer Fee: An amount equal to $8,000,000.



     Group 4 Assets: The (i) Ginnie Mae Issuer Rights with respect to the HMBS Pools in
which the Reverse Mortgage Loans set forth on Schedule 4 attached hereto are included, which HMBS
Pools were issued by the Seller or an Affiliate thereof and (ii) all rights assigned to the
Purchaser pursuant to the Assignment and Assumption Agreement (Group 4 Assets).



7









 





     Group 4 Assumed Contracts: The agreements set forth on Schedule 12-1 attached hereto
designated as the “Group 4 Assumed Contracts”.



     Group 4 Assumed Liabilities: With respect to the Group 4 Assets, (i) all Ginnie Mae
Issuer Responsibilities of Seller with respect to the applicable HMBS Pools set forth on Schedule
10 attached hereto, other than the Group 4 Retained Liabilities and (ii) all obligations assumed by
the Purchaser pursuant to the Assignment and Assumption Agreement (Group 4 Assets).



     Group 4 Purchase Price: The purchase price for the Group 4 Assets as set forth on
Exhibit A to this Agreement.



     Group 4 Retained Liabilities: Each of (i) the Ginnie Mae Issuer Responsibilities of
the Seller to purchase any Reverse Mortgage Loan from the HMBS Pool related to the Group 4 Assets
when the Outstanding Principal Balance of any such Reverse Mortgage Loan is equal to or greater
than 98% of the Maximum Claim Amount, which event is defined as a “Mandatory Purchase Event” in the
Ginnie Mae Guide and (ii) the requirement to repurchase any Reverse Mortgage Loan from the HMBS
Pool related to the Group 4 Assets that does not satisfy the requirements set forth in Sections
35-5 and 35-6 of the Ginnie Mae Guide and is deemed by Ginnie Mae to be a “Defective Mortgage” as
defined in the Ginnie Mae Guide.



     Group 4 Subservicer: Financial Freedom Acquisition LLC, in its capacity as
subservicer of the Group 4 Assets and the related Reverse Mortgage Loans.



     Group 5 Assets: The (i) Ginnie Mae Issuer Rights with respect to the HMBS Pools in
which the Reverse Mortgage Loans set forth on Schedule 5 attached hereto are included, which HMBS
Pools were issued by the Seller or an Affiliate thereof and (ii) all rights assigned to the
Purchaser pursuant to the Assignment and Assumption Agreement (Group 5 Assets).



     Group 5 Assumed Contracts: The agreements set forth on Schedule 12-1 attached hereto
designated as the “Group 5 Assumed Contracts”.



     Group 5 Assumed Liabilities: With respect to the Group 5 Assets, (i) all Ginnie Mae
Issuer Responsibilities of Seller with respect to the applicable HMBS Pools set forth on Schedule
10 attached hereto, other than the Group 5 Retained Liabilities and (ii) all obligations assumed by
the Purchaser pursuant to the Assignment and Assumption Agreement (Group 5 Assets).



     Group 5 Purchase Price: The purchase price for the Group 5 Assets as set forth on
Exhibit A to this Agreement.



     Group 5 Retained Liabilities: Each of (i) the Ginnie Mae Issuer Responsibilities of
the Seller to purchase any Reverse Mortgage Loan from the HMBS Pool related to the Group 5 Assets
when the Outstanding Principal Balance of any such Reverse Mortgage Loan is equal to or greater
than 98% of the Maximum Claim Amount, which event is defined as a “Mandatory Purchase Event” in the
Ginnie Mae Guide and (ii) the requirement to repurchase any Reverse Mortgage Loan from the HMBS
Pool related to the Group 5 Assets that does not satisfy the requirements set forth in Sections
35-5 and 35-6 of the Ginnie Mae Guide and is deemed by Ginnie Mae to be a “Defective Mortgage” as
defined in the Ginnie Mae Guide.



8









 





     Group 5 Subservicer: MetLife Bank, N.A., in its capacity as subservicer of the Group
5 Assets and the related Reverse Mortgage Loans.



     Group 5 Transfer Fee: An amount equal to $2,500,000.



     Group 6 Assets: The Servicing Rights for the Reverse Mortgage Loans set forth on
Schedule 6 attached hereto included in a securitization designated as Mortgage Equity Conversion
Asset Trust 2011-1.



     Group 6 Assumed Contracts: The agreements set forth on Schedule 12-1 attached hereto
designated as the “Group 6 Assumed Contracts”.



     Group 6 Purchase Price: The purchase price for the Group 6 Assets as set forth on
Exhibit A to this Agreement.



     Group 7 Assets: The Servicing Rights for the Reverse Mortgage Loans set forth on
Schedule 7 attached hereto owned by Lehman Brothers Holdings, Inc. or its Affiliates, including
Aurora Bank.



     Group 7 Assumed Contracts: The agreements set forth on Schedule 12-1 attached hereto
designated as the “Group 7 Assumed Contracts”.



     Group 7 Purchase Price: The purchase price for the Group 7 Assets as set forth on
Exhibit A to this Agreement.



     Group 8 Assets: The Servicing Rights for the Reverse Mortgage Loans set forth on
Schedule 8 attached hereto included in the Group 8 Securitizations.



     Group 8 Assumed Contracts: The agreements set forth on Schedule 12-1 attached hereto
designated as the “Group 8 Assumed Contracts”.



     Group 8 Purchase Price: The purchase price for the Group 8 Assets as set forth on
Exhibit A to this Agreement.



     Group 8 Securitizations: The securitizations sponsored by the Seller and designated as
the “Group 8 Securitizations” on Schedule 12-1 attached hereto.



     Guaranty Agreement: With respect to each HMBS, the guaranty agreement executed by the
related Ginnie Mae issuer and Ginnie Mae.



     HECM Loan: At origination, any Reverse Mortgage Loan that is subject to FHA Insurance
under the FHA’s Home Equity Conversion Mortgage program.



     HMBS: A Ginnie Mae security backed by HECM Loan participations under the umbrella of
the Ginnie Mae II Custom MBS program.



     HMBS Assets: Collectively, the Group 1 Assets, Group 2 Assets, Group 3 Assets, Group 4
Assets and Group 5 Assets.



9









 





     HMBS Loan: Any HECM Loan that is eligible to be pooled into an HMBS or is currently in
an HMBS Pool.



     HMBS Pools: The HMBS pools set forth on Schedule 10 attached hereto.



     HUD: The United States Department of Housing and Urban Development, or any federal
agency or official thereof which may from time to time succeed to the functions thereof with regard
to FHA mortgage insurance. The term “HUD,” for purposes of this Agreement, is also deemed to
include subdivisions thereof such as the FHA and Government National Mortgage Association.



     HUD Handbook: Regulations promulgated by HUD under the Act, codified in Title 24 of
the Code of Federal Regulations, and other HUD issuances relating to HECM Loans, including, but not
limited to, the HUD Home Equity Conversion Mortgage Handbook 4235.1 REV-1, HUD Handbook 4330.1
REV-5 and any subsequent revisions thereto and any other handbook or mortgagee letters, circulars,
notices or other issuances issued by HUD applicable to the Mortgage Loans, as amended, modified,
updated or supplemented from time to time.



     Indemnifiable Losses: Any and all actual and out-of-pocket losses, damages,
deficiencies, claims, penalties, fines, forfeitures, reasonable costs and expenses (including
reasonable attorneys’ fees and disbursements) actually incurred by an Indemnified Party, excluding
any (i) amounts attributable to General Servicing Costs, (ii) special, indirect, consequential,
punitive, extraordinary or exemplary damages (except any such damages paid or finally determined by
a Governmental Authority to be payable by the Claimant to a third party), unrealized expectation,
diminution in value, lost profits, lost investment or business opportunity, damage to reputation or
operating losse or (iii) damages, losses, obligations, Liabilities, claims, penalties, costs or
expenses solely due to the passing of, or any change in, any Applicable Law after the date of this
Agreement even if the change has retroactive effect.



     Indemnified Party: Any Purchaser Indemnitee or Seller Indemnitee, as the case may be.



     Indemnifying Party: As defined in Section 3.04 of this Agreement.



     Indemnification Notice: As defined in Section 3.04 of this Agreement.



     Indemnification Reimbursement Date: As defined in Section 3.04(b) of this Agreemenet.



     Ineligible Participations Purchase Price: With respect to (i) any Ineligible
Participations related to the Group 1 Assets, Group 3 Assets or Group 5 Assets as of the related
Participations Cut-off Date, a price equal to the product of (x) the Outstanding Principal Balance
of the related Ineligible Participations as of the related Participations Cut-off Date multiplied
by (y) either (1) 72.5% for any defaulted Ineligible Participations or (2) 50.0% for any due and
payable Ineligible Participations and (ii) any Ineligible Participations related to the Group 1
Assets, Group 3 Assets or Group 5 Assets from the period beginning on but excluding the related
Participations Cut-off Date through December 31, 2011, 100% of the Outstanding Principal Balance of
the related Ineligible Participations. With respect to the Ineligible Participations related to the
Group 2



10









 




Assets or Group 4 Assets, a price to be mutually agreed upon by the Seller and Purchaser on
or prior to the related Issuer Transfer Closing Date.




     Ineligible Participation: With respect to each Issuer Transfer Asset Group, the
uncertificated portion of a Participation in respect of a Reverse Mortgage Loan related to such
Asset Group that does not qualify as an Eligible Participation, which participations have been
declared due and payable or defaulted and which remain fully insured by FHA (and not assignable to
HUD), as determined by Purchaser and the Seller, as of the related Participations Cut-off Date.



     Interim Servicing Period: As defined in Section 2.05(c).



     Investor: As applicable, any Person, any Agency, including but not limited to Fannie
Mae, which owns the legal interest in a Reverse Mortgage Loan (including any trustee).



     Issuer Transfer Asset Group: Each of the Group 1 Assets, Group 2 Assets, Group 3
Assets, Group 4 Assets and Group 5 Assets.



     Issuer Transfer Closing: As defined in Section 2.04(c) of this Agreement.



     Issuer Transfer Closing Date: With respect to the Group 1 Assets, Group 3 Assets and
Group 5 Assets, January 1, 2012, or such other date as may be mutually agreed upon by the Seller
and Purchaser. With respect to the Group 2 Assets and Group 4 Assets, such date as may be mutually
agreed upon by the Seller and Purchaser.



     Liabilities: With respect to any Person, shall mean any liabilities, responsibilities
or obligations of such Person of any kind, character or description, whether known or unknown,
absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated,
secured or unsecured, joint or several, due or to become due, vested or unvested, executory,
determined, determinable or otherwise, and whether or not the same is required to be accrued on the
financial statements of such Person.



     LIBOR: At any time the rate (rounded to the next higher 1/100 of 1%) of interest for
one month U.S. dollar deposits as reported on the Bloomberg system as of 11:00 a.m. London time for
such day, provided, if such day is not a Business Day, the immediately preceding Business Day or,
if not so reported, then as determined by the Seller from another recognized source or interbank
quotation.



     Lien: Any lien, claim, mortgage, security interest, pledge, charge, easement,
servitude or other encumbrance of any kind, including any of the foregoing arising under any
conditional sales or other title retention agreement.



     Loan-Level Indemnification Amounts: As defined in Section 3.03(a)(v) of this
Agreement.



     Mandatory Repurchased Loan: Any Reverse Mortgage Loan required to be purchased by the
Purchaser from the related HMBS Pool when the Outstanding Principal Balance of any such



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Reverse
Mortgage Loan is equal to or greater than 98% of the Maximum Claim Amount, which event is defined
as a “Mandatory Purchase Event” in the Ginnie Mae Guide.




     Maximum Claim Amount: With respect to each HECM Loan, the lesser of the appraised
value of the Mortgaged Property or the maximum loan limit established for a one family residence
under Section 305(a)(2) of the Federal Home Loan Mortgage Corporation Act (as adjusted where
applicable under Section 214 of the National Housing Act).



     Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note,
which creates a first lien on an unsubordinated estate in fee simple or leasehold estate in real
property securing the Mortgage Note.



     Mortgage Loan Schedule: The mortgage loan schedule delivered by the Seller to the
Purchaser on the applicable Closing Date, which schedule identifies each Reverse Mortgage Loan
related to an Asset Group and sets forth the information set forth on Schedule 14 attached hereto
with respect to each Reverse Mortgage Loan.



     Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured
by a Mortgage.



     Mortgaged Property: Real property which is encumbered by the lien of a Mortgage and
which is security for the related Reverse Mortgage Loan.



     Mortgagor: The obligor on a Mortgage Note.



     Non-Issuer Transfer Asset Group: Each of the Group 6 Assets, Group 7 Assets and Group
8 Assets.



     Non-Issuer Transfer Closing: As defined in Section 2.04(a) of this Agreement.



     Non-Issuer Transfer Closing Date: With respect to the Group 6 Assets and Group 8
Assets, January 1, 2012, or such other date as may be mutually agreed upon by the Seller and
Purchaser. With respect to the Group 7 Assets, such date as may be mutually agreed upon by the
Seller and Purchaser.



     On-Line Access: As defined in Section 4.08 of this Agreement.



     Optional Repurchased Loan: Any Reverse Mortgage Loan purchased by the Purchaser from
the related HMBS Pool due to an “Optional Purchase Event” as defined in the Ginnie Mae Guide.



     Outstanding Principal Balance: As to each Reverse Mortgage Loan on any date of
determination, the principal balance of the Reverse Mortgage Loan as of such date (including,
without limitation, all related servicing fees, principal advances, accrued interest and servicing
advances to the extent permitted to be added to the principal balance of the Reverse Mortgage Loan)
after giving effect to payments of principal on or before such date.



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     Participations: The participation interests in the HECM Loans (including the
uncertificated portion of any HMBS Loan) created from time to time by the Guaranty Agreement and
identified on the Schedules of Mortgages and Pooled Participations attached thereto.



     Participations Purchase Price: The Eligible Participations Purchase Price or the
Ineligible Participations Purchase Price, as applicable.



     Participations Cut-off Date: With respect to (i) the Group 1 Assets and the Group 5
Assets, October 31, 2011 and (ii) the Group 3 Assets, November 30, 2011.



     Person: Any individual, corporation, partnership, joint venture, limited liability
company, association, joint-stock company, trust, unincorporated organization, government or any
agency or political subdivision thereof.



     Pledge Agreement: The Pledge and Security Agreement, dated as of December 5, 2011, by
and between Nationstar, as pledgor and BANA, as pledgee.



     Proceeding: Any action, arbitration, audit, hearing, investigation, litigation or
suit.



     Purchaser Certification Documents: Endorsements, allonges and assignments in blank (or
to the Purchaser) with respect to a Reverse Mortgage Loan.



     Purchase Price: Any of the Group 1 Purchase Price, Group 2 Purchase Price, Group 3
Purchase Price, Group 4 Purchase Price, Group 5 Purchase Price, Group 6 Purchase Price, Group 7
Purchase Price or the Group 8 Purchase Price.



     Purchaser: As defined in the introductory paragraph to this Agreement.



     Purchaser Indemnitee: As defined in Section 3.03(a).



     Required Approvals: With respect to each Asset Group:



     (i) With respect to the transactions contemplated hereby in respect of the Group 1 Assets and
the Group 1 Assumed Liabilities, such transactions have been approved in writing by Ginnie Mae, as
evidenced by the Ginnie Mae Approval Letter;



     (ii) With respect to the transactions contemplated hereby in respect of the Group 2 Assets and
the Group 2 Assumed Liabilities, (i) such transactions have been approved in writing by Ginnie Mae,
as evidenced by the Ginnie Mae Approval Letter and (ii) execution of the Assignment and Assumption
Agreement (Group 2 Assets) by all required parties (other than the Seller and the Purchaser);



     (iii) With respect to the transactions contemplated hereby in respect of the Group 3 Assets
and the Group 3 Assumed Liabilities, (i) such transactions have been approved in writing by Ginnie
Mae, as evidenced by the Ginnie Mae Approval Letter and (ii) execution of the Assignment and
Assumption Agreement (Group 3 Assets) by all required parties (other than the Seller and the
Purchaser);



13









 





     (iv) With respect to the transactions contemplated hereby in respect of the Group 4 Assets and
the Group 4 Assumed Liabilities, (i) such transactions have been approved in writing by Ginnie Mae,
as evidenced by the Ginnie Mae Approval Letter and (ii) execution of the Assignment and Assumption
Agreement (Group 4 Assets) by all required parties (other than the Seller and the Purchaser);



     (v) With respect to the transactions contemplated hereby in respect of the Group 5 Assets and
the Group 5 Assumed Liabilities, (i) such transactions have been approved in writing by Ginnie Mae,
as evidenced by the Ginnie Mae Approval Letter and (ii) execution of the Assignment and Assumption
Agreement (Group 5 Assets) by all required parties (other than the Seller and the Purchaser);



     (vi) With respect to the transactions contemplated hereby in respect of the Group 6 Assets and
the Group 6 Assumed Contracts, (i) such transactions have been approved in writing by Fannie Mae,
the trustee and any other necessary parties in connection with the related securitization, in each
case, as may be required by the related Assumed Contract, and (ii) execution of the Assignment and
Assumption Agreement (Group 6 Assets) by all required parties (other than the Seller and the
Purchaser);



     (vii) With respect to the transactions contemplated hereby in respect of the Group 7 Assets
and the Group 7 Assumed Contracts, execution of the Assignment and Assumption Agreements (Group 7
Assets) by all required parties (other than the Seller and the Purchaser).



     (viii) With respect to the transactions contemplated hereby in respect of the Group 8 Assets
and the Group 8 Assumed Contracts, (i) such transactions must be approved in writing by the
trustee, any rating agency and any other necessary parties in connection with the related
securitization, in each case, as may be required by the related Assumed Contracts and (ii)
execution of the Assignment and Assumption Agreements (Group 8 Assets) by all required parties
(other than the Seller and the Purchaser).



     Retained Liabilities: The Group 1 Retained Liabilities, Group 2 Retained Liabilities,
Group 3 Retained Liabilities, Group 4 Retained Liabilities and Group 5 Retained Liabilities.



     Reverse Mortgage Loan: A HECM Loan or proprietary reverse mortgage loan identified on
the Mortgage Loan Schedule.



     Securitizations: Collectively, the Group 6 Securitizations and Group 8
Securitizations.



     Seller: As defined in the introductory paragraph to this Agreement.



     Seller Indemnitee: As defined in Section 3.03(b).



     Servicing File: With respect to each Reverse Mortgage Loan, those origination and
servicing documents, escrow documents, and other documents specified in Schedule 13 to this
Agreement.



14









 





     Servicing Rights: All of the Seller’s rights, title and interests in and to (i) the
related servicing rights with respect to the Reverse Mortgage Loans related to the Group 6 Assets
and the Group 8 Assets and (ii) the related subservicing rights with respect to the Reverse
Mortgage Loans related to the Group 7 Assets, in each case, in accordance with the related Assumed
Contract, as applicable, and along with the right to receive the servicing fee income and any and
all ancillary income arising from the performance of the servicing or subservicing obligations with
respect to any such Reverse Mortgage Loan.



     Servicing Transfer Date: With respect to (i) the Group 2 Assets, the Group 3 Assets,
the Group 4 Assets and the Group 5 Assets, the related Issuer Transfer Closing Date and (ii) with
respect to the BANA-Serviced Assets, the related BANA-Serviced Assets Servicing Transfer Date.



     Significant Unreimbursed Securitization Expenses: As defined in Section 3.03(a)(vi) of
this Agreement.



     Subserviced Reverse Mortgage Loans: The Reverse Mortgage Loans owned by Seller and set
forth on Schedule 9 attached hereto.



     Subservicing Agreement: That certain subservicing agreement, in form and substance
reasonably acceptable to the Seller and the Purchaser, to be entered into by and between BANA, as
owner and Nationstar, as subservicer governing the subservicing of the Subserviced Reverse Mortgage
Loans and certain other Reverse Mortgage Loans to be added from time to time.



     Termination Policy: As defined in Section 4.08 of this Agreement.



     Third-Party Collateral Deficient Loan: As defined in Section 2.03(b) of this
Agreement.



     Third-Party Serviced Assets: Collectively, the Group 2 Assets, the Group 3 Assets,
the Group 4 Assets and the Group 5 Assets.



     Third-Party Servicer: The Group 2 Subservicer, Group 3 Subservicer, Group 4
Subservicer or Group 5 Subservicer, as applicable.



     Transfer Fee: Each of the Group 3 Transfer Fee and the Group 5 Transfer Fee.



     Transition Subservicing Agreement: That certain transition subservicing agreement,
dated as of December 5, 2011, by and between Nationstar, as client and BANA, as subservicer
governing the transitional subservicing to be provided by BANA to Nationstar during the Interim
Servicing Period, in the form attached hereto as Exhibit D.



     Underlying Representations and Warranties: With respect to a Reverse Mortgage Loan
(i) related to the an Issuer Transfer Asset Group, the requirements with respect to a Reverse
Mortgage Loan set forth in Sections 35-5 and 35-6 of the Ginnie Mae Guide, (ii) related to the
Group 6 Assets, the representations and warranties contained in Section 7 of the related Underlying
Purchase Agreement, (iii) related to the Group 8 Assets, the representations and warranties
contained in Section 3.02 of the related Underlying Purchase Agreement or (iv)



15









 




related to the Group
7 Assets, the representations and warranties contained in Section 3.02 of related Underlying
Purchase Agreement up to the related Servicing Transfer Date.




     Underlying Purchase Agreement: With respect to a Reverse Mortgage Loan (i) related to
the Group 6 Assets, the Mortgage Loan Purchase Agreement, dated as of May 27, 2011, by and between
Fannie Mae, as Seller and the Depositor; (ii) related to the Group 8 Assets, the First Amended and
Restated Flow Sale and Servicing Agreement, dated as of June 1, 2006, by and between BANA and
Seattle Savings Bank or the Second Amended and Restated Flow Sale and Servicing Agreement, dated as
of July 1, 2006, by and between BANA and Seattle Savings Bank; (iii) related to the Group 7 Assets,
the Flow Purchase, Warranties and Servicing Agreement, dated as of October 1, 2006, by and between
Lehman Brothers Holdings, Inc. (successor to Lehman Brothers Bank, FSB) as purchaser and Bank of
America, National Association as seller and servicer.



     Underlying Servicing Agreement: The applicable underlying sale and servicing
agreement for the related Asset Group as set forth on Schedule 12-2.




	 	 	Section 1.02 Other Definitional and Interpretative Provisions.





     The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
The captions herein are included for convenience of reference only and shall be ignored in the
construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules
are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified.
All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made
a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit
or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement.
Any singular term in this Agreement shall be deemed to include the plural, and any plural term the
singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they
shall be deemed to be followed by the words “without limitation”, whether or not they are in fact
followed by those words or words of like import. “Writing”, “written” and comparable terms refer
to printing, typing and other means of reproducing words (including electronic media) in a visible
form. References to any agreement or contract are to that agreement or contract as amended,
modified or supplemented from time to time in accordance with the terms hereof and thereof;
provided that with respect to any agreement or contract listed on any schedules hereto, all such
amendments, modifications or supplements must also be listed in the appropriate schedule.
References to any Person include the successors and permitted assigns of that Person. References
from or through any date mean, unless otherwise specified, from and including or through and
including, respectively. References to “law”, “laws” or to a particular statute or law shall be
deemed also to include any and all Applicable Law.




16











 





ARTICLE II




SALE AND CONVEYANCE OF ASSETS; ASSUMPTION OF ASSUMED

OBLIGATIONS; CLOSING



     Section 2.01 Sale and Conveyance of Assets; Participations.



     (a) On the terms and subject to the conditions set forth in this Agreement and the related
Bill of Sale and Assignment Agreement, at the related Non-Issuer Transfer Closing on the Non-Issuer
Transfer Closing Date, subject to the receipt by Seller of the related Purchase Price in accordance
with Section 2.04, Seller shall sell, transfer, assign, convey and deliver to Purchaser, and
Purchaser shall acquire, accept and purchase, all of Seller’s rights, title and interest in and to
the related Non-Issuer Transfer Asset Group.



     (b) On the terms and subject to the conditions set forth in this Agreement and the related
Bill of Sale and Assignment Agreement, at the related Issuer Transfer Closing on the related Issuer
Transfer Closing Date, subject to the receipt by Seller of the related Purchase Price in accordance
with Section 2.04, (i) Seller shall sell, transfer, assign, convey and deliver to Purchaser, and
Purchaser shall acquire, accept and purchase, all of Seller’s rights, title and interest in and to
the related Issuer Transfer Asset Group and (ii) Seller shall pay to the Purchaser the related
Transfer Fee, as applicable.



     (c) On the terms and subject to the conditions set forth in this Agreement, on the related
Issuer Transfer Closing Date, Seller shall sell, transfer, assign, convey and deliver to Purchaser,
and Purchaser shall acquire, accept and purchase, all of Seller’s rights, title and interest in and
to the Ineligible Participations in respect of the Group 1 Assets, Group 3 Assets and Group 5
Assets as of the related Participations Cut-off Date. Purchaser shall pay to Seller the
Participations Purchase Price in respect of Participations sold pursuant to this Section 2.01(c) in
accordance with Section 2.04.



     (d) On the Funding Date, Seller shall reconcile all the activity, including all Advances,
servicing fees and accrued interest on the Reverse Mortgage Loans related to the Group 3 Assets or
the Group 5 Assets during the period from the related Participations Cut-off Date through December
21, 2011. On the terms and subject to the conditions set forth in this Agreement, on the related
Issuer Transfer Closing Date, Seller shall sell, transfer, assign, convey and deliver to Purchaser,
and Purchaser shall acquire, accept and purchase, all of Seller’s rights, title and interest in and
to the Eligible Participations and Ineligible Participations in respect of the Group 3 Assets and
the Group 5 Assets from the period beginning on but excluding the related Participations Cut-off
Date through December 21, 2011. Purchaser shall pay to Seller the Participations Purchase Price in
respect of Participations sold pursuant to this Section 2.01(d) in accordance with Section 2.04.



     (e) On the Group 3 and Group 5 Reconciliation Date, Seller shall reconcile all the activity,
including all Advances, servicing fees and accrued interest on the Reverse Mortgage Loans related
to the Group 3 Assets and the Group 5 Assets during the period from the Funding Date through
December 31, 2011. On the terms and subject to the conditions set forth in this



17









 




Agreement, on January 6, 2012, Seller shall sell, transfer, assign, convey and deliver to
Purchaser, and Purchaser shall acquire, accept and purchase, all of Seller’s rights, title and
interest in and to the Eligible Participations and Ineligible Participations in respect of the
Group 3 Assets and the Group 5 Assets from the period beginning on but excluding the Funding Date
through December 31, 2011. Purchaser shall pay to Seller the Participations Purchase Price in
respect of Participations sold pursuant to this Section 2.01(e) via wire transfer of immediately
available funds to an account designated by Seller.




     Section 2.02 Assumption of Assumed Obligations.



     (a) On the terms and subject to the conditions set forth in this Agreement, at the related
Non-Issuer Transfer Closing on the related Non-Issuer Transfer Closing Date, Purchaser shall assume
and hereby agrees to pay, perform and otherwise discharge fully and timely, effective as of the
related Non-Issuer Transfer Closing Date, the Assumed Contracts in respect of the related
Non-Issuer Transfer Asset Group.



     (b) On the terms and subject to the conditions set forth in this Agreement, at the related
Issuer Transfer Closing on the related Issuer Transfer Closing Date, Purchaser shall assume and
hereby agrees to pay, perform and otherwise discharge fully and timely, effective as of the related
Issuer Transfer Closing Date, the Assumed Contracts and Assumed Liabilities in respect of the
related Issuer Transfer Asset Group.



     Section 2.03 Certain Obligations Retained by Seller.



     (a) Certain Obligations Retained by Seller with respect to HMBS Pools. Seller will
retain the Retained Liabilities. To the extent the Seller acquires an HMBS Repurchased Loan
relating to any BANA-Serviced Assets in accordance with Section 3.09, the Seller will own such HMBS
Repurchased Loan and the Purchaser will subservice such HMBS Repurchased Loan on behalf of the
Seller thereafter pursuant to the terms of the Subservicing Agreement. At the request of the Seller
and to the extent assignable to HUD, the Purchaser, in its capacity as servicer, shall assign any
such HMBS Repurchased Loan to HUD and forward any claim proceeds received from HUD for such HMBS
Repurchased Loan to the Seller pursuant to the terms of the Subservicing Agreement.



     (b) Final Certification. On or prior to the Closing Date with respect to each Issuer
Transfer Asset Group, the Seller shall provide all Final Certification Documents with respect to
the related Reverse Mortgage Loans, other than (a) those Final Certification Documents set forth on
Schedule 15 with respect to the Group 1 Assets, Group 3 Assets and Group 5 Assets (the
“Document Deficiencies”) and (b) the Purchaser Certification Documents. The Seller shall
cure the Document Deficiencies within (i) twelve (12) months after the related Issuer Transfer
Closing Date or (ii) the related Servicing Transfer Date, whichever is later (the
“Certification Period”). The Purchaser shall prepare the Purchaser Certification Documents
for the Reverse Mortgage Loans related to the applicable Issuer Transfer Asset Group. The Seller
shall reimburse the Purchaser for up to $75.00 for each Reverse Mortgage Loan where Purchaser has
prepared such Purchaser Certification Documents and shall provide the Purchaser with a limited
power of attorney for such purpose.



18









 





     To the extent any Reverse Mortgage Loan is required by Ginnie Mae to be repurchased by
Purchaser in order to obtain a certification for the related HMBS Pool (a “Collateral Deficient
Loan”), with respect to any such Collateral Deficient Loan related to the Group 1 Assets and
Group 3 Assets, the Seller shall (i) purchase such Collateral Deficient Loan from the Purchaser
pursuant to Section 3.09 or (ii) if mutually agreed to by the Seller and the Purchaser, indemnify
Purchaser in accordance with Article III (without regard to any indemnification thresholds
described in Section 3.03(c)) for any Indemnifiable Losses related to the Purchaser’s failure to
obtain Final Certification Documents. Notwithstanding the foregoing, the Seller shall have no
obligation to purchase a Collateral Deficient Loan from the Purchaser or indemnify the Purchaser
with respect thereto to the extent that any Reverse Mortgage Loan is a Collateral Deficient Loan
due to (i) any error or omission with respect to the Purchaser Certification Document or any other
action of the Purchaser or a third-party (other than a third-party engaged by the Seller in
accordance with its obligations under the Transition Subservicing Agreement) after the related
Closing Date with respect to the Final Certification Documents or (ii) any such Final Certification
Documents being in the possession of a servicer or any other third-party for any reason after the
related Closing Date, including for the pursuit of foreclosure or other enforcement proceedings or
assignments to HUD.



     To the extent any Reverse Mortgage Loan related to the Third-Party Serviced Assets is required
by Ginnie Mae to be repurchased by Purchaser out of the related HMBS Pool in order to obtain a
certification for such HMBS Pool (a “Third-Party Collateral Deficient Loan”), the Seller
shall, at Seller’s option, either (i) purchase such Collateral Deficient Loan from the Purchaser
pursuant to Section 3.09 or (ii) indemnify Purchaser in accordance with Article III (without regard
to any indemnification thresholds described in Section 3.03(c)) for Indemnifiable Losses related to
the Purchaser’s failure to obtain Final Certification Documents. In connection with any such
purchase of Third-Party Collateral Deficient Loan by the Seller or indemnification with respect
thereto, the Purchaser shall assign any rights to pursue remedies against such Third-Party Servicer
with respect to such Third-Party Collateral Deficient Loan to Seller. Notwithstanding the
foregoing, the Seller shall have no obligation to purchase a Third-Party Collateral Deficient Loan
from the Purchaser or indemnify the Purchaser with respect thereto to the extent that any Reverse
Mortgage Loan is a Third-Party Collateral Deficient Loan due to (i) any error or omission with
respect to the Purchaser Certification Document or any other action of the Purchaser or a
third-party (other than a third-party engaged by the Seller in accordance with its obligations
under the Transition Subservicing Agreement) after the related Closing Date with respect to the
Final Certification Documents or (ii) any such Final Certification Documents being in the
possession of a servicer or any other third-party for any reason after the related Closing Date,
including for the pursuit of foreclosure or other enforcement proceedings or assignments to HUD.



     (c) Additional Obligations. In connection with obtaining any Required Approvals, the
Seller may be required to retain certain of the Assumed Obligations, as mutually agreed to by the
Seller and Purchaser. On or prior to the related Closing Date, the Purchaser and Seller shall
mutually agree upon any compensation of Seller for retaining such Assumed Obligations. In the event
retention of any such Assumed Obligations are considered by the Seller to materially increase or
change its expectations with respect to an Asset Group, the Seller may withdraw such



19









 




Asset Group from consideration under this Agreement or the Purchaser and Seller may negotiate
a mutually agreeable reprice of such Asset Group.




     Section 2.04 Closing; Payment of related Purchase Price.



     (a) Closing. On the terms and subject to the conditions set forth in this Agreement,
the closing of the transactions between the Seller and the Purchaser contemplated by Sections
2.01(a) and 2.02(a) of this Agreement (each, an “Non-Issuer Transfer Closing”) shall take
place on the related Non-Issuer Transfer Closing Date, and shall, as mutually agreed, be either (a)
by telephone, confirmed by letter, electronic mail, facsimile transmission or wire as the Parties
shall agree, or (b) conducted in person, at the offices of SNR Denton US LLP, located at Two World
Financial Center, New York, New York 10281-1008, or at such other place as the Seller and the
Purchaser shall otherwise agree in writing.



     On the terms and subject to the conditions set forth in this Agreement, the closing of the
transactions between the Seller and the Purchaser contemplated by Sections 2.01(b), 2.01(c) and
2.02(b) of this Agreement (each, an “Issuer Transfer Closing”) shall take place on the
related Issuer Transfer Closing Date, and shall, as mutually agreed, be either (a) by telephone,
confirmed by letter, electronic mail, facsimile transmission or wire as the Parties shall agree, or
(b) conducted in person, at the offices of SNR Denton US LLP, located at Two World Financial
Center, New York, New York 10281-1008, or at such other place as the Seller and Purchaser shall
otherwise agree in writing.



     (b) Payment of the related Purchase Price for the Group 1 Assets, Group 3 Assets, Group 5
Assets, Group 6 Assets and Group 8 Assets.



          (i) Deposit. On the date hereof, Purchaser shall remit to the Escrow Agent the amount
of $5,000,000 (the “Deposit Amount”) via wire transfer of immediately available funds to
the Escrow Account established pursuant to the Escrow Agreement. The Deposit Amount shall be
non-refundable to the Purchaser, except in the event that any of the transactions contemplated by a
Closing are not satisfied due to a failure of the applicable conditions to the obligations of the
Purchaser set forth in Section 2.08 to be satisfied on or prior to the related Closing Date.




          (ii) Funding Date. On the Funding Date and in accordance with the Funding Schedule,
Purchaser shall remit to the Escrow Agent the amount of $20,609,378, or such other amount as
mutually agreed to between the Seller and the Purchaser (the “Funding Amount”) via wire
transfer of immediately available funds to the Escrow Account. The aggregate of the Deposit Amount
and the Funding Amount shall represent the net of (1) the Purchase Price payable by the Purchaser
in respect of the Group 1 Assets, Group 3 Assets, Group 5 Assets, Group 6 Assets and Group 8 Assets
and the Participations Purchase Price payable by the Purchaser in respect of the Participations to
be purchased by the Purchaser pursuant to Sections 2.01(c) and (d) and (2) the Transfer Fees
payable by the Seller to the Purchaser in respect the Group 3 Assets and the Group 5 Assets (the
“Net Purchase Price”). The Escrow Agent shall hold the Net Purchase Price (the “Escrow
Property”) pursuant to the Escrow Agreement.





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          (iii) Escrow Release Date. On January 3, 2012 (the “Escrow Property Release
Date”), the Escrow Agent shall release the Escrow Property to the Seller. The release of the
Escrow Property to Seller on the Escrow Property Release Date shall constitute full and timely
payment (1) by the Purchaser to the Seller of the Purchase Price in respect of the Group 1 Assets,
Group 3 Assets, Group 5 Assets, Group 6 Assets and Group 8 Assets and the Participations Purchase
Price in respect of the Participations to be purchased by the Purchaser pursuant to Sections
2.01(c) and (d) and (2) by the Seller in respect of the Transfer Fees in respect the Group 3 Assets
and the Group 5 Assets. Notwithstanding the Escrow Property Release Date, the Parties acknowledge
and agree that the sale of the Group 1 Assets, Group 3 Assets, Group 5 Assets, Group 6 Assets and
Group 8 Assets as described in the related Bill of Sale and Assignment Agreement shall be effective
as of the related Closing Date. In the event the related Closing Date in respect of the Group 1
Assets, Group 3 Assets, Group 5 Assets, Group 6 Assets or Group 8 Assets has not occurred on or
prior to the Escrow Property Release Date due to the nonsatisfaction of a condition set forth in
Section 2.08, the Seller and the Purchaser shall direct the Escrow Agent to release the applicable
portion of the Escrow Property to the Purchaser on the Business Day following the Escrow Property
Release Date.




     (c) If, after the related Closing Date, the Outstanding Principal Balance of any of the
Reverse Mortgage Loans used in computing the payment of any Purchase Price or Participations
Purchase Price shall be found to have been incorrectly computed, any such Purchase Price or
Participations Purchase Price, as applicable, shall be appropriately adjusted and payment shall be
promptly made by the appropriate party.



     Section 2.05 Servicing Transfer; Reimbursement of Advances; Subservicing; Transition
Subservicing.



     (a) Seller is the current servicer for the Reverse Mortgage Loans related to the Group 1
Assets, Group 6 Assets, Group 7 Assets and Group 8 Assets (collectively, the “BANA-Serviced
Assets”). Following the applicable Closing Date, the Seller shall consult with the Purchaser
or its designated subservicer and negotiate mutually agreeable servicing transfer instructions
necessary to evidence and effectuate the transfer of servicing on the applicable servicing system
of record of the related BANA-Serviced Assets to Purchaser (each a “BANA-Serviced Assets
Servicing Transfer Date”), which servicing transfer for the BANA-Serviced Loans shall be
effectuated on a date mutually agreed upon by the Seller and Purchaser or before December 31, 2012,
unless otherwise mutually agreed to by the Seller and the Purchaser in accordance with the terms of
the Transition Subservicing Agreement. In addition, on the related Servicing Transfer Date,
Purchaser shall reimburse Seller, by wire transfer of immediately available funds, for all
unreimbursed advances and servicing advances made by Seller with respect to the Reverse Mortgage
Loans that Seller has not received reimbursement in accordance with the terms of the Transition
Subservicing Agreement and the related Assumed Contracts.



     (b) On or prior to March 1, 2012 or such other date as mutually agreed to by the Seller and
the Purchaser, the Seller and the Purchaser shall enter into the Subservicing Agreement. On and
after the date of the Subservicing Agreement, the Purchaser shall subservice the Subserviced
Reverse Mortgage Loans and any additional Reverse Mortgage Loans added from time to time, on the
Seller’s behalf, pursuant to the Subservicing Agreement.



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     (c) From the applicable Closing Date until the related BANA-Serviced Assets Servicing Transfer
Date (the “Interim Servicing Period”), Seller shall subservice the Reverse Mortgage Loans
related to the BANA-Serviced Assets, on the Purchaser’s behalf, pursuant to the Transition
Subservicing Agreement. Pursuant to the Transition Subservicing Agreement and this Agreement, the
Seller and the Purchaser shall mutually cooperate in order to facilitate an orderly transition of
the Assets, Assumed Contracts and Assumed Liabilities to the Purchaser, and in order to facilitate
the integration of the operations of the Seller and the Purchaser, as soon as practicable after the
related Closing Date. Each party will cooperate in good faith with the other and will take all
appropriate action that may be reasonably necessary or advisable to carry out any of the
transactions contemplated hereunder.



     Section 2.06 Deliveries by the Seller.



     (a) On or prior to each Non-Issuer Transfer Closing, the Seller shall deliver (or cause to be
delivered) to the Purchaser (or its designee) originals, or copies if specified, of the following
agreements, documents and other items (collectively, the “Non-Issuer Closing Seller
Deliverables”):




(i) Counterparts to this Agreement, duly executed by the Seller.




(ii) Counterparts to a Bill of Sale and Assignment Agreement in respect of the
related Non-Issuer Transfer Assets, duly executed by the Seller.




(iii) Counterparts to the Assignment and Assumption Agreement respect to such
Non-Issuer Transfer Asset Group, duly executed by the Seller.




(iv) Counterparts to the Transition Subservicing Agreement, duly executed by the
Seller.




(v) An opinion of counsel relating to corporate matters of the Seller, in a form
reasonably acceptable to Purchaser.




(vi) A Secretary’s Certificate of the Seller, in a form reasonably acceptable to
Purchaser.




(vii) With respect to a Non-Issuer Transfer Closing in respect of the Group 6 Assets
or Group 8 Assets, Amendments to the Group 6 Assumed Contracts or Group 8 Assumed
Contracts (which may be included in the related Assignment, Assumption and
Recognition Agreement, in which case no separate deliverables are required), as
applicable, executed by all required parties in accordance with the related Assumed
Contract, in form and substance reasonably satisfactory to Purchaser, which
amendments amend the applicable Assumed Contract to include language required by
Purchaser to enable Purchaser to obtain financing for any advances made on the
Reverse Mortgage Loans related to applicable Asset Group.




(viii) Counterparts to the Escrow Agreement, duly executed by the Seller.



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     (b) On or prior to an Issuer Transfer Closing, the Seller shall deliver (or cause to be
delivered) to the Purchaser (or its designee) originals, or copies if specified, of the following
agreements, documents and other items (collectively, the “Issuer Transfer Closing Seller
Deliverables” and together with the Non-Issuer Transfer Closing Seller Deliverables, the
“Seller Deliverables”):




(i) The items described in clauses (i), (iv), (v), (vi) and (viii) of Section
2.06(a), to the extent not delivered on a prior Closing Date;




(ii) Counterparts to a Bill of Sale and Assignment Agreement with respect to such
Issuer Transfer Asset Group, duly executed by the Seller.




(iii) Counterparts to the Assignment and Assumption Agreement with respect to such
Issuer Transfer Asset Group duly executed by the Seller.




(iv) Counterparts to the Ginnie Mae Issuer Transfer Documents with respect to such
Issuer Transfer Asset Group duly executed by the Seller.




(v) The related Assets.




(vi) The related Transfer Fee, as applicable, payable in accordance with Section
2.01 and Section 2.04.




(vii) Counterparts to the Acknowledgment Agreement, duly executed by the Seller.




(viii) Counterparts to the Pledge Agreement, duly executed by the Seller.



     Section 2.07
Deliveries by the Purchaser.


     (a) On or prior to each Non-Issuer Transfer Closing, the Purchaser shall deliver (or cause to
be delivered) to the Seller (or its designee) originals, or copies if specified, of the following
agreements, documents and other items (collectively, the “Non-Issuer Transfer Closing Purchaser
Deliverables”):




(i) Counterparts to this Agreement, duly executed by the Purchaser.




(ii) Counterparts to a Bill of Sale and Assignment Agreement in respect of the
related Non-Issuer Transfer Assets, duly executed by the Purchaser




(iii) Counterparts to the Assignment and Assumption Agreement respect to such
Non-Issuer Transfer Asset Group, duly executed by the Purchaser.




(iv) Counterparts to the Transition Subservicing Agreement, duly executed by the
Purchaser.




(v) The related Purchase Price, payable in accordance with Section 2.01 and Section
2.04, subject to Section 2.11 below.



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(vi) An opinion of counsel relating to corporate matters of the Purchaser, in a form
reasonably acceptable to Seller.




(vii) A Secretary’s Certificate of the Purchaser, in a form reasonably acceptable to
Seller.




(viii) Counterparts to the Escrow Agreement, duly executed by the Purchaser.



     (b) On or prior to an Issuer Transfer Closing, the Purchaser shall deliver (or cause to be
delivered) to the Seller (or its designee) originals, or copies if specified, of the following
agreements, documents and other items (collectively, the “Issuer Transfer Closing Purchaser
Deliverables” and together with the Non-Issuer Transfer Closing Purchaser Deliverables, the
“Purchaser Deliverables”):




(i) The items described in clauses (i), (iv), (v), (vi), (vii) and (viii) of Section
2.07(a), to the extent not delivered on a prior Closing Date;




(ii) Counterparts to a Bill of Sale and Assignment Agreement with respect to such
Issuer Transfer Asset Group, duly executed by the Purchaser.




(iii) Counterparts to the Assignment and Assumption Agreement with respect to such
Issuer Transfer Asset Group duly executed by the Purchaser.




(iv) Counterparts to the Ginnie Mae Issuer Transfer Documents with respect to such
Asset Group duly executed by the Purchaser.




(v) The Issuer Transfer Purchase Price and the Participations Purchase Price with
respect to such Issuer Transfer Asset Group, payable in accordance with Section 2.01
and Section 2.04, subject to Section 2.11 below.




(vi) Counterparts to the Acknowledgment Agreement, duly executed by the Purchaser.




(vii) Counterparts to the Pledge Agreement, duly executed by the Purchaser.



     Section 2.08
Conditions to the Obligations of the Purchaser.


     (a) The obligations of the Purchaser to effectuate the transactions contemplated by a
Non-Issuer Transfer Closing are subject to the satisfaction (or waiver in writing by Purchaser), at
or prior to such Non-Issuer Transfer Closing Date, of each of the following conditions:




(i) Minimum Threshold. The aggregate Outstanding Principal Balance of the Reverse
Mortgage Loans related to such Asset Group and all other Asset Groups for which a
Closing has occurred (or shall occur on the same Closing Date) is equal to or in
excess of $10,000,000,000.



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(ii) Delivery of Seller Deliverables. The Seller shall have made delivery to the
Purchaser of the related Non-Issuer Transfer Closing Seller Deliverables.




(iii) Required Approvals. The Required Approvals with respect to such Non-Issuer
Transfer Assets and the related Assumed Obligations shall have been obtained.




(iv) Assignment and Assumption Agreements. Receipt by the Purchaser of counterparts
to the Assignment and Assumption Agreement in respect of the related Non-Issuer
Transfer Assets, duly executed by each party thereto (other than the Purchaser).




(v) Fannie Mae Approval with respect to Group 6 Assets. With respect to the Group 6
Assets, the transactions contemplated hereby with respect to the Group 6 Assets and
the related Assumed Obligations has been approved in writing by Fannie Mae and
evidence thereof shall have been delivered to the Purchaser.




(vi) Trustee Approval and Rating Agency Approval with respect to the Group 8 Assets.
With respect to the Group 8 Assets, the transactions contemplated hereby with
respect to the Group 8 Assets and the related Assumed Obligations have been approved
in writing by the related trustee(s), rating agencies and any other necessary
parties in connection with the related securitization, in each case, as may be
required by the related Assumed Contracts or securitization documents.




(vii) Representations: The representations and warranties made by the Seller in
this Agreement are true and correct in all material respects and shall continue to
be true and correct in all material respects on the Non-Issuer Transfer Closing
Date.




(viii) Compliance with this Agreement: All of the terms, covenants, and conditions
of this Agreement required to be complied with and performed by the Seller at or
prior to the Non-Issuer Transfer Closing Date shall have been duly complied with and
performed in all material respects.



     (b) The obligations of the Purchaser to effectuate the transactions contemplated by an Issuer
Transfer Closing are subject to the satisfaction (or waiver in writing by Purchaser), at or prior
to the Issuer Transfer Closing Date, of each of the following conditions:




(i) Minimum Threshold. The aggregate Outstanding Principal Balance of the Reverse
Mortgage Loans related to such Asset Group and all other Asset Groups for which a
Closing has occurred (or shall occur on the same Closing Date) is equal to or in
excess of $10,000,000,000.




(ii) Delivery of Seller Deliverables. The Seller shall have made delivery to the
Purchaser of the related Issuer Transfer Closing Seller Deliverables.



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(iii) Required Approvals. The Required Approvals with respect to such Issuer
Transfer Asset Group and the related Assumed Obligations shall have been obtained.




(iii) Assignment and Assumption Agreements. Receipt by the Purchaser of
counterparts to the Assignment and Assumption Agreement with respect to such Issuer
Transfer Asset Group, duly executed by each party thereto (other than the
Purchaser).




(iv) Ginnie Mae Approval. The Ginnie Mae Issuer Transfer Documents with respect to
such Issuer Transfer Asset Group and the Acknowledgment Agreement (with respect to
Group 1 Assets) shall have been executed by Ginnie Mae and delivered to the
Purchaser.




(v) Representations: The representations and warranties made by the Seller in this
Agreement are true and correct in all material respects and shall continue to be
true and correct in all material respects on the Issuer Transfer Closing Date.




(vi) Compliance with this Agreement: All of the terms, covenants, and conditions of
this Agreement required to be complied with and performed by the Seller at or prior
to such Issuer Transfer Closing Date shall have been duly complied with and
performed in all material respects.



     Section 2.09 Conditions to the Obligations of the Seller.



     (a) The obligations of the Seller to effectuate the transactions contemplated by an Non-Issuer
Transfer Closing are subject to the satisfaction (or waiver in writing by Seller), at or prior to
the related Non-Issuer Transfer Closing Date, of each of the following conditions:




(i) Delivery of Purchaser Deliverables. The Purchaser shall have made delivery to
the Seller of the Non-Issuer Transfer Closing Purchaser Deliverables.




(ii) Required Approvals. The Required Approvals with respect to such Non-Issuer
Transfer Asset Group and the related Assumed Obligations shall have been obtained.




(iii) Assignment and Assumption Agreements. Receipt by the Seller of counterparts
to the Assignment and Assumption Agreement in respect of the related Non-Issuer
Transfer Assets, duly executed by each party thereto (other than the Seller).




(iv) Fannie Mae Approval with respect to Group 6 Assets. With respect to the Group 6
Assets, the transactions contemplated hereby with respect to the Group 6 Assets and
the related Assumed Obligations have been approved in writing by Fannie Mae and
evidence thereof shall have been delivered to the Seller.



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(v) Trustee Approval and Rating Agency Approval with respect to the Group 8 Assets.
With respect to the Group 8 Assets, the transactions contemplated hereby with
respect to the Group 8 Assets and the related Assumed Obligations have been approved
in writing by the related trustee, rating agencies and any other necessary parties
in connection with the related securitization, in each case, as may be required by
the related Assumed Contracts or securitization documents.




(vi) Representations: The representations and warranties made by the Purchaser in
this Agreement are true and correct in all material respects and shall continue to
be true and correct in all material respects on the Non-Issuer Transfer Closing
Date.




(vii) Compliance with this Agreement: All of the terms, covenants, and conditions
of this Agreement required to be complied with and performed by the Purchaser at or
prior to such Non-Issuer Transfer Closing Date shall have been duly complied with
and performed in all material respects.



     (b) The obligations of the Seller to effectuate the transactions contemplated by an Issuer
Transfer Closing are subject to the satisfaction (or waiver in writing by Seller), at or prior to
the related Issuer Transfer Closing Date, of each of the following conditions:




(i) Delivery of Purchaser Deliverables. The Purchaser shall have made delivery to
the Seller of the related Issuer Transfer Closing Seller Deliverables.




(ii) Required Approvals. The Required Approvals with respect to such Issuer
Transfer Asset Group and the related Assumed Obligations shall have been obtained.




(iii) Assignment and Assumption Agreements. Receipt by the Seller of counterparts
to the Assignment and Assumption Agreement with respect to such Issuer Transfer
Asset Group duly executed by each party thereto (other than the Seller).




(iv) Ginnie Mae Approval. The Ginnie Mae Issuer Transfer Documents with respect to
such Issuer Transfer Asset Group and the Acknowledgment Agreement (with respect to
Group 1 Assets) shall have been executed by Ginnie Mae and delivered to the Seller.




(v) Representations: The representations and warranties made by the Seller in this
Agreement are true and correct in all material respects and shall continue to be
true and correct in all material respects on the Issuer Transfer Closing Date.




(vi) Compliance with this Agreement: All of the terms, covenants, and conditions of
this Agreement required to be complied with and performed by the Seller at or prior
to the Issuer Transfer Closing Date shall have been duly complied with and performed
in all material respects.



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     Section 2.10 Termination of Agreement Due to Nonsatisfaction of Condition



     In the event any of the conditions to the obligations of the Purchaser set forth in Section
2.08(a) and 2.08(b) of this Agreement have not been satisfied or waived on or prior to March 1,
2012 with respect to the Group 1 Assets, Group 3 Assets, Group 5 Assets, Group 6 Assets or Group 8
Assets, and as a result such Closing has not occurred on or prior to such date, the Purchaser may,
upon written notice to the Seller, terminate this Agreement with respect to any such Asset Group in
all respects. In the event any of the conditions to the obligations of the Seller set forth in
Section 2.09(a) and 2.09(b) of this Agreement have not been satisfied or waived on or prior to
March 1, 2012 with respect to the Group 1 Assets, Group 3 Assets, Group 5 Assets, Group 6 Assets
and Group 8 Assets, and as a result such Closing has not occurred on or prior to such date, the
Seller may, upon written notice to the Purchaser, terminate this Agreement with respect to any such
Asset Group in all respects. In the event any of the conditions to the obligations of the
Purchaser set forth in Section 2.08(a) and 2.08(b) of this Agreement have not been satisfied or
waived on or prior to January 1, 2013 with respect to the Group 2 Assets, Group 4 Assets or Group 7
Assets, and as a result such Closing has not occurred on or prior to such date, the Purchaser may,
upon written notice to the Seller, terminate this Agreement with respect to any such Asset Group in
all respects. In the event any of the conditions to the obligations of the Seller set forth in
Section 2.09(a) and 2.09(b) of this Agreement have not been satisfied or waived on or prior to
January 1, 2013 with respect to the Group 2 Assets, Group 4 Assets or Group 7 Assets, and as a
result such Closing has not occurred on or prior to such date, the Seller may, upon written notice
to the Purchaser, terminate this Agreement with respect to any such Asset Group in all respects.



ARTICLE III




REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION



     Section 3.01 Representations and Warranties of the Seller.



     The Seller hereby makes, for the benefit of the Purchaser, the representations and warranties
set forth on Exhibit B to this Agreement as of the date hereof, and shall be deemed to have made,
for the benefit of the Purchaser, the representations and warranties set forth on Exhibit B to this
Agreement on each Non-Issuer Transfer Closing Date and each Issuer Transfer Closing Date, in each
case as of such date. It is understood and agreed that the representations and warranties set forth
in this Section 3.01 and Exhibit B to this Agreement shall survive the sale and delivery of the
Assets to Purchaser and shall inure to the benefit of Purchaser, notwithstanding any restrictive or
qualified endorsement or any examination or failure to examine any mortgage file.



     Section 3.02 Representations and Warranties of the Purchaser.



     The Purchaser hereby makes, for the benefit of the Seller, the representations and warranties
set forth on Exhibit C to this Agreement as of the date hereof, and shall be deemed to have made,
for the benefit of the Seller, the representations and warranties set forth on Exhibit C to this
Agreement on each Non-Issuer Transfer Closing Date and each Issuer Transfer Closing



28









 




Date, in each case as of such date. It is understood and agreed that the representations and
warranties set forth in this Section 3.01 and Exhibit C to this Agreement shall survive the sale
and delivery of the Assets to Purchaser and shall inure to the benefit of Seller.




     Section 3.03 Indemnification.



     (a) The Seller shall indemnify and defend the Purchaser and its officers, directors,
employees, and agents (each a “Purchaser Indemnitee”), and hold any Purchaser Indemnitee,
harmless against any Indemnifiable Losses incurred by any Purchaser Indemnitee resulting from any
claim, demand, defense or assertion based on or grounded upon, or resulting from:




(i) the non-fulfillment of any obligation or covenant of the Seller contained in
this Agreement (including the exhibits and schedules hereto); or




(ii) any material breach of the Seller’s representations and warranties set forth in
Section 3.01 and Exhibit B of this Agreement; or




(iii) the failure of the Seller or any other prior servicer or subservicer (each a
“Prior Servicer”) of any Reverse Mortgage Loan to service the Reverse
Mortgage Loans in accordance with Applicable Law, the Ginnie Mae Guides, the HUD
Handbook or the Assumed Contracts, as applicable, prior to the related Servicing
Transfer Date including, but not limited to: (1) any such failure related to any
omission or failure to act by or on behalf of the Seller in respect of any Reverse
Mortgage Loan that became due and payable prior to the related Closing Date and (2)
any such failure related to any moratorium on foreclosures in respect of mortgage
loans called by the Seller; or




(iv) any servicing issues in respect of the Reverse Mortgage Loans prior to the
related Servicing Transfer Date related to the BANA-Serviced Assets disclosed to the
Purchaser by the Seller in the letter to the Purchaser dated October 7, 2011; or




(v) with respect to the Group 1 Assets, Group 2 Assets, Group 3 Assets, Group 4
Assets, Group 5 Assets and Group 7 Assets, (1) any act, omission or circumstance
that would constitute a breach of the Underlying Representations and Warranties with
respect to a Reverse Mortgage Loan related to such Asset Group, as finally
determined by either mutual agreement of the Seller and Purchaser or by final
judgment of the trial court or administrative body having jurisdiction over any
related Proceeding, and (2) any alleged act, omission or circumstance that would
constitute a breach of the Underlying Representations and Warranties with respect to
a Reverse Mortgage Loan related to such Asset Group if the related allegations are
deemed to be accurate, which has not been finally determined by either mutual
agreement of the Seller and Purchaser or by final judgment of the trial court or
administrative body having jurisdiction over any related Proceeding (the amounts
described in clauses (1) and (2) of this subsection “Loan Level Indemnification
Amounts”); or



29









 






(vi) with respect to the Group 6 Assets and the Group 8 Assets only, any alleged act
or omission of the Seller or any Prior Servicer prior to the related Servicing
Transfer Date or any alleged act or omission of any party related to the origination
of any Reverse Mortgage Loan related to the Group 6 Assets or the Group 8 Assets,
that causes the Purchaser to incur any losses, damages, deficiencies, claims,
penalties, fines, forfeitures or reasonable costs and expenses (including reasonable
attorneys’ fees and disbursements) which are in excess of $250,000 (“Significant
Unreimbursed Securitization Expenses”); or




(vii) any material inaccuracies concerning the information set forth in the Mortgage
Loan Schedule or the failure to include information in the Mortgage Loan Schedule
required to be contained therein, or any material inaccuracies in the data fields
(based on the Seller’s methodology for capturing and, where applicable calculating,
the data fields) provided by the Seller which are required in connection with the
transfer of the primary servicing to the Purchaser and that are material to the
primary servicing of the Reverse Mortgage Loans; or




(viii) any regulator alleging or determining that the provision of ACH transfer
capability is an inadequate substitute for On-Line Access under Applicable Law; or




(ix) any actual or alleged fraud, gross negligence or intentional misconduct in
connection with the preparation, execution or delivery of Mortgages, assignments of
Mortgages or releases of Mortgages in respect of any Reverse Mortgage Loans
originated by Seattle Savings Bank or its affiliates, or acquired by the Seller from
Seattle Savings Bank or its affiliates on or before the related Servicing Transfer
Date..



     (b) The Purchaser shall indemnify and defend the Seller and its officers, directors,
employees, and agents (each a “Seller Indemnitee”), and hold any Seller Indemnitee,
harmless against any Indemnifiable Losses incurred by any Seller Indemnitee resulting from any
claim, demand, defense or assertion based on or grounded upon, or resulting from:




(i) the non-fulfillment of any obligation or covenant of the Purchaser contained in
this Agreement (including the exhibits and schedules hereto); or




(ii) any material breach of the Purchaser’s representations and warranties set forth
in Section 3.01 and Exhibit C of this Agreement; or




(iii) the failure of Purchaser or any subservicer of Purchaser (excluding the
Seller) to service the Reverse Mortgage Loans in accordance with Applicable Law, the
Ginnie Mae Guides, the HUD Handbook or the Assumed Contracts, as applicable, on and
after the related Servicing Transfer Date; or




(iv) the termination of Purchaser as a Ginnie-Mae approved Issuer.




30












 





     (c) Notwithstanding anything to the contrary in the foregoing, the Seller and the Purchaser hereby agree:




(i) The Seller shall only be required to pay 50% of the Indemnifiable Losses
described in clause (a)(v)(2) above (unless any such amounts also constitute
Indemnifiable Losses pursuant to clause (a)(v)(1) above).




(ii) In no event shall the Seller or the Purchaser be required to indemnify the
other party or its respective officers, directors, employees or agents for any
Indemnifiable Losses incurred by any of them in respect of any claim, demand,
defense or assertion unless either (1) the total amount of Indemnifiable Losses in
respect of such claim, demand, defense or assertion exceeds $5,000, in which case
the indemnifying party shall be required to pay the full amount (or, with respect to
Indemnifiable Losses described in clause (a)(v)(2) above, 50%) of the related
Indemnifiable Losses, (2) the Indemnifiable Losses are incurred pursuant to clause
(a)(iv) or clause (a)(ix) above, or (3) the aggregate amount of Indemnifiable Losses
incurred within any calendar year pursuant to clause (a)(v) above is equal to or
greater than $1,000,000.



     (d) Each of the Seller and Purchaser shall take all reasonable and appropriate actions to
mitigate any Indemnifiable Losses; provided, however, that any such failure of mitigation shall not
relieve Seller or Purchaser of its respective indemnification obligations in this Section 3.03,
except that the indemnifying party may reduce the amount owed to the Indemnified Party to the
extent any such losses incurred by the Indemnified Party were due to the failure of the Indemnified
Party to take reasonable and appropriate actions to mitigate Indemnifiable Losses.



     Section 3.04 Indemnification Notice; Claim Notice.



     (a) If a party entitled to indemnity pursuant to Section 3.03 (the “Claimant”)
believes that it has suffered or incurred any Indemnifiable Losses, it shall use commercially
reasonable efforts to so notify the party which the Claimant believes has an obligation to
indemnify (the “Indemnifying Party”) in writing, which notice shall include, but not
necessarily be limited to, the required information set forth in Schedule 16 to the extent the
information required therein is reasonably available (the “Claims Request Data Form”) and
any supporting documentation for any such indemnity claim, and to the extent feasible and
appropriate considering all of the circumstances, a description of any Indemnifiable Losses or
potential Indemnifiable Losses to the extent known (the “Indemnification Notice”). If any
Proceeding is instituted by or against a third party with respect to which the Claimant intends to
claim any Liability or expense as Indemnifiable Losses under this Article III, it shall use its
commercially reasonable efforts to promptly notify the Indemnifying Party in writing of such
Proceeding describing such Indemnifiable Losses and shall include, but not necessarily be limited
to, the information set forth in the Claims Request Data Form for any such claim to the extent the
information required therein is reasonably available, and to the extent feasible and appropriate
considering all of the circumstances, the amount thereof, if known, and the method of computation
of such Indemnifiable Losses, all with reasonable particularity (the “Claim Notice”) in
lieu of an Indemnification Notice. The failure to timely give an Indemnification Notice or Claim
Notice



31









 




shall not affect the rights of a Claimant and shall not relieve any Indemnifying Party from
any liability it may have to any Claimant, except (i) to the extent the Indemnifying Party is
materially prejudiced or harmed by such failure, or (ii) to the extent failure to promptly notify
the Indemnifying Party of such Proceeding can reasonably be deemed to increase the Liability or
expense to the Claimant, in which case, the Indemnifying Party shall not be obligated to reimburse
the Claimant for the amount of such increase in liability or expense.




     (b) If the Purchaser, as Claimant, reasonably believes that it has suffered Loan Level
Indemnification Amounts or Significant Unreimbursed Securitization Expenses, it shall specify in
the related Indemnification Notice or Claims Notice, as applicable, that such claim for
indemnification is related to a Loan Level Indemnification Amount or a Significant Unreimbursed
Securitization Expense, and shall provide supporting documentation with respect to any such claim.
The Purchaser shall provide any additional information reasonably requested by the Seller in a
timely manner and available to the Purchaser in respect of any information set forth on any such
Indemnification Notice or Claims Notice. On the 15th day following receipt by the Seller of an
Indemnification Notice or Claims Notice in respect of Loan Level Indemnification Amounts or
Significant Unreimbursed Securitization Expenses and such supporting documentation, including the
required information in the Claims Request Data Form, the Seller shall pay to the Purchaser the
Loan Level Indemnification Amounts or Significant Unreimbursed Securitization Expenses, as
applicable, identified in such Indemnification Notice or Claims Notice. In the event the Purchaser
provides the Seller an any Claims Request Data Form missing any material information needed by the
Seller to process any such claim, any related claim or indemnity payment to the Purchaser may be
delayed until such information is received by the Seller.



     (c) On the 15th of each January, April, June and October, to the extent that during the three
calendar months immediately preceding such date there has been a final determination by either
mutual agreement of the Seller and Purchaser or by final judgment of the trial court or
administrative body having jurisdiction over any related Proceeding in respect of any
Indemnification Notice or Claims Notice submitted by the Purchaser pursuant to clause (a)(v)(2) of
Section 3.03 above, the Seller shall pay to the Purchaser the excess of (i) the amount of
Indemnifiable Losses incurred by the Purchaser described in clause (a)(v)(1) of Section 3.03 above
over (ii) the amount of Indemnifiable Losses previously paid by the Seller to the Purchaser in
respect of the related claim pursuant to clause (a)(v)(2) of Section 3.03 and clause (c)(i) of
Section 3.03 above.



     Section 3.05 Defense of Third Person Claims.



     The Indemnifying Party shall have ten (10) calendar days after receipt of the Claim Notice to
notify the Claimant that it acknowledges its obligation to indemnify and hold harmless the Claimant
with respect to the Indemnifiable Losses set forth in the Claim Notice and that it elects to
conduct and control any Proceeding with respect to an identifiable claim (the “Election
Notice”). If the Indemnifying Party gives a Disagreement Notice or does not give the foregoing
Election Notice during such 10-day period, the Claimant shall have the right (but not the
obligation) to defend, contest, settle or compromise such Proceeding in the exercise of its
reasonable discretion; provided, however, that the right of the Claimant to indemnification



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hereunder shall not be conclusively established thereby. If the Indemnifying Party timely
gives the foregoing Election Notice and provides information satisfactory to the Claimant in its
reasonable discretion confirming the Indemnifying Party’s financial capacity to defend such
Indemnifiable Losses and provide indemnification with respect to such Indemnifiable Losses, the
Indemnifying Party shall have the right to undertake, conduct and control, through counsel
reasonably satisfactory to the Claimant and, subject to the provisions set forth below, at the
Indemnifying Party’s sole expense, the conduct and settlement of such Proceeding, including, but
limited to, controlling all negotiations, litigation, arbitration, settlements, compromises and
appeals of any claim, and the Claimant shall cooperate with the Indemnifying Party in connection
therewith; provided, however, that (a) the Indemnifying Party shall not (i) thereby consent to the
imposition of any injunction against the Claimant without the prior written consent of the Claimant
or (ii) agree to any settlement involving any Claimant that contains any element other than the
payment of money and complete indemnification and an unconditional release of the Claimant without
the prior written consent of the affected Claimant, (b) the Indemnifying Party shall permit the
Claimant to participate in such conduct or settlement through legal counsel chosen by the Claimant,
but the fees and expenses of such legal counsel shall be borne by the Claimant unless (i) the
Indemnifying Party shall have agreed in writing to the continuing participation of such counsel,
(ii) the Indemnifying Party has not in fact employed counsel to assume the defense of such action
within a reasonable time after receiving notice of the commencement of the action, (iii) the named
parties to any such Proceeding (including any impleaded parties) include both the Indemnifying
Party and the Claimant and representation of both parties by the same counsel would, in the opinion
of Claimant’s outside legal counsel, be inappropriate due to the actual or potential differing
interests between them, or (iv) the Claimant has reasonably concluded (based upon advice of counsel
to the Claimant) that there may be legal defenses available to it or other indemnified parties that
are different from or in addition to those available to the Indemnifying Party, (c) upon a final
determination of such Proceeding, the Indemnifying Party shall promptly reimburse the Claimant, to
the extent required under this Article III, for the full amount of any Indemnifiable Losses
incurred by the Claimant, except fees and expenses of legal counsel that the Claimant incurred
after the assumption of the conduct and control of such Proceeding by the Indemnifying Party in
good faith, (d) the Claimant shall have the right to pay or settle any such Proceeding; provided
Claimant has presented such settlement proposal to the Indemnifying Party and if the Indemnifying
Party fails to respond to such proposal within the time frame requested, but in any event, within
five Business Days of receipt of such proposal, the Indemnifying Party shall be deemed to have
consented to such settlement proposal; provided however, that in the event of such payment or
settlement which is not consented to or deemed to have been consented to by the Indemnifying Party,
the Claimant shall waive any right to indemnity therefor by the Indemnifying Party and no amount in
respect thereof shall be claimed as Indemnifiable Losses under this Article III and (e) the
Indemnifying Party shall be entitled to settle such Proceeding with the consent of the Claimant
provided that such settlement (i) includes a provision unconditionally releasing the Claimant from
all liability in respect of claims by any releasing party related to or arising out of any
transactions or conduct in connection therewith and (ii) does not include a statement as to or
admission of, fault, culpability or a failure to act by or on behalf of any such Claimant.
Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to
assume or maintain control of the defense of any Proceeding, shall not be entitled to settle or
compromise any such Proceeding, and shall pay the reasonable fees and expenses of counsel retained
by the Claimant,






33









 







if (a) the Proceeding relates to or arises in connection with any criminal proceeding, action,
indictment, allegation or investigation, (b) the Proceeding seeks injunctive or equitable relief
against the Claimant, or (c) the Indemnifying Party has not elected to defend or is failing to
defend in good faith the Proceeding.




     Section 3.06 Disagreement Notice.



     If the Indemnifying Party does not agree that the Claimant is entitled to full reimbursement
for the amount specified in the Indemnification Notice or the Claim Notice, as the case may be, the
Indemnifying Party shall notify the Claimant (the “Disagreement Notice”) within ten (10)
calendar days of its receipt of the Indemnification Notice or the Claim Notice, as the case may be.



     Section 3.07 Payment of Indemnifiable Losses.



     To the extent not previously paid in connection with Loan Level Indemnification Amounts or
Significant Unreimbursed Securitization Expenses, the Indemnifying Party shall pay to the Claimant
in cash the amount to which the Claimant may become entitled by reason of the provisions of this
Article III within ten (10) Business Days after such amount is finally determined either by mutual
agreement of the parties, in the case of Indemnifiable Losses described in any Claim Notice, the
date on which both such amount and Claimant’s obligation to pay such amount have been finally
determined by judgment of the trial court or administrative body having jurisdiction over such
Proceeding.



     Section 3.08 Net Recovery.



     The amount of any Indemnifiable Losses for which indemnification is provided under Section
3.03 shall be net of any amounts actually recovered by the Indemnified Parties (i) under any
insurance policies, including, but not limited to, FHA Insurance, with respect to such
Indemnifiable Losses or (ii) pursuant to the related Assumed Contract or in accordance with the
related Assumed Obligations. The Indemnified Parties shall (i) use commercially reasonable efforts
to make any and all insurance claims relating to any claim for which it is seeking indemnification
under this Article III and (ii) pursue reimbursement for any Indemnifiable Losses in accordance
with the terms of the related Assumed Contract or Assumed Obligation, as applicable, to the fullest
extent permitted thereunder prior to seeking indemnification under Section 3.03. The amount of
any Indemnifiable Losses claimed by an Indemnified Party hereunder shall be reduced to the extent
the Indemnified Parties have actually recovered any amounts from third parties with respect to the
matters relating to such Indemnifiable Losses. In the event an Indemnified Party subsequently
recovers any Indemnifiable Loans from third parties in respect of which it has been previously
indemnified hereunder, the Indemnified Party shall forward any such proceeds received by it to the
Indemnifying Party within five (5) Business Days of receipt.



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     Section 3.09 Repurchase Procedure; Repurchases of Reverse Mortgage Loans from HMBS
Pools.



     On and after the applicable Closing Date, in the event that any Reverse Mortgage Loan becomes
a Mandatory Repurchased Loan, Ginnie Mae Defective Loan or Collateral Deficient Loan, the Purchaser
may seek reimbursement, repurchase or indemnification from the Seller under the following
circumstances and in accordance with the terms of this Section 3.09.



     (a) Notice. Upon receipt by the Purchaser of a Ginnie Mae Repurchase Notice by Ginnie
Mae indicating that any Reverse Mortgage Loan is a Mandatory Repurchased Loan, Ginnie Mae Defective
Loan or Collateral Deficient Loan and requiring repurchase of such Reverse Mortgage Loan, the
Purchaser shall give prompt written notice thereof to the Seller. In order to constitute notice
under this Section 3.09(a), such notice from Purchaser shall be include the required information in
the Claims Request Data Form to the extent reasonably available, together with a copy of the
applicable Ginnie Mae Repurchase Notice and any documents provided to Purchaser in connection
therewith.



     (b) Repurchase of Reverse Mortgage Loans from HMBS Pool. Following the applicable
Issuer Transfer Closing Date, the following shall apply to any Mandatory Repurchased Loan, Optional
Repurchased Loan, Ginnie Mae Defective Loan and Collateral Deficient Loan:




(i) Repurchases during the Interim Servicing Period.




     (A) Mandatory Repurchased Loans during Interim Servicing Period. During
the Interim Servicing Period, with respect to the Reverse Mortgage Loans related to
the Group 1 Assets, not later than the last Business Day of each month (each a
“Group 1 MCA Reporting Date”), Seller shall provide to Purchaser a 98%
maximum claim report (the “Group 1 MCA Report”) identifying any Mortgage
Loan that has become a Mandatory Repurchased Loan in such month. Purchaser, as
Issuer, shall be responsible for timely submitting all required Ginnie Mae forms to
effectuate the purchase of any Mandatory Repurchased Loans from the related HMBS
Pool. Seller shall purchase all Participations related to any such Mandatory
Repurchased Loan from Purchaser by remitting on the Ginnie Mae Drafting Date
following the related Group 1 MCA Reporting Date, an amount equal to one hundred
percent (100%) of the Outstanding Principal Amount of any Participations related to
the Mandatory Repurchased Loan plus accrued interest thereon as required by the
Ginnie Mae Guide (each such amount, the “Release Price”) identified on the
related Group 1 MCA Report to Issuer’s central P&I Account (the “Ginnie Mae
Drafting Account”). Upon deposit by Seller of the related Release Price into the
Ginnie Mae Drafting Account, Purchaser shall reassign any such Mandatory Repurchased
Loan back to Seller in accordance with Section 3.09(c) below and Seller shall own
all right, title and interest in the Mandatory Repurchased Loan, the related
Servicing Rights and the related Participations.



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     (B) Collateral Deficient Loans and Ginnie Mae Defective Loans during
Interim Servicing Period. During the Interim Servicing Period, with respect to
the Reverse Mortgage Loans related to the Group 1 Assets, upon receipt by Purchaser
of any Ginnie Mae Repurchase Request from Ginnie Mae that any Mortgage Loan is a
Collateral Deficient Loan or a Ginnie Mae Defective Loan, Purchaser shall give
prompt written notice to Seller, together with all supporting documentation. In the
event that Seller is not able to correct or cure any Collateral Deficient Loan or
Ginnie Mae Defective Loan within the time period permitted by Ginnie Mae (each a
“Cure Period”), Seller shall purchase any such Collateral Deficient Loan or
Ginnie Mae Defective Loan, as applicable, including all related Participations, from
Purchaser by remitting on the Ginnie Mae Drafting Date following the date such
repurchase is required by Ginnie Mae to be effectuated, an amount equal to the
related Release Price of such Collateral Deficient Loan or Ginnie Mae Defective
Loan, as applicable. Purchaser, as Issuer, shall be responsible for timely
submitting all required Ginnie Mae forms to effectuate the purchase of any
Collateral Deficient Loan or Ginnie Mae Defective Loan from the related HMBS Pool.
Upon deposit by Seller of the related Release Price into the Ginnie Mae Drafting
Account, Purchaser shall reassign such Repurchased Loan back to Seller in accordance
with Section 3.09(c) below and Seller shall own all right, title and interest in the
Collateral Deficient Loan or Ginnie Mae Defective Loan, as applicable, the related
Servicing Rights and the related Participations.




(ii) Repurchases Following the related Servicing Transfer Date (Group 1 Assets)
and for Third-Party Serviced Assets.




     (A) With respect to any Reverse Mortgage Loans related to the Group 1 Assets
for which the Servicing Transfer Date has occurred or any Reverse Mortgage Loans
related to any Third-Party Serviced Assets, on the 5th Business Day of each month
(each a “Monthly Reporting Date”), the Purchaser shall provide a monthly
report, which report shall consolidate the reports of the Participation Agents
related to the Third-Party Serviced Assets (each a “Monthly Repurchase
Report”) to the Seller for the Mortgage Loans setting forth: (i) the aggregate
reimbursement amount (each a “Reimbursement Amount”) for all Mandatory
Repurchased Loans, Collateral Deficient Loans and Ginnie Mae Defective Loans
purchased by the Purchaser from Ginnie Mae during the prior month; (ii) identifying
all Mandatory Repurchased Loans, Collateral Deficient Loans and Ginnie Mae Defective
Loans and (iii) identifying all Mortgage Loans that are equal to or greater than 92%
of the Maximum Claim Amount. On the second Business Day following receipt by the
Seller of the related Monthly Repurchase Report (each a “Reimbursement
Date”), the Seller shall pay to the Purchaser an amount equal to the related
Reimbursement Amount set forth on the related Monthly Repurchase Report by wire
transfer of immediately available funds to an account designated by Purchaser to
Seller. The Purchaser shall provide any additional information reasonably requested
by the Seller for purposes of reconciling or confirming the information contained in
any Monthly



36









 







Repurchase Report, including providing all necessary supporting documentation with
respect to any repurchase claim.




     (B) Notwithstanding anything to the contrary herein, with respect to any
Collateral Deficient Loan or a Ginnie Mae Defective Loan, upon receipt by Purchaser
of any Ginnie Mae Repurchase Request from Ginnie Mae that any Mortgage Loan is a
Collateral Deficient Loan or a Ginnie Mae Defective Loan, as applicable, Purchaser
shall give prompt written notice to Seller, together with all supporting
documentation. In the event that Seller is not able to correct or cure any
Collateral Deficient Loan or Ginnie Mae Defective Loan within the related Cure
Period, Seller shall purchase any such Collateral Deficient Loan or Ginnie Mae
Defective Loan, as applicable, including all related Participations, from Purchaser
by remitting on the Reimbursement Date following the date such repurchase is
required by Ginnie Mae to be effectuated, an amount equal to the related Release
Price of such Collateral Deficient Loan or Ginnie Mae Defective Loan, as applicable.
Purchaser, as Issuer, shall be responsible for timely submitting all required Ginnie
Mae forms to effectuate the purchase of any Collateral Deficient Loan, Ginnie Mae
Defective Loan or Mandatory Repurchased Loan, as applicable, from the related HMBS
Pool. Upon deposit by Seller of the related Release Price into the account
designated by the Purchaser, Purchaser shall reassign such Repurchased Loan,
including the related Servicing Rights (for any Group 1 Assets) back to Seller in
accordance with Section 3.09(c) below and Seller shall own all right, title and
interest in the Collateral Deficient Loan, Ginnie Mae Defective Loan or Mandatory
Repurchased Loan, as applicable, the related Servicing Rights (for any Group 1
Assets) and the related Participations.




(iii) Optional Repurchased Loans from HMBS Pools. The Purchaser shall own
all Optional Repurchased Loans and the Seller shall have no further liability or
obligations with respect to such Optional Repurchased Loans. Any Optional
Repurchased Loan shall be serviced as provided in Section 3.09(c).



     (c) Servicing of Repurchased Loans; Servicing Fees.



      (i) Servicing of Repurchased Loans. In connection with any Reverse Mortgage
Loan repurchased by the Seller in accordance with this Section 3.09, Seller and Purchaser hereby
agree that Purchaser or the applicable Third-Party Servicer, as applicable, shall continue to
service any such Repurchased Loan:




(a) with respect to any Optional Repurchased Loan: (a) related to the Group 1 Assets
or the Group 3 Assets, in the sole discretion of Purchaser or (b) related to any
Third-Party Serviced Asset, the applicable Third-Party Servicer shall service in
accordance with the related Underlying Servicing Agreement; and




(b) with respect to any Mandatory Repurchased Loan, Collateral Deficient Loan or
Ginnie Mae Defective Loan: (a) related to the Group 1 Assets, on Seller’s



37









 







behalf, in accordance with the Subservicing Agreement, (b) related to any
Third-Party Serviced Asset, on the Seller’s behalf, the applicable Third-Party
Servicer shall service in accordance with the related Underlying Servicing
Agreement.



     (ii) Servicing Fees and Subservicing Fees. With respect to any Repurchased Loan,
Seller shall be entitled to receive the related Servicing Fee and Purchaser shall no longer be
entitled to any such Servicing Fee for such Repurchased Loan. Upon the actual transfer of the
servicing of any such Repurchased Loan from Seller to Purchaser, Purchaser shall be entitled to the
Subservicing Fee set forth in the Subservicing Agreement for such Repurchased Loan.



     (d) Reassignment of Repurchased Loans. Upon repurchase by the Seller from the
Purchaser of any Reverse Mortgage Loan (including all related Servicing Rights and related
Participations with respect to any Reverse Mortgage Loan related to any HMBS Pool), in accordance
with this Section 3.09, the Purchaser shall update the Purchaser’s servicing system to reflect the
Seller as the owner of such Reverse Mortgage Loan, and shall arrange for the reassignment of such
Reverse Mortgage Loan, including the related Servicing Rights to Seller or its designee and the
delivery to such party of any documents held by or received by Purchaser or its custodian relating
such Repurchased Loan.



     (e) Notwithstanding the foregoing, in no event shall the Seller have any obligations pursuant
to this Section 3.09 in respect of any Ginnie Mae Defective Loan to the extent that any Reverse
Mortgage Loan becomes a Ginnie Mae Defective Loan as a direct result or any action or inaction of
Purchaser or any Subservicer of Purchaser (excluding the Seller as subservicer of Purchaser) on or
after the applicable Closing Date.



     Section 3.10 Sole Remedy.



     Except as provided in Sections 2.03, 3.03, 3.09 and the right of the Purchaser to seek
specific performance of any obligations of the Seller set forth in this Agreement after the related
Closing Date, the right to indemnification under this Article III, subject to all of the terms,
conditions and limitations hereof, shall constitute the sole and exclusive right and remedy
available to any party hereto for any actual or threatened breach of this Agreement or in the event
there is any violation of laws in connection with the transactions provided for in this Agreement;
provided, however, that nothing herein shall limit in any way any such party’s remedies after the
related Closing in respect of fraud, intentional misrepresentation or intentional misconduct by the
other party in connection with the transactions contemplated hereby.



ARTICLE IV




COVENANTS; COSTS



     Section 4.01 Mutual Cooperation.



     To the extent possible, each of the parties hereto shall cooperate and assist the other, as
reasonably requested, in carrying out the other’s covenants, agreements, duties and
responsibilities under this Agreement, and in connection therewith, shall from time to time,
execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, all such



38









 




additional instruments, assignments, endorsements, papers, documents and instruments as may be
reasonably necessary and reasonably appropriate to further express the intention, or to facilitate
the performance, of this Agreement during the term hereof. The parties agree to use commercially
reasonable efforts to effectuate the transfer of Assets contemplated herein.




     Section 4.02 Notice of Claim


        .

     Each party hereto shall promptly notify the other parties of any claim, threatened claim or
litigation against the Seller, the Purchaser, or any of their respective employees, officers,
agents and representatives arising out of or in any way related to any Reverse Mortgage Loans or
the Assets purchased by the Purchaser that may come to its attention.



     Section 4.03 Custodial Agreements.



     On or prior to the applicable Closing Date, the Purchaser shall enter into a custodial
agreement with a custodian designated by Purchaser and obtain any necessary Agency approvals
regarding any new custodial arrangements required as a result of this transaction and shall be
assigned any applicable existing custodial agreements related to the applicable Asset Groups on a
Non-Issuer Transfer Closing Date and on an Issuer Transfer Closing Date, as applicable. Any fees
charged by the Seller’s document custodians due to termination of custodial agreements by the
Seller on or prior to the applicable Closing Date shall be borne by the Seller. The Purchaser
shall pay all document custodial fees of any custodian engaged by the Purchaser. In addition, any
and all fees charged for termination of a custodial arrangement after the applicable Closing Date
and all fees and other charges incurred to transfer files to or from a custodian in connection with
this transaction (whether before or after the applicable Closing Date) shall be paid by the
Purchaser.



     Section 4.04 Costs.



     The Seller shall be responsible for all fees and expenses associated with the transaction
other than those described in the following sentence, including, but not limited to, legal counsel
to the Seller, assignment preparation, recordation fees, servicing transfer fees (including any
reasonable and customary fees in connection with transferring any existing tax service contracts
and flood contracts, as applicable, or if no tax service contracts or flood contracts are
transferred with respect to a Reverse Mortgage Loan at the time the actual servicing is transferred
to Purchaser, any reasonable and customary fees incurred by Purchaser in connection with obtaining
any required tax service contracts or flood contracts on any BANA-Serviced Assets), as well as in
connection with any third-party consents, approvals or confirmations required, including, but not
limited to, any investor, trustee, rating agency, Fannie Mae or Ginnie Mae consents or approvals
(including expenses related to any due diligence conducted by Seller or at Seller’s direction of
the Purchaser and any designated subservicer of the Purchaser). The Purchaser shall pay for the
costs of its legal counsel, its accountants, its financial advisors, the costs of any Fannie Mae,
Ginnie Mae or rating agency on-site visits or other review of the Purchaser’s operations (or its
third-party designees or assignees) by any such regulatory body, the costs (of any party) of
entering into any custodial agreement and the transfer of any loan files, the cost of boarding the
loans with Purchaser’s own servicer (including the cost of any



39









 




Section 404 notices), the cost of any consents, approvals or confirmations required by it, and
the cost of any due diligence conducted by or at the direction of the Purchaser.




     Section 4.05 Credit Files; Retention of Documents; Post-Transfer Support.



     With respect to any BANA-Serviced Assets, the Seller shall be responsible for the physical
storage of each credit file with respect to each Reverse Mortgage Loan and shall pay any and all
fees or expenses payable to any of its custodian or any other party pursuant to the terms of any
credit file custody agreements. Upon the reasonable written request of the Purchaser, the Seller
shall allow Purchaser access to any such required credit files with respect to the BANA-Serviced
Assets. The Seller shall not change its policy with respect to the customary disposal of any such
credit file in a manner that would have a material adverse effect on the Purchaser.



     Subsequent to the applicable Closing Date, with respect to the BANA-Serviced Assets, the
Seller will provide for the Purchaser, upon reasonable request, the Servicing File, which may
include history ledgers, canceled checks, vouchers, bills and other pertinent documents and
information to assist the Purchaser in disputes with outside agencies (e.g., taxing authorities,
PMI companies, hazard insurance companies, etc.). The Seller shall provide such documentation
(which may be in electronic form) within ten (10) Business Days (or sooner if possible) of written
request by the Purchaser. Following the applicable Closing Date, the Seller shall make available
servicing personnel qualified to assist the Purchaser in the resolution of post-transfer issues.
The Seller also agrees to provide, at Purchaser’s expense, such documentation and other information
(which may be in electronic form) in the Seller’s possession relating to the Reverse Mortgage Loans
as may be reasonably requested by the Purchaser from time-to-time.



     Section 4.06 Antitrust Matters.



     In the event that at any time it is determined that the transactions contemplated hereby are
not exempt from the requirements of the Hart Scott Rodino Act, the Seller and the Purchaser shall
prepare and file, and shall in all respects cooperate with each other in the preparation and filing
of, any documents required in connection with providing ratification to the Federal Trade
Commission and the Antitrust Division of the Department of Justice of the transactions contemplated
hereunder, and shall respond, or cooperate in responding, to any inquiry made by either with
respect to such transactions. All costs associated with such filing shall be shared equally between
the Seller and the Purchaser.



     Section 4.07 Public Announcement.



     The timing and content of any press release or other public announcement relating to the
transactions contemplated by this Agreement shall be subject to the approval of the Seller and the
Purchaser.



     Section 4.08 Convenience Checks and On-Line Access.



     The Purchaser acknowledges that with respect to certain Reverse Mortgage Loans, the Mortgagor
currently is permitted at no cost to (i) write a check to draw upon its line of credit



40









 




(each, a “Convenience Check”) and/or (ii) access its line of credit on-line
(“On-Line Access”). The Purchaser covenants to engage a vendor to provide the same ability
to the Mortgagor to draw upon such Mortgagor’s line of credit through Convenience Checks within 90
days of the Effective Date at no cost to such Mortgagor. The Seller shall assist the Purchaser in
finding a vendor by providing the Purchaser with contacts at vendors whom it believes can provide
this service.




     No servicing transfer shall take place with respect to any Reverse Mortgage Loans serviced by
the Seller that currently permits the related Mortgagors to draw upon their lines of credit with
Convenience Checks until satisfactory arrangements have been made for a vendor to provide such line
of credit access with Convenience Checks following such servicing transfer. Once a vendor has been
obtained, the servicing transfer of the related Reverse Mortgage Loans may occur on or after the
related Servicing Transfer Date.



     For each Reverse Mortgage Loan that provides for On-Line Access, the Purchaser shall allow the
related Mortgagor to make draws through written request by ACH transfer on and after the related
Servicing Transfer Date at no cost to the related Mortgagor.



     Currently, the Seller’s policy (“Termination Policy”) is to terminate a Mortgagor’s
ability to access any Convenience Checks or related On-Line Access in the event the Outstanding
Principal Balance of the related Reverse Mortgage Loan is equal to or greater than 92% of the
Maximum Claim Amount. Following the related Closing Date, to the extent the Purchaser changes the
Termination Policy or deviates from the Termination Policy, the Purchaser acknowledges and agrees
that the Seller shall have no liability to the Purchaser or any other party for any variances by
the Purchaser with respect to such Termination Policy.



     Each of the Seller and the Purchaser shall cooperate in good faith and will take all
appropriate action that may be necessary to notify the Mortgagors of any changes to their accounts
and of any changes which occur on the related Servicing Transfer Date pursuant to a communication
plan to be agreed upon between the Seller and the Purchaser. Any related costs shall be paid to the
extent incurred by the related Party.



     Section 4.09 Access to Information.



     (a) If either of Seller or the Purchaser is subject to any claim, action, proceeding,
investigation, inquiry, audit, or examination relating to a Reverse Mortgage Loan or the Servicing
Rights following the applicable Servicing Transfer Date, the other party shall reasonably cooperate
with such party and make available to such party, at the requesting party’s expense, all witnesses,
pertinent records, data, documentation, materials and information in the such party’s possession or
under such party’s control relating thereto as is reasonably required by the requesting party to
defend or otherwise handle such claim, action, proceeding, investigation, inquiry, audit, or
examination, but subject to Applicable Laws and appropriate confidentiality agreements.



     (b) In connection with any action, claim or proceeding concerning mortgage insurance with
respect to any Mortgage Loan by a mortgage insurance provider, Purchaser and



41









 




Seller shall reasonably cooperate with the other party and make available to the other party
any communication (including, but not limited to, any request for missing documents, notification
of impending coverage rescission, notification of impending claim denial, claim denials, coverage
rescissions, and curtailments), all witnesses, pertinent records, and any materials and information
in it’s possession or control relating thereto as may be reasonably required by the requesting
party to bring or defend such action, claim or proceeding. The cooperation obligations in this
Section shall include the obligation of the Seller and the Purchaser to provide the other party
with notice within a reasonable time but no later than fifteen (15) Business Days after such party
becomes aware of any such action, claim or Proceeding.




     Additionally, the Seller and the Purchaser shall provide the other party prompt notice of, and
provide documents or communications evidencing or relating to: (i) any lawsuit, counterclaim or
third party claim involving any Reverse Mortgage Loan, (ii) any escalated consumer complaint where
the allegations or claims, if true, may have a material adverse impact on any Reverse Mortgage
Loan, (iii) any repurchase claim made by a third party or the Investor involving any Reverse
Mortgage Loan, and (iv) any inquiry or examination by any regulator or licensing authority that
involves or may impact one or more related Reverse Mortgage Loans. All such notices to the Seller
shall be delivered to the address set forth in Section 5.06(b) for such purpose. All such notices
to the Purchaser shall be delivered to the address set forth in Section 5.06(a).



     Section 4.10 Certain Notifications.



     Each party shall promptly notify the other in writing of the occurrence of any event which
will or could reasonably be expected to result in the failure to satisfy any of the conditions to
the obligations of such other party specified herein.



ARTICLE V

MISCELLANEOUS PROVISIONS




     Section 5.01 Entire Agreement.



     This Agreement, including the Exhibits and Schedules hereto, constitutes the entire agreement
and understanding of the parties with respect to the matters and transactions contemplated by this
Agreement and supersedes any prior agreement and understandings, both written and oral, express or
implied, among the parties hereto with respect to those matters and transactions.



     Section 5.02 Amendment.



     This Agreement may be amended from time to time by written agreement signed by each of the
Seller and Purchaser.



     Section 5.03 No Implied Warranties.



     EXCEPT AS TO THOSE MATTERS EXPRESSLY COVERED BY THE REPRESENTATIONS, WARRANTIES AND OTHER
PROVISIONS SET FORTH IN THIS



42









 




AGREEMENT, SELLER IS NOT MAKING ANY OTHER WARRANTIES, REPRESENTATIONS AND GUARANTEES WHETHER
EXPRESS OR IMPLIED.




     Section 5.04 Governing Law; Submission to Jurisdiction, Etc.



     THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO ANY CONFLICTS OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE
EXTENT PREEMPTED BY FEDERAL LAW. EACH OF THE SELLER AND EACH OF THE PURCHASER IRREVOCABLY (I)
SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS
OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE
DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A
FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW;
AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL
ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.



     Section 5.05 Waiver of Jury Trial.



     THE SELLER AND THE PURCHASER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING
UNDER OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.



     Section 5.06 Notices.



     Any notice, request, instruction or other document to be given hereunder by any party to the
other will be in writing and will be deemed to have been duly given (a) on the date of delivery if
delivered personally, or by facsimile, upon confirmation of receipt, or (b) on the second Business
Day following the date of dispatch if delivered by a recognized next day courier service. All
notices shall be delivered as set forth below, or pursuant to such other instructions as may be
designated in writing by one party to each of the other parties to this Agreement.




	 	(a)	 	If to the Purchaser:
	 
	 	 	 	Nationstar Mortgage LLC
350 Highland Dr.






43












 






	 	 	 	Lewisville, Texas 75067

Attention: General Counsel
	 
	 	(b)	 	If to Seller:
	 
	 	 	 	Bank of America, National Association

2555 W. Chandler Blvd

Chandler, AZ 85224

Attention: Lonnie Horton, Supply Chain Management
	 
	 	 	 	With a copy to:
	 
	 	 	 	Bank of America, National Association

4500 Park Granada

Calabasas, CA 91302

Attention: Adam Gadsby, Director and

David Sobul, Assistant General Counsel
	 
	 	 	 	With a copy to:
	 
	 	 	 	Bank of America Merrill Lynch

One Bryant Park

New York, New York 10036

Attention: Legal Department, Michael Berg
	 
	 	 	 	For notices pursuant to Section 4.09:
	 
	 	 	 	Bank of America, National Association

1515 W. 14th Street

AZ01-807-01-29

Tempe, AZ 85281

Telephone: (480) 457-3036

Attention: Michael Kressin

Email: reverseservicinginquires@bankofamerica.com





     Section 5.07 Waiver of Conditions.



     The conditions to each party’s obligation to consummate the transactions contemplated by this
Agreement are for the sole benefit of such party and may be waived by such party in whole or in
part to the extent permitted by Applicable Law in its complete discretion. Any party hereto may,
to the extent legally allowed, (i) extend the time for the performance of any of the obligations or
other acts of the other party hereto, (ii) waive any inaccuracies in the representations and
warranties made to such party contained herein or in any document delivered pursuant hereto and
(iii) waive compliance with any of the agreements or conditions for the benefit of such party
contained herein. No waiver will be effective unless it is in a writing signed by a duly
authorized officer of the waiving party that makes express reference to the



44









 




provision or provisions
subject to such waiver. The failure or delay in exercising any right under this Agreement or
otherwise shall not constitute a waiver of such right.




     Section 5.08 Confidentiality.



     The Parties agree that all information disclosed to them in connection with this Agreement
shall be subject to the Confidentiality Agreement, dated September 29, 2011, previously entered
into by the Seller and the Purchaser. Each of the Parties shall, with respect to all Assets
related to the Reverse Mortgage Loans, comply with the applicable provisions of the
Gramm-Leach-Bliley Act of 1999 (the “GLB”) and any applicable state and local privacy laws
pursuant to the GLB for financial institutions and applicable state and local privacy laws.



     Section 5.09 Severability of Provisions.



     Any part, provision, representation or warranty of this Agreement which is prohibited or which
is held to be void or unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof. Any part, provision,
representation or warranty of this Agreement which is prohibited or unenforceable or is held to be
void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the
extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction as to any Asset shall not
invalidate or render unenforceable such provision in any other jurisdiction. To the extent
permitted by Applicable Law, the parties hereto waive any provision of law that prohibits or
renders void or unenforceable any provision hereof. If the invalidity of any part, provision,
representation or warranty of this Agreement shall deprive any party of the economic benefit
intended to be conferred by this Agreement, the parties shall negotiate, in good-faith, to develop
a structure the economic effect of which is nearly as possible the same as the economic effect of
this Agreement without regard to such invalidity.



     Section 5.10 Execution; Successors and Assigns.



     This Agreement may be executed in one or more counterparts and by the different parties hereto
on separate counterparts, each of which, when so executed, shall be deemed to be an original; such
counterparts, together, shall constitute one and the same agreement. This Agreement shall inure to
the benefit of and be binding upon the Seller and the Purchaser and their respective successors and
assigns. No party may assign this Agreement without the express written consent of the other
parties to this Agreement.



     Section 5.11 Further Agreements.



     The Seller and the Purchaser each agree to execute and deliver to the other such additional
documents, instruments or agreements as may be reasonably necessary or appropriate to effectuate
the purposes of this Agreement.



45









 





     Section 5.12 Reproduction of Documents.



     This Agreement and all documents relating thereto, including, without limitation, (a)
consents, waivers and modifications which may hereafter be executed, (b) documents received by any
party at related Closing and (c) financial statements, certificates and other information
previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties agree that any such
reproduction shall be admissible in evidence as the original itself in any judicial or
administrative proceeding, whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that any enlargement,
facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.



     Section 5.13 No Third Party Beneficiaries. This Agreement is made for the sole
benefit of the Seller and the Purchaser and their respective successors, and no other Person or
Persons (including any Mortgagor or co-lender or other Person with any interest in or liability
under any of the Mortgage Loans) shall have any rights or remedies under or by reason of this
Agreement.



[Signature Pages Follow]




46









 








     IN WITNESS WHEREOF, each of the undersigned parties to this
Agreement has caused this Agreement to be duly executed by one of its duly authorized officers, all
as of the day and year first above written.



	 	 	 	 	 
	 	BANK OF AMERICA, NATIONAL 
 ASSOCIATION,

as Seller

 	 
	 	By:  	




/s/ Lawrence P. Washington
 	 
	 	 	Name:  	Lawrence P. Washington 	 
	 	 	Title:  	Managing Director 	 



Servicing Rights Sale and Issuer Transfer Agreement


 









 






	 	 	 	 	 



	 	 	 	 	 
	 	NATIONSTAR MORTGAGE LLC,

as Purchaser

 	 
	 	By:  	/s/ Gregory Oniu
 	 
	 	 	Name:  	 Gregory Oniu
	 	 	Title:  	Senior Vice President 	 



Servicing Rights Sale and Issuer Transfer Agreement



 









 






	 	 	 	 	 



EXHIBIT A




PURCHASE PRICES OF ASSETS



	 	 	 
	Asset Group	 	Purchase Price
	Group 1 Assets

	 	$4,000,000 payable to Seller
	Group 2 Assets

	 	Price as may be mutually agreed upon by Seller and Purchaser
	Group 3 Assets

	 	Group 3 Transfer Fee payable to Purchaser
	Group 4 Assets

	 	Price as may be mutually agreed upon by Seller and Purchaser
	Group 5 Assets

	 	Group 5 Transfer Fee payable to Purchaser
	Group 6 Assets

	 	$9,000,000 payable to Seller
	Group 7 Assets

	 	$0

*Purchaser entitled to subservicing fee as set forth in the
Group 7 Assumed Contract on and after the related Servicing
Transfer Date
	Group 8 Assets

	 	$250,000 payable to Seller





Exhibit A-1


 












 





EXHIBIT B




REPRESENTATIONS AND WARRANTIES OF THE SELLER



     Seller represents and warrants to Purchaser that, as of the date such representations and
warranties are made, or deemed to be made, in accordance with Section 3.01:



          (i) Seller is duly formed, validly existing and in good standing under the laws of its
jurisdiction of organization with full power and authority to execute, deliver and perform this
Agreement and to enter into and consummate the transactions contemplated by this Agreement. Seller
has taken all action required to authorize its execution, delivery and performance of this
Agreement. Seller has all licenses necessary to carry on its business as now being conducted and
is licensed, qualified and in good standing in each state where a Mortgaged Property is located if
the laws of such state require licensing or qualification in order to conduct business of the type
conducted by the Seller, and in any event the Seller is in compliance with the laws of any such
state to the extent necessary to ensure the enforceability of the related Reverse Mortgage Loan.




          (ii) The execution and delivery of this Agreement by Seller and the performance by Seller of
its obligations hereunder will not (i) conflict with or violate (A) the organizational documents of
Seller, or (B) any provision of any law or regulation to which Seller is subject, or (ii) conflict
with or result in a breach of any of the material terms, conditions or provisions of any agreement
or instrument to which Seller is a party or by which it is bound or any order or decree applicable
to Seller or result in the creation or imposition of any Lien on any of its assets or property.




          (iii) This Agreement, assuming due authorization, execution and delivery by the Purchaser,
constitutes a valid, legal and binding obligation of the Seller, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforcement of creditors’ rights generally and to general
principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law.




          (iv) Except with respect to any required consent, approval, authorization or order that has
been obtained prior to the related Closing Date, no consent, approval, authorization or order of
any court or governmental agency or body, including HUD, the FHA, Ginnie Mae or Fannie Mae is
required for the execution, delivery and performance by the Seller of or compliance by the Seller
with this Agreement or the sale of the Assets, as evidenced by the consummation of the transactions
contemplated by this Agreement.




          (v) No material litigation is pending or, to the best of the Seller’s knowledge, threatened
against the Seller which would prohibit its entering into this Agreement or performing its
obligations under this Agreement.




          (vi) The Seller is the sole holder and owner of the Assets and the transfer, assignment and
delivery of the Assets to the Purchaser on the applicable Closing Date as




Exhibit B-1









 




contemplated by the Agreement, shall vest in Purchaser all rights of Seller, as servicer, free
and clear of any liens or security interests.




          (vii) The Seller is an approved seller/servicer of reverse mortgage loans for Fannie Mae and a
Ginnie Mae-approved Issuer, with the facilities, procedures, and experienced personnel necessary
for the sound servicing of mortgage loans of the same type as the Reverse Mortgage Loans. The
Seller is a HUD-approved mortgagee pursuant to Section 203 of the National Housing Act and is in
good standing to sell reverse mortgage loans to and service reverse mortgage loans for Fannie Mae,
Ginnie Mae and HUD, and no event has occurred, including but not limited to a change in insurance
coverage, which would make the Seller unable to comply with Fannie Mae, Ginnie Mae and HUD
eligibility requirements or which would require notification to Fannie Mae, Ginnie Mae or HUD.




          (viii) The Seller acknowledges that the consideration received by the Seller upon the sale of
the Assets under this Agreement shall constitute fair consideration and reasonably equivalent value
for the Assets.




          (ix) The Seller does not believe that it cannot perform each and every covenant contained in
this Agreement. The Seller is solvent and the sale of the Assets will not cause the Seller to
become insolvent. The sale of the Assets is not undertaken to hinder, delay or defraud any of the
Seller’s creditors.




          (x) The Seller has made available to the Purchaser a complete and accurate copy of each
Assumed Contract. Each Assumed Contract is a valid and binding obligation of the Seller
enforceable against the Seller in accordance with its terms and, to the knowledge of the Seller, of
each other party thereto.









Exhibit B-2









 








EXHIBIT C




REPRESENTATIONS AND WARRANTIES OF THE PURCHASER



     Purchaser represents and warrants to Seller that, as of the date such representations and
warranties are made, or deemed to be made, in accordance with Section 3.02:




     (i) The Purchaser is duly formed, validly existing and in good standing under the laws
of the jurisdiction of its organization with full power and authority to execute, deliver
and perform this Agreement and to enter into and consummate the transactions contemplated by
this Agreement. The Purchaser has taken all action required to authorize its execution,
delivery and performance of this Agreement.




     (ii) The execution and delivery of this Agreement by the Purchaser and the performance
of its obligations hereunder will not (i) conflict with or violate (A) the organizational
documents of the Purchaser, or (B) any provision of any law or regulation to which the
Purchaser is subject, or (ii) conflict with or result in a breach of any of the material
terms, conditions or provisions of any agreement or instrument to which the Purchaser is a
party or by which it is bound or any order or decree applicable to the Purchaser or result
in the creation or imposition of any Lien on any of its assets or property. The Purchaser
has obtained all consents, approvals, authorizations or orders of any court or governmental
agency or body, if any, required for the execution, delivery and performance by the
Purchaser of this Agreement.




     (iii) This Agreement, assuming due authorization, execution and delivery by the Seller,
constitutes a valid, legal and binding obligation of the Purchaser, enforceable against it
in accordance with the terms hereof subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement of creditors’ rights
generally and to general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.




     (iv) The Purchaser is an approved seller/servicer of reverse mortgage loans for Fannie
Mae. The Purchaser is a HUD-approved mortgagee pursuant to Section 203 of the National
Housing Act and is in good standing to service the Reverse Mortgage Loans for Fannie Mae and
HUD, and no event has occurred, which would make the Purchaser unable to comply with Fannie
Mae and HUD eligibility requirements or which would require notification to Fannie Mae or
HUD.




     (v) As of the Issuer Transfer Closing Date, the Purchaser (i) is a Ginnie Mae-approved
issuer for the type of HMBS Pools being transferred and has the experience, facilities, and
staff or access to experience, facilities and staff adequate (including through
relationships with subservicers) to administer and service the related HECM Loans and the
HMBS Pools being transferred and (ii) is in good standing to service HMBS Pools for Ginnie
Mae, and no event has occurred, which would make the Purchaser unable to comply with Ginnie
Mae eligibility requirements or which would require notification to Ginnie Mae.



Exhibit C-1









 






     (vi) No material litigation is pending or, to the best of the Purchaser’s knowledge,
threatened against the Purchaser which would prohibit its entering into this Agreement or
performing its obligations under this Agreement.




     (vii) The Purchaser has an adjusted net worth and fidelity and mortgagee errors and
omissions insurance in amounts sufficient to meet applicable Fannie Mae’s requirements and
Ginnie Mae’s requirements for the aggregate remaining principal balance of the securities
for which it will be responsible following the transfer of the HMBS Pools to the Purchaser.




     (viii) No broker was used in connection with the transactions contemplated by this Agreement.



Exhibit C-2









 





EXHIBIT D




TRANSITION SUBSERVICING AGREEMENT




Exhibit D-1









 





EXHIBIT D 



TRANSITION SUBSERVICING AGREEMENT




by and between



BANK OF AMERICA, NATIONAL ASSOCIATION



and



NATIONSTAR MORTGAGE LLC



Dated as of December 5, 2011








 









 









Table of Contents




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I SCOPE, TERM & DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	Section 1.01 Scope
	 	 	1	 
	Section 1.02 Term
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II DEFINITIONS
	 	 	2	 
	 
	 	 	 	 
	Section 2.01 Definitions
	 	 	2	 
	Section 2.02 Forms
	 	 	10	 
	Section 2.03 Interpretations
	 	 	10	 
	 
	 	 	 	 
	ARTICLE III SUBSERVICING
	 	 	10	 
	 
	 	 	 	 
	Section 3.01 Appointment as Subservicer; Delegation of Authority
	 	 	10	 
	Section 3.02 Remittances
	 	 	11	 
	Section 3.03 Advances; Reimbursements for Advances
	 	 	12	 
	Section 3.04 Monthly Reports.
	 	 	13	 
	Section 3.05 Specific Duties; Collateral Protection
	 	 	13	 
	Section 3.06 Custodial and Depository Accounts
	 	 	13	 
	Section 3.07 Transfer Instructions
	 	 	14	 
	Section 3.08 HUD Assignments with respect to the Mortgage Loans
	 	 	14	 
	Section 3.09 HECM Policies
	 	 	14	 
	Section 3.10 Assistance with Pooling Participations and Transmitting Pools to Ginnie
Mae in Connection with the Group 1 Mortgage Loans; Reconciling Date
	 	 	15	 
	 
	 	 	 	 
	ARTICLE IV COMPENSATION
	 	 	15	 
	 
	 	 	 	 
	Section 4.01 Subservicing Fee; Servicing Fee; Ginnie Mae’s Guaranty Fee
	 	 	15	 
	Section 4.02 Miscellaneous; Out-of-Pocket Expenses; Ancillary Income; Other
	 	 	16	 
	Section 4.03 Time of Payment
	 	 	16	 
	 
	 	 	 	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES
	 	 	16	 
	 
	 	 	 	 
	Section 5.01 Representations and Warranties of Client
	 	 	16	 
	Section 5.02 Representations and Warranties of BANA
	 	 	17	 
	Section 5.03 Disclaimer of Other Warranties
	 	 	18	 
	Section 5.04 Remedies for Breach of Representations and Warranties
	 	 	18	 
	 
	 	 	 	 
	ARTICLE VI COVENANTS
	 	 	19	 
	 
	 	 	 	 
	Section 6.01 Approvals
	 	 	19	 
	Section 6.02 Notices
	 	 	19	 
	Section 6.03 Notification of Litigation
	 	 	19	 
	Section 6.04 Solicitation of Refinancing
	 	 	19	 
	Section 6.05 Audit and Access to Information
	 	 	20	 
	Section 6.06 Tax Reporting
	 	 	21	 
	Section 6.07 Forwarding of Payments and Other Items
	 	 	21	 
	Section 6.08 Amendment of Servicing Agreements
	 	 	21	 






- i -









 






	 	 	 	 	 
	 	 	Page	 
	Section 6.09 Financial Covenants of Client
	 	 	21	 
	Section 6.10 Privacy
	 	 	21	 
	 
	 	 	 	 
	ARTICLE VII TRANSITION SERVICES AGREEMENT
	 	 	22	 
	 
	 	 	 	 
	Section 7.01 Transition Services Agreement
	 	 	22	 
	 
	 	 	 	 
	ARTICLE VIII ADMINISTRATION OF SERVICES
	 	 	22	 
	 
	 	 	 	 
	Section 8.01 Transition Services Team
	 	 	22	 
	Section 8.02 Plan of Migration
	 	 	23	 
	 
	 	 	 	 
	ARTICLE IX RESERVED
	 	 	23	 
	 
	 	 	 	 
	ARTICLE X TERMINATION; SALE OF SERVICING
	 	 	23	 
	 
	 	 	 	 
	Section 10.01 Termination
	 	 	23	 
	Section 10.02 Effect of Termination
	 	 	27	 
	 
	 	 	 	 
	ARTICLE XI INDEMNIFICATION AND LIABILITY
	 	 	27	 
	 
	 	 	 	 
	Section 11.01 General Indemnification
	 	 	27	 
	Section 11.02 Exclusions
	 	 	28	 
	Section 11.03 Procedures
	 	 	28	 
	Section 11.04 No Set-Off Rights
	 	 	29	 
	 
	 	 	 	 
	ARTICLE XII MISCELLANEOUS PROVISIONS
	 	 	29	 
	 
	 	 	 	 
	Section 12.01 Notices
	 	 	29	 
	Section 12.02 Entire Agreement; Amendment; Survival
	 	 	30	 
	Section 12.03 Exhibits
	 	 	30	 
	Section 12.04 Force Majeure
	 	 	30	 
	Section 12.05 Assignment/Subcontracting; Merger; Binding Effect
	 	 	30	 
	Section 12.06 Headings
	 	 	31	 
	Section 12.07 Governing Law; Waiver of Jury Trial
	 	 	31	 
	Section 12.08 Relationship of the Parties
	 	 	32	 
	Section 12.09 Further Acts
	 	 	32	 
	Section 12.10 Counterparts
	 	 	32	 
	Section 12.11 Severability of Provisions
	 	 	32	 
	Section 12.12 No Third Party Beneficiaries
	 	 	33	 
	Section 12.13 Media Releases
	 	 	33	 






	 	 	 

	SCHEDULE I

	 	SCHEDULE OF MORTGAGE LOANS RELATING TO THE GROUP 1 ASSETS, GROUP 6 ASSETS AND GROUP 8
ASSETS
	EXHIBIT A

	 	SUBSERVICING FEES
	EXHIBIT B

	 	MONTHLY ADVANCE REIMBURSEMENTS FRAMEWORK FOR GROUP 1 MORTGAGE LOANS DURING 

INTERIM SERVICING PERIOD
	EXHIBIT C

	 	SUBSERVICER’S STANDARD REPORTS
	EXHIBIT D-1

	 	POOL DATA
	EXHIBIT D-2

	 	MID-MONTH REPORT
	EXHIBIT E

	 	HMBS RESPONSIBILITIES ADDENDUM






- ii -









 








TRANSITION SUBSERVICING AGREEMENT



This TRANSITION SUBSERVICING AGREEMENT (the “Agreement”) is entered into this 5th day of December,
2011, by and between Bank of America, National Association, a national banking association (“BANA”
or “Subservicer”), and Nationstar Mortgage LLC, a Delaware limited liability company (the “Client”
or “Servicer”).




RECITALS:



WHEREAS, pursuant to that certain servicing rights sale and issuer transfer agreement (the
“Purchase Agreement”), dated as December 5, 2011, by and between BANA, as seller and Client, as
purchaser, pursuant to which Client will purchase the servicing rights related to the reverse
mortgage loans identified on Schedule I attached hereto (collectively, the “Mortgage Loans”) on the
related Sale Date;



WHEREAS, as of the related Sale Date, the Client is the owner of the servicing rights and servicer
of record for the Mortgage Loans related to the Group 1 Assets, Group 6 Assets and the Group 8
Assets (collectively, the “Assets”);



WHEREAS, Client desires to engage BANA to subservice the Mortgage Loans on behalf of the Client
from the related Sale Date until the related Servicing Transfer Date, and BANA desires to assume
such subservicing responsibilities on the terms and conditions set forth in this Agreement;



WHEREAS, Client and BANA have agreed upon the terms set forth herein; and



NOW, THEREFORE, in consideration of the premises, the mutual covenants and promises contained
herein, and other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Parties, intending to be legally bound, do hereby agree as follows:




ARTICLE I




SCOPE, TERM & DEFINITIONS



Section 1.01 Scope



This Agreement documents the terms and conditions under which BANA agrees to perform subservicing
of the Mortgage Loans for the Client, and the terms and conditions under which Client agrees to pay
BANA for such Services during the Term.




Section 1.02 Term



This Agreement shall commence on the related Sale Date with respect to each Mortgage Loan and
continue in full force and effect until the earlier of (i) December 31, 2012 (the “Scheduled
Expiration Date”), (ii) the final Servicing Transfer Date with respect to the last remaining
Mortgage Loan subject to this Agreement, which shall be on or before the Scheduled Expiration Date,
(iii) the date mutually agreed to by BANA and the Client and (iv) the date on which this Agreement
is terminated in accordance with ARTICLE X hereof (such period, the “Term”). The last day of the
Term is referred to herein as the “Expiration Date”. If the Expiration Date has not yet occurred
sixty (60) days prior to the Scheduled Expiration Date, each of BANA and Client shall notify the
other Party of any potential issues that may prevent the servicing of all Mortgage Loans to be
transferred by BANA to Client on or prior to the Scheduled Expiration Date. In the event the
servicing of any Mortgage Loan subject to this Agreement has not transferred from BANA to Client on
or before dates specified in Section 3.03 and it is determined






- 1 -









 







that the failure to so transfer servicing on or prior to such dates is a result of Client’s request
or inability to meet such deadline, BANA shall be entitled to receive an increased Subservicing Fee
equal to the gross Servicing Fee for each such Mortgage Loan as set forth on Exhibit A.




ARTICLE II




DEFINITIONS



Section 2.01 Definitions



All capitalized terms used herein but not otherwise defined herein shall have the respective
meanings set forth in the Purchase Agreement. Whenever used herein, the following words and phrases
(except as herein otherwise expressly provided or unless the context otherwise requires) shall, for
the purposes of this Agreement, have the respective meanings specified in this ARTICLE II.



“Acknowledgment Agreement” means the Acknowledgement Agreement, dated as of December 5, 2011, by
and among Ginnie Mae, Nationstar Mortgage LLC, as issuer and BANA, as secured party.



“Advances” shall mean Principal Advances, Servicing Advances and MIP payments, as applicable, in
respect of the Group 1 Mortgage Loans, Group 6 Mortgage Loans or Group 8 Mortgage Loans, as
applicable.



“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly,
through one or more intermediaries, controls, is controlled by or is under common control with,
such Person. As used in the immediately preceding sentence, the term “control” (including the two
terms “controlled by” and “under common control with”) means the possession, directly or
indirectly, of the power to direct or cause the direction of management or policies of the
specified Person, whether through the ownership of voting securities, by contract or otherwise.



“Agency” means to include Fannie Mae, Ginnie Mae, FHA and HUD, as applicable.



“Agreement” means this Transition Subservicing Agreement, and any schedules, exhibits and written
and agreed to amendments or modifications hereto.



“Ancillary Income” means and includes but not limited to the following types of fees received by or
on behalf of BANA and derived from its subservicing of the Mortgage Loans: Float Benefit;
conversion fees; satisfaction fees; release fees; reconveyance fees; plan change fees, repair
administration fees and foreclosure fees, on or in respect of the Mortgage Loans, but excluding
Servicing Fees.



“Applicable Law” means all applicable statutes, laws, ordinances, regulations, orders, writs,
injunctions or decrees of the United States or any agency thereof, or any state or political
subdivision thereof, or any court of competent jurisdiction thereof.



“Applicable Requirements” means (i) with respect to the Group 1 Mortgage Loans, the applicable
servicing requirements as set forth in the Ginnie Mae Guide and this Agreement; (ii) with respect
to the Group 6 Mortgage Loans, the applicable servicing requirements as set forth in the applicable
Group 6 Assumed Contracts; and (iii) with respect to the Group 8 Mortgage Loans, the applicable
servicing requirements as set forth in the applicable Group 8 Assumed Contracts.



“Assets” has the meaning set forth in the Recitals.







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“BANA Employees” has the meaning set forth in Section 3.10.



“BANA Event of Default” has the meaning set forth in Section 10.01(a)(i).



“Change of Control” means with respect to the Client, the acquisition by any other Person, or two
or more other Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3
of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended) of
outstanding shares of voting stock of the Client at any time if after giving effect to such
acquisition (i) such Person or Persons owns fifty percent (50%) or more of such outstanding voting
stock or (ii) FIF HE Holdings, LLC does not own more than fifty percent (50%) of such outstanding
voting stock, provided, however, that notwithstanding the foregoing, the acquisition by any Person
or two or more other Persons acting in concert, of any of outstanding shares of voting stock of the
Client in any initial public offering shall not give effect to a Change of Control hereunder.



“Change Fee” means a fee charged to a Mortgagor for a change in the terms of the related Mortgage
Loan.



“Claim” means the method or process to submit a request to Client, an Investor and/or Insurer for
expenses/Losses associated with the Servicing of a Mortgage Loan.



“Client” means Nationstar Mortgage LLC, identified as such at the beginning of this Agreement
and/or the Servicer, if applicable.



“Client Event of Default” has the meaning set forth in Section 10.01(a)(ii).



“Custodial Accounts” means with respect to the Group 1 Assets, the Group 6 Assets and the Group 8
Assets, those custodial accounts used for depositing and/or disbursing all custodial funds related
to the Mortgage Loans and maintained in accordance with Applicable Requirements and this Agreement.



“Customer Information” means any personally identifiable information in any form (written,
electronic or otherwise) relating to a Mortgagor, including, but not limited to: a Mortgagor’s
name, address, telephone number, Mortgage Loan number, Mortgage Loan payment history, delinquency
status, insurance carrier or payment information, tax amount or payment information; the fact that
the Mortgagor has a relationship with the owner of the Servicing to such Mortgagor’s Mortgage Loan;
and any other personally identifiable information.



“Depository Accounts” means the accounts used for depositing and clearing all amounts received with
respect to the Mortgage Loans, including, without limitation, Mortgagor payments, wire transfers,
ACH or other electronic transfers, payoff funds, and claim payments, and for processing “NSF”
checks.



“Document Custodian” means the applicable financial institution designated in accordance with the
Servicing Agreements to retain possession of the Mortgage Documents.



“EDP” means the electronic data processing system used by BANA.



“Expiration Date” has the meaning set forth in Section 1.02(c).



“Fannie Mae” means the Federal National Mortgage Association or any successor thereto.



“FHA” means the Federal Housing Administration a division of HUD or any successor thereto.







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“FHA Regulations” means the regulations promulgated by HUD under the Federal Fair Housing Act,
codified in 24 Code of Federal Regulations, and other HUD issuances relating to HECM Loans,
including, without limitations, related handbooks, circulars, notices and mortgagee letters, in
each case as may be amended from time to time.



“Float Benefit” means the net economic benefit resulting from Custodial Accounts, the Depository
Accounts, and all other deposits held by BANA as custodian for the account of Client or an Investor
relating to the Servicing. The Float Benefit is based on BANA’s selection of the investment
facility or interest rate swap or other arrangement offered from time to time by the financial
institution holding custodial deposits, including, without limitation, compensating balance
earnings credit, lines of credit, interest and other earnings on deposit balances and any other
economic consideration realized by Client resulting from control of the custodial deposits.



“Foreclosure” means, after a Mortgage Loan has defaulted, the procedure pursuant to which a lien
holder acquires title to a Mortgaged Property in a foreclosure sale, or pursuant to any other
comparable procedure allowed under Applicable Law.



“Ginnie Mae” means the Government National Mortgage Association, a division of HUD or any successor
thereto.



“Ginnie Mae Guide” means the Ginnie Mae Mortgage-Backed Securities Guide and all amendments or
additions thereto.



“Ginnie Mae Pooling Request” means a email request from Client to BANA’s Investor Accounting Group
to provide comments to the Pool Data attached to such request in connection with the Client’s
preparation of submissions of HMBS pools to Ginnie Mae pursuant to Section 3.09.




     “GNMA II Custom MBS Program” shall be as defined in the Ginnie Mae Guide.


“Group 1 Mortgage Loans” means the Mortgage Loans related to the Group 1 Assets.



“Group 6 Mortgage Loans” means the Mortgage Loans related to the Group 6 Assets.



“Group 8 Mortgage Loans” means the Mortgage Loans related to the Group 8 Assets.



“Guaranty Agreement” means the Guaranty Agreement, by and between Nationstar Mortgage LLC, as
issuer and Ginnie Mae.



“Guaranty Fee” means the monthly guaranty fee that a Ginnie Mae issuer is required to pay to Ginnie
Mae for each HMBS for which such issuer is the issuer of record.



“Home Equity Conversion Mortgage” (or “HECM Loan”) means a reverse mortgage loan under FHA’s Home
Equity Conversion Mortgage program administered by the FHA.



“HECM Policy” means a mortgage insurance policy administered by the FHA with respect to reverse
mortgage loans in accordance with the FHA Regulations and other HUD publications relating to HECM
Loans, including, without limitation, related handbooks, circulars, notices and mortgagee letters.



“HMBS” means a Ginnie Mae security backed by HECM loan participations under the umbrella of the
Ginnie Mae II Custom MBS program.







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“HMBS Loan” means any HECM Loan that is eligible to be pooled into an HMBS.



“HMBS Security” means a Ginnie Mae security backed by HECM Loan participations under the umbrella
of the Ginnie Mae II Customs MBS Program.



“HUD” means the United States Department of Housing and Urban Development or any successor thereto.



“Indemnifiable Losses” means any and all losses, damages, deficiencies, claims, penalties, fines,
forfeitures, reasonable costs and expenses (including reasonable attorneys’ fees and disbursements)
actually incurred by an indemnified party, excluding any (i) amounts attributable to General
Servicing Costs, (ii) special, indirect, consequential, punitive, extraordinary or exemplary
damages (except any such damages paid or finally determined by a Governmental Authority to be
payable by the indemnified party to a third party), unrealized expectation, diminution in value,
lost profits, lost investment or business opportunity, damage to reputation or operating losses or
(iii) damages, losses, obligations, liabilities, claims, penalties, costs or expenses solely due to
the passing of, or any change in, any Applicable Law after the date of this Agreement even if the
change has retroactive effect.



“Ineligible Participations Reimbursement Date” has the meaning set forth on Exhibit B to the
Agreement.



“Initial Settlement Date” has the meaning set forth on Exhibit B to the Agreement.



“Insurer” means any entity that insures or guarantees all or part of the risk of loss of a Mortgage
Loan, including, without limitation, HUD, FHA and the providers of any hazard insurance policy,
flood insurance policy or title insurance policy.



“Interim Servicing Period” means, with respect to any Mortgage Loan, the period from the applicable
Sale Date until the related Servicing Transfer Date.



“Investor” means, as applicable, any Person, any Agency, including but not limited to Fannie Mae,
which owns the legal interest in a Mortgage Loan (including any trustee).



“Liquidity” means, as of any date of determination, the sum of (i) Client’s cash, (ii) Client’s
Cash Equivalents and (iii) the aggregate amount of unused committed capacity available to Client
(taking into account applicable haircuts) under mortgage loan warehouse and servicer advance
facilities for which Client has unencumbered eligible collateral to pledge thereunder.



“Liquidity Requirement” means, as of any date of determination, a Liquidity of at least $20,000,000
as of the end of each calendar month; provided, however, that such Liquidity Requirement may be
amended by BANA from time to time, in a written notice to the Client, to be the same as the
corresponding financial covenant as included in a master repurchase agreement entered into by BANA
and Client after the date hereof.



“Litigation” means any litigation, arbitration or other proceeding before any governmental,
administrative or arbitral court or tribunal, or any government investigation or administrative
enforcement action.



“Master Servicing Agreement” means Ginnie Mae’s Form HUD 11707 Master Servicing Agreement effective
as of the related Sale Date, between Client and BANA, as subcontract servicer for Group 1 Mortgage
Loans until the related Servicing Transfer Date.







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“Material Adverse Change” means any event shall occur with respect to an Agency that results in
any of (a) a material adverse change in, or a material adverse effect upon, the operations,
business, properties, condition (financial or otherwise) or prospects of Client; (b) a material
impairment of the ability of Client to perform under this Agreement, the Acknowledgment Agreement,
the Pledge Agreement, the Guaranty Agreement, the Purchase Agreement or any related agreements; or
(c) a material adverse effect upon the legality, validity, binding effect or enforceability of this
Agreement against Client (unless such material adverse effect is directly caused by an action of
BANA).



“Maturity Event” has the meaning set forth in the related Mortgage Note.



“Maximum Claim Amount” has the meaning set forth in the related Mortgage Documents for such
Mortgage Loan.



“Merrill Delivery Instructions” has the meaning set forth in Section 3.10.



“Merrill Lynch” means            Merrill Lynch, Pierce, Fenner & Smith Incorporated.



“Mid-Month Report” means the mid-month pooling report delivered pursuant to Exhibit B and setting
forth the information on Exhibit D-2.



“MIP” means mortgage insurance premiums, which are payable to HUD, as set forth in the Mortgage
Documents.



“Monthly Operational Reports” means the monthly operational reports identified on Exhibit C-2.



“Monthly Reports” means the Monthly Subservicing Reports and Monthly Operational Reports.



“Monthly Subservicing Reporting Date” means for each of the Monthly Subservicing Reports and
Monthly Operational Reports, the date specified in Exhibit C-1 and Exhibit C-2, respectively.



“Monthly Subservicing Reporting Period” means with respect to the Group 1 Mortgage Loans and the
related Monthly Reports, for any Monthly Subservicing Reporting Date, the prior calendar month.



“Monthly Subservicing Reports” means with respect to the Group 1 Mortgage Loans, the Ginnie Mae
reports identified on Exhibit C-1.



“Mortgage Documents” means the Mortgage Note, Mortgage Instrument, credit and closing packages,
custodial documents, servicing documents, escrow documents, and all other documents, records, data,
and tapes necessary to document and service the Mortgage Loans in accordance with Applicable
Requirements, which for HECM loans are the applicable HUD regulations and guidelines and for
non-HECM loans are Applicable Requirements of an Investor or Servicer, whether on hard copy,
microfiche or its equivalent or in electronic format.



“Mortgage Instrument” means the deeds of trust, security deeds, mortgages, or any other instruments
which constitute the first and/or the subordinate lien on real estate securing payment by a
Mortgagor of a Mortgage Note.



“Mortgage Loans” has the meaning set forth in the Recitals.







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“Mortgage Note” means the mortgage notes, deed of trust notes, security deed notes or other form of
promissory notes executed by a Mortgagor and secured by a Mortgage Instrument evidencing the first
and/or subordinate indebtedness of the Mortgagor under a Mortgage Loan.



“Mortgaged Properties” means any one-to-four family residence, coops, PUDS or condominiums, as
applicable (at the time of the origination of the applicable Mortgage Loan) that is encumbered by a
Mortgage Instrument, including all buildings and fixtures thereon and all accessions thereto, and
including installations of mechanical, electrical, plumbing, heating and air conditioning systems
located in or affixed to such buildings, and all alterations, additions and replacements thereto.
The term “Mortgaged Property” shall include, to the extent the context shall permit or require, any
personal property that is encumbered by a Mortgage Instrument.



“Mortgagor” means the obligor(s) under a Mortgage Note and/or Mortgage Instrument.



“Participation Agent” means such entity that the Client shall contract with to perform the duties
of participation agent under the GNMA II Custom MBS Program.



“Participations” means with respect to any HMBS Loan, participations that are eligible to be
converted into HMBS.



“Party” means Client or BANA, as applicable.



“Person” means an individual, corporation, partnership, limited liability company, joint venture,
trust or unincorporated organization.



“Pledge Agreement” means the Pledge and Security Agreement, dated as of December 5, 2011, by and
between Nationstar Mortgage LLC, as pledgor and BANA, as pledgee.



“Pool Data” means a schedule attached to a Ginnie Mae Pooling Request containing the information
set forth in Exhibit D-1 hereto.



“Principal Advances” means, with respect to any Mortgage Loan, Scheduled Payments, Unscheduled
Payments and MIPs.



“Principal Balance” means, with respect to any Mortgage Loan on any date of determination, the
principal balance of the Mortgage Loan as of such date (including, without limitation, all related
Servicing Fees, Principal Advances, accrued interest and Servicing Advances to the extent
permitted to be added to the principal balance of the Mortgage Loan) after giving effect to
payments of principal on or before such date.



“Principal Prepayment” Any partial or full payment or other recovery of principal on a Mortgage
Loan.



“Privacy Requirements” means the obligations imposed by (i) Title V of the Gramm- Leach-Bliley Act,
15 U.S.C. § 6801 et seq., (ii) the applicable federal regulations implementing such act and
codified at 12 CFR Parts 40, 216, 332, and/or 573, (iii) Interagency Guidelines Establishing
Standards For Safeguarding Borrower Information published in final form on February 1, 2001, (such
final guidelines and/or rules the “Interagency Guidelines”) and (iv) other applicable federal,
state and local laws, rules, regulations, and orders relating to the privacy and security of
Customer Information, including the federal Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq.,
and similar state laws.







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“P&I Custodial Account” means Ginnie Mae’s Form HUD 11709 Master Agreement for Client’s Principal
and Interest Custodial Account Agreement effective as of the date of its execution between the
Client and Client’s custodial bank.



“Purchase Agreement” has the meaning set forth in the Recitals.



“Purchase Proceeds” has the meaning set forth in Exhibit B to this Agreement.



“REO” or “Real Estate Owned” means a Mortgaged Property acquired by Client or by BANA on behalf of
Client through the Foreclosure of a defaulted Mortgage Loan related to the Group 1 Assets.



“Sale Date” means the related date that the legal and beneficial ownership of the Servicing Rights
related to the Mortgage Loans shall be transferred from BANA to Client pursuant to the Purchase
Agreement.



“Scheduled Expiration Date” has the meaning set forth in Section 1.02.



“Scheduled Payment” means the term or tenure monthly payment due to a Mortgagor on the first
Business Day of each month or such other date as set forth in the related Mortgage Note.



“Servicer” means, any Person that owns the legal interest in the Servicing Rights of a Mortgage
Loan, which may or may not be the same as the Client.



“Services” means, with respect to any Mortgage Loan, (i) the servicing functions described in the
Applicable Requirements with respect to such Mortgage Loan and (ii) the terms and conditions of
this Agreement.



“Servicing” means the rights, duties and obligations of Servicer as the servicer or subservicer of
the Mortgage Loans under the related Servicing Agreements and Applicable Requirements, together
with the right to receive Servicing Fees, Float Benefit and any Ancillary Income arising from or
connected to the Mortgage Loans.



“Servicing Advances” shall mean amounts, other than Principal Advances, required or authorized
pursuant to the Servicing Agreements or the Applicable Requirements to be advanced by Servicer or a
subservicer, on, under or in respect of a Mortgage Loan, including but not limited to, payments of
property taxes and other items that create a lien, payment of insurance, payments for field visits,
property inspections, legal fees, appraisals, broker price opinions, and for the securing and
maintenance of the Mortgaged Property in the event of a foreclosure and subsequent sale.



“Servicing Agreement” means (i) with respect to the Mortgage Loans related to the Group 1 Assets,
the applicable terms of the Ginnie Mae Guide and this Agreement with respect to the Group 1 Assets;
(ii) with respect to the Mortgage Loans related to the Group 6 Assets, the applicable Group 6
Assumed Contracts; and (iii) with respect to the Mortgage Loans related to the Group 8 Assets, the
applicable Group 8 Assumed Contracts.



“Servicing Fee” means the fee due to the Servicer from the Investors for Servicing the Mortgage
Loans.



“Servicing Transfer Date” means with respect to any Mortgage Loan, the related date the actual
operational transfer of servicing is effectuated from BANA to Client or Client’s subservicer, as
applicable, in accordance with mutually agreed upon Transfer Instructions.



“Settlement Date” has the meaning set forth in Exhibit B to this Agreement.







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“Subservicer” means BANA, identified as such at the beginning of this Agreement.



“Subservicer Funded Advances” has the meaning set forth in Section 10.01 of this Agreement.



“Subservicing Fee” shall be as set forth on Exhibit A hereto and is the fee retained by BANA on a
monthly basis.



“Tangible Net Worth” means, as of any date of determination, (i) the net worth of Client and its
consolidated Subsidiaries, on a combined basis, determined in accordance with GAAP, minus (ii) all
intangibles determined in accordance with GAAP (including, without limitation, goodwill,
capitalized financing costs and capitalized administration costs but excluding originated and
purchased mortgage servicing rights 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 any mark-to-market adjustments made directly to stockholders’ equity for
fluctuation of the value of financial instruments as mandated under the Statement of Financial
Accounting Standards No. 133 (or any successor statement) shall be excluded from the calculation of
Tangible Net Worth.



“Tangible Net Worth Requirement ” means, as of any date of determination, a Tangible Net Worth of
at least the sum of (a) $175,000,000 and (b) the product of 2/3 (67%) the proceeds from any
issuance of equity; provided, however, that such Tangible Net Worth Requirement may be amended by
BANA from time to time, in a written notice to Client.



“Total Liabilities” shall mean, as of any date of determination, the sum of (a) the total
liabilities of Client on any given date of determination, to be determined in accordance with GAAP
consistent with those applied in the preparation of Client’s financial statements, plus (b) to the
extent not already included under GAAP, the total aggregate outstanding amount owed by Client under
any repurchase, refinance or other similar credit arrangements, plus (c) to the extent not already
included under GAAP, any “off balance sheet” repurchase, refinance or other similar credit
arrangements, less (d) the amount of any nonspecific consolidated balance sheet reserves maintained
in accordance with GAAP and less (e) the amount of any nonrecourse debt, including any
securitization debt.



“Total Liabilities and Warehouse Credit” means, as of any date of determination, a maximum ratio of
Total Liabilities and Warehouse Credit to Tangible Net Worth of 9:1; provided, however, that such
Total Liabilities and Warehouse Credit to Tangible Net Worth Requirement may be amended by BANA
from time to time, in a written notice to the Client, to be the same as the corresponding financial
covenant as included in a master repurchase agreement entered into by BANA and Client after the
date hereof.



“Term” has the meaning set forth in Section 1.02.



“Transfer Instructions” means the reasonable transfer instructions mutually agreed to by BANA and
Client or its subservicer detailing the procedures pursuant to which BANA shall effectuate the
actual servicing transfer from BANA to Client or its designee.



“Transition Services Team” has the meaning set forth in Section 8.01.



“Unscheduled Payment” means a payment to a Mortgagor under the terms of the related Mortgage
Documents other than a Scheduled Payment.





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Section 2.02 Forms



All forms specified by the text hereof or by reference to exhibits attached hereto shall be
substantially as set forth herein, subject to such changes that do not alter the substantive rights
of the parties hereto or as may be required by Applicable Laws hereafter enacted.




Section 2.03 Interpretations



Unless the context requires otherwise, words of the masculine gender shall be construed to include
correlative words of the feminine and neuter genders and vice versa, and words of the singular
number shall be construed to include correlative words of the plural number and vice versa. This
Agreement, and all the terms and provisions hereof, shall be liberally construed to affect the
purposes set forth herein and to sustain the validity of this Agreement.




ARTICLE III




SUBSERVICING



Section 3.01 Appointment as Subservicer; Delegation of Authority





	 	(a)	 	Client hereby appoints BANA, and BANA hereby accepts such appointment as
subcontract servicer with respect to the Group 1 Mortgage Loans and as subservicer with
respect to the Group 6 Mortgage Loans and Group 8 Mortgage Loans, and shall subservice
and administer the Mortgage Loans for Client during the Term, in accordance with
Applicable Law, Applicable Requirements, the Servicing Agreements and the terms of the
respective Mortgage Loans and the terms of this Agreement. Without limiting any other
provision of, and except as otherwise expressly provided in this Agreement, during the
Term, with respect to each Mortgage Loan, BANA covenants that it will perform, observe
and discharge all of the duties, agreements, covenants and obligations of Client under
the Servicing Agreements required to be performed, observed or discharged on or after
the related Sale Date (including, without limitation, compliance with all Applicable
Requirements relating to the Servicing of such Mortgage Loans), in each case in
accordance with the standard of care set forth in such Servicing Agreement and in a
manner at least equal in quality to the servicing that BANA provides to mortgage loans
which it owns in its own portfolio. Subject to the terms and conditions set forth
herein, BANA shall at all times service and administer the Mortgage Loans in accordance
with Applicable Law, the Applicable Requirements, this Agreement, the Servicing
Agreements and the terms of the respective Mortgage Loans, on behalf of the Client.
Notwithstanding anything to the contrary herein, with respect to the Group 1 Mortgage
Loans, the Client, as “Issuer” under the GNMA II Custom MBS Program is responsible for
the servicing of such Mortgage Loans under the Ginnie Mae Guide and appoints BANA to
perform the servicing functions described herein on the Client’s behalf as subcontract
servicer for such Mortgage Loans in accordance with and subject to the Ginnie Mae Guide
and this Agreement.
	 
	 	(b)	 	Notwithstanding anything to the contrary herein, with respect to the Group 6
Mortgage Loans and the Group 8 Mortgage Loans, on the Sale Date, the Client, as
“Servicer” under the related Servicing Agreement is responsible for the servicing of
such Mortgage Loans under the related Servicing Agreement, provided that during the
Interim Servicing Period, BANA shall continue to perform the primary servicing
functions as a subservicer for the




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	 	 	 	Client with respect to the Group 6 Mortgage Loans and the Group 8 Mortgage Loans in
accordance with the related Servicing Agreements and shall be entitled to
reimbursement for any Advances made on the related Mortgage Loans pursuant to the
related Servicing Agreement. The Client as the owner of the Servicing Rights, shall
remain fully responsible for all of the obligations of the Servicer under the
related Servicing Agreements during the Interim Servicing Period. On and after the
related Servicing Transfer Date, the Client, or the Client’s designee, will assume
all of the servicing functions and BANA shall not retain any rights or obligations
with respect to the servicing functions or any other rights or obligations with
respect to the servicing of the related Mortgage Loans under the related Servicing
Agreement or this Agreement.
	 
	 	(c)	 	Except as otherwise limited by the Servicing Agreements or by Applicable
Requirements, BANA shall have full power and authority to do any and all things which,
in the exercise of its reasonable discretion, it may deem necessary or desirable in
connection with the performance of its responsibilities in accordance with this
Agreement. Upon BANA’s reasonable request, Client will furnish (and, if applicable,
will cause the Investors to furnish) BANA with such limited powers of attorney,
corporate resolution and other documents necessary or appropriate to enable BANA to
carry out its duties under this Agreement. BANA will not be liable for any action taken
or for refraining from taking of any action in accordance with the direction or consent
of Client and shall be indemnified by the Client in accordance with the terms of this
Agreement. Any instructions or direction by Client shall be in compliance with
Applicable Requirements and Applicable Law.
	 
	 	(d)	 	BANA may from time to time, on an exception basis, provide to the Client’s
Transition Services Team, for Client’s consent, a written description of a course of
action that BANA proposes to take under this Agreement (where the Applicable
Requirements do not provide necessary guidance), notwithstanding that Client’s consent
may not be required with respect thereto. Unless the Representatives from the Client’s
Transition Services Team gives written notice to BANA that Client objects to any
recommended course of action (which action is within the scope of BANA’s
responsibilities hereunder and is not inconsistent with the Applicable Requirements)
within five (5) Business Days of receipt of BANA’s recommendation, Client will be
deemed to have consented to, and BANA may take, such recommended course of action. If
the Representatives from the Client’s Transition Services Team objects in writing to
BANA’s recommended course of action within five (5) Business Days of receipt of BANA’s
recommendation, BANA will not take its recommended course of action and will take such
mutually agreeable action as may be recommended in writing by the Client
Representative, provided such action does not violate Applicable Law and BANA is
indemnified by the Client for any such action.





Section 3.02 Remittances





	 	(a)	 	With respect to the Group 1 Mortgage Loans during the Interim Servicing Period,
BANA, as subcontract servicer for Client, on a monthly basis, shall deposit into the
Client’s P&I Custodial Account on or before the related Ginnie Mae Drafting Date, any
amounts collected by BANA in respect of the Group 1 Mortgage Loans.
	 
	 	(b)	 	With respect to the Group 6 Mortgage Loans during the Interim Servicing Period,
BANA, as subservicer for Client, on a monthly basis, shall continue to deposit any
amounts collected in respect of the Group 6 Mortgage Loans into the related Custodial
Account as required by the related Servicing Agreement.




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	 	(c)	 	With respect to the Group 8 Mortgage Loans during the Interim Servicing Period,
BANA, as subservicer for Client, on a monthly basis, shall continue to deposit any
amounts collected in respect of the Group 8 Mortgage Loans into the related Custodial
Account as required by the related Servicing Agreement.





Section 3.03 Advances; Reimbursements for Advances



In order to induce Client to enter into the transactions contemplated by the Purchase Agreement,
during the Interim Servicing Period, BANA shall make Advances on behalf of Client, as subservicer,
and shall obtain reimbursements for such Advances in the following manner:





	 	(a)	 	For any Advances made by BANA on the Group 1 Mortgage Loans during the Interim
Servicing Period, BANA shall deliver a Monthly Subservicing Report to Client in respect
of each Group 1 Mortgage Loan on the date set forth in Exhibit C-1 and Client shall
reimburse BANA for any such Advances pursuant to the terms set forth in Exhibit B. If
the servicing for any Group 1 Mortgage Loan has not been transferred by BANA to Client
on or prior to August 31, 2012, Client shall reimburse BANA for any Subservicer Funded
Advances made by BANA on and after September 1, 2012 in respect of any such Group 1
Mortgage Loan, in each case, within one Business Day following receipt by Client from
BANA of all information reasonably required by Client to confirm any such Subservicer
Funded Advance.
	 
	 	(b)	 	For any Advances made by BANA on the Group 6 Mortgage Loans during the Interim
Servicing Period, BANA shall deliver the required monthly servicing reports to the
co-trustee in respect of each Group 6 Mortgage Loan on the date set forth in the
related Servicing Agreement and BANA shall be entitled to reimbursement for any such
Advances pursuant to and in accordance with the terms of the related Servicing
Agreement. If the servicing for any Group 6 Mortgage Loan has not been transferred by
BANA to Client on or prior to December 31, 2012, Client shall reimburse BANA for any
Subservicer Funded Advances made by BANA on and after January 1, 2013 in respect of any
such Group 6 Mortgage Loan, in each case, within one Business Day following receipt by
Client from BANA of all information reasonably required by Client to confirm any such
Subservicer Funded Advance. Following reimbursement by Client, BANA shall obtain
reimbursement for such Subservicer Funded Advances to the fullest extent permitted
under the Group 6 Assumed Contracts, and shall forward any reimbursements for such
Subservicer Funded Advances received thereunder for which it has been previously
reimbursed by Client, to Client within two (2) Business Days of receipt thereof.
	 
	 	(c)	 	For any Advances made by BANA on the Group 8 Mortgage Loans during the Interim
Servicing Period, BANA shall deliver the required monthly servicing reports to the
trustee in respect of each Group 8 Mortgage Loan on the date set forth in the related
Servicing Agreement and BANA shall be entitled to reimbursement for any such Advances
pursuant to and in accordance with the terms of the related Servicing Agreement. If the
servicing for any Group 8 Mortgage Loan has not been transferred by BANA to Client on
or prior to December 31, 2012, Client shall reimburse BANA for any Subservicer Funded
Advances made by BANA on and after January 1, 2013 in respect of any such Group 8
Mortgage Loan, in each case, within one Business Day following receipt by Client from
BANA of all information reasonably required by Client to confirm any such Subservicer
Funded Advance. Following reimbursement by Client, BANA shall obtain reimbursement for
such Subservicer Funded Advances to the fullest extent permitted under the Group 8




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	 	 	 	Assumed Contracts, and shall forward any reimbursements for such Subservicer Funded
Advances received thereunder for which it has been previously reimbursed by Client,
to Client within two (2) Business Days of receipt thereof.
	 
	 	(d)	 	During the Interim Servicing Period, BANA shall calculate all amounts required
by Applicable Requirements and this Agreement to be disbursed from the Custodial
Accounts to the Investors, Client and other appropriate Persons, and timely shall make,
or cause to be made, any disbursements from the Custodial Accounts that are required to
be paid, in accordance with the Applicable Requirements and this Agreement.





Section 3.04 Monthly Reports.





	 	(a)	 	During the Interim Servicing Period, with respect to the Group 1 Assets, on the
related Monthly Reporting Date, BANA shall prepare and provide to Client or its
Participation Agent the Monthly Subservicing Reports and Monthly Operational Reports.
The Client shall be responsible for the payment of the fees and expenses of its
Participation Agent, if applicable.
	 
	 	(b)	 	During the Interim Servicing Period, with respect to the Group 6 Mortgage Loans
and Group 8 Mortgage Loans, BANA shall provide to Client copies of the monthly
servicing reports required to be delivered by the Servicer pursuant to the related
Servicing Agreement and the Monthly Operational Reports.





Section 3.05 Specific Duties; Collateral Protection



With respect to the Group 1 Mortgage Loans, BANA shall inspect each Mortgaged Property upon request
by the Client and at Client’s expense, and, in addition, as often as BANA deems necessary
consistent with the Mortgage Documents and the Applicable Requirements to assure itself that the
value of the Mortgaged Property is being preserved as well as may be required by any HECM Policy or
any other insurance policy. Upon request, BANA shall provide the Client with an electronic report
of such inspection. BANA shall, in its exercise of reasonable discretion, order property
inspections of certain Mortgaged Properties it knows may require inspections and upon the
occurrence of a Maturity Event or an event of default under the related Mortgage Note, and prepare
and deliver, or cause to be prepared and delivered, to the Client a report in respect of such
inspection detailing the condition of such Mortgaged Property together with BANA’s determinations
with respect to any remedial action to be taken with respect thereto.



Notwithstanding anything to the contrary herein, BANA shall not (i) perform any duties that are
prohibited of subservicers according to the Ginnie Mae Guide and (ii) perform the duties and
responsibilities of the Client as Issuer or its Participation Agent set forth in Exhibit E hereto.




Section 3.06 Custodial and Depository Accounts





	 	(a)	 	With respect to the Group 1 Mortgage Loans, BANA shall open a new Custodial
Account, as subcontract servicer for Client, as Issuer, and maintain such accounts in
accordance with Applicable Requirements. With respect to the Group 6 Mortgage Loans and
the Group 8 Mortgage Loans, the Depository Accounts and the Custodial Accounts will be
maintained by BANA in BANA’s name as subservicer for Client and BANA will have the
responsibility for maintaining such accounts in accordance with Applicable
Requirements.




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	 	(b)	 	During the Interim Servicing Period, BANA will (i) receive the Float Benefit
from the Depository Accounts and Custodial Accounts, and (ii) be responsible for all
bank charges incurred on such accounts.





Section 3.07 Transfer Instructions



On the related Servicing Transfer Date, Client and BANA shall comply in all material respects with
the Transfer Instructions with respect to the related Mortgage Loan. For the avoidance of doubt,
Client shall reimburse BANA for all unreimbursed Advances on the Group 1 Mortgage Loans, Group 6
Mortgage Loans and Group 8 Mortgage Loans on or prior to the related Servicing Transfer Date.
Following the related Servicing Transfer Date, Client shall assume full responsibility for
Servicing, and BANA shall cease all Servicing activity with respect to any such Mortgage Loan.




Section 3.08 HUD Assignments with respect to the Mortgage Loans



During the Interim Servicing Period, with respect to the Group 1 Mortgage Loans, Group 6 Mortgage
Loans and Group 8 Mortgage Loans, in the event that (i) the Principal Balance of a Mortgage Loan is
equal to or greater than 92% of the Maximum Claim Amount and (ii) the Mortgage Loan is not due and
payable, BANA shall notify the Client that such Mortgage Loan may be eligible to be assigned to HUD
and that a claim under the HECM Policy may be made with respect to such Mortgage Loan. Unless
otherwise required by the applicable Servicing Agreement or Applicable Requirements, BANA shall
assign such Mortgage Loan to HUD when the Principal Balance of such Mortgage Loan is equal to or
greater than 98% of the Maximum Claim Amount unless BANA receives written direction from the
Client (within ten (10) Business Days after BANA has given notice to the Client) not to assign such
Mortgage Loan to HUD. BANA shall make a claim for insurance benefits with respect to such Mortgage
Loan as soon as practicable.



If, during the process of preparing an assignment of a HECM Loan to HUD, BANA determines that any
deficiencies or errors exist that occurred at the time of the Mortgage Loan origination process,
BANA shall notify Client of these deficiencies and errors and BANA shall make commercially
reasonable efforts to remedy these deficiencies and errors, subject to reimbursement for any such
expenses incurred by BANA in accordance with the terms of the Servicing Agreements, the Applicable
Requirements and this Agreement, as applicable.




Section 3.09 HECM Policies





	 	(a)	 	In connection with any HECM Policy issued by HUD with respect to a HECM
Mortgage Loan serviced under this Agreement, BANA shall service and administer all
applicable aspects of the HECM Policy in accordance with the Applicable Requirements
that govern HECM Policies. In the event BANA fails to comply with any applicable
aspects of the HECM Policy in accordance with the Applicable Requirements that govern
HECM Policies, BANA shall indemnify Client in accordance with the terms set forth in
Article XI. In the event Client fails to comply with any applicable aspects of the
HECM Policy that Client is required to perform in accordance with the Applicable
Requirements that govern HECM Policies, Client shall indemnify BANA in accordance with
Article XI of this Agreement.
	 
	 	(b)	 	The Client shall furnish BANA with any powers of attorney, officers’
certificates and other documents necessary or appropriate to enable BANA to service and
administer any HECM Policy; provided, however, that the Client shall not be liable for
the actions of the




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	 	 	 	BANA under such power of attorney if the BANA is not acting in compliance with the
terms of this Agreement or the Applicable Requirements.





Section 3.10 Assistance with Pooling Participations and Transmitting Pools to Ginnie Mae in
Connection with the Group 1 Mortgage Loans; Reconciling Date



On and after the related Sale Date with respect to the Group 1 Mortgage Loans, in connection with
the pooling of any related Participations into HMBS, the Client shall (i) add at least two
employees of BANA to their Board of Resolution, which employees shall initially be Adam Gadsby,
Adam Robitshek and Mary Stone (“BANA Employees”) and (ii) be responsible for creating the Ginnie
Net user accounts for Aaron Mead (aaron.mead@bankofamerica.com) and Joan Nayo
(joan.nayo@bankofamerica.com) (or such other BANA employees that shall be mutually agreed to by the
Client and BANA from time time) for the purpose of facilitating the pooling of Participations into
HMBS and delivery of the related HMBS to Merrill Lynch. The Client shall prepare and submit the
HMBS pools to Ginnie Mae and shall work with its custodian to obtain the required certification for
such HMBS pools (“Certification”). During the Interim Servicing Period, BANA will provide
reasonable assistance to the Client in preparing its submissions of HMBS pools to Ginnie Mae,
provided the Client (a) schedules the certification of such pools five (5) Business Days prior to
the end of the month in which the securities related to such pools will be issued, or such other
date as mutually agreed to by BANA and Client (the “Certification Date”) and (b) delivers a Ginnie
Mae Pooling Request to BANA’s Investor Accounting Group via email to Stepan Sargsyan at
stepan.sargsyan@bankofamerica.com and Ari Tamir at ari.tamir@bankofamerica.com (or such other email
address as may be provided by BANA from time to time) prior to such Certification Date. BANA shall
evaluate the Pool Data attached to the Ginnie Mae Pooling Request and provide to Client via email,
within one (1) Business Day of receipt of such Ginnie Mae Pooling Request, any comments or
corrections to the Pool Data based on its evaluation. BANA shall export every HMBS pool upon
Certification and shall verify that the Ginnie Mae delivery instructions reflect delivery of the
related HMBS to Merrill Lynch, which delivery instructions shall be: ABA: 021000018; Deliver
to:/NCMMBS/ (the “Merrill Delivery Instructions”). In the event that the Ginnie Mae delivery
instructions do not reflect the Merrill Delivery Instructions, the Client shall make the necessary
correction within one Business Day of receipt of notice by BANA. In the event the necessary
corrections to the delivery instructions are not made within such time period, a BANA Employee may
either (i) request BNY Mellon to change the delivery instructions to reflect the Merrill Delivery
Instructions or (ii) terminate the pooling of the Participations into HMBS altogether.




ARTICLE IV




COMPENSATION



Section 4.01 Subservicing Fee; Servicing Fee; Ginnie Mae’s Guaranty Fee





	 	(a)	 	As partial consideration for the performance of Services, BANA shall be
entitled to the Subservicing Fee, or the Servicing Fee, as applicable, in respect of
each Mortgage Loan related to an Asset Group in accordance with Exhibit A. The Monthly
Reports will identify the Servicing Fee in respect of each Mortgage Loan related to an
Asset Group accrued during a calendar month. During the Interim Servicing Period, with
respect to the Group 1 Mortgage Loans, the Client shall pay to BANA the Subservicing
Fee in respect of each Group 1 Mortgage Loan on the fourth (4th) Business Day of each
calendar month. With respect to the Group 6 Mortgage Loans and Group 8 Mortgage Loans,
BANA shall pay to Client the excess, if any, of the portion of the Servicing Fee for
each Mortgage Loan in such Asset Group over the Subservicing Fee in respect of each
Mortgage Loan in such




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	 	 	 	Asset Group within two Business Days of receipt by BANA in accordance with the
applicable Servicing Agreement.
	 
	 	(b)	 	For avoidance of doubt, notwithstanding any provisions of this Agreement, as of
the related Sale Date with respect to the Group 1 Mortgage Loans, the Client, as
“Issuer” under the GNMA II Custom MBS Program, shall be solely responsible for paying
the Ginnie Mae Guaranty Fee and any other fees or amounts due to Ginnie Mae or to any
HMBS Security holders in accordance with the Ginnie Mae Guide, but excluding any such
amounts specifically advanced by BANA on Client’s behalf, and subject to reimbursement
pursuant to Section 3.03 and Exhibit B of this Agreement.





Section 4.02 Miscellaneous; Out-of-Pocket Expenses; Ancillary Income; Other



In addition to the Subservicing Fee, Client shall pay to BANA or BANA shall be entitled to all
Ancillary Income to the extent payable in accordance with the related Servicing Agreements. Client
will reimburse BANA for the miscellaneous costs and other out-of-pocket expenses as incurred by
BANA hereunder, in each case to the extent not reimbursable pursuant to the applicable Servicing
Agreement. Upon the reasonable request of Client, BANA will provide Client an itemized listing of
the applicable costs and expenses, which will be due and payable as set forth in Section 4.03
hereof; excluding any reimbursement therefore pursuant to the applicable Servicing Agreement.




Section 4.03 Time of Payment



BANA will net all reasonable fees, charges, cost or unpaid items due BANA from Client’s proceeds
and any amount still due to BANA under this Agreement will be due and payable ten (10) Business
Days following receipt by Client of the invoice from BANA; provided, however, that no such netting
will be permitted with respect to the payments and reimbursements described in Exhibit B. Payment
of any invoice by Client shall not prevent Client from contesting in good faith the accuracy or any
amounts set forth therein within thirty (30) days of receipt by Client of such invoice. All
amounts will be payable to BANA by ACH, in accordance with payment instructions provided by BANA
from time to time.




ARTICLE V




REPRESENTATIONS AND WARRANTIES



Section 5.01 Representations and Warranties of Client



On the date hereof and on the related Sale Date, Client warrants and represents to BANA as follows:





	 	(a)	 	Client is a limited liability company duly organized, validly existing and in
good standing under the laws of the State of Delaware and has all licenses necessary to
carry on its business as it is now being conducted and is qualified or registered to
transact business, and is duly licensed, in each jurisdiction in which the ownership of
property or the conduct of its respective business requires such qualification,
registration or licensing, except where the failure to be so licensed, registered or
qualified is not material.
	 
	 	(b)	 	Client has the power, authority and legal right to enter into and perform its
obligations under this Agreement, and this Agreement and any document or instrument to
be delivered to BANA by Client pursuant hereto has been duly authorized, executed and
delivered.




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	 	(c)	 	No consent, approval, authorization or order of any court or governmental
agency or body is required for Client to enter into and consummate the transactions
contemplated by this Agreement or, if required, such consent, approval, authorization
or order has been or will, prior to the later of the Sale Date or the date on which the
Servicing for any Mortgage Loan requiring an approval is transferred, be obtained.
	 
	 	(d)	 	This Agreement and any documents or instruments now or hereafter executed and
delivered to BANA by Client pursuant to this Agreement constitute (or shall, when
executed by Client and delivered to BANA, constitute) valid and legally binding
obligations of Client enforceable against Client in accordance with their respective
terms, except as may be limited by or subject to (i) any bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally and (ii)
general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).
	 
	 	(e)	 	The consummation of the transactions contemplated by this Agreement will not
result (i) in the breach of any term or provision of its limited liability company
agreement, bylaws, organizational and governance documents or (ii) in the breach of any
term or provision of, or conflict with or constitute a default under or result in the
acceleration of any obligation under, any material agreement, indenture or loan or
credit agreement or other instrument to which Client or its property is subject, or
(iii) in the violation of any law, rule, regulation, order, judgment, or decree to
which Client or its property is subject.
	 
	 	(f)	 	Client owns all rights to service the Mortgage Loans and has full power and
authority to designate BANA as Subservicer or otherwise engage BANA to provide the
Services in accordance with the terms of this Agreement. Client has received any and
all necessary consents and approvals from (and has provided or will provide all
necessary notices to BANA) all regulatory authorities and other third parties, if
applicable, authorizing the performance by it of the activities contemplated by this
Agreement, including Fannie Mae, Ginnie Mae and HUD, or will obtain any such consents
prior to the date any such Mortgage Loan for which such consent is required become
subject to this Agreement.
	 
	 	(g)	 	All terms, conditions, agreements and other arrangements between Client and
each Investor with respect to the servicing of such Mortgage Loans are set forth in the
Servicing Agreements.





Section 5.02 Representations and Warranties of BANA



On the date hereof and on the related Sale Date, BANA warrants and represents to Client, as
follows:





	 	(a)	 	BANA is duly organized, validly existing and in good standing under the laws of
the United States of America and has all licenses necessary to carry on its business as
it is now being conducted and is qualified or registered to transact business, and is
duly licensed, in each jurisdiction in which the ownership of property or the conduct
of its respective business requires such qualification, registration or licensing,
except where the failure to be so licensed, registered or qualified is not material.
	 
	 	(b)	 	BANA has the power, authority and legal right to enter into and perform its
obligations under this Agreement, and this Agreement and any document or instrument to
be




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	 	 	 	executed and delivered by BANA to Client pursuant hereto has been duly (or will be
prior to delivery) authorized, executed and delivered.
	 
	 	(c)	 	No consent, approval, authorization or order of any court or governmental
agency or body is required for BANA to enter into and consummate the transaction
contemplated by this Agreement or, if required, such consent, approval, authorization
or order has been or will, prior to the later of the Sale Date or the date on which the
Servicing for any Mortgage Loan requiring an approval is transferred, be obtained.
	 
	 	(d)	 	This Agreement and any documents or instruments now or hereafter executed and
delivered to Client by BANA pursuant to this Agreement constitute (or shall, when
executed by BANA and delivered to Client, constitute) valid and legally binding
obligations of BANA enforceable against BANA in accordance with their respective terms,
except as may be limited by or subject to (i) any bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally and (ii)
general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).
	 
	 	(e)	 	BANA is an approved servicer of FHA, FHA HECM, Fannie Mae and Ginnie Mae. BANA
is in good standing to service mortgage loans for FHA, and no event has occurred,
including but not limited to a change in insurance coverage, which would make BANA
unable to comply with FHA eligibility requirements or which would require notification
to FHA.
	 
	 	(f)	 	The consummation of the transactions contemplated by this Agreement will not
result (i) in the breach of any term or provision of its organizational and governance
documents or (ii) in the breach of any term or provision of, or conflict with or
constitute a default under or result in the acceleration of any obligation under, any
material agreement, indenture or loan or credit agreement or other instrument to which
BANA or its property is subject, or (iii) in the violation of any law, rule,
regulation, order, judgment or decree to which BANA or its property is subject.
	 
	 	(g)	 	BANA has in full force and effect all insurance necessary to perform its
obligations hereunder in accordance with the terms of the Servicing Agreements,
including without limitation (i) an adequate errors and omissions policy or policies
satisfying Applicable Requirements with respect to Subservicer’s operations and (ii) a
standard mortgage banker’s blanket bond.





Section 5.03 Disclaimer of Other Warranties



Except as expressly set forth in Section 5.02, BANA makes no representations or warranties, express
or implied, regarding any matter, including the merchantability, suitability, originality, fitness
for a particular use or purpose, or results to be derived from the use, of the services, software,
hardware or other materials provided under this Agreement. BANA does not represent or warrant that
the operation of any software will be uninterrupted or error-free.




Section 5.04 Remedies for Breach of Representations and Warranties



The representations and warranties in this ARTICLE V will survive the execution and delivery of
this Agreement. The rights and remedies of the parties with respect to any breach of the foregoing
representations and warranties shall be as set forth in ARTICLE X and ARTICLE XI of this Agreement.






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ARTICLE VI




COVENANTS



Section 6.01 Approvals



BANA and Client shall cooperate to obtain (i) any necessary approval as may be required by the
Servicing Agreements for the consummation of the transactions contemplated by this Agreement and
(ii) any approvals required by Fannie Mae, Ginnie Mae or HUD required for the consummation of the
transactions contemplated by the Purchase Agreement.




Section 6.02 Notices





	 	(a)	 	Pursuant to timing requirements contained in the Applicable Requirements and as
required thereby, Client and BANA shall deliver to each Mortgagor, a letter advising
the Mortgagor of the transfer of servicing pursuant to this Agreement. The content of
the letter shall be mutually agreeable to the parties and shall comply with all
Applicable Requirements, including, without limitation, the federal Real Estate
Settlement Procedures Act, as amended, and Regulation X, as amended.
	 
	 	(b)	 	The costs of all notifications required to be made under this Section 6.02
shall be shared equally by Client and BANA.





Section 6.03 Notification of Litigation





	 	(a)	 	BANA shall make reasonable efforts to notify Client in writing of any material
litigation and claims made against Client or BANA in connection with the Mortgage Loans
serviced pursuant to this Agreement of which BANA becomes aware. In the event the
failure to timely give Notice to Client of any such litigation or claim results in the
Client being materially prejudiced or harmed by such failure, BANA hereby agrees to
indemnify the Client to the extent of any loss incurred as a result of such failure in
accordance with Section 11.01(d). In addition, with respect to the Mortgage Loans,
during the Interim Servicing Period, BANA will not settle any litigation in respect of
any Mortgage Loans for an amount in excess of $5,000 without the consent of Client.
	 
	 	(b)	 	Client shall make reasonable efforts to notify BANA in writing of any material
litigation and claims made against Client or BANA in connection with the Mortgage Loans
serviced pursuant to this Agreement of which Client becomes aware. In the event the
failure to timely give Notice to BANA of any such litigation or claim results in BANA
being materially prejudiced or harmed by such failure, Client hereby agrees to
indemnify BANA to the extent of any loss incurred as a result of such failure in
accordance with Section 11.01(d).





Section 6.04 Solicitation of Refinancing



From and after the Sale Date, BANA shall not directly solicit the Mortgagors for purposes of
prepayment or refinance or modification of the Mortgage Loans. This Section 6.04, however, shall
not prohibit BANA or any Affiliate of BANA, from engaging in programs that are directed to the
general public at large, including, without limitation, mass mailings based on commercially
acquired mailing lists, newspaper, radio or television advertisements that may indirectly solicit
the Mortgagors for purposes of prepayment or refinance or modification of the Mortgage Loans, or
from responding to unsolicited requests or inquiries





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made by a Mortgagor or an agent of Mortgagor or taking applications received directly from
Mortgagors or an agent of a Mortgagor.




Section 6.05 Audit and Access to Information



With respect to the Services rendered by BANA pursuant to this Agreement related to the Mortgage
Loans, BANA will make reasonably available during BANA’s business hours, its facilities, personnel
and the related books and records for examination, audit and review by:





	 	(a)	 	Employees of Client, its auditors or any third-party engaged by client for the
purpose of conducting such audit, inspection, oversight or review who are from time to
time designated by Client, and agree in writing to the security and confidentiality
obligations and procedures reasonably required by BANA; and
	 
	 	(b)	 	A prospective Investor who desires, with Client’s (or Investor’s, if
applicable) written consent, to examine the records relating to Mortgage Loans,
provided such prospective Investor is not prohibited from reviewing such records
pursuant to the related underlying transaction documents, and agrees in writing to the
security and confidentiality obligations and procedures reasonably required by BANA;
and
	 
	 	(c)	 	Client, an Investor, or other third party who requests with Client’s written
consent (or demands through issuance of subpoena or other legal process) BANA at any
time, including after the termination of this Agreement, to retrieve information
regarding a Mortgage Loan from BANA’s inactive records, provided such information is
not otherwise reasonably available to Client by any other means; and
	 
	 	(d)	 	Any federal, state or local jurisdiction, authority or Agency that requires an
audit of BANA’s facilities or records.




In connection with any such audit, inspection or review, Client, its auditors or any third-party
engaged by Client for the purposes of conducting such audit, inspection or review shall have
commercially reasonable access to the personnel of BANA involved in the subservicing of the
Mortgage Loans and may, with the prior consent of a Representative of the Seller’s Transition
Services Team (such consent not to be unreasonably withheld), attend meetings relating to the
subservicing of the Mortgage Loans for the purpose of monitoring the subservicing for the Mortgage
Loans.



Notwithstanding anything to the contrary in this Agreement, BANA will not be required to provide
access to (i) the proprietary data of BANA that is not reasonably related to the subject of the
permitted audit, or (ii) information relating to other BANA customers (except as expressly
permitted under subparagraph (c) above), or (iii) any of BANA’s internal costs (except for those
which Client has agreed to pay on a reimbursable basis). Client and its agents, representatives
and auditors will keep confidential all information learned or exchanged in connection with the
conduct of an audit, as well as the results of any audit. Notwithstanding the foregoing, if such
information is required to be disclosed pursuant to a requirement of a governmental agency or body,
such information may be disclosed so long as, and to the extent possible, Client provides BANA with
timely prior notice of such requirement and coordinates with BANA in an effort to limit the nature
and scope of such required disclosure. For the avoidance of doubt, BANA shall not provide to Client
(or any other party) direct user access to any of BANA’s systems. Client shall be responsible for
all reasonable costs and expenses incurred by BANA or any other party in connection with any such
audits or access to information provided under this Section 6.05.






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Section 6.06 Tax Reporting



BANA shall be responsible for providing the Internal Revenue Service and Mortgagors with all
appropriate tax forms and information for transactions affecting the Mortgage Loans during the
respective calendar year, for the period prior to the related Servicing Transfer Date. Client shall
be responsible for providing the Internal Revenue Service and Mortgagors with all appropriate tax
forms and information for transactions affecting the Mortgage Loans following the related Servicing
Transfer Date.




Section 6.07 Forwarding of Payments and Other Items



All Mortgage Loan payments, other funds, payments and correspondence pertaining to the Mortgage
Loans to which BANA is entitled under this Agreement that are received by Client after the Sale
Date, shall be forwarded by Client, at Client’s expense: (i) to BANA by overnight delivery within
one (1) Business Day following Client’s receipt thereof by Client for the first sixty (60) days
after the Sale Date, and (ii) to BANA by first class mail within one (1) Business Day following
receipt thereof by Client for the next thirty (30) days. All losses, penalties and interest due on
any Mortgage Loan resulting from Client’s failure to forward such items to BANA as provided above
or during the term of the Agreement shall be borne by Client.




Section 6.08 Amendment of Servicing Agreements



Client shall not consent (if such consent is required to make such amendment effective and to the
extent that such consent may legally be withheld by Client) to the amendment of any of the terms of
any Servicing Agreement as such Servicing Agreements relate to BANA’s rights, duties and
obligations hereunder, without the prior written consent of BANA, which consent shall not be
unreasonably withheld.




Section 6.09 Financial Covenants of Client





	 	(a)	 	Client shall maintain at all times a Tangible Net Worth of at least 75% of the
then current Tangible Net Worth Requirement.
	 
	 	(b)	 	Client shall maintain a Liquidity at the end of each calendar month of at least
75% of the then current Liquidity Requirement.
	 
	 	(c)	 	Client shall maintain at all times a maximum ratio of Total Liabilities and
Warehouse Credit to Tangible Net Worth with a numerator determined by dividing the
numerator of then current Total Liabilities and Warehouse Credit to Tangible Net Worth
Requirement by 3/4 (.75).





Section 6.10 Privacy





	 	(a)	 	Except in accordance with this 6.10(a), each of the parties hereto shall not
disclose any Customer Information to any Person, including, but not limited to, any of
their respective employees, agents, or contractors, or any third party not affiliated
with such party. Each party hereto shall disclose such Customer Information only to
the extent permitted by, or necessary to carry out their respective express obligations
and rights under, this Agreement, and for no other purpose. Each party shall ensure
that each Person to which it intends to disclose Customer Information shall, prior to
any such disclosure of information, agree to: (i) keep confidential any such Customer
Information and (ii) not disclose any Confidential Information to any third Person
other than as permitted or required by this Agreement and/or the Applicable
Requirements or with the prior written




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	 	 	 	consent of the other party (iii) exercise the same degree of care with regard to the
protection of the Confidential Information as it does in protecting and preserving
its own confidential and proprietary information.
	 
	 	(b)	 	Notwithstanding the foregoing, each party hereto and their respective
affiliates shall not be obligated to hold in confidence Confidential Information which
(i) has been released by the non-disclosing party or its affiliates to the general
public, (ii) is compelled to be disclosed by a court of competent jurisdiction or (iii)
was lawfully acquired directly or indirectly by any such party (or its affiliates) from
a Person (other than the non-disclosing party or its affiliates, or the non-disclosing
party’s customers) without violation of any restriction on disclosure or use of the
Confidential Information.
	 
	 	(c)	 	BANA shall, on Client’s behalf, receive, process, and implement the rights of
each Mortgagor who has under applicable Privacy Requirements notice of intent to
“opt-out” of allowing, or failure to “opt-in” and allow, Client to share, in compliance
with Applicable Law, his or her Customer Information with Persons unaffiliated with
Client.





ARTICLE VII




TRANSITION SERVICES AGREEMENT



Section 7.01 Transition Services Agreement



Upon the termination or expiration of this Agreement with respect to all or a portion of the
Mortgage Loans, or any or all of the Services provided by BANA with respect to the Mortgage Loans,
if requested by Client and agreed to by BANA in writing, BANA and Client shall enter into a
mutually agreed upon transition services agreement whereby BANA agrees to provide to Client certain
services mutually agreed to by the Parties and at a fee to be mutually agreed to, including access
to the personnel and equipment of BANA, reasonably required by Client to perform the obligations of
Client under the Servicing Agreements and to effect a smooth transition of primary servicing
responsibilities with respect to the Mortgage Loans from BANA to Client. All such services shall
be provided using reasonable efforts, skill and judgment and in a manner consistent with current
practices as of the related Sale Date.




ARTICLE VIII




ADMINISTRATION OF SERVICES



Section 8.01 Transition Services Team



Client and BANA shall each designate a transition services team (each, a “Transition Services
Team”) comprised of two individuals (each, a “Representative”), which Transition Services Teams
shall work cooperatively together to facilitate and administer this Agreement. Each Representative
shall be designated by written notice to the other Party and shall be authorized to act on Client
and BANA’s behalf, respectively. The Transition Services Teams shall make reasonable efforts to
meet, in person, via phone or via videoconference during normal business hours and with reasonable
notice (each such meeting, a “Meeting”), periodically to discuss the Services generally and any
issues relating thereto; provided, that any Representative’s failure to attend to one or more
meetings, shall not be deemed to constitute a breach under this Agreement. Each Party shall have
the right at any time and from time to time to replace its Representatives by giving notice in
writing to the other Party setting forth the name of (i) the Representative to be replaced and (ii)
the replacement Representative.





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Section 8.02 Plan of Migration



Client and BANA will cooperate in good faith to develop a plan of migration explaining the primary
servicing of the Mortgage Loans will be transferred from BANA to Client, including a timeline for
such transfer and plan to transfer the primary servicing of the Mortgage Loans to the systems,
operations, processes and platforms of Client. BANA shall cooperate with Client in providing the
necessary information for the development of the migration plan contemplated above and provide
Client with any suggested updates or changes. The Parties acknowledge that this Section 8.02 is
for informational and planning purposes and will not affect the rights of either Party (including,
for the avoidance of doubt, the right to terminate or extend a Service pursuant to Section 7 and/or
Section 1.02, as applicable, at or beyond a different time than is set forth in the migration plan)
under this Agreement and shall not give rise to any liability or cause of action (other than for
failure to cooperate or to deliver or update such migration plan in good faith).




ARTICLE IX




RESERVED



ARTICLE X



TERMINATION; SALE OF SERVICING



Section 10.01 Termination





	 	(a)	 	Termination for Cause





          (i) Each of the following events shall constitute an event of default by BANA (a “BANA
Event of Default”) and the Client may, by giving written notice thereof to BANA, terminate this
Agreement as of the date of receipt by BANA of such notice or as of a future date specified in such
notice of termination:



               (1) BANA shall default in the payment of any amount payable by it under this Agreement when
due and such failure has not been cured within one (1) Business Day; or



               (2) BANA shall default in the performance of or otherwise breach obligations or covenants
under this Agreement, and such default has not been remedied within five (5) Business Days; or



               (3) BANA shall breach in any material respect any of the representations or warranties made by
it in this Agreement and such breach has not been cured within fifteen (15) Business Days; or



               (4) BANA shall fail to possess any Investor, Insurer or governmental approval, or an exemption
from such approval, necessary to perform its obligations under this Agreement or BANA shall have
received from any Agency or HUD a notice of extinguishment or a notice indicating material breach,
default or material non-compliance which Client reasonably determines may entitle such Agency or
HUD to terminate, suspend, sanction or levy penalties against BANA; or



               (5) a final judgment or judgments for the payment of money in excess of $10,000,000 in the
aggregate (to the extent that it is, in the reasonable determination of BANA, uninsured and
provided that any insurance or other credit posted in connection with an appeal shall not be deemed



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insurance for these purposes) shall be rendered against BANA or any of its Subsidiaries 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
BANA or any such Subsidiary 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




               (6) BANA shall admit in writing its inability to, or intention not to, perform any of the
obligations or covenants of BANA set forth in this Agreement or the Purchase Agreement; or



               (7) BANA or any of its Subsidiaries shall (i) apply for or consent to the appointment of, or
the taking of possession by, a receiver, custodian, trustee, examiner or liquidator of itself or of
all or a substantial part of its property, (ii) make a general assignment for the benefit of its
creditors, (iii) commence a voluntary case under the Bankruptcy Code, (iv) file a petition seeking
to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation,
dissolution, arrangement or winding-up, or composition or readjustment of debts, (v) fail to
controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed
against it in an involuntary case under the Bankruptcy Code, (vi) take any corporate or other
action for the purpose of effecting any of the foregoing, or (vii) generally fail to pay BANA’s or
BANA’s Subsidiaries debts as they become due; or



               (8) a proceeding or case shall be commenced, without the application or consent of BANA or any
of its Subsidiaries, in any court of competent jurisdiction, seeking (i) its reorganization,
liquidation, dissolution, arrangement or winding-up, or the composition or readjustment of its
debts, (ii) the appointment of, or taking of possession by, a receiver, custodian, trustee,
examiner, liquidator or the like of BANA or any such Subsidiary or of all or any substantial part
of its property, or (iii) similar relief in respect of BANA or any such Subsidiary under any law
relating to bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement or
winding-up, or composition or adjustment of debts, and such proceeding or case shall continue
undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be
entered and continue unstayed and in effect, for a period of sixty (60) or more days; or an order
for relief against BANA or any such Subsidiary shall be entered in an involuntary case under the
Bankruptcy Code; or



          (ii) Each of the following events shall constitute an event of default by Client (a
“Client Event of Default”) and BANA may, by giving written notice thereof to the Client,
terminate this Agreement as of the date of receipt by the Client of such notice or as of a future
date specified in such notice of termination:



               (1) Client shall (i) default in the payment of any amount payable by it under this Agreement
when due, including any amounts due to BANA pursuant to Section 3.03 or Exhibit B or (ii) Client
shall breach any covenant contained in Section 3.03 or Exhibit B and, in each case, such failure
has not been cured within one (1) Business Day; or; or



               (2) Client shall breach any covenant contained in Section 6.09 or Exhibit B; or



               (3) Client shall default in performance of or otherwise breach obligations or covenants under
this Agreement (other than obligations or covenants set forth in Section 3.03, Exhibit B or Section
6.09), and such default has not been remedied within five (5) Business Days; or



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               (4) Client shall breach in any material respect any of the representations or warranties made
by it in this Agreement and such breach has not been cured within fifteen (15) Business Days; or



               (5) Client shall fail to possess any Investor, Insurer or governmental approval, or an
exemption from such approval, necessary to perform its obligations under this Agreement or Client
shall have received from any Agency or HUD a notice of extinguishment or a notice indicating
material breach, default or material non-compliance which BANA reasonably determines may entitle
such Agency or HUD to terminate, suspend, sanction or levy penalties against Client; or



               (6) a final judgment or judgments for the payment of money in excess of $10,000,000 in the
aggregate (to the extent that it is, in the reasonable determination of BANA, uninsured and
provided that any insurance or other credit posted in connection with an appeal shall not be deemed
insurance for these purposes) shall be rendered against Client or any of its Subsidiaries 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
Client or any such Subsidiary 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



               (7) Client shall admit in writing its inability to, or intention not to, perform any of the
obligations or covenants of Client set forth in this Agreement, the Purchase Agreement, the
Acknowledgment Agreement, the Pledge Agreement or the Guaranty Agreement; or



               (8) Client or any of its Subsidiaries shall (i) apply for or consent to the appointment of, or
the taking of possession by, a receiver, custodian, trustee, examiner or liquidator of itself or of
all or a substantial part of its property, (ii) make a general assignment for the benefit of its
creditors, (iii) commence a voluntary case under the Bankruptcy Code, (iv) file a petition seeking
to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation,
dissolution, arrangement or winding-up, or composition or readjustment of debts, (v) fail to
controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed
against it in an involuntary case under the Bankruptcy Code, (vi) take any corporate or other
action for the purpose of effecting any of the foregoing, or (vii) generally fail to pay Client’s
or Client’s Subsidiaries debts as they become due; or



               (9) a proceeding or case shall be commenced, without the application or consent of Client or
any of its Subsidiaries, in any court of competent jurisdiction, seeking (i) its reorganization,
liquidation, dissolution, arrangement or winding-up, or the composition or readjustment of its
debts, (ii) the appointment of, or taking of possession by, a receiver, custodian, trustee,
examiner, liquidator or the like of Client or any such Subsidiary or of all or any substantial part
of its property, or (iii) similar relief in respect of Client or any such Subsidiary under any law
relating to bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement or
winding-up, or composition or adjustment of debts, and such proceeding or case shall continue
undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be
entered and continue unstayed and in effect, for a period of sixty (60) or more days; or an order
for relief against Client or any such Subsidiary shall be entered in an involuntary case under the
Bankruptcy Code; or



               (10) the Acknowledgement Agreement or Pledge Agreement shall for whatever reason be
terminated, (ii) any event of default shall have occurred under the Acknowledgement Agreement or
Pledge Agreement, (iii) any of Client’s obligations under this Agreement, the



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               Acknowledgement Agreement or Pledge Agreement shall cease to be in full force and effect, or
(iv) the enforceability of this Agreement, the Acknowledgement Agreement or Pledge Agreement shall
be contested by Client; or



               (11) any Change of Control of Client shall have occurred without the prior consent of BANA; or



               (12) Client or any Subsidiary or Affiliate thereof shall default under, or fail to perform as
required under, or shall otherwise materially breach the terms of any instrument, agreement or
contract between Client or such other entity, on the one hand, and BANA or any of BANA’s
Subsidiaries or Affiliates on the other, including without limitation, the Purchase Agreement, the
Acknowledgment Agreement, the Pledge Agreement, Guaranty Agreement or any Servicing Agreement; or
Client or any Subsidiary or Affiliate thereof shall default under, or fail to perform as requested
under, the terms of any repurchase agreement, loan and security agreement or other credit facility
or agreement for borrowed funds entered into by Client or such other entity and any third party,
with respect to any Indebtedness in an aggregate principal amount of at least $5,000,000;



               (13) Client’s audited annual financial statements or the notes thereto or other opinions or
conclusions stated therein shall be qualified or limited by reference to the status of Client as a
“going concern” or reference a similar import or shall indicate that Client has a negative net
worth or is insolvent; or



               (14) any Governmental Authority or any person, agency or entity acting or purporting to act
under governmental authority shall have taken any action to condemn, seize or appropriate, or to
assume custody or control of, all or any substantial part of the Property of Client or any of
Client ’s Subsidiaries or any Affiliates, or shall have taken any action to displace the management
of Client or any of Client’s Subsidiaries or any Affiliates or to curtail its authority in the
conduct of the business of Client or any of Client’s Subsidiaries or any Affiliates, or takes any
action in the nature of enforcement to remove, limit or restrict the approval of Client or any of
Client’s Subsidiaries or any Affiliates as a servicer of mortgage loans or, and such action
provided for in this subsection (n) shall not have been discontinued or stayed within thirty (30)
days; or



               (15) Client’s right to service the Mortgage Loans shall be terminated by Ginnie Mae with
respect to the Group 1 Assets or Fannie Mae, any trustee, guarantor, program administrator or
Rating Agency with respect to the Group 6 Assets and Group 8 Assets, with or without cause; or



               (16) Client attempts to assign its servicing rights with respect to the Group 1 Assets, Group
6 Assets or Group 8 Assets or to assign the Agreement or to delegate its duties hereunder or any
portion thereof in violation of Section 12.05, other than assignments or delegations that are
strictly permitted by this Agreement; or



               (17) the occurrence of a Material Adverse Change.




	 	(b)	 	Issuer Transfer upon Client Event of Default under Section 10.01(a)(ii)(1).
Pursuant to the Purchase Agreement and this Agreement, BANA, the Client and Ginnie Mae
will execute an Acknowledgement Agreement, and BANA and the Client will execute a
Pledge Agreement through which all parties agree that if a Client Event of Default
occurs under Section 10.01(a)(ii)(1) of this Agreement, upon notice by BANA to Ginnie
Mae, Ginnie Mae will transfer the issuer status and the Client’s HECM portfolio and all
related




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	 	 	 	participation interests (consisting of all securitized and unsecuritized
Participations) to BANA. To secure Client’s obligation to reimburse BANA Subservicer
Funded Advances with respect to the Group 1 Mortgage Loans, BANA will take a pledge
and assignment, and Client will grant BANA a first priority security interest, in
all of the Client’s HMBS MSR portfolio and all related Subservicer Funded Advances.
In order to perfect BANA’s first priority lien in the HMBS MSR and Subservicer
Funded Advances, BANA will file a UCC-1 financing statement on or prior to the
related Sale Date.
	 	(c)	 	Termination Without Cause. Client may terminate this Agreement with respect to
any or all of the Mortgage Loans, or any or all of the Services with respect to any
Mortgage Loan, in its sole discretion, without cause, upon thirty (30) days prior
written notice to BANA; provided that BANA shall have at least one hundred and twenty
days (120) days to effectuate any servicing transfer to Client or its designee.
	 
	 	(d)	 	In the event Fannie Mae shall at any time assign or transfer the Class RV
Certificates to a third-party, BANA may terminate its obligations under this Agreement
with respect to any or all the Group 6 Mortgage Loans.





Section 10.02 Effect of Termination





	 	(a)	 	Upon termination of this Agreement with respect to any or all of the Mortgage
Loans, or any or all of the Services with respect to any Mortgage Loans, BANA will
cease to perform the applicable Services and Client shall pay to BANA all amounts due
to BANA hereunder for all Services performed by BANA on behalf of Client hereunder
through the date of termination, including reimbursement for all outstanding
unreimbursed Advances made by BANA in connection with the Mortgage Loans. Upon the
termination in full of this Agreement with respect to all Mortgage Loans and all
Services, Client will pay to BANA, all amounts due to BANA hereunder for all Services
performed by BANA on behalf of Client hereunder through the date of termination,
including reimbursement for all outstanding unreimbursed Advances made by BANA in
connection with the Mortgage Loans. The termination in whole or in part of this
Agreement will in no event relieve the Parties of any obligation, liability or breach
incurred hereunder prior thereto, including the payment and indemnification obligations
and liabilities set forth herein. The following Sections shall survive any termination,
cancellation or expiration of this Agreement or any of the Services provided hereunder:
Section 6.09, Section 6.10, ARTICLE X, ARTICLE XI and ARTICLE XII. Notwithstanding the
foregoing, in the event of any termination with respect to one or more, but less than
all Services, this Agreement shall continue in full force and effect with respect to
any Services not terminated thereby.





ARTICLE XI




INDEMNIFICATION AND LIABILITY



Section 11.01 General Indemnification



Subject to Section 11.02, Section 11.03 and Section 11.04, each Party agrees to indemnify and hold
the other Party, its Affiliates and its and their respective directors, officers, shareholders,
employees, successors and assigns harmless from any Indemnifiable Losses arising out of:







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	 	(a)	 	any representation or warranty made by such Party in ARTICLE V not having been
true and correct as of the date of this Agreement;
	 
	 	(b)	 	any material breach of any covenant or agreement of such Party under this
Agreement;
	 
	 	(c)	 	physical injury or property damage caused by the grossly negligent or
intentional acts of such Party, or its agents, employees or contractors; and
	 
	 	(d)	 	the failure by a Party to provide timely notice of any material litigation or
claim involving the other Party in accordance with Section 6.03, but only to the extent
that such other Party is materially prejudiced thereby.





Section 11.02 Exclusions





	 	(a)	 	BANA will not be liable for any action taken or for refraining from the taking
of any action in good faith pursuant to this Agreement (where such action or inaction
does not constitute a breach of this Agreement), or for any action or inaction in
accordance with the direction or consent of Client.
	 
	 	(b)	 	In addition to the foregoing and not in limitation thereof, and unless
otherwise expressly set forth herein, BANA will have no liability or obligation for any
representation or warranty or contractual obligation to any Investor, including Fannie
Mae and Ginnie Mae, other than as set forth in this Agreement.
	 
	 	(c)	 	Notwithstanding anything herein to the contrary, BANA will not be construed to
have made any representation, warranty or guarantee as to the Mortgagors’ obligations
to make payments under the Mortgage Loans.





Section 11.03 Procedures



The indemnification obligations set forth in Section 11.01 will not apply unless the Party claiming
indemnification:





	 	(a)	 	Notifies the other promptly in writing of any matters in respect of which the
indemnity may apply and of which the notifying Party has knowledge in order to allow
the indemnitor the opportunity to investigate and defend the matter; provided, however,
that the failure to so notify will only relieve the indemnitor of its obligations under
this ARTICLE XI if and to the extent that the indemnitor is materially prejudiced
thereby; and
	 
	 	(b)	 	Gives the other Party full opportunity to control the response thereto and the
defense thereof, including any agreement relating to the settlement thereof; provided,
however, that the indemnitee will have the right to participate in any legal proceeding
to contest and defend a claim for indemnification involving a third party and to be
represented by legal counsel of its choosing, all at the indemnitee’s cost and expense.
However, if the indemnitor fails to promptly assume the defense of the claim, the
party entitled to indemnification may assume the defense at the indemnitor’s cost and
expense.




The indemnitor will not be responsible for any settlement or compromise made without its consent,
unless the indemnitee has tendered notice and the indemnitor has then refused to assume and defend
the claim and it is later determined that the indemnitor was liable to assume and defend the claim.
The indemnitee agrees to cooperate in good faith with the indemnitor at the request and expense of
the indemnitor.







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Section 11.04 No Set-Off Rights



Neither Party nor their respective Affiliates shall have any set off or any other similar rights
with respect to (i) any of the funds received by such Party pursuant to this Agreement or (ii) any
other amounts claimed to be owed to the other Party or its Affiliates arising out of this Agreement
or any other agreement.




ARTICLE XII




MISCELLANEOUS PROVISIONS



Section 12.01 Notices



Any notice, request, instruction or other document to be given hereunder by any Party to the other
will be in writing and will be deemed to have been duly given (a) on the date of delivery if
delivered personally, or by facsimile, upon confirmation of receipt, or (b) on the second Business
Day following the date of dispatch if delivered by a recognized next day courier service. All
notices shall be delivered as set forth below, or pursuant to such other instructions as may be
designated in writing by one party to each of the other parties to this Agreement:



If to BANA:




Bank of America, National Association

1515 W 14th Street

AZ01-807-01-29

Tempe, AZ 85281

Telephone: 480 457 3036

Attention: Michael Kressin



With a copy to:




Bank of America, National Association

4500 Park Granada

Calabasas, CA 91302

Attention: Adam Gadsby, Director

and David Sobul, Assistant General Counsel



With a copy to:




Bank of America Merrill Lynch

One Bryant Park

New York, New York 10036

Attention: Nicholas Stimola and Legal Department, Michael J. Berg



If to Client:




Nationstar Mortgage LLC

350 Highland Drive

Lewisville, Texas 75067

Attention: General Counsel




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Or to such other address as the Person to whom notice is given may have previously furnished to the
others in writing in the manner set forth above (provided that notice of any change of address
shall be effective only upon receipt thereof).




Section 12.02 Entire Agreement; Amendment; Survival



This Agreement, including the exhibits that are incorporated herein, constitutes the entire
agreement between the Parties with respect to the subject matter hereof and supersedes any and all
prior agreements or understandings, written or oral, express or implied, with respect thereto.
This Agreement may be amended and any provision hereof waived, but only in writing signed by the
Party against whom such enforcement is sought. The waiver by a Party of a breach of any provision
of this Agreement shall not operate or be construed as a waiver of any other subsequent breach. No
representation, inducement, promise, understanding, condition or warranty not set forth herein has
been made or relied upon by either Party. Neither this Agreement nor any provision hereof shall
confer upon any Person other than the Parties any rights or remedies hereunder. The Parties hereby
agree that this Agreement is a complex commercial contract that has been negotiated and drafted
jointly by sophisticated commercial Parties represented by counsel and, accordingly, that no rule
of contract construction or interpretation pursuant to which ambiguities are construed against the
draftsperson shall be applied to the construction or interpretation of this Agreement. The
expiration or termination of this Agreement for any reason will not release either Party from any
liabilities or obligations set forth herein or therein which (a) the Parties have expressly agreed
will survive any such expiration or termination or (b) remain to be performed or by their nature
would be intended to be applicable following any such expiration or termination.




Section 12.03 Exhibits



The following schedules and exhibits to this Agreement are hereby incorporated in and made an
integral part of this Agreement:




	 	 	 

	SCHEDULE I

	 	SCHEDULE OF MORTGAGE LOANS RELATING TO THE GROUP 1 ASSETS,
GROUP 6 ASSETS AND GROUP 8 ASSETS
	 
	 	 
	EXHIBIT A

	 	SUBSERVICING FEES
	 
	 	 
	EXHIBIT B

	 	MONTHLY ADVANCE REIMBURSEMENTS FRAMEWORK FOR GROUP 1
MORTGAGE LOANS DURING INTERIM SERVICING PERIOD
	 
	 	 
	EXHIBIT C

	 	SUBSERVICER’S STANDARD REPORTS
	 
	 	 
	EXHIBIT D-1

	 	POOL DATA
	 
	 	 
	EXHIBIT D-2

	 	MID-MONTH REPORT
	 
	 	 
	EXHIBIT E

	 	HMBS RESPONSIBILITIES ADDENDUM






Section 12.04 Force Majeure



BANA will not be responsible for delays or failures in performance resulting from acts beyond its
control which could not have been prevented. Such acts will include but not be limited to acts of
God, strikes, lockouts, riots, acts of war or terrorism, epidemics, nationalization, expropriation,
currency restrictions, governmental regulations superimposed after the fact, fire, communication
line failures, computer viruses, power failures, earthquakes or other disasters.




Section 12.05 Assignment/Subcontracting; Merger; Binding Effect





	 	(a)	 	(i) Neither Party may, nor will it have the power to, assign this Agreement, or
any part hereof, without the prior written consent of the other Party; and (ii) BANA
may, subject to mutual agreement to commercially reasonable terms, assign its rights to
Client’s




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	 	 	 	payments hereunder, including any termination amount payable pursuant to ARTICLE X,
to a financial institution or other third party in connection with any transaction
entered into to provide financing related to this Agreement or the obligations of
BANA hereunder, and any such assignee may further assign its rights hereunder in
connection with such financing. The Parties acknowledge that either of them may
become a party to one or more transactions in the form of a merger (including a
reincorporation merger), consolidation, reorganization, stock sale or exchange with
respect to 100% of its outstanding stock, sale of all or substantially all of such
Party’s assets or some similar or related transaction (each a “Merger”), where the
result is that the affected Party is the surviving entity and by operation of law
the surviving entity assumes the rights and obligations under this Agreement or, if
the affected Party is not the surviving entity, the surviving entity will assume the
rights and obligations under this Agreement; provided however, that if Client
effectuates a Merger during the Term without the prior written consent of BANA, BANA
may terminate this Agreement and shall be reimbursed for all outstanding
unreimbursed Advances on or prior to such Merger.






	 	(b)	 	BANA shall have the right to have third parties perform any of the Services;
provided that BANA shall remain responsible for the proper performance thereof.
Notwithstanding anything to the contrary in this Agreement, BANA may, without Client’s
consent, perform the Services or any portion thereof from any location determined by
BANA, or relocate any software or equipment used by BANA to perform the Services;
provided however, that any change in service location made by BANA in its sole
discretion shall not materially and adversely impact BANA’s ability to perform its
obligations hereunder.
	 
	 	(c)	 	Subject to the foregoing, the terms and conditions of this Agreement will be
binding upon and inure to the benefit of the Parties’ respective successors and
permitted assigns. Each of Client and BANA shall continue to remain liable for its
obligations hereunder together with any of such Party’s permitted assigns. Any
attempted assignment or other transfer in violation of this Section 12.05 will be null
and void and will have no force or effect.





Section 12.06 Headings



Headings of the Articles and Sections in this Agreement are for reference purposes only and shall
not be deemed to have any substantive effect.




Section 12.07 Governing Law; Waiver of Jury Trial



THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO ANY CONFLICTS OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE
EXTENT PREEMPTED BY FEDERAL LAW. EACH OF BANA AND CLIENT IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF
AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN
INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL
JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH






- 31 -









 







COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A
COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.



THE SELLER AND THE PURCHASER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.




Section 12.08 Relationship of the Parties



The Parties hereto are independent contractors and nothing in this Agreement will be deemed or
construed as constituting either Party as partner, joint venture or fiduciary of the other, or to
create any other form of legal association that would impose liability on one Party for the act or
failure to act of the other. Except as otherwise expressly provided in this Agreement, each Party
has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause
to be performed all work to be performed by it pursuant to this Agreement. Client acknowledges
that BANA may use subcontractors, vendors or other third parties to perform some or all of its
obligations hereunder.




Section 12.09 Further Acts



The Parties agree that each shall, at its own expense (unless otherwise herein provided) at any
time and from time to time after the date hereof, upon the other’s reasonable request, do, execute,
acknowledge and deliver all such further acts, assignments, transfers, conveyances and assurances
as may be required or reasonably advisable for the transactions provided for or contemplated by
this Agreement.




Section 12.10 Counterparts



This Agreement may be executed in two or more counterparts and by the different parties hereto on
separate counterparts, each of which, when so executed, will be deemed to be an original; such
counterparts, together, will constitute one and the same agreement. This Agreement and any
amendments hereto, to the extent signed and delivered by facsimile or other electronic means, shall
be treated in all manner and respects as an original agreement and shall be considered to have the
same binding legal effect as if it were the original signed version thereof delivered in person.
No signatory to this Agreement shall raise the use of a facsimile machine or other electronic means
to deliver a signature or the fact that any signature or agreement was transmitted or communicated
through the use of a facsimile machine or other electronic means as a defense to the formation or
enforceability of a contract and each such Person forever waives any such defense.




Section 12.11 Severability of Provisions



If any one or more of the covenants, agreements, provisions or terms of this Agreement will be held
invalid or unenforceable for any reason whatsoever, then such covenants, agreements, provisions or
terms will be deemed severable from the remaining covenants, agreements, provisions or terms of
this Agreement and will in no way affect the validity or enforceability of the other covenants,
agreements, provisions or terms of this Agreement it being the intent and agreement of the Parties
that this Agreement shall be deemed amended by modifying such invalid provision to the extent
necessary to make it legal and enforceable while preserving its intent or, if that is not possible,
by substituting therefore another provision that is legal and enforceable and achieves the same
objective. If the invalidity of any part, provision, representation or warranty of this Agreement
will deprive any Party of the economic benefit






- 32 -









 







intended to be conferred by this Agreement, the Parties will negotiate in good faith to develop a
structure the economic effect of which is nearly as possible the same as the economic effect of
this Agreement without regard to such invalidity.




Section 12.12 No Third Party Beneficiaries



This Agreement is for the sole and exclusive benefit of BANA and Client and their respective
successors and shall not be deemed to be for the direct or indirect benefit of any Mortgagor,
Investor, or any other Person or entity.




Section 12.13 Media Releases



Neither Party shall issue any press release relating to the relationship contemplated by this
Agreement or use any trade name, trademark, service mark, or any other information which identifies
the other Party in the issuing Party’s sales, marketing, or publicity activities without giving the
other Party reasonable time to review and approve such release or use, with such approval not to be
unreasonably withheld.




END OF TEXT — SIGNATURE PAGE FOLLOWS








- 33 -









 







IN WITNESS WHEREOF, each of the undersigned Parties has caused this Transition Subservicing
Agreement to be duly executed by a duly authorized representative, all as of the date first written
above.




BANK OF AMERICA, NATIONAL ASSOCIATION



“BANA”




 


By:  

Its:  



Date:  









 









 








NATIONSTAR MORTGAGE LLC



“Client” or “Servicer”




 


By:  

Its:  



Date:  








 









 








SCHEDULE I

SCHEDULE OF MORTGAGE LOANS

RELATING TO GROUP 1 ASSETS, GROUP 6 ASSETS AND GROUP 8 ASSETS




[PROVIDED TO THE PARTIES ELECTRONICALLY

AND AVAILABLE UPON REQUEST]




SCHEDULE 1






 









 








EXHIBIT A — (SUBSERVICING FEES)



As consideration for BANA’s performance under the Agreement, Client agrees to pay BANA the Monthly
Subservicing Fee in accordance with the terms and conditions set forth in this Agreement.
Beginning with the calendar month of the related Sale Date for any Mortgage Loan related to the
Group 1 Assets, Group 6 Assets and Group 8 Assets, and for each calendar month during the related
Interim Servicing Period, the “Monthly Subservicing Fee” for each such Mortgage Loan subserviced at
any time during the month is as follows:




	 	 	 
	Loan Type 	 	Per Mortgage Loan
	Group 1 Mortgage Loans, Group 6
Mortgage Loans and Group 8 Mortgage
Loans subserviced by BANA during
the Interim Servicing Period:

	 	$12 per Mortgage Loan
	 
	 	 
	Any Group 1 Mortgage Loan
subserviced by BANA on or after
August 31, 2012; or 

Any Group 6 Mortgage Loan
subserviced by BANA on or after
December 31, 2012; or


Any Group 8 Mortgage Loan
subserviced by BANA on or after
December 31, 2012.

	 	BANA shall be entitled to the full
gross Servicing Fee related to each
Mortgage Loan.





All other combinations of products and investors will be quoted on a case by case basis and an
addendum to this Agreement will memorialize the agreed upon monthly subservicing fee.



BANA shall be entitled to all Float Benefit derived from all depository accounts. BANA shall be
entitled to receive all Ancillary Income, subject to the Applicable Requirements.









A-1









 








EXHIBIT B — ADVANCE REIMBURSEMENT FRAMEWORK FOR GROUP 1 MORTGAGE LOANS

DURING INTERIM SERVICING PERIOD





	A.	 	Purchase of Participation Balances





     (i) On January 5, 2012, BANA shall deliver to Client the related Monthly Subservicing Report
which shall reflect all the activity on the Group 1 Mortgage Loans during the period from the
October 31, 2011 Cut-off Date through December 31, 2011. Based on the related Monthly Subservicing
Report, Merrill Lynch shall determine which Participations related to the Group 1 Mortgage Loans
following the Cut-off Date, are (i) Ineligible Participations and (ii) the Participations eligible
for inclusion in trusts related to HMBS (including sufficient commitment authority to issue such
HMBS from Ginnie Mae)(“Eligible Participations”). On January 6, 2012, all such Ineligible
Participations shall be sold by BANA and purchased by Client for a price equal to 100% of the
Outstanding Principal Balance of such Ineligible Participations as of such date plus accrued
interest thereon for the period beginning on the related Sale Date and ending on the related
reimbursement date at the rate of LIBOR plus 125 basis points.



     (ii) All Eligible Participations shall be pooled into HMBS and the Client and Merrill Lynch
shall enter into an HMBS trade and cause the related HMBS to be delivered in accordance with the
Merrill Delivery Instructions, which settlement shall occur on or before January 17, 2012 (the
“Initial Settlement Date”). The Client shall assign to BANA the trade ticket or confirmation
pursuant to which Merrill Lynch has agreed to purchase the related HMBS from Client. Upon receipt
of the related HMBS, Merrill Lynch will pay the related purchase price for the HMBS (the related
“Purchase Proceeds”) to BANA. BANA shall net from the Purchase Proceeds the amount of all
Subservicer Funded Advances not previously reimbursed at par plus accrued interest thereon for the
period beginning on the related Sale Date and ending on the Initial Settlement Date at the rate of
LIBOR plus 125 basis points, and BANA will remit any net remaining Purchase Proceeds to Client. To
the extent the Purchase Proceeds from the HMBS sale are not sufficient to reimburse BANA for all
Subservicer Funded Advances not previously reimbursed, Client will reimburse BANA out of Client’s
corporate funds on the Initial Settlement Date.




	B.	 	Reimbursement for Advances Made by BANA with respect to the Group 1 Mortgage Loans during the
Interim Servicing Period





     (i) During the Interim Servicing Period, on the third (3rd) Business Day of each month, BANA
shall deliver to Client the related Monthly Subservicing Report which shall reflect all the
activity on the Group 1 Mortgage Loans during the related Monthly Subservicing Reporting Period.
Based on the related Monthly Subservicing Report, Merrill Lynch shall determine which
Participations related to the Group 1 Mortgage Loans for such Monthly Subservicing Reporting
Period, are (i) Ineligible Participations and (ii) Eligible Participations. On the fourth
(4th) Business Day of such month (each an “Ineligible Participations Reimbursement
Date”), all such Ineligible Participations shall be sold by BANA and purchased by Client for a
price equal to 100% of the Outstanding Principal Balance of such Ineligible Participations as of
such date plus accrued interest thereon for the period beginning on the date the Subservicer Funded
Advances were made and ending on the related Ineligible Participations Reimbursement Date at the
rate of LIBOR plus 125 basis points. The Client shall also pay the monthly Subservicing Fee to BANA
for each of the Group 1 Mortgage Loans on the related Ineligible Participations Reimbursement Date.



     (ii) All Eligible Participations shall be pooled into HMBS and the Client and Merrill Lynch
shall enter into an HMBS trade and cause the related HMBS to be delivered in accordance with the
Merrill Delivery Instructions, which settlement shall occur within six (6) Business Days following
the related



B1-









 




Ineligible Participations Reimbursement Date (each a “Settlement Date”). The Client shall
assign to BANA the trade ticket or confirmation pursuant to which Merrill Lynch has agreed to
purchase the related HMBS from Client. Upon receipt of the related HMBS, Merrill Lynch will pay the
related purchase price for the HMBS (the related “Purchase Proceeds”) to BANA. BANA shall net from
the Purchase Proceeds the amount of all Subservicer Funded Advances not previously reimbursed at
par plus accrued interest thereon for the period beginning on the date the Subservicer Funded
Advances were made and ending on the related Settlement Date at the rate of LIBOR plus 125 basis
points, and BANA will remit any net remaining Purchase Proceeds to Client. To the extent the
Purchase Proceeds from the HMBS sale are not sufficient to reimburse BANA for all Subservicer
Funded Advances not previously reimbursed, Client will reimburse BANA out of Client’s corporate
funds on the related Settlement Date.




     (iii) In no event shall (a) the amount of Subservicer Funded Advances in respect of the Group
1 Mortgage Loans which were made on and after February 1, 2012 and which have not been previously
reimbursed to BANA exceed $35,000,000 and (b) the amount of Advances funded by BANA in respect of
the Group 8 Mortgage Loans which have not been previously reimbursed to BANA pursuant to the
related Servicing Agreement exceed $1,000,000 (the Advances described in clauses (a) and (b), the
“Capped Funded Advances”). During the Interim Servicing Period, in the event the aggregate Capped
Funded Advances for the Group 1 Mortgage Loans exceeds $25,000,000 and the Group 8 Mortgage Loans
exceeds $500,000 at any time during the month, BANA shall deliver to Client a mid-month report
setting forth the information identified in Exhibit D-2 (each a “Mid-Month Report”) for the Group 1
Mortgage Loans. Upon receipt of the report, the Client and BANA shall initiate the pooling process
as set forth in clause (ii) above and pool all Eligible Participations into HMBS and settle the
related HMBS with Merrill Lynch within six (6) Business Days of receipt of such Mid-Month Report.
The Client shall assign to BANA the trade ticket or confirmation pursuant to which Merrill Lynch
has agreed to purchase the related HMBS from Client. Upon receipt of the related HMBS, Merrill
Lynch will pay the related Purchase Proceeds to BANA. BANA shall net from the Purchase Proceeds the
amount of all Subservicer Funded Advances not previously reimbursed at par plus accrued interest
thereon for the period beginning on the date the Subservicer Funded Advances were made and ending
on the related Settlement Date at the rate of LIBOR plus 125 basis points, and BANA will remit any
net remaining Purchase Proceeds to Client. To the extent the Purchase Proceeds from the HMBS sale
are not sufficient to reimburse BANA for all Subservicer Funded Advances not previously reimbursed,
Client will reimburse BANA out of Client’s corporate funds on the related Settlement Date.








B-2









 








EXHIBIT C-1 — LIST OF SUBSERVICER’S MONTHLY SUBSERVICER REPORTS




	 	 	 
	LIST OF GINNIE MAE REPORTS FOR THE	 	DATE REPORT DELIVERED TO CLIENT
	GROUP 1 MORTGAGE LOANS	 	 
	LAR

	 	Delivered on the 2nd Business Day of the month
	 
	 	 
	PAR

	 	Delivered on the 2nd Business Day of the
month for the prior month
	 
	 	 
	SAR

	 	Delivered on the 2nd Business Day of the
month for the prior month
	 
	 	 
	RPB

	 	Delivered on the 2nd Business Day of the
month for the prior month
	 
	 	 
	UMSHmbsAcctRpt (the “Monthly HMBS Report”)

	 	Delivered on the 3rd Business Day of the month
	 
	 	 
	SBOFM0001_199_101

	 	Delivered on the 3rd Business Day of the month
	 
	 	 
	SBOFM0001_199_103

	 	Delivered on the 3rd Business Day of the month








 




			
	*	 	Forms of Ginnie Mae Reports provided to Client electronically and available upon request




C-1









 










EXHIBIT C-2 — LIST OF SUBSERVICER’S MONTHLY OPERATIONAL REPORTS




	 	 	 
	LIST OF OPERATIONAL REPORTS	 	DATE REPORT DELIVERED TO CLIENT
	Monthly Dashboard Report

	 	Delivered prior to the 15th of the month
	 
	 	 
	Monthly Score Card Report

	 	Delivered prior to the 15th of the month
	 
	 	 
	Monthly Internal Process Review Scorecard

	 	Delivered prior to the 30th of the month
	 
	 	 
	Monthly Flash Report

	 	Delivered prior to the 25th of the month
	 
	 	 
	12 Month Draw/Servicing Advances Report By Group

	 	Delivered prior to the 25th of the month
	 
	 	 
	12 Month Rolling Flash Report (Draw
History, Default History, repayments)

	 	Delivered prior to the 25th of the month
	 
	 	 
	Monthly Repurchase Reports

	 	Delivered prior to the 15th of the month
	 
	 	 
	Monthly Claims Reporting

	 	Delivered prior to the 15th of the month
	 
	 	 
	Monthly Customer Complaint Report

	 	Delivered prior to the 15th of the month
	 
	 	 
	Data File Extract

	 	Delivered prior to the 25th of the month
	 
	 	 
	Monthly Funding Requirement Report

	 	Delivered prior to the 25th of the month
	 
	 	 
	Monthly Exception Report on O/S Documents

	 	Delivered prior to the 15th of the month
	 
	 	 
	Monthly Litigation Report

	 	Delivered prior to the 25th of the month








 




			
	*	 	Forms of Operational Reports provided to Client electronically and available upon request




C-2









 








EXHIBIT D-1 — POOL DATA





	 	•	 	Loan # (ALS)
	 
	 	•	 	Note Rate
	 
	 	•	 	Net Note Rate (NNR = NR — G fees — ESF)
	 
	 	•	 	GNMA Agency #
	 
	 	•	 	Participation # (Next tail)
	 
	 	•	 	Participation sold amount
	 
	 	•	 	Pool #
	 
	 	•	 	Old Sfee amount
	 
	 	•	 	Settlement date
	 
	 	•	 	Loan Count
	 
	 	•	 	ARM or Fixed










D-1









 








EXHIBIT D-2 — MID-MONTH POOLING REPORT




The following fields will be included in any Mid-Month Pooling Report provided by BANA to Client:



ALS Loan Number



Investor Loan Number



Current Balance



Current Loan Limit



Current Available Line of Credit



Current Repair Admin Set Aside



Current Service Fee Set Aside



Current T&I Set Aside



Current Rate



Index



Ceiling Rate



Margin



Monthly Servicing Fees



Next Rate Adjustment Date



Product Type



Disb Term Remaining



Rate Adjustment Frequency



Scheduled Monthly Advance



Loan Status



HECM UPB (from LAR)



HECM Unsecuritized Principal Balance (from LAR)



Participation Count (from LAR)



BANA shall provide to Client such other information as may be reasonably necessary to complete
pooling of any Participations









D-2









 








EXHIBIT E— HMBS RESPONSIBILITIES ADDENDUM



With respect to the Group 1 Mortgage Loans, the Client and BANA agree that BANA will perform the
responsibilities as set forth below in column C during the Interim Servicing Period:




HMBS Responsibilities: Ginnie Mae HMBS Securities




	 	 	 	 	 
	 	 	B	 	 
	 	 	Performed by Client or	 	C
	A	 	Client’s Participation	 	Performed by BANA
	Ginnie Mae Guide Servicing Function	 	Agent	 	as Subcontract Servicer
	Collect P&I and escrow amounts

	 	 	 	X
	 
	 	 	 	 
	Remits funds to Client for deposit
into P&I and escrow custodial
accounts

	 	 	 	X
	 
	 	 	 	 
	Withdraw funds from P&I Custodial
Account

	 	X	 	 
	 
	 	 	 	 
	Withdraw funds from escrow custodial
accounts

	 	X	 	 
	 
	 	 	 	 
	Supply funds for advances to security
holders

	 	X	 	 
	 
	 	 	 	 
	Absorb losses on foreclosures not
covered by FHA

	 	X	 	 
	 
	 	 	 	 
	Prepare and submit accounting reports
to Ginnie Mae and RPB data to the RPB
contractor

	 	X	 	 
	 
	 	 	 	 
	Sign all accounting reports and
certifications to Ginnie Mae

	 	X	 	 
	 
	 	 	 	 
	Access documents at document custodian

	 	X	 	 
	 
	 	 	 	 
	Authorize withdrawal of funds from
central P&I Custodial Account for
payment to security holders and
payment of Ginnie Mae guaranty fee

	 	X	 	 
	 
	 	 	 	 
	Perform accounting and monitoring
functions of participations

	 	X	 	 






E-1












 





EXHIBIT E




FORM OF BILL OF SALE AND



ASSIGNMENT AND ASSUMPTION AGREEMENT



     BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of [__], (the “Sale
Date”) is made by and between Bank of America, National Association (the “Assignor”)
and Nationstar Mortgage LLC (the “Assignee”).


Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in
that certain Servicing Rights Sale and Issuer Transfer Agreement (the “Agreement”), dated
as of December 5, 2011, by and between Assignor, as Seller, and Assignee, as Purchaser.



WHEREAS, Assignee and Assignor have entered into the Agreement pursuant to which Purchaser has
agreed to, among other things, purchase the Assets and to assume the Assumed Obligations;



WHEREAS, pursuant to this Bill of Sale, Assignment and Assumption Agreement, Assignor shall sell,
transfer, assign and delegate to Assignee, and Assignee shall purchase, accept and assume, certain
servicing assets of Assignor, and certain assets and liabilities related thereto;



NOW, THEREFORE, in consideration of the premises and covenants hereinafter contained, in
consideration of the representations, warranties and covenants contained in the Agreement, and for
other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged,
the parties hereto desire to enter into this Bill of Sale, Assignment and Assumption Agreement on
the terms set forth herein.



KNOW ALL PERSONS BY THESE PRESENTS, that the Assignor does hereby sell, convey, assign, transfer
and deliver to Assignee, and Assignee does hereby purchase, acquire and accept from Assignor, all
right, title, interest and security interest of Assignor in, to and all of Seller’s rights, title
and interest in and to the [Group [__] Assets].




          Assignee hereby assumes and agrees to pay, discharge fully and timely and perform in
accordance with their terms, the Assumed Obligations related to the [Group [__] Assets].




          The respective rights of Assignor, on the one hand, and Assignee, on the other, with respect
to the Assets and the Assumed Obligations shall be governed exclusively by the Agreement, and
nothing in this Bill of Sale, Assignment and Assumption Agreement shall alter any liability or
obligations arising under the Agreement, which shall (without limiting the generality of the
foregoing) govern, and shall contain the sole and exclusive representations, warranties and
obligations of Assignee and Assignor with respect to the Assets and the Assumed Obligations. If
there is any conflict or inconsistency between the provisions of the Agreement and this Bill of
Sale, Assignment and Assumption Agreement, the provisions of the Agreement shall govern.




          This Bill of Sale, Assignment and Assumption Agreement shall be binding upon and shall inure
to the benefit of, Assignor, Assignee and their respective successors and






Exhibit E-1









 







permitted assigns, and shall survive the execution and delivery hereof. This Bill of Sale,
Assignment and Assumption Agreement is not intended and shall not be construed to confer upon any
Person, other than Assignor and Assignee, any rights or remedies hereunder.




          This Bill of Sale, Assignment and Assumption Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to the choice of law principles
thereof other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New
York.




          No waiver, modification or change of any of the provisions of this Bill of Sale, Assignment
and Assumption Agreement shall be valid unless in writing and signed by the party against whom such
claimed waiver, modification or change is sought to be enforced.




          This Bill of Sale, Assignment and Assumption Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall constitute one and
the same instrument.




[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




Exhibit E-2









 





          IN WITNESS WHEREOF, Assignee and Assignor have caused this Bill of Sale, Assignment and
Assumption Agreement to be executed by their duly authorized representatives as of the date first
above written.




	 	 	 	 	 
	 	BANK OF AMERICA, NATIONAL ASSOCIATION,

as Assignor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NATIONSTAR MORTGAGE LLC,

as Assignee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 







Exhibit E-3









 








SCHEDULE 1




GROUP 1 ASSETS



[PROVIDED TO THE PARTIES ELECTRONICALLY

AND AVAILABLE UPON REQUEST]








Schedule 1









 








SCHEDULE 2




GROUP 2 ASSETS



[PROVIDED TO THE PARTIES ELECTRONICALLY

AND AVAILABLE UPON REQUEST]








Schedule 2









 








SCHEDULE 3




GROUP 3 ASSETS



[PROVIDED TO THE PARTIES ELECTRONICALLY

AND AVAILABLE UPON REQUEST]








Schedule 3









 








SCHEDULE 4




GROUP 4 ASSETS



[PROVIDED TO THE PARTIES ELECTRONICALLY

AND AVAILABLE UPON REQUEST]








Schedule 4









 








SCHEDULE 5




GROUP 5 ASSETS



[PROVIDED TO THE PARTIES ELECTRONICALLY

AND AVAILABLE UPON REQUEST]








Schedule 5









 








SCHEDULE 6




GROUP 6 ASSETS



[PROVIDED TO THE PARTIES ELECTRONICALLY

AND AVAILABLE UPON REQUEST]








Schedule 6









 








SCHEDULE 7




GROUP 7 ASSETS



[PROVIDED TO THE PARTIES ELECTRONICALLY

AND AVAILABLE UPON REQUEST]




Schedule 7









 





SCHEDULE 8




GROUP 8 ASSETS



[PROVIDED TO THE PARTIES ELECTRONICALLY

AND AVAILABLE UPON REQUEST]





Schedule 9









 








SCHEDULE 9




SUBSERVICED REVERSE MORTGAGE LOANS



[PROVIDED TO THE PARTIES ELECTRONICALLY

AND AVAILABLE UPON REQUEST]








Schedule 7









 








SCHEDULE 10




HMBS POOL SCHEDULE



[PROVIDED TO THE PARTIES ELECTRONICALLY

AND AVAILABLE UPON REQUEST]




Schedule 11











 





SCHEDULE 11




LIST OF GINNIE MAE ISSUER TRANSFER DOCUMENTS


a.) 3 original Assignment Agreement (Appendix VIII-3) (Seller and Purchaser)



b.) 1 original Appendix VIII-4 Pool Transfer System (Seller)



c.) 1 original Corporate Resolution (Seller)



d.) 3 original Master Servicing Agreements (Purchaser)



e.) 3 original Master Custodial Agreements (Purchaser)



f.) 5 copies of current Master Custodial Agreements (Seller)



g.) 1 original Master Agreement for Participation Accounting (Purchaser)




Schedule 12





 









 








SCHEDULE 12-1




ASSUMED CONTRACTS



GROUP 2 ASSETS


1. Amended and Restated Flow Sale and Servicing Agreement, dated as of November 1, 2009,
by and between Wells Fargo Bank, N.A. as seller and servicer and Bank of America, National
Association as purchaser.



2. Subcontract Servicing Agreement, dated as of June 1, 2009, by and between Bank of America,
National Association as issuer and Wells Fargo Bank, N.A.




GROUP 3 ASSETS



1. Amended and Restated Reverse Mortgage Subservicing Agreement, dated as of April 5,
2010, by and between Bank of America, National Association, as client and Reverse Mortgage
Solutions, Inc., as subservicer.




GROUP 4 ASSETS



1. First Amended and Restated Flow Sale and Servicing Agreement, dated as of February 1,
2007, by and between OneWest Bank, FSB (successor servicer to Financial Freedom Senior Funding
Corporation), as company and Bank of America, National Association, as purchaser.



2. Flow Sale and Servicing Agreement, dated as of July 1, 2009, by and between OneWest Bank FSB
(successor servicer to Financial Freedom Acquisitions LLC), as seller and servicer and Bank of
America, National Association, as purchaser.



3. Subcontract Servicing Agreement, dated as of July 1, 2009, by and between Bank of America,
National Association, as issuer and OneWest Bank, FSB (successor servicer to Financial Freedom
Acquisition LLC and Financial Freedom Senior Funding Corporation).



4. Custodial Agreement, dated as of November 1, 2006, by and between Bank of America, National
Association and U.S. Bank National Association.



5. Amended and Restated Custodial Agreement, dated as of September 1, 2009, by and among Bank of
America, National Association, as owner, Deutsche Bank National Trust Company, as custodian and
OneWest Bank (successor servicer to Financial Freedom Acquisitions LLC), as servicer.




GROUP 5 ASSETS



1. Amended and Restated Flow Sale and Servicing Agreement, dated as of October 1, 2009,
by and between MetLife Home Loans, a division of MetLife Bank, N.A. as seller and servicer and
Bank of America, National Association as purchaser and the related acknowledgement and
recognition agreement.



2. Subcontract Servicing Agreement, dated as of November 1, 2009, by and between Bank of
America, National Association, Compu-Link Corporation and MetLife Home Loans, a division of
MetLife Bank, N.A.




Schedule 12-1-1




 









 








Group 6 ASSETS



1. Servicing Agreement, dated as of May 1, 2011, by and among Bank of America, National
Association, Mortgage Equity Conversion Asset Trust 2011-1, U.S. Bank National Association,
Federal National Mortgage Association, as seller and guarantor and Reverse Mortgage Solutions,
Inc.



2. Credit Risk Management Agreement, dated as of May 27, 2011, by and among Bank of America,
National Association, Mortgage Equity Conversion Asset Trust 2011-1, Federal National Mortgage
Association, Reverse Mortgage Solutions, Inc. and Wells Fargo Bank, N.A. as credit risk manager.



3. Amended and Restated Trust Agreement (the “Trust Agreement”), dated as of May 1,
2011, among BA Residential Securitization LLC, the U.S. Bank National Association, the Seller
and Federal National Mortgage Association.



4. Custodial Agreement, dated as of May 27, 2011, by and among Bank of America, National
Association, Mortgage Equity Conversion Asset Trust 2011-1, U.S. Bank National Association, The
Bank of New York Mellon Trust Company, National Association, as custodian and Reverse Mortgage
Solutions, Inc.



5. Custodial Agreement, dated as of May 27, 2011, by and among Bank of America, National
Association, Mortgage Equity Conversion Asset Trust 2011-1, U.S. Bank National Association,
ReconTrust Company, N.A., as custodian and Reverse Mortgage Solutions, Inc.



6. Custodial Agreement, dated as of May 27, 2011, by and among BAC Home Loans Servicing, LP,
Mortgage Equity Conversion Asset Trust 2011-1, U.S. Bank National Association, as co-trustee and
custodian and Reverse Mortgage Solutions, Inc.




GROUP 7 ASSETS



1. Purchase Facility Letter, dated as of July 1, 2006, by and between Lehman Brothers Bank, FSB,
as purchaser and Bank of America, National Association, as seller and servicer.



2. Supplement No. 1 to the Purchase Facility Letter, dated as of September 1, 2006, by and
between Lehman Brothers Holdings, Inc. (successor to Lehman Brothers Bank, FSB,) as purchaser
and Bank of America, National Association, as seller and servicer.



3. Supplement No. 1 to the Purchase Facility Letter, dated as of February 2, 2007 by and between
Lehman Brothers Holdings, Inc. (successor to Lehman Brothers Bank, FSB,) as purchaser and Bank
of America, National Association, as seller and servicer.



4. Purchase Facility Amendment dated as of October 5, 2007, by and between Lehman Brothers
Holdings, Inc. (successor to Lehman Brothers Bank, FSB,), as purchaser and Bank of America,
National Association, as seller and servicer.



5. Flow Purchase, Warranties and Servicing Agreement, dated as of October 1, 2006, by and
between Lehman Brothers Holdings, Inc. (successor to Lehman Brothers Bank, FSB) as purchaser and
Bank of America, National Association as seller and servicer.




Schedule 12-1-2




 









 







6. Amendment No. 1 to Flow Purchase, Warranties and Servicing Agreement, dated as of October 5,
2007, by and between Lehman Brothers Holdings, Inc. (successor to Lehman Brothers Bank, FSB) as
purchaser and Bank of America, National Association, as seller and servicer.



7. Amended and Restated Flow Custodial Agreement, dated as of November 1, 2006 by and between
Lehman Brothers Holdings, Inc. (successor to Lehman Brothers Bank, FSB) as owner (“Owner”) and
U.S. Bank Trust National Association as custodian, as assigned by Owner to Bank of America,
National Association pursuant to the Assignment and Assumption, dated as of October 5, 2007 by
and among the Owner, Bank of America, National Association and U.S. Bank Trust National
Association.




GROUP 8 ASSETS (MECA 2006-SFG1)



1. First Amended and Restated Flow Sale and Servicing Agreement, dated as of June 1,
2006, by and between Bank of America, National Association, as purchaser and Bank of America,
National Association (as successor to Seattle Savings Bank), as servicer.



2. Assignment, Assumption and Recognition Agreement, dated as of August 2, 2006, by and among
Bank of America, National Association, Mortgage Equity Conversion Asset Corporation, and U.S.
Bank National Association (successor to LaSalle Bank National Association) and Mortgage Equity
Conversion Asset Trust 2006-SFG1.




GROUP 8 ASSETS (MECA 2006-SFG2)



1. First Amended and Restated Flow Sale and Servicing Agreement, dated as of June 1,
2006, by and between Bank of America, National Association, as purchaser and Bank of America,
National Association (as successor to Seattle Savings Bank), as servicer.



2. Assignment, Assumption and Recognition Agreement, dated as of September 25, 2006, by and
among Bank of America, National Association, Mortgage Equity Conversion Asset Corporation, U.S.
Bank National Association (successor to LaSalle Bank National Association) and Mortgage Equity
Conversion Asset Trust 2006-SFG2.




GROUP 8 ASSETS (MECA 2006-SFG3)



1. First Amended and Restated Flow Sale and Servicing Agreement, dated as of July 1,
2006, by and between Bank of America, National Association as purchaser and Bank of America,
National Association (as successor to Seattle Savings Bank) as servicer.



2. Assignment, Assumption and Recognition Agreement, dated as of October 31, 2006, by and among
Bank of America, National Association, Mortgage Equity Conversion Asset Corporation, U.S. Bank
National Association (successor to LaSalle Bank National Association) and Mortgage Equity
Conversion Asset Trust 2006-SFG3.



ADDITIONAL ASSUMED CONTRACT PURSUANT TO ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTS
IN CONNECTION WITH AN HMBS PARTICIPATION AGENT



1. GNMA HMBS Participation Agent Agreement, dated as of February 3, 2011, by and between Bank
of America, National Association, as issuer and Wells Fargo Bank, N.A., as participation
agent.




Schedule 12-1-3




 









 








SCHEDULE 12-2




UNDERLYING SERVICING AGREEMENTS FOR THIRD-PARTY SERVICED ASSETS



GROUP 2 ASSETS


1. Amended and Restated Flow Sale and Servicing Agreement, dated as of November 1, 2009,
by and between Wells Fargo Bank, N.A. as seller and servicer and Bank of America, National
Association as purchaser.




GROUP 3 ASSETS



1. Amended and Restated Reverse Mortgage Subservicing Agreement, dated as of April 5,
2010, by and between Bank of America, National Association, as client and Reverse Mortgage
Solutions, Inc., as subservicer.




GROUP 4 ASSETS



1. First Amended and Restated Flow Sale and Servicing Agreement, dated as of February 1,
2007, by and between OneWest Bank, FSB (successor servicer to Financial Freedom Senior Funding
Corporation), as company and Bank of America, National Association, as purchaser.



2. Flow Sale and Servicing Agreement, dated as of July 1, 2009, by and between OneWest Bank FSB
(successor servicer to Financial Freedom Acquisitions LLC), as seller and servicer and Bank of
America, National Association, as purchaser.




GROUP 5 ASSETS



1. Amended and Restated Flow Sale and Servicing Agreement, dated as of October 1, 2009,
by and between MetLife Home Loans, a division of MetLife Bank, N.A. as seller and servicer and
Bank of America, National Association as purchaser and the related acknowledgement and
recognition agreement.




Schedule 12-2





 









 








SCHEDULE 13




SERVICING FILE DOCUMENTS


Servicing Files shall include, without limitation the following imaged documents in electronic
form, as applicable and to the extent available:



a) all records of the Seller relating the origination of the Reverse Mortgage Loan, including, but
not limited to, the Counseling Certificates, HECM Loan Submission Schedule, HECM Amortization
Schedule, Final HUD-1 Closing Statement, any guarantees, mortgage insurance certificate issued by
HUD/FHA and HECM TIL, as applicable



b) all records of the Seller relating the servicing of the Reverse Mortgage Loan



c) copy of the Mortgage Note with addenda;



d) limited power of attorney, if applicable;



e) copy of the Mortgage/Deed of Trust, certified by the governmental recording office or agency to
be a true and exact copy of the recorded document;



f) copy of the final title insurance policy;



g) copy of primary mortgage insurance policy;



h) copies of recorded intervening assignments;



i) copy of the abstract of Title in states where required other than those where evidence exists
indicating sent to borrower;



j) Previous assumption information, if applicable; and



k) any documents required to service the related Reverse Mortgage Loan in accordance with
Applicable Law, or in accordance with the Fannie Mae Guide or the Ginnie Mae Guide, as applicable,
or any other applicable regulation.




Schedule 13






 









 








SCHEDULE 14




MORTGAGE LOAN SCHEDULE FIELDS




	 
	 
	 
	 
	 
	1.	 	• the Seller’s Reverse Mortgage Loan number;     
	 
	2.	 	• Mortgagor’s full name (including any co-mortgagors);
	 
	3.	 	• the full street address, city, state and zip code of the Mortgaged
Property;
	 
	4.	 	• the current Principal Limit of the Reverse Mortgage Loan;
	 
	5.	 	• the current Net Principal Limit of the Reverse Mortgage Loan;
	 
	6.	 	• the applicable Payment Option as of the Cut-off Date;
	 
	7.	 	• the Mortgage Interest Rate as of the Cut-off Date;
	 
	8.	 	• the origination date of the Reverse Mortgage Loan;
	 
	9.	 	• the principal balance of the Reverse Mortgage Loan at origination and as
of the Cut-off Date;
	 
	10.	 	• the Maximum Claim Amount;
	 
	11.	 	• for each Adjustable Rate Mortgage Loan, the adjustment frequency;
	 
	12.	 	• for each Adjustable Rate Mortgage Loan, the Gross Margin;
	 
	13.	 	• for each Adjustable Rate Mortgage Loan, the Index;
	 
	14.	 	• for each Adjustable Rate Mortgage Loan, the next Adjustment Date
following the Cut-off Date;
	 
	15.	 	• for each Adjustable Rate Mortgage Loan, the lifetime Mortgage Interest
Rate cap;
	 
	16.	 	• a code indicating the payment status of the Reverse Mortgage Loan (e.g.,
performing,bankruptcy)
	 
	17.	 	• the FHA case number, if applicable;
	 
	18.	 	• current line of credit, if applicable;
	 
	19.	 	• scheduled monthly advance, if applicable;
	 
	20.	 	• current set asides, if applicable;





Schedule 14





 









 








SCHEDULE 15




DOCUMENT DEFICIENCIES RELATED TO

THE GROUP 1 ASSETS, GROUP 3 ASSETS AND GROUP 5 ASSETS



[PROVIDED TO THE PARTIES ELECTRONICALLY

AND AVAILABLE UPON REQUEST]



Schedule 15






 









 








SCHEDULE 16




Nationstar Claims Request: Data Field Requirements




Date of Request:




BAC Loan Number:




Servicing Loan Number:




Investor Loan Number:




FHA Case Number:




Customer Name:




Property Street Address:




Property City, State, Zip:




Type of Request:




Reason for Request:




Timeline for return response:




* Minimum required documentation and fields as per the FNMA guide, FNMA form 571
requirements and HUD form 27011 (not all inclusive)




Endorsement Date




Date of possession and acquisition of marketable title




Date deed or assignment filed for record or date of closing or appraisal




Date foreclosure proceedings —  a. Instituted




Date foreclosure proceedings — b. date of deed in lieu




Mortgage amount —  a. original




Mortgage amount —  b. modified




Holding mortgagee number (payee) (10 digits)




Holding mortgagee EIN (9 digits)




UPB — current




Expiration date of extension to foreclose/assign




Date of notice/extension to convey




Date of release of bankruptcy, if applicable




Is property vacant? (yes/no)




If property is vacant, date of local HUD office approval




Is property conveyed damaged? (yes/no)




If property is damaged:




- Date of local HUD office approval and certification




- Type of damage (Tornado, Boiler explosion (condo), Fire, Damage (other),
Flood, earthquake




Schedule 16





 









 








- Recovery or estimate of damage




Is mortgagee successful bidder? (yes/no)




Authorized bid amount




Mortgagee reported curtailment date




Schedule of Tax Information




- Tax Year




- Type of tax or assessment




- Collector’s property identification




- Amount paid




- Period Covered (From/To)




- Date Paid




Mortgagor’s name, SSN and property address




Brief legal description of property




Amount of monthly payment to:




a. FHA Insurance




b. Taxes




c. Hazard Insurance




d. Interest & Principal




If bankruptcy filed, date filed




If conveyed/assigned damaged, date damage occurred




Number of living units




Status of living units (vacant or occupied)




If occupied enter name of occupant




Date vacated, if applicable




Date secured, if applicable




Supplemental Claim (yes/no)




Adjustment to Loan Balance




Sale/Bid or Appraisal Value (for Coinsurance or Nonconveyance)




Escrow Balance




Total Disbursements for Protection and Preservation




Total Disbursements




Attorney/Trustee Fees Paid




Foreclosure, Acquisition, Conveyance and Other Costs




Schedule 16-2





 









 








Bankruptcy Fee (if applicable)




Rental Income




Rental Expense




Total Taxes on Deed




Recovery or Damage




Estimate or Recovery




Less Total Insurance recovery




Adjusted Amount (plus or minus)




Special Assessments




Mortgage Note Interest




From_____ To _____ Rate____%




Mortgage Insurance Premiums




Overhead Costs




Amount due from buyer at closing or at appraisal notice date




Amount owed to buyer at closing or at appraisal notice date




Additional closing instructions




Appraisal Fee




Debenture Interest Rate




Disbursements for Protection and Preservation





	 	 	Detailed list required by line item
	 
	 	 	Date Paid
	 
	 	 	Date work completed
	 
	 	 	Description of Servicer Performed
	 
	 	 	Amount Paid
	 
	 	 	Debenture Interest





Disbursements for HIP, taxes, ground rents, water rates (which were liens prior

to mortgage), eviction costs and other disbursements not shown elsewhere (do

not include penalties for late payment)





	 	 	Date Paid
	 
	 	 	Description
	 
	 	 	Amount Paid
	 
	 	 	Debenture Interest





Schedule 16-3





 









 








Attorney/Trustee Fees





	 	 	Date Paid
	 
	 	 	Description






	 	 	 	Attorney’s Fees
	 
	 	 	 	Trustee’s fees






	 	 	Amount Paid
	 
	 	 	Debenture Interest





Taxes on Deed





	 	 	Date Paid
	 
	 	 	Type






	 	 	 	State
	 
	 	 	 	Other






	 	 	to Mortgagee
	 
	 	 	to HUD
	 
	 	 	Amount Paid
	 
	 	 	Debenture Interest





Special Assessments





	 	 	Date Paid
	 
	 	 	Date Lien Attached
	 
	 	 	Description
	 
	 	 	Amount Paid
	 
	 	 	Debenture Interest





Bankruptcy





	 	 	Date Paid
	 
	 	 	Description
	 
	 	 	Amount Paid
	 
	 	 	Debenture Interest





Mortgage Insurance Premiums





	 	 	Date Paid
	 
	 	 	Period Covered (From/To)
	 
	 	 	Amount Paid
	 
	 	 	Debenture Interest





Appraisal Fee




Amounts due from buyer at closing or at appraisal notice date for:





	 	 	Taxes
	 
	 	 	Water rates





Schedule 16-4




 









 









	 	 	Special Assessments





Amounts owed to buyer at closing or at appraisal notice date for





	 	 	Taxes
	 
	 	 	Water rates
	 
	 	 	Special Assessments





Additional closing costs at settlement





	 	 	Sales commission
	 
	 	 	Recording fees
	 
	 	 	Servicing Charge
	 
	 	 	Termite Report
	 
	 	 	Title Insurance
	 
	 	 	Appraisal





Schedule 16-5